MEZZANINE
        FACILITY AGREEMENT

    

     

    dated               
        August
      2008

     

    for

     

    NDS
      FINANCE LIMITED

    as
      the
      Company

     

    arranged
      by

    J.P.
      MORGAN PLC

    and

    MORGAN
      STANLEY BANK INTERNATIONAL LIMITED

    as
      Arrangers

     

    with

    J.P.
      MORGAN EUROPE LIMITED

     

    acting
      as
      Facility Agent

     

    and

     

    J.P.
      MORGAN EUROPE LIMITED

     

    acting
      as
      Security Agent

     

    

    Ref:
      ADF/SB

    Linklaters
      LLP

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      CONTENTS

       

      
        	
                CLAUSE 

              	
                PAGE

              
	 	 	 
	 	
                SECTION
                  1

              	 
	 	
                INTERPRETATION

              	 
	
                1.

              	
                Definitions
                  and Interpretation

              	
                1

              
	 	
                SECTION
                  2

              	 
	 	
                THE
                  FACILITY

              	 
	
                2.

              	
                The
                  Facility

              	
                47

              
	
                3.

              	
                Purpose

              	
                48

              
	
                4.

              	
                Conditions
                  of Utilisation

              	
                48

              
	 	
                SECTION
                  3

              	 
	 	
                UTILISATION

              	 
	
                5.

              	
                Utilisation
                  - Loans

              	
                51

              
	
                6.

              	
                Redenomination

              	
                52

              
	 	
                SECTION
                  4

              	 
	 	
                Repayment,
                  Prepayment and Cancellation

              	 
	
                7.

              	
                Repayment

              	
                54

              
	
                8.

              	
                Illegality,
                  Voluntary Prepayment and Cancellation

              	
                54

              
	
                9.

              	
                Mandatory
                  Prepayment

              	
                57

              
	
                10.

              	
                Restrictions

              	
                62

              
	 	
                SECTION
                  5

              	 
	 	
                COSTS
                  OF UTILISATION

              	 
	
                11.

              	
                Interest

              	
                64

              
	
                12.

              	
                Interest
                  Periods

              	
                65

              
	
                13.

              	
                Changes
                  to the Calculation of Interest

              	
                66

              
	
                14.

              	
                Fees

              	
                67

              
	 	
                SECTION
                  6

              	 
	 	
                ADDITIONAL
                  PAYMENT OBLIGATIONS

              	 
	
                15.

              	
                Tax
                  Gross-Up and Indemnities

              	
                68

              
	
                16.

              	
                Increased
                  Costs

              	
                74

              
	
                17.

              	
                Other
                  Indemnities

              	
                75

              
	
                18.

              	
                Mitigation
                  by the Lenders

              	
                76

              
	
                19.

              	
                Costs
                  and Expenses

              	
                76

              
	 	
                SECTION
                  7

              	 
	 	
                GUARANTEE

              	 
	
                20.

              	
                Guarantee
                  and Indemnity

              	
                78

              
	 	
                SECTION 8

              	 
	 	
                REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

              	 
	
                21.

              	
                Representations

              	
                82

              
	
                22.

              	
                Information
                  Undertakings

              	
                87

              
	
                23.

              	
                Financial
                  Covenants

              	
                93

              
	
                24.

              	
                General
                  Undertakings

              	
                109

              
	
                25.

              	
                Events
                  of Default

              	
                123

              


      

       

      
        
          
          

        

        
          (i)

          
            

          

        

        
          
          

        

      

       

      
        	 	
                SECTION
                  9

              	 
	 	
                CHANGES
                  TO PARTIES

              	 
	
                26.

              	
                Changes
                  to the Lenders

              	
                129

              
	
                27.

              	
                Changes
                  to the Obligors

              	
                134

              
	 	
                SECTION
                  10

              	 
	 	
                THE
                  FINANCE PARTIES

              	 
	
                28.

              	
                Role
                  of the Facility Agent, the Arranger, the Issuing Bank and
                  Others

              	
                138

              
	
                29.

              	
                Conduct
                  of Business by the Finance Parties

              	
                144

              
	
                30.

              	
                Sharing
                  among the Finance Parties

              	
                144

              
	 	
                SECTION
                  11

              	 
	 	
                ADMINISTRATION

              	 
	
                31.

              	
                Payment
                  Mechanics

              	
                146

              
	
                32.

              	
                Set-Off

              	
                148

              
	
                33.

              	
                Notices

              	
                148

              
	
                34.

              	
                Calculations
                  and Certificates

              	
                151

              
	
                35.

              	
                Partial
                  Invalidity

              	
                151

              
	
                36.

              	
                Remedies
                  and Waivers

              	
                151

              
	
                37.

              	
                Amendments
                  and Waivers

              	
                151

              
	
                38.

              	
                Counterparts

              	
                153

              
	
                39.

              	
                US
                  Patriot Act

              	
                154

              
	 	
                SECTION
                  12

              	 
	 	
                GOVERNING
                  LAW AND ENFORCEMENT

              	 
	
                40.

              	
                Governing
                  Law

              	
                155

              
	
                41.

              	
                Enforcement

              	
                155

              


      

       

      THE
        SCHEDULES

       

      
        	
                SCHEDULE

              	
                PAGE

              
	 	 
	
                SCHEDULE
                  1 The
                  Original Parties

              	
                156

              
	
                SCHEDULE
                  2 Conditions
                  Precedent and conditions subsequent

              	
                158

              
	
                SCHEDULE
                  3 Requests

              	
                168

              
	
                SCHEDULE
                  4 Mandatory
                  Cost Formulae

              	
                172

              
	
                SCHEDULE
                  5 Form
                  of Transfer Certificate and Lender Accession Undertaking

              	
                175

              
	
                SCHEDULE
                  6 Form
                  of Accession letter

              	
                178

              
	
                SCHEDULE
                  7 Form
                  of Resignation Letter

              	
                179

              
	
                SCHEDULE
                  8 Form
                  of Compliance Certificate

              	
                180

              
	
                SCHEDULE
                  9 LMA
                  Form
                  of Confidentiality Undertaking

              	
                182

              
	
                SCHEDULE
                  10 Timetable

              	
                186

              
	
                SCHEDULE
                  11 Material
                  Companies

              	
                187

              
	
                SCHEDULE
                  12 Security
                  Principles

              	
                188

              


      

    

     

    
      
        
        

      

      
        (ii)

        
          

        

      

      
        
        

      

    

     

    THIS
      AGREEMENT is
      dated         August 2008 and made
      between:

     

    
      	
              (1)

            	
              NDS
                FINANCE LIMITED (registration
                number 06617193) (the "Company"
                and the "Original
                Borrower");
                

            


    

     

    
      	
              (2)

            	
              THE
                SUBSIDIARIES of
                the Parent listed in Part I of Schedule 1 (The
                Original Parties)
                as original guarantors (the "Original
                Guarantors");

            


    

     

    
      	
              (3)

            	
              J.P.
                MORGAN PLC and
                MORGAN
                STANLEY BANK INTERNATIONAL LIMITED as
                mandated lead arrangers (whether acting individually or together,
                the
                "Arranger");

            


    

     

    
      	
              (4)

            	
              THE
                FINANCIAL INSTITUTIONS listed
                in Part II of Schedule 1 (The
                Original Parties)
                as original lenders (the "Original
                Lenders");

            


    

     

    
      	
              (5)

            	
              J.P.
                MORGAN EUROPE LIMITED
                as
                agent of the other Finance Parties (the "Facility
                Agent");
                and

            


    

     

    
      	
              (6)

            	
              J.P.
                MORGAN EUROPE LIMITED
                as
                security agent for the Secured Parties (the "Security
                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).

     

    "Accounting
      Principles"
      means
      US GAAP.

     

    "Acquisition"
      means
      the acquisition by Permira of shares in the Parent by means of a scheme of
      arrangement.

     

    "Acquisition
      Costs"
      means
      all non-periodic fees, costs and expenses, stamp, registration and other taxes
      incurred or required to be paid by any member of the Group in connection with
      the Transaction, any Permitted Acquisition, any reorganisation permitted under
      paragraph (c) of the definition of Permitted Transaction or the Transaction
      Documents or the refinancing of any indebtedness in the Group at
      Closing.

     

    "Acquisition
      Sub-Limit"
      has the
      meaning given to it in the Senior Facilities Agreement.

     

    "Additional
      Borrower"
      means a
      company which becomes a Borrower in accordance with Clause 27
      (Changes
      to the Obligors).

     

    "Additional
      Cost Rate"
      has the
      meaning given to that term in Schedule 4 (Mandatory
      Cost Formulae).

     

    "Additional
      Guarantor"
      means a
      company which becomes a Guarantor in accordance with Clause 27
      (Changes
      to the Obligors).

     

    "Additional
      Obligor"
      means
      an Additional Borrower or an Additional Guarantor.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

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

     

    "Ancillary
      Facility"
      has the
      meaning given to it in the Senior Facilities Agreement.

     

    Anti-Terrorism
      Laws"
      means
      the Executive Order, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the Money
      Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), the USA Patriot Act,
      the International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.), the
      Trading with the Enemy Act (50 U.S.C. App. §§ 1 et seq.), any other law or
      regulation administered by OFAC, and any similar law enacted in the United
      States after the date of this Agreement.

     

    "Approved Bank"
      means:

     

    
      	 	
              (a)

            	
              a
                Lender;

            


    

     

    
      	 	
              (b)

            	
              First
                International Bank of Israel, United Mizrahi Bank, Bank Hapoalim
                and Bank
                Leumi in the context of the operation of the Israeli part of the
                Group's
                business only;

            


    

     

    
      	 	
              (c)

            	
              any
                bank or financial institution which has a rating for its long-term
                debt
                obligations of A or higher by Standard & Poor's Rating Services or
                Fitch Ratings Ltd or Aa1 or higher by Moody's Investor Service Limited
                or
                a comparable rating from an internationally recognised credit rating
                agency; or

            


    

     

    
      	 	
              (d)

            	
              any
                other bank or financial institution approved by the Facility Agent
                (acting
                reasonably).

            


    

     

    "Auditors"
      means
      one of PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche
      (or any amalgamation of the same or their successors) or such other firm of
      international repute approved by the Facility Agent (acting
      reasonably).

     

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

     

    "Availability Period"
      means
      the period from and including the date of this Agreement to and including the
      earlier of:

     

    
      	 	
              (a)

            	
              the
                date on which the Scheme lapses or is
                withdrawn;

            


    

     

    
      	 	
              (b)

            	
              15 days
                after Closing; and

            


    

     

    
      	 	
              (c)

            	
              27
                February 2009.

            


    

     

    "Available
      Amount"
      has the
      meaning given to that term in Clause 24.37
      (Baskets).

     

    "Available
      Commitment"
      means a
      Lender's Commitment under the Facility minus:

     

    
      	 	
              (a)

            	
              the
                Base
                Currency Amount of its participation in any outstanding Loan;
                and

            


    

     

    
      	 	
              (b)

            	
              in
                relation to any proposed Utilisation, the Base Currency Amount of
                its
                participation in any other Loans that are due to be made on or before
                the
                proposed Utilisation Date.

            


    

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Base
      Case Model"
      means
      the financial model including profit and loss, balance sheet and cashflow
      projections in the agreed form relating to the Group (for these purposes
      assuming completion of the Acquisition).

     

    "Base
      Currency"
      means
      dollars.

     

    "Base
      Currency Amount"
      means
      in relation to a Utilisation, the amount specified in the Utilisation Request
      delivered by a Borrower for that Utilisation as adjusted to reflect the
      repayment, prepayment, consolidation or division of a Utilisation.

     

    "Big
      Four Accountants"
      means
      PricewaterhouseCoopers, Ernst & Young, KPMG and Deloitte & Touche or
      another accountant of international repute approved by the Facility Agent
      (acting reasonably).

     

    "Blocked
      Account"
      means
      the Group Blocked Account or the Lender Blocked Account.

     

    "Board"
      means
      the Board of Governors of the Federal Reserve System of the United States (or
      any successor thereto).

     

    "Borrower"
      means
      an Original Borrower or an Additional Borrower unless it has ceased to be a
      Borrower in accordance with Clause 27
      (Changes
      to the Obligors).

     

    "Borrowings"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

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

     

    
      	 	
              (a)

            	
              the
                interest (but, for the avoidance of doubt, excluding
                any Margin and any Mandatory Cost) 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.

            


    

     

    "Budget"
      means:

     

    
      	 	
              (a)

            	
              in
                relation to the period beginning from Closing to 30 June 2009,
                the Base Case Model to be delivered by the Company
                to the Facility Agent pursuant to Clause 4.1
                (Initial
                conditions precedent);
                and 

            


    

     

    
      	 	
              (b)

            	
              in
                relation to any other period, any budget delivered by the Parent
                to the
                Facility Agent in respect of that period pursuant to paragraph (a)
                of
                Clause 22.4
                (Budget).

            


    

     

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

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

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

            


    

     

    "Capital
      Expenditure"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Capital
      Reduction"
      has the
      meaning given to it in Clause 3.1
      (Purpose).

     

    "Capital
      Reduction Documents"
      means
      the documents relating to the Capital Reduction.

     

    "Cash"
      means
      cash in hand (or in transit or in tills or payments made by cheques or debit
      cards or credit cards which are yet to be received in cleared funds) and credit
      balances or amounts on deposit with an Approved Bank which are freely
      transferable and freely convertible and accessible by a member of the Group
      within 90 days or held in a blocked account and not subject to any Security
      (other than one arising under the Transaction Security Documents).

     

    "Cash
      Equivalent Investments"
      means
      at any time:

     

    
      	 	
              (a)

            	
              certificates
                of deposit maturing within one year after the relevant date of calculation
                and issued by an Approved Bank;

            


    

     

    
      	 	
              (b)

            	
              any
                investment in marketable debt obligations issued or guaranteed by
                the
                government of the United States of America, the United Kingdom, any
                member
                state of the European Economic Area or any Participating Member State
                or
                by an instrumentality or agency of any of them having an equivalent
                credit
                rating which:

            


    

     

    
      	 	
              (i)

            	
              matures
                within one year after the relevant date of calculation;
                and

            


    

     

    
      	 	
              (ii)

            	
              is
                not convertible or exchangeable to any other
                security;

            


    

     

    
      	 	
              (c)

            	
              debt
                securities maturing within one year after the relevant date of calculation
                which are not convertible into any other security, are rated either
                A-1 or
                higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or
                P-1 or higher by Moody's Investor Service Limited (or, if no rating
                is
                available in respect of the debt securities, the issue of which has,
                in
                respect of its long-term debt obligations, an equivalent
                rating);

            


    

     

    
      	 	
              (d)

            	
              open
                market commercial paper not convertible or exchangeable to any other
                security:

            


    

     

    
      	 	
              (i)

            	
              for
                which a recognised trading market
                exists;

            


    

     

    
      	 	
              (ii)

            	
              issued
                by an issuer incorporated in the United States of America, the United
                Kingdom, any member state of the European Economic Area or any
                Participating Member State;

            


    

     

    
      	 	
              (iii)

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

            


    

     

    
      	 	
              (iv)

            	
              which
                has a credit rating of either A-1 or higher by Standard & Poor's
                Rating Services or Fitch Ratings Ltd or P-1 or higher by Moody's
                Investor
                Service Limited, or, if no rating is available in respect of the
                commercial paper, the issuer of which has, in respect of its long-term
                unsecured and non-credit enhanced debt obligations, an equivalent
                rating;

            


    

     

    
      	 	
              (e)

            	
              bills
                of exchange issued in the United States of America, the United Kingdom,
                any member state of the European Economic Area or any Participating
                Member
                State eligible for rediscount at the relevant central bank and accepted
                by
                an Approved Bank (or any dematerialised
                equivalent);

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              any
                investment in money market funds accessible within 90 days
                which:

            


    

     

    
      	 	
              (i)

            	
              have
                a credit rating of either A-1 or higher by Standard & Poor's Rating
                Services or Fitch Rating Ltd or P-1 or higher by Moody's Investor
                Service
                Limited; and

            


    

     

    
      	 	
              (ii)

            	
              invest
                substantially all their assets in securities of the types described
                in
                paragraphs (a) to (e) above; or

            


    

     

    
      	 	
              (g)

            	
              any
                other debt security approved by the Majority
                Lenders,

            


    

     

    in
      each
      case which if realised in Cash would be freely transferable and freely
      convertible and accessible by a member of the Group within 90 days and to which
      any member of the Group is beneficially entitled at that time and which is
      not
      issued or guaranteed by any member of the Group or subject to any Security
      (other than Security which
      falls within paragraph (a) of the definition of Permitted Security and Security
      arising under the Transaction Security Documents).

     

    "Cashflow
      Cover"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Cash
      Margin"
      means
      5.00 per cent. per annum.

     

    "Cash
      Overfunding"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Castup
      Acquisition"
      means
      the acquisition by NDS Americas Inc. of Castup Inc. by way of merger with a
      subsidiary of NDS Americas Inc. on 22 August 2007.

     

    "Certain Funds Default"
      means:

     

    
      	 	
              (a)

            	
              insofar
                only as the following Events of Default relate to the Company, any
                circumstance constituting an Event of Default under any of the following:
                Clause 25.1
                (Non-payment),
                Clause 25.3
                (Other
                obligations)
                (but only so far as that Event of Default arises from a breach of
                a
                Certain Funds Undertaking), Clause 25.4
                (Misrepresentation)
                (but only so far as that Event of Default arises from a misrepresentation
                under a Certain Funds Representation), Clause 25.6
                (Insolvency),
                Clause 25.7
                (Insolvency
                proceedings),
                Clause 25.8
                (Creditors'
                process),
                Clause 25.9
                (Unlawfulness
                and invalidity)
                or Clause 25.13
                (Repudiation
                and rescission of agreements);
                or

            


    

     

    
      	 	
              (b)

            	
              insofar
                only as the following Events of Default relate to the Parent, any
                circumstance constituting an Event of Default under Clause 25.4
                (Misrepresentation)
                (but only so far as that Event of Default arises from a misrepresentation
                under Clause 21.3
                (Binding
                obligations)
                in respect only of the Transaction Security Documents to which the
                Parent
                is a Party), Clause 25.6
                (Insolvency),
                Clause 25.7
                (Insolvency
                proceedings),
                Clause 25.8
                (Creditors'
                process)
                or Clause 25.13
                (Repudiation
                and rescission of agreements).

            


    

     

    "Certain
      Funds Period"
      means
the
      period from and including the date of this Agreement to and including the last
      day of the Availability Period.

     

    "Certain
      Funds Representations"
      means
      the Representations set out in Clause 21.2
      (Status),
      Clause
21.3
      (Binding
      obligations),
      Clause
21.4
      (Non-conflict
      with other obligations),
      Clause
21.5
      (Power
      and authority),
      Clause
21.7
      (Validity
      and admissibility in evidence),
      Clause
21.14
      (Scheme
      Documents and other documents)
      and
      Clause 21.20
      (Holding
      Companies)
      in each
      case in respect of the Company only.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    "Certain
      Funds Undertakings"
      means,
      in relation to the Company only the undertakings set out in
      Clause 24.5
      (Merger),
      Clause 24.7
      (Acquisitions),
      Clause 24.8
      (Joint
      ventures),
      Clause 24.11
      (Pari
      passu ranking),
      Clause 24.12
      (Negative
      pledge),
      Clause 24.13
      (Disposals),
      Clause 24.16
      (Loans
      or credit),
      Clause 24.17
      (No
      Guarantees or indemnities),
      Clause 24.18
      (Dividends
      and share redemption),
      Clause 24.20
      (Financial
      Indebtedness)
      and
      Clause 24.34
      (Takeover
      undertakings).

     

    "Change
      of Control"
      means:

     

    
      	 	
              (a)

            	
              prior
                to an IPO
                of
                the Parent or any direct or indirect holding company of the Parent
                (excluding the Investors or any Holding Company of the
                Investors):

            


    

     

    
      	 	
              (i)

            	
              the
                Investors and the managers (the "Controllers")
                cease to hold (directly or indirectly) more than 50 per cent. of
                the
                issued share capital of the Parent having the right to cast more
                than 50
                per cent. of the votes capable of being cast in general meetings
                of the
                Parent, or the right to determine the composition of the majority
                of the
                board of directors or equivalent body of the Parent;
                or

            


    

     

    
      	 	
              (ii)

            	
              Newton
                ceases to hold (directly or indirectly) at least 30 per cent. of
                the
                issued share capital having the right to cast votes in general meetings
                of
                the Parent; or

            


    

     

    
      	 	
              (b)

            	
              following
                an IPO
                of
                the Parent or any direct or indirect holding company of the Parent
                (excluding the Investors or any Holding Company of the
                Investors):

            


    

     

    
      	 	
              (i)

            	
              Newton
                ceases to hold (directly or indirectly) at least 30
                per cent. of the issued share capital having the right to cast votes
                in
                general meetings of the Parent; or

            


    

     

    
      	 	
              (ii)

            	
              any
                person (or persons acting in concert) other than the Investors holds
                directly or indirectly, more of the voting shares in the Parent than
                Newton, whereby "acting
                in concert"
                means a group of persons who, pursuant to an agreement or understanding
                (whether formal or informal), actively co-operate, to obtain or
                consolidate control of the Parent.

            


    

     

    "Charged
      Property"
      means
      all of the assets of the Obligors, the Vendor Loan Note Holder and the VLN
      Security Trustee which from time to time are, or are expressed to be, the
      subject of the Transaction Security.

     

    "Chief
      Financial Officer"
      means
      the chief financial officer or the finance director (or other officer fulfilling
      such role in the chief financial officer's or finance director's absence) from
      time to time of the Parent or, as the case may be, the Company (as the context
      requires).

     

    "Clean-Up
      Date"
      means
      the last day of the relevant Clean-Up Period.

     

    "Clean-Up
      Default"
      means
      any Default or any Event of Default subsisting on or arising after Closing
      but
      prior to expiry of the Clean-Up-Period to the extent that it (or any
      representation or undertaking relating thereto) relates to a member of the
      Group
      (other than the Company) or, in the case of a Permitted Acquisition, the target
      of that acquisition and its subsidiaries only (or any obligation to procure
      or
      ensure in relation to a member of the Group (other than the Company) or the
      target of that acquisition and its subsidiaries only) provided
      that:

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              no
                Material Adverse Effect has occurred as a result of the occurrence
                of that
                Clean-Up Default;

            


    

     

    
      	 	
              (b)

            	
              that
                Clean-Up Default has not been knowingly procured or approved by any
                of the
                Parent or the Company;

            


    

     

    
      	 	
              (c)

            	
              that
                Clean-Up Default does not exist immediately following the Clean-Up
                Date;

            


    

     

    
      	 	
              (d)

            	
              that
                Clean-Up Default is capable of being remedied and reasonable steps
                are
                being taken to remedy it; and

            


    

     

    
      	 	
              (e)

            	
              that
                Clean-Up Default is not a breach of Clause 24.36
                (Conditions
                subsequent).

            


    

     

    "Clean-Up
      Period"
      means,
      in respect of the Acquisition, the period from Closing to the date falling
      90
      days thereafter and in respect of a Permitted Acquisition, the period of 90
      days
      from closing of that Permitted Acquisition.

     

    "Closing"
      means
      the date of first Utilisation.

     

    "Closing
      Obligor"
      means
      the Parent and each company incorporated in the United Kingdom which is listed
      as a Guarantor (and marked as a "Closing
      Obligor")
      in
      paragraph 5 of Schedule 12 (Security
      Principles).

     

    "Commitment"
      means


     

    
      	 	
              (a)

            	
              in
                relation to an Original Lender, the amount set opposite its name
                under the
                heading "Commitment" in Part II of Schedule 1 (The
                Original Parties)
                and the amount of any other Commitment transferred to it under this
                Agreement; and

            


    

     

    
      	 	
              (b)

            	
              in
                relation to any other Lender, the amount of any Commitment transferred
                or
                assigned to it under this
                Agreement,

            


    

     

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

     

    "Company
      New Equity"
      means
      any Parent Subordinated Debt or Parent New Equity used by the Parent to
      subscribe for shares in the Company or any other form of equity contribution
      by
      the Parent to the Company.

     

    "Company
      Subordinated Debt"
      means:

     

    
      	 	
              (a)

            	
              any
                loans by the Parent not funded by a member of the Group (other than
                the
                Parent) to an Obligor where:

            


    

     

    
      	 	
              (i)

            	
              such
                loan is subordinated as Structural Debt to the Senior Facilities
                and the
                Facility on the terms of the Intercreditor Agreement (including for
                the
                avoidance of doubt the loan from the Parent to the Company referred
                to in
                Step 17 of the Structure Memorandum); or


            


    

     

    
      	 	
              (ii)

            	
              such
                loan is subordinated to the Senior Facilities and the Facility on
                terms
                otherwise reasonably acceptable to the Facility Agent (acting reasonably);
                and

            


    

     

    
      	 	
              (b)

            	
              any
                other loans by the Parent not funded by a member of the Group (other
                than
                the Parent) to a member of the Group where such loan is subordinated
                to
                the Senior Facilities and the Facility on terms reasonably acceptable
                to
                the Facility Agent (acting
                reasonably).

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

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

     

    "Confidentiality
      Agreements"
      means:

     

    
      	 	
              (c)

            	
              the
                confidentiality agreement entered into between J.P. Morgan plc and
                NDS
                Group plc dated 4 April 2008, as amended by an amendment letter dated
                22
                April 2008; and

            


    

     

    
      	 	
              (d)

            	
              the
                confidentiality agreement entered into between Morgan Stanley Bank
                International Limited and NDS Group plc dated 18 March
                2008.

            


    

     

    "Confidentiality
      Undertaking"
      means:

     

    
      	 	
              (a)

            	
              prior
                to the Scheme Date, a confidentiality undertaking substantially in
                the
                form agreed between the Arranger and the Company prior to the date
                of this
                Agreement (being the form pursuant to which the relevant potential
                Lender
                agrees to be bound by the terms of the Confidentiality Agreements)
                or in
                any other form agreed between the Company and the Arranger;
                and

            


    

     

    
      	 	
              (b)

            	
              after
                the Scheme Date:

            


    

     

    
      	 	
              (i)

            	
              a
                confidentiality undertaking substantially in the form agreed between
                the
                Arranger and the Company prior to the date of this Agreement or in
                any
                other form agreed between the Company and the Arranger;
                or

            


    

     

    
      	 	
              (ii)

            	
              a
                confidentiality undertaking substantially in the agreed form as set
                out in
                Schedule 9 (LMA
                Form of Confidentiality Undertaking)
                or in any other form agreed between the Company and the Facility
                Agent, in
                each case capable of being relied on by the Company (without requiring
                its
                signature) and not to be amended in any material respect without
                the prior
                written consent of the Company (acting
                reasonably).

            


    

     

    "Consolidated
      Cashflow"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Consolidated
      EBITDA"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Consolidated
      Net Finance Charges"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Consolidated
      Total Net Debt"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Controlled
      Foreign Corporation"
      has the
      meaning given to it in Section 957 of the Internal Revenue Code.

     

    "Core
      Business"
      means
      the Group's assets and business other than the Non-Core Business.

     

    "Current
      Assets"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    "Current
      Liabilities"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Debt
      Cover"
      has the
      meaning given to such that in Clause 23.1
      (Financial
      definitions).

     

    "Debt
      Push Down and Reorganisation"
      means
      the reorganisation (including mergers, the sale of assets, transfers or
      novations of liabilities, distributions, dividends and settling of intercompany
      accounts) implementing a debt pushdown.

     

    "Declared
      Default"
      means
      an Event of Default in respect of which a notice of acceleration has been served
      pursuant to Clause 25.21 (Acceleration).

     

    "Default"
      means
      an Event of Default or any event or circumstance specified in Clause
25
      (Events
      of Default)
      which
      (with the expiry of a grace period or the giving of notice specified under
      Clause 25
      (Events
      of Default)),
      would
      be an Event of Default.

     

    "Delegate"
      means
      any delegate, agent, attorney or co-trustee appointed by the Security
      Agent.

     

    "Designated
      Person"
      means a
      person or entity:

     

    
      	 	
              (a)

            	
              listed
                in the annex to, or otherwise subject to the provisions of, the Executive
                Order;

            


    

     

    
      	 	
              (b)

            	
              named
                as a "Specially Designated National and Blocked Person" on the most
                current list published by OFAC at its official website or any replacement
                website or other replacement official publication of such list;
                or

            


    

     

    
      	 	
              (c)

            	
              with
                which any Lender is prohibited from dealing or otherwise engaging
                in any
                transaction by any Anti-Terrorism
                Law.

            


    

     

    "Dutch
      Borrower"
      means
      each Borrower incorporated in the Netherlands.

     

    "Dutch
      Civil Code"
      means
      the "Burgerlijk
      Wetboek".

     

    "Dutch
      Guarantor"
      means
      each Guarantor that is incorporated in the Netherlands.

     

    "Dutch
      Obligor"
      means a
      Dutch Borrower or a Dutch Guarantor.

     

    "Echostar
      Report"
      means
      the memorandum dated 20 June 2008 prepared by Fried Frank relating to the
      Echostar litigation. 

     

    "Employee
      Plan"
      means,
      at any time, an "employee pension benefit plan" as defined in Section 3(2)
      of
      ERISA subject to the provisions of Title IV of ERISA or Section 412 of the
      Internal Revenue Code or Section 302 of ERISA (other than a Multiemployer Plan),
      then or at any time during the previous five years maintained for, or
      contributed to (or to which there is or was an obligation to contribute) on
      behalf of, employees of any Obligor or ERISA Affiliate.

     

    "Environmental
      Claim"
      means
      any claim, proceeding, formal notice or investigation by any person in respect
      of any Environmental Law.

     

    "Environmental
      Law"
      means
      any applicable law or regulation which relates to:

     

    
      	 	
              (a)

            	
              the
                pollution or protection of the
                environment;

            


    

     

    
      	 	
              (b)

            	
              harm
                to or the protection of human
                health;

            


    

     

    
      	 	
              (c)

            	
              the
                conditions of the workplace; or

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              any
                emission or substance capable of causing harm to any living organism
                or
                the environment.

            


    

     

    "Environmental
      Permits"
      means
      any permit and other Authorisation and the filing of any notification, report
      or
      assessment required under any Environmental Law for the operation of the
      business of any member of the Group conducted on or from the properties owned
      or
      used by any member of the Group.

     

    "ERISA"
      means
      the United States Employee Retirement Income Security Act of 1974, as
      amended.

     

    "ERISA
      Affiliate",
      with
      respect to any Obligor, means any person that for the purposes of Title IV
      of ERISA is from time to time a member of the controlled group of any Obligor
      or
      under common control with any Obligor within the meaning of Section 414 of
      the Internal Revenue Code.

     

    "ERISA
      Event"
      means
      any of the following events:

     

    
      	
            	(a)	
              any
                reportable event, as defined in Section 4043(c) of ERISA and the
                regulations promulgated under it, with respect to an Employee Plan
                as to
                which the PBGC has not by regulation waived the requirement of Section
                4043(a) of ERISA that it be notified within thirty days of the occurrence
                of that event. However, the existence with respect to any Employee
                Plan of
                an "accumulated funding deficiency" (as defined in Section 302 of
                ERISA),
                or, on and after the effectiveness of the Pension Act, a failure
                to meet
                the minimum funding standard of Section 412 of the Internal Revenue
                Code
                or Section 302 of ERISA, shall be a reportable event for the purposes
                of
                this paragraph (a) regardless of the issuance of any
                waiver;

            


    

     

    
      	
            	(b)	
              the
                requirements of subsection (1) of Section 4043(b) of ERISA are met
                with
                respect to a contributing sponsor, as defined in Section 4001(a)(13)
                of
                ERISA, of an Employee Plan and an event described in paragraph (9),
                (10),
                (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected
                to
                occur with respect to that Employee Plan within the following 30
                days;

            


    

     

    
      	
            	(c)	
              the
                filing under Section 4041(c) of ERISA of a notice of intent to terminate
                any Employee Plan; 

            


    

     

    
      	
            	(d)	
              the
                termination of any Employee Plan under Section 4041(c) of
                ERISA;

            


    

     

    
      	
            	(e)	
              the
                institution of proceedings under Section 4042 of ERISA by the PBGC
                for the
                termination of, or the appointment of a trustee to administer, any
                Employee Plan;

            


    

     

    
      	
            	(f)	
              the
                failure to make a required contribution to any Employee Plan that
                would
                result in the imposition of a lien under the Internal Revenue Code
                or
                ERISA; 

            


    

     

    
      	
            	(g)	
              engagement
                in a non-exempt prohibited transaction within the meaning of Section
                4975
                of the Internal Revenue Code or Section 406 of
                ERISA;

            


    

     

    
      	
            	(h)	
              a
                determination that any Employee Plan is, or is expected to be, in
                at-risk
                status (within the meaning of Section 430(i)(4)(A) of the Internal
                Revenue
                Code or Section 303 (1)(y)(A) of ERISA);
                or

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
            	(i)	
              the
                receipt by any Obligor or ERISA Affiliate of any notice, or the receipt
                by
                any Multiemployer Plan from any Obligor or ERISA Affiliate of any
                notice
                that a Multiemployer Plan is, or is expected to be, insolvent or
                in
                reorganization, within the meaning of Title IV of ERISA, or, on and
                after
                the effectiveness of the Pension Act, that a Multiemployer Plan is
                in
                endangered or critical status (within the meaning of Section 305
                of
                ERISA).

            


    

     

    "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 Facility Agent at its request quoted by the Reference
                Banks to leading banks in the European interbank
                market,

            


    

     

    as
      of the
      Specified Time on the Quotation Day 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 25
      (Events
      of Default).

     

    "Excess
      Cashflow"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Executive
      Order"
      means
      the US 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 24 September 2001, as amended.

     

    "Exit"
      means a
      Change of Control of the Parent or a sale in a single transaction or a series
      of
      related transactions of all or substantially all of the assets or business
      of
      the Group. 

     

    "Facility"
      means
      the term loan facility made available under this Agreement as described in
      Clause 2.1
      (The
      Facility).

     

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

     

    "Facility
      A"
      has the
      meaning given to it in the Senior Facilities Agreement.

     

    "Facility
      B"
      has the
      meaning given to it in the Senior Facilities Agreement.

     

    "Facility
      C"
      has the
      meaning given to it in the Senior Facilities Agreement.

     

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

     

    "Fee
      Letter"
      means
      any letter or letters dated on or about the date of this Agreement between
      the
      Arranger and the Company (or the Facility Agent and the Company or the Security
      Agent and the Company) setting out any of the fees referred to in Clause
14
      (Fees).

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    "Finance
      Document"
      means
      this Agreement, any Accession Letter, any Compliance Certificate, any Fee
      Letter, any Hedging Agreement, the Hedging Letter, the Indemnity Letter, the
      Intercreditor Agreement, any Resignation Letter, any Selection Notice, any
      Transaction Security Document, any Utilisation Request, any Withdrawal Notice
      and any other document designated as a "Finance Document" by the Facility Agent
      and the Company.

     

    "Finance
      Party"
      means
      the Facility Agent, the Arranger, the Security Agent, a Lender or a Hedge
      Counterparty.

     

    "Financial
      and Tax Report"
      means
      the financial and tax report dated 3 July 2008 prepared by
      PricewaterhouseCoopers relating to the Acquisition. 

     

    "Financial
      Indebtedness"
      means
      Borrowings and:

     

    
      	 	
              (a)

            	
              indebtedness
                owed by one member of the Group to another member of the
                Group;

            


    

     

    
      	 	
              (b)

            	
              indebtedness
                arising under the Vendor Documents;

            


    

     

    
      	 	
              (c)

            	
              for
                the purposes of Clause 25.5
                (Cross
                default)
                only, indebtedness arising under derivative transactions (taking
                into
                account only the marked to market value of any net payments);
                and

            


    

     

    
      	 	
              (d)

            	
              indebtedness
                arising under any agreements in relation to Company Subordinated
                Debt or
                Parent Subordinated Debt.

            


    

     

    "Financial
      Quarter"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Financial
      Year"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Fraudulent
      Transfer Law"
      means
      any applicable US Bankruptcy Law or any applicable US state fraudulent transfer
      or conveyance law.

     

    "Funds
      Flow Statement"
      means
      the statement delivered pursuant to Part I of Schedule 2 (Conditions
      Precedent and conditions subsequent)
      showing
      the anticipated flow of funds on Closing relating to the borrowing and lending
      of money pursuant to this Agreement and as otherwise outlined in the Structure
      Memorandum with such amendments or modifications as do not materially and
      adversely affect the interests of the Lenders or which have been made with
      the
      consent of the Majority Lenders (acting reasonably).

     

    "Gross
      Assets"
      means
      the gross assets of an entity or entities, as the case may be,
      minus:

     

    
      	 	
              (a)

            	
              goodwill;

            


    

     

    
      	 	
              (b)

            	
              acquired
                intellectual property from a person outside the
                Group;

            


    

     

    
      	 	
              (c)

            	
              cash
                upstreamed to the Company pursuant to the Opco Loan Agreements or
                by way
                of distribution, in each case, in connection with the Transaction;
                and

            


    

     

    
      	 	
              (d)

            	
              intra-Group
                eliminations.

            


    

     

    "Group"
      means
      the Parent and each of its Subsidiaries for the time being.

     

    "Group
      Blocked Account"
      has the
      meaning given to it in the Parent Debenture.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    "Group
      Structure Chart"
      means a
      group structure chart showing the structure of the Group on consummation of
      the
      Acquisition.

     

    "Guarantor"
      means
      an Original Guarantor or an Additional Guarantor, unless it has ceased to be
      a
      Guarantor in accordance with Clause 27
      (Changes
      to the Obligors).

     

    "Guarantor
      Coverage"
      has the
      meaning given to it in Clause 24.32 (Guarantors).

     

    "Hedge
      Counterparty"
      means a
      Lender, any Affiliate of a Lender or any other financial institution which
      has
      become a party to the Intercreditor Agreement as a "Hedge Counterparty" in
      accordance with the provisions of the Intercreditor Agreement.

     

    "Hedging
      Agreement"
      means
      any master agreement, confirmation, schedule or other agreement entered into
      or
      to be entered into by the Company or any other Borrower and a Hedge Counterparty
      on ISDA standard terms for the purpose of hedging interest rate and currency
      liabilities (i) in relation to the Term Facilities and the Facility in
      accordance with the Hedging Letter delivered to the Facility Agent under Clause
      4.1
      (Initial
      conditions precedent)
      or (ii)
      in relation to any Treasury Transaction permitted by Clause 24.28
      (Treasury
      Transactions).

     

    "Hedging
      Letter"
      means
      the letter dated on or about the date of this Agreement, setting out certain
      matters in relation to hedging of (inter alia) the Term Facilities and the
      Facility.

     

    "Highest
      Lawful Rate"
      means
      the maximum lawful interest rate, if any, that at any time or from time to
      time
      may be contracted for, charged, or received under the laws applicable to any
      Obligor or any Finance Party which are presently in effect or, to the extent
      allowed by law, under such applicable laws which may hereafter be in effect
      and
      which allow a higher maximum non-usurious interest rate than applicable laws
      now
      allow.

     

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

     

    "Hugo
      IP Business"
      means
      the business related to the exploitation of the "Hugo the Troll" intellectual
      property rights.

     

    "IFRS"
      means
      International Accounting Standards within the meaning of IAS Regulation
      1606/2002 to the extent applicable to the relevant financial
      statements.

     

    "Implementation
      Agreement"
      means
      the agreement between the Permira Holdcos, the Parent, the Company, Newton
      and
      Newton Inc. in connection with the Scheme.

     

    "Indemnity
      Letter"
      means
      the indemnity letter dated on or about the date of this Agreement between NDS
      Amerisub, LLC and the Arranger (as the same may be replaced in accordance with
      its terms from time to time).

     

    "Information
      Memorandum"
      means
      the document which at the request of the Company and on its behalf is to be
      prepared in relation to the Transaction describing, among other things, the
      Acquisition, the Group and the financing thereof in the form approved by the
      Company and distributed by the Arranger prior to the Syndication Date in
      connection with the syndication of the Senior Facilities and the
      Facility.

     

    "Intellectual Property"
      means:

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              any
                patents, trade marks, service marks, designs, business names, copyrights,
                design rights, moral rights, inventions, confidential information,
                knowhow
                and other intellectual property rights and interests, whether registered
                or unregistered; and

            


    

     

    
      	 	
              (b)

            	
              the
                benefit of all applications and rights to
                use such assets of each member of the
                Group.

            


    

     

    "Intercreditor
      Agreement"
      means
      the intercreditor agreement to be entered into between certain parties to this
      Agreement and others including the Lenders, the Hedge Counterparties, the
      lenders under the Senior Facilities, the VLN Security Trustee and the Vendor
      Loan Note Holder. 

     

    "Interest"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Interest
      Cover"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Interest
      Income"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Interest
      Payable"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Interest
      Period"
      means,
      in relation to a Loan, each period determined in accordance with Clause
12
      (Interest
      Periods)
      and, in
      relation to an Unpaid Sum, each period determined in accordance with Clause
      11.4
      (Default
      interest).

     

    "Internal
      Revenue Code"
      means
      the United States Internal Revenue Code of 1986 (26 U.S.C. §§ 1 et seq.), as
      amended from time to time.

     

    "Investors"
      means
      Newton and Permira.

     

    "IPO"
      means
      an initial public offering of the shares in the Parent, any other member of
      the
      Group or any direct or indirect holding company of the Group (excluding the
      Investors or any Holding Company of the Investors).

     

    "IRS"
      means
      the United States Internal Revenue Service (or any successor thereto).


     

    "ITA"
      means
      the Income Tax Act 2007.

     

    "Joint
      Venture"
      means
      any joint venture entity not being a member of the Group, whether a company,
      unincorporated firm, undertaking, association, joint venture or partnership
      or
      any other entity.

     

    "Joint
      Venture Investment"
      has the
      meaning given to that term in paragraph (a) of the definition of Permitted
      Joint
      Venture.

     

    "Jungo"
      means
      Jungo Limited.

     

    "Jungo
      Business"
      means
      the businesses owned by Jungo and its subsidiaries other than the Jungo Tools
      Business.

     

    "Jungo
      Tools Business"
      means
      the business related to the Jungo software tools for embedded software
      development.

     

    "Legal
      Due Diligence Report"
      means
      the legal due diligence report dated 13 June 2008 prepared by Clifford Chance
      LLP relating to the Acquisition.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    "Lender"
      means:

     

    
      	 	
              (a)

            	
              any
                Original Lender;
                and

            


    

     

    
      	 	
              (b)

            	
              any
                bank, financial institution, trust, fund or other entity which has
                become
                a Party in accordance with Clause 26
                (Changes
                to the Lenders),

            


    

     

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

     

    "Lender
      Blocked Account"
      has the
      meaning given to it in the Parent Debenture.

     

    "Letter
      of Credit"
      has the
      meaning given to it in the Senior Facilities Agreement.

     

    "LIBOR"
      means,
      in relation to any Loan:

     

    
      	 	
              (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 Facility
                Agent
                at its request quoted by the Reference Banks to leading banks in
                the
                London interbank market,

            


    

     

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

     

    "LMA"
      means
      the Loan Market Association.

     

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

     

    "Local
      Facilities"
      means
      current account, overdraft, letter of credit, foreign exchange and SWIFT and
      BACS facilities made available to a member of the Group together with any
      guarantee given by another member of the Group in respect of any Borrowing
      thereunder.

     

    "Major
      Event of Default"
      means
      any circumstance constituting an Event of Default under any of the following:
      Clause 25.1
      (Non-payment)
      insofar
      as it relates to non-payment of principal, interest or fees (in the case of
      fees, being any of those payable under Clause 14.1
      (Commitment
      fee)
      to
      Clause 14.3
      (Agency
      Fee)
      and
      Clause 8.5
      (Prepayment
      fee)
      only),
      Clause 25.7
      (Insolvency
      proceedings),
      Clause
25.8
      (Creditors'
      process),
      Clause
25.9
      (Unlawfulness
      and invalidity),
      Clause
25.10
      (Intercreditor
      Agreement),
      Clause
25.11
      (Cessation
      of business),
      Clause
25.12
      (Audit
      qualification)
      or
      Clause 25.13
      (Repudiation
      and rescission of agreements).
      

     

    "Majority Lenders"
      means:

     

    
      	 	
              (a)

            	
              (for
                the purposes of paragraph (a) of Clause 37.1
                (Required
                consents)
                in the context of a waiver in relation to a proposed Utilisation
                of the
                Facility (other than a Utilisation on Closing) of the condition in
                Clause 4.2
                (Conditions
                to Utilisation)),
                a Lender or Lenders whose Available Commitments with respect to the
                relevant Facility aggregate at least 662/3
                per cent. of the Available Facility;
                and

            


    

     

    
      	 	
              (b)

            	
              (in
                any other case), a Lender or Lenders whose Commitments aggregate
                at least
                662/3
                per cent. of the Total Commitments (or, if the Total Commitments
                have been
                reduced to zero, aggregate at least 662/3
                per cent. of the Total Commitments immediately prior to that reduction).
                

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    "Management
      Investment Agreement"
      means
      the investment agreement to be entered into on or before the date of the
      Implementation Agreement by the Permira Holdcos, Newton, Newton Inc., the Parent
      and the Management Stockholders (as defined therein) in respect of the
      subscription for shares by the Management Stockholders (as defined therein)
      in
      the Parent.

     

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

     

    "Mandatory
      Prepayment Account"
      means
      an interest-bearing account:

     

    
      	 	
              (a)

            	
              held
                by a Borrower with the Facility Agent or Security
                Agent (or its Affiliate);

            


    

     

    
      	 	
              (b)

            	
              identified
                in a letter between the Company and the Facility Agent as a Mandatory
                Prepayment Account;

            


    

     

    
      	 	
              (c)

            	
              subject
                to Security in favour of the Security Agent which Security is in
                form and
                substance satisfactory to the Facility Agent and Security Agent;
                and

            


    

     

    
      	 	
              (d)

            	
              from
                which no withdrawals may be made by any members of the Group except
                as
                contemplated by this Agreement,

            


    

     

    as
      the
      same may be redesignated, substituted or replaced from time to
      time.

     

    "Margin"
      means
      the Cash Margin and the PIK Margin.

     

    "Margin
      Stock"
      means
      margin stock or margin security within the meaning of Regulation U or
      Regulation X of the Board of Governors of the Federal Reserve System of the
      US (or any successor).

     

    "Market
      Disruption Event"
      has the
      meaning given to that term in paragraph (b) of Clause 13.2
      (Market
      disruption).

     

    "Market
      Reports"
      means
      the commercial reports prepared by LEK dated May 6, 2008 and May 14, 2008,
      the
      commercial report prepared by Solon dated 7 July 2008 and the commercial report
      prepared by Spectrum dated 15 May 2008. 

     

    "Master
      Intercompany Agreement"
      means
      the master intercompany agreement dated 22 November 1999 between The News
      Corporation Limited (subsequently reincorporated as Newton) and the
      Parent.

     

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

     

    
      	 	
              (a)

            	
              the
                consolidated business, assets or financial condition of the Group
                taken as
                a whole such that the Group taken as a whole would be reasonably
                likely to
                be unable to perform its payment obligations under any of the Finance
                Documents or comply with its obligations under Clause 23
                (Financial
                Covenants);
                or

            


    

     

    
      	 	
              (b)

            	
              subject
                to the Reservations and the Perfection Requirements, the validity
                or
                enforceability of any Security granted pursuant to any of the Finance
                Documents in any way which is materially adverse to the interests
                of the
                Lenders under the Finance Documents taken as a whole, and without
                duplication of any other cure period, if capable of remedy, not remedied
                within 20 Business Days of the Company becoming aware of the issue
                or
                being given notice of the issue by the Facility
                Agent.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    "Material
      Company"
      means,
      at any time:

     

    
      	 	
              (a)

            	
              an
                Obligor; or

            


    

     

    
      	 	
              (b)

            	
              a
                Subsidiary of the Parent which:

            


    

     

    
      	 	
              (i)

            	
              is
                listed in Schedule 11
                (Material
                Companies)
                while such Subsidiary satisfies the criteria in paragraph (ii) below;
                or

            


    

     

    
      	 	
              (ii)

            	
              has
                earnings before interest, tax, depreciation and amortisation (calculated
                on the same basis as Consolidated EBITDA, mutatis
                mutandis)
                on an unconsolidated basis representing 5 per cent. or more of
                Consolidated EBITDA and/or has Gross Assets on an unconsolidated
                basis
                representing 5 per cent. or more of the Gross Assets of the Group
                (or
                which is a Holding Company of any such Subsidiary falling within
                this
                paragraph (b) or paragraph (a) above (other than any holding company
                of
                the Parent) that would not otherwise be a Material Company), and
                for these
                purposes:

            


    

     

    
      	
            	(1)	
              compliance
                with the conditions set out in paragraph (b)(ii) shall be determined
                by
                reference to
                the latest audited consolidated financial statements of the
                Group;

            


    

     

    
      	
            	(2)	
              if
                a Subsidiary has been acquired since the date as at which the latest
                audited consolidated financial statements of the Group were prepared,
                the
                financial statements shall be deemed to be adjusted as set out in
                paragraph (d) of Clause 23.3
                (Financial
                testing)
                in order to take into account the acquisition of that Subsidiary;
                and

            


    

     

    
      	
            	(3)	
              a
                report by the Auditors of the Parent that a Subsidiary is or is not
                a
                Material Company shall, in the absence of manifest error, be conclusive
                and binding on all Parties.

            


    

     

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

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

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

            


    

     

    The
      above
      rules will only apply to the last month of any period. "Monthly"
      shall
      be construed accordingly.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    "Multiemployer
      Plan"
      means,
      at any time, a multiemployer plan, as defined in Section 4001(a)(3) of
      ERISA, then or at any time during the previous five years maintained for, or
      contributed to (or to which there is or was an obligation to contribute) on
      behalf of, employees of any Obligor or any ERISA Affiliate.

     

    "Multiple
      Employer Plan"
      means a
      single employer plan, as defined in Section 4001(a)(15) of ERISA, that
      (a) is maintained for employees of any Obligor or any ERISA Affiliate and
      at least one person (other than the Obligors and the ERISA Affiliates) or
      (b) was so maintained and in respect of which any Obligor or any ERISA
      Affiliate could have liability under Section 4064 or 4069 of ERISA in the
      event such plan has been or were to be terminated.

     

    "Net
      Debt Service"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Net
      Proceeds"
      means
      the cash proceeds (and if the recipient is not a wholly owned Subsidiary of
      a
      member of the Group the cash proceeds proportionate to the interest held by
      the
      Group in the recipient) of any IPO, disposal, insurance claim or claim under
      the
      Reports or the Structure Memorandum after deducting:

     

    
      	 	
              (a)

            	
              fees,
                costs and expenses incurred by any member of the
                Group with respect to that IPO, disposal or claim to persons who
                are not
                members of the Group (including without limitation bonus payments
                to
                management of the IPO or disposed
                business);

            


    

     

    
      	 	
              (b)

            	
              any
                Tax incurred and required to be paid or reserved for by the seller
                or
                claimant in connection with that disposal or claim (as reasonably
                determined by the seller or claimant) or the transfer of the proceeds
                thereof intra-Group;

            


    

     

    
      	 	
              (c)

            	
              amounts
                retained to cover anticipated liabilities reasonably expected to
                arise in
                connection with the disposal;

            


    

     

    
      	 	
              (d)

            	
              costs
                of closure, relocation, reorganisation and restructuring, and costs
                incurred preparing the asset for
                disposal;

            


    

     

    
      	 	
              (e)

            	
              amounts
                to be repaid to the entity disposed of in respect of intra-Group
                indebtedness; and

            


    

     

    
      	 	
              (f)

            	
              third
                party debt secured on the assets disposed of which is to be repaid
                out of
                those proceeds.

            


    

     

    For
      the
      purposes of this definition of "Net
      Proceeds",
      references to a disposal shall include an IPO and this definition shall be
      construed accordingly provided that the deduction in paragraph (c) above shall
      not apply in the context of an IPO. 

     

    "Newton"
      means
      News Corporation, a company incorporated in Delaware.

     

    "Newton
      Inc."
      means
      NDS Holdco, Inc.

     

    "Non-Consenting
      Lender"
      has the
      meaning given to that term in Clause 26.11
      (Replacement
      of Lenders).

     

    "Non-Core
      Business"
      means
      the Orbis Business and the shares in the capital of Orbis and its
      Subsidiaries.

     

    "Non-Obligor"
      means a
      member of the Group which is not an Obligor.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    "NT
      Acquisition"
      means
      the acquisition by Orbis of NT Media pursuant to a purchase and sale agreement
      dated 2 September 2005.

     

    "Obligor"
      means a
      Borrower or a Guarantor.

     

    "Obligors'
      Agent"
      means
      the Company, appointed to act on behalf of each Obligor in relation to the
      Finance Documents pursuant to Clause 2.3
      (Obligors'
      Agent).

     

    "OFAC"
      means
      the Office of Foreign Assets Control of the United States Department of the
      Treasury.

     

    "Opco
      Loan Agreements"
      means
      the intercompany loan agreement and discounted loan notes between certain of
      the
      Group's operating companies as lenders and the Company as borrower, as referred
      to in the Structure Memorandum.

     

    "Orbis"
      means
      Orbis Technology Limited. 

     

    "Orbis
      Business"
      means
      the software technologies business for providing front-end and back-end systems
      for bookmakers.

     

    "Original
      Financial Statements"
      means
      the financial statements for the financial year ended 30 June 2007 relating
      to
      the Group.

     

    "Original
      Obligor"
      means
      an Original Borrower or an Original Guarantor.

     

    "Panel"
      means
      the Panel on Takeovers and Mergers.

     

    "Parent"
      means
      NDS Group PLC (and following its re-registration as a private company, NDS
      Group
      Limited).

     

    "Parent
      Debenture"
      means
      the debenture between the Parent and Security Agent delivered to the Agent
      pursuant to paragraph 3(b) of Part I of Schedule 2 (Conditions
      precedent and conditions subsequent).

     

    "Parent
      New Equity"
      means
      the proceeds of a subscription for shares in the Parent by an Investor (or
      any
      entity through which that Investor holds its interest in the Parent) or any
      other form of equity contribution to the Parent by an Investor (or any entity
      through which that Investor holds its interest in the Parent).

     

    "Parent
      Subordinated Debt"
      means
      any loans made by an Investor (or any entity through which that Investor holds
      its interest in the Parent) to the Parent:

     

    
      	 	
              (a)

            	
              on
                or before the Scheme Date; or

            


    

     

    
      	 	
              (b)

            	
              subordinated
                to the Senior Facilities and the Facility on terms reasonably acceptable
                to the Facility Agent (acting
                reasonably).

            


    

     

    "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 U.S. Pension Benefit Guaranty Corporation established pursuant to Section
      4002 of ERISA (or any entity succeeding to all or any of its functions under
      ERISA).

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    "Pension
      Act"
      means
      the United States Pension Protection Act of 2006, as amended.

     

    "Perfection
      Requirements"
      means
      the making or the procuring of the appropriate registrations, filings,
      endorsements, notarisations, stampings and/or notifications of the Transaction
      Security Documents and/or the Transaction Security created thereunder in order
      to perfect the Transaction Security.

     

    "Permira"
      means
      funds and limited partnerships advised by Permira Advisers LLP.

     

    "Permira
      Holdcos"
      has the
      meaning given to that term in the Structure Memorandum.

     

    "Permitted Acquisition"
      means:

     

    
      	 	
              (a)

            	
              an
                acquisition contemplated by Step
                4 of Section 3 (Proposed
                investment steps)
                or by Section 5 (Israel
                Reorganisation)
                of the Structure Memorandum or contemplated by the Transaction Documents,
                including the Acquisition;

            


    

     

    
      	 	
              (b)

            	
              an
                acquisition by a member of the Group of an asset sold, leased, transferred
                or otherwise disposed of by another member of the Group in circumstances
                constituting a Permitted Disposal;

            


    

     

    
      	 	
              (c)

            	
              an
                acquisition by a member of the Group of an asset sold, leased, transferred
                or otherwise disposed of by another member of the Group in circumstances
                constituting a Permitted
                Transaction;

            


    

     

    
      	 	
              (d)

            	
              an
                acquisition of securities which are Cash Equivalent
                Investments;

            


    

     

    
      	 	
              (e)

            	
              the
                acquisition by a member of the Group of the share of another joint
                venture
                partner under the terms of any joint venture agreement existing at
                Closing;

            


    

     

    
      	 	
              (f)

            	
              the
                acquisition of a limited liability partnership or the issued share
                capital
                of a limited liability company (including, in each case, by way of
                formation) which has not traded and has no material liabilities or
                obligations prior to the date of such acquisition;
                

            


    

     

    
      	 	
              (g)

            	
              an
                acquisition (not being an acquisition by the Parent) of (A) more
                than 50
                per cent. of the voting ownership interests in a person (or additional
                ownership interests in a member of the Group), (B) 50 per cent. or
                less of
                the voting ownership interests in a person, provided that as a direct
                result of the acquisition the relevant member of the Group making
                the
                acquisition shall, upon completion of the acquisition, hold more
                than 50
                per cent. of the voting ownership interests in the person the subject
                of
                the acquisition or (C) any business or undertaking, but only
                if:

            


    

     

    
      	 	
              (i)

            	
              no
                Event of Default is continuing on the acquisition contract date for
                the
                acquisition or would occur as a result of the acquisition (other
                than any
                Event of Default which can reasonably be expected to be remedied
                during
                the applicable Clean-Up Period);

            


    

     

    
      	 	
              (ii)

            	
              the
                person, business or undertaking to be acquired to the knowledge of
                the
                Parent has no material contingent liabilities save to the extent
                reflected
                in the Total Purchase Price (as defined in sub-paragraph (iv) below)
                or as indemnified by the relevant vendor or to the extent that they
                will
                be discharged within 6 months of the acquisition closing or adequately
                insured or reserved against in the Group's
                accounts;

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              the
                acquired person, business or undertaking is engaged in a business
                the
                general nature of which is similar or complementary to that carried
                on by
                the Group or a part of the Group;

            


    

     

    
      	 	
              (iv)

            	
              the
                consideration (including associated costs and expenses) for the
                acquisition and any Financial Indebtedness assumed remaining in the
                acquired person (or any such business or undertaking) at the date
                of
                acquisition (the "Purchase
                Price")
                (when aggregated with the consideration (including associated costs
                and
                expenses) for any other Permitted Acquisition under this paragraph
                (g) and
                any Financial Indebtedness assumed remaining in any such acquired
                persons
                or businesses or undertakings at the time of acquisition (the
                "Total
                Purchase Price")
                does not (a) in any financial year of the Parent exceed in aggregate
                $50,000,000 or its equivalent (plus Retained Cash, the proceeds of
                any
                Company Subordinated Debt or Company New Equity) or (b) during the
                life of the Facility exceed in aggregate $200,000,000 or its equivalent
                (plus Retained Cash, the proceeds of any Company Subordinated Debt
                or
                Company New Equity);

            


    

     

    
      	 	
              (v)

            	
              in
                the case of any single acquisition where the Purchase Price exceeds
                $30,000,000 (or its equivalent) the Company has provided to the Facility
                Agent projections certified by the Company in a certificate signed
                by the
                Chief Financial Officer of the Company showing calculations (on a
                pro
                forma basis)
                taking account of such acquisition (including cost savings and other
                synergies which the Company (acting reasonably) believes can be obtained
                12 months after the acquisition and excluding acquisition related
                non-recurring costs which, if above $10,000,000, have been verified
                by one
                of the Big Four Accountants) demonstrating that the financial covenants
                in
                Clause 23.2
                (Financial
                condition)
                will be satisfied for the 12 month period following the
                acquisition;

            


    

     

    
      	 	
              (vi)

            	
              the
                acquired person, business or undertaking has earnings before interest,
                tax, depreciation and amortisation (calculated on the same basis
                as
                Consolidated EBITDA, mutatis
                mutandis)
                which are positive for the period of twelve months prior to the
                acquisition (including on a pro
                forma basis
                cost savings and other synergies which the Company (acting reasonably)
                believes can be obtained (as certified by the Company in a certificate
                signed by the Chief Financial Officer of the Company, issued by reference
                to the Company's knowledge with regard to the information reasonably
                available at such time which, if above $10,000,000, have been verified
                by
                one of the Big Four Accountants) within 12 months of the relevant
                acquisition) or if its earnings before interest, tax, depreciation
                and
                amortisation (calculated on the same basis as Consolidated EBITDA,
                mutatis
                mutandis)
                are negative for that period, that negative earnings before interest,
                tax,
                depreciation and amortisation (calculated on the same basis as
                Consolidated EBITDA, mutatis
                mutandis)
                when aggregated with the respective earnings before interest, tax,
                depreciation and amortisation (calculated on the same basis as
                Consolidated EBITDA, mutatis
                mutandis)
                of all other Permitted Acquisitions which had negative earnings before
                interest, tax, depreciation and amortisation (calculated on the same
                basis
                as Consolidated EBITDA, mutatis
                mutandis)
                made during that financial year is no more than $10,000,000 taking
                into
                account pro
                forma cost
                savings and other synergies which the Company (acting reasonably)
                believes
                can be obtained (as certified by the Company in a certificate signed
                by
                the Chief Financial Officer of the Company and as verified by detailed
                calculations, issued by reference to the Company's knowledge with
                regard
                to the information reasonably available at such time which, if above
                $10,000,000, have been verified by one of the Big Four Accountants)
                within
                12 months of the relevant acquisition;


            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (vii)

            	
              the
                ratio of Consolidated Total Net Debt to Consolidated EBITDA (calculated
                on
                the assumption that the relevant acquisition occurred on the first
                day of
                the Relevant Period expiring on the most recent Quarter Date and
                including
                on a pro
                forma basis
                cost savings and other synergies which the Company (acting reasonably)
                believes can be obtained (as certified by the Company in a certificate
                signed by the Chief Financial Officer of the Company and as verified
                by
                detailed calculations, issued by reference to the Company's knowledge
                with
                regard to the information reasonably available at such time which,
                if
                above $10,000,000, have been verified by one of the Big Four Accountants)
                within 12 months of the relevant acquisition) shall not increase
                above the lower of:

            


    

     

    
      	 	
              (A)

            	
              the
                ratio of Consolidated Total Net Debt to Consolidated EBITDA at Closing;
                and

            


    

     

    
      	 	
              (B)

            	
              the
                higher of:

            


    

     

    
      	
            	(1)	
              the
                ratio of Consolidated Total Net Debt to Consolidated EBITDA existing
                on
                the
                most recent Quarter Date; and

            


    

     

    
      	
            	(2)	
              the
                covenanted ratio of Consolidated Total Net Debt to Consolidated EBITDA
                for
                such Quarter Date less 10 per cent,

            


    

     

    provided
      that if
      the
      acquisition occurs prior to the first financial undertaking test date, the
      ratio
      of Consolidated Total Net Debt to Consolidated EBITDA to be complied with as
      at
      the first test date shall be used;

     

    
      	 	
              (viii)

            	
              in
                the case of any single acquisition the Purchase Price of which is
                greater
                than $50,000,000 (or its equivalent) the Company
                has commissioned:

            


    

     

    
      	 	
              (A)

            	
              a
                legal due diligence report in respect of such acquisition;
                and

            


    

     

    
      	 	
              (B)

            	
              an
                accountant's due diligence report in respect of such acquisition
                prepared
                by one of the Big Four Accountants,

            


    

     

    and
      the
Company
      shall use its reasonable endeavours (i) to procure that the Facility Agent,
      Security Agent and the Lenders may rely on such due diligence reports to the
      extent the relevant report provider agrees; and (ii) to deliver such reports
      to
      the Facility Agent prior to the completion of that acquisition. In any case
      such
      reports (provided
      that
      the
      relevant hold harmless and reliance terms have been agreed) shall be delivered
      to the Facility Agent within 5 Business Days of completion of that acquisition;
      and

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ix)

            	
              in
                the case of any single acquisition the Purchase Price of which is
                greater
                than $20,000,000 (or its equivalent) the Company
                provides to the Facility Agent a certificate signed by the Chief
                Financial
                Officer giving calculations showing in reasonable detail that the
                Parent
                would have remained in compliance with its obligations under the
                financial
                covenants in Clause 23.2
                (Financial
                condition)
                if such financial covenants were recalculated for the Relevant Period
                ending on the most recent Quarter Date consolidating the financial
                statements of the acquired limited liability person (consolidated
                if it
                has Subsidiaries) or business or undertaking with the financial statements
                of the Group for such period calculated in accordance with the Acquisition
                and Disposal Adjustment,

            


    

     

    provided
      that sub-paragraphs
      (vii) to (ix) above shall not apply to any such acquisition which is funded
      in
      its entirety by Company New Equity or Company Subordinated Debt (other than
      contributed pursuant to paragraph (e) of Clause 23.3 (Financial
      testing))
      and
provided
      further that where
      such acquisition is funded by utilisation of the Revolving Facility or the
      Uncommitted Acquisition Facility, the Company shall (prior to the delivery
      of a
      utilisation request in respect of the Revolving Facility or the Uncommitted
      Acquisition Facility or the Acquisition Sub-Limit) deliver to the Facility
      Agent
      a certificate signed by the Chief Financial Officer setting out in reasonable
      detail how the Purchase Price for that acquisition will be funded including
      details of any Company New Equity, Company Subordinated Debt and/or Retained
      Cash being used;

     

    
      	 	
              (h)

            	
              an
                acquisition of shares pursuant to a Permitted Share Issue;
                

            


    

     

    
      	 	
              (i)

            	
              the
                acquisition by the Parent of shares in the Parent,
                and

            


    

     

    
      	 	
              (j)

            	
              an
                acquisition resulting from a Permitted Joint
                Venture.

            


    

     

    provided
      further that
      (other
      than as set out in the foregoing paragraphs (a), (c) to the extent the relevant
      "Permitted Transaction" falls under paragraph (g) of the definition of Permitted
      Transaction, (d), (h) provided the Parent is the acquiring entity and the shares
      acquired are shares in the Company, and (i)), none of the above permissions
      shall apply to the Parent.

     

    "Permitted
      Disposal"
      means
      any sale, lease, licence, transfer or other disposal which is:

     

    
      	 	
              (a)

            	
              of
                trading assets made by any member of the Group in the ordinary course
                of
                trading of the disposing entity;

            


    

     

    
      	 	
              (b)

            	
              of
                any asset by a member of the Group (the "Disposing
                Company")
                to another member of the Group (the "Acquiring
                Company"),
                but if the Disposing Company is a Guarantor, the Acquiring Company
                must be
                a Guarantor and if the Disposing Company had given Security over
                the asset
                the Acquiring Company must, subject to the Security Principles, give
                equivalent Security over the asset and, if the asset being disposed
                of is
                shares owned by a Guarantor, the Acquiring Company must be a Guarantor
                incorporated in the same jurisdiction as the Disposing
                Company;

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              of
                any asset (other than shares or businesses) from an Obligor to a
                Non-Obligor provided
                that
                the aggregate amount transferred by all Obligors (net of the value
                of any
                assets transferred from a Non-Obligor to an Obligor) when aggregated
                with
                all Financial Indebtedness under guarantees given under paragraph
                (c) of
                the definition of Permitted Guarantee; Financial Indebtedness under
                arrangements permitted under the proviso in paragraph (j)(A) of the
                definition of Permitted Financial Indebtedness and all outstanding
                loans
                under paragraph (e) of the definition of Permitted Loan does not
                exceed
                $75,000,000 at any time (or its
                equivalent);

            


    

     

    
      	 	
              (d)

            	
              of
                assets (other than shares or businesses) in exchange for other assets
                reasonably comparable or superior as to type or quality for use in
                the
                business within 12 months thereafter and which are subject to Security
                in
                accordance with the Security Principles if the assets that they have
                been
                exchanged for were the subject of Security under the Transaction
                Security
                Documents;

            


    

     

    
      	 	
              (e)

            	
              of
                Cash or Cash Equivalent Investments or (subject to the terms of the
                Hedging Letter) Permitted Treasury Transactions, in each case in
                exchange
                for Cash or Cash Equivalent Investments or for purposes otherwise
                not
                prohibited under the Finance
                Documents;

            


    

     

    
      	 	
              (f)

            	
              constituted
                by a licence of Intellectual Property in the ordinary course of business
                and, provided
                that
                in
                the case of an exclusive licence, the Intellectual Property is no
                longer
                required for the relevant person's business or
                operations;

            


    

     

    
      	 	
              (g)

            	
              to
                a Joint Venture, to the extent permitted by Clause 24.8
                (Joint
                ventures);

            


    

     

    
      	 	
              (h)

            	
              of
                assets compulsorily acquired by any governmental authority provided
                that
                this does not constitute an Event of
                Default;

            


    

     

    
      	 	
              (i)

            	
              a
                lease or licence of property in the ordinary course of
                business;

            


    

     

    
      	 	
              (j)

            	
              described
                by the Structure Memorandum;

            


    

     

    
      	 	
              (k)

            	
              up
                to $25,000,000 (or its equivalent) by way of sale and leaseback (in
                aggregate for the Group at any
                time);

            


    

     

    
      	 	
              (l)

            	
              arising
                as a result of a Permitted
                Transaction;

            


    

     

    
      	 	
              (m)

            	
              arising
                as a result of any Permitted
                Security;

            


    

     

    
      	 	
              (n)

            	
              of
                receivables on a non-recourse basis in the event of a failure to
                pay;

            


    

     

    
      	 	
              (o)

            	
              of
                assets (other than shares or businesses in any member of the Group)
                which
                are obsolete or which are no longer required for the relevant person's
                business or operations;

            


    

     

    
      	 	
              (p)

            	
              of
                fixed assets in compliance with the provisions of Clause 9.2
                (Disposal, Insurance and Acquisition Proceeds, Excess Cashflow and
                IPO);

            


    

     

    
      	 	
              (q)

            	
              of
                all or any part of the Non-Core Business (including by way of
                IPO);

            


    

     

    
      	 	
              (r)

            	
              of
                any asset pursuant to a contractual arrangement existing at Closing;
                

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (s)

            	
              of
                all or any part of the Jungo Business, the Jungo Tools Business,
                the Hugo
                IP Business and the shares in the capital of Jungo and its Subsidiaries
                (including by way of IPO);

            


    

     

    
      	 	
              (t)

            	
              of
                assets for cash where the net consideration receivable (when aggregated
                with the net consideration receivable for any other sale, lease,
                licence,
                transfer or other disposal not allowed under the preceding paragraphs
                or
                as a Permitted Transaction) does not exceed $25,000,000 (or its
                equivalent) in any financial year of the Parent;
                or

            


    

     

    
      	 	
              (u)

            	
              pursuant
                to a Permitted Share Issue,

            


    

     

    provided
      that
      (other
      than as set out in the foregoing paragraphs (e), (h), (j), (l), (m) to the
      extent the relevant "Permitted Security" falls under paragraphs (l) and (w)
      of
      the definition of "Permitted Security" and insofar as it is permitted for the
      Parent, and (u) to the extent the relevant "Permitted Share Issue" falls under
      paragraph (a) of the definition of "Permitted Share Issue"), none of the above
      permissions shall apply to the Parent.

     

    "Permitted
      Financial Indebtedness"
      means
      indebtedness:

     

    
      	 	
              (a)

            	
              arising
                under any of the Finance Documents, the
                Senior Finance Documents, Company Subordinated Debt, Parent Subordinated
                Debt, the Vendor Documents, the intra group loan agreements and the
                Opco
                Loan Agreements in each case in the form delivered as a condition
                precedent under this Agreement or in any form permitted under the
                Intercreditor Agreement;

            


    

     

    
      	 	
              (b)

            	
              to
                the extent covered by a Letter of Credit issued under the Senior
                Facilities Agreement or other letter of credit, guarantee or indemnity
                issued under an Ancillary Facility or Fronted Ancillary
                Facility;

            


    

     

    
      	 	
              (c)

            	
              arising
                under a foreign exchange transaction for spot or forward delivery
                entered
                into in connection with protection against fluctuation in currency
                or
                interest rates and not for investment or speculative
                purposes;

            


    

     

    
      	 	
              (d)

            	
              arising
                under a Permitted Loan, Permitted Guarantee or paragraphs (e) and
                (k) of
                Permitted Transaction;

            


    

     

    
      	 	
              (e)

            	
              of
                any person or in any business or undertaking acquired pursuant to
                a
                Permitted Acquisition which is incurred under arrangements in existence
                at
                the date of such acquisition, but not incurred or the principal amount
                increased (otherwise than by the capitalisation of interest) or its
                maturity date extended in contemplation of, or since, that acquisition,
                and outstanding only for a period of six months following the date
                of
                acquisition;

            


    

     

    
      	 	
              (f)

            	
              under
                finance or capital leases of vehicles, plant, equipment or computers,
                provided
                that
                the aggregate capital value of all such items so leased under outstanding
                leases by members of the Group does not exceed $20,000,000 (or its
                equivalent) at any time;

            


    

     

    
      	 	
              (g)

            	
              raised
                by the issue of redeemable shares which are
                either:

            


    

     

    
      	 	
              (i)

            	
              held
                by another member of the Group (provided if issued by an Obligor,
                held by
                an Obligor);

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              issued
                by the Parent, that do not result in a Change of Control and are
                not
                redeemable at the option of their holder until
                after the Termination Date; or

            


    

     

    
      	 	
              (iii)

            	
              issued
                by the Parent as part of the
                Transaction;

            


    

     

    
      	 	
              (h)

            	
              factoring
                of receivables on a non-recourse basis in the event of a failure
                to
                pay;

            


    

     

    
      	 	
              (i)

            	
              raised
                under Local Facilities provided
                that the aggregate amount of that indebtedness does not exceed
                $35,000,000;

            


    

     

    
      	 	
              (j)

            	
              arising
                under any cash pooling or management arrangement with an Approved
                Bank in
                the ordinary course of business of its banking arrangements for the
                purpose of netting debit and credit balances subject to paragraph
                (c) of
                the definition of Permitted Guarantee of members of the Group to
                the
                extent that the aggregate of the debit balances of the members of
                the
                Group under such arrangements do not exceed the aggregate of all
                the
                linked balances of the members of the Group under such arrangements
                and
                provided that (A) the aggregate of the debit balances of non-Obligors
                when aggregated with (B) all disposals under paragraph (c) of the
                definition of Permitted Disposal, all Financial Indebtedness under
                guarantees given under paragraph (c) of the definition of Permitted
                Guarantee and all outstanding loans under the paragraph (e) of the
                definition of Permitted Loans does not exceed USD75,000,000 at any
                time;

            


    

     

    
      	 	
              (k)

            	
              of
                the Group for 90 days after
                Closing;

            


    

     

    
      	 	
              (l)

            	
              falling,
                in respect of other Permitted Financial Indebtedness, within paragraph
                (f)
                of the definition of Borrowings;

            


    

     

    
      	 	
              (m)

            	
              arising
                in connection with the deferred consideration payable to the vendors
                and
                the retention payments payable to employees of Castup Israel Limited,
                in
                each case pursuant to the Castup Acquisition up to a maximum aggregate
                amount of $2,400,000;

            


    

     

    
      	 	
              (n)

            	
              arising
                under the earn-out provisions of, or the loan notes issued in connection
                with, the NT Acquisition up to a maximum aggregate amount of £1,400,000;
                and

            


    

     

    
      	 	
              (o)

            	
              not
                permitted by the preceding paragraphs or as a Permitted Transaction
                and
                the outstanding principal amount of which does not exceed $50,000,000
                (or
                its equivalent) in aggregate for the Group at any time, provided
                that no
                such amount shall be owed to the Parent or an Investor (or any entity
                through which that Investor holds its interest in the
                Parent).

            


    

     

    provided
      that
      (other
      than as set out in the foregoing paragraphs (a), (d) insofar as it is permitted
      for the Parent, (g)(ii), (g)(iii) and (k)) none of the above permissions shall
      apply to the Parent.

     

    "Permitted Guarantee"
      means:

     

    
      	 	
              (a)

            	
              any
                guarantee arising under the Finance Documents and the Senior
                Finance Documents;

            


    

     

    
      	 	
              (b)

            	
              a
                guarantee by a member of the Group of the obligations of an
                Obligor;

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              a
                guarantee by an Obligor of the obligations of a Non-Obligor provided
                that
                the aggregate amount guaranteed when aggregated with all disposals
                under
                paragraph (c) of the definition of Permitted Disposal, Financial
                Indebtedness under arrangements permitted under the proviso in paragraph
                (j)(A) of the definition of Permitted Financial Indebtedness and
                all
                outstanding loans under paragraph (e) of the definition of Permitted
                Loan
                does not exceed $75,000,000 and a guarantee by a Non-Obligor of another
                Non-Obligor;

            


    

     

    
      	 	
              (d)

            	
              guarantees
                granted by any person, business or undertaking acquired pursuant
                to a
                Permitted Acquisition and existing at the time of such acquisition
                provided
                that
                such guarantees are not increased or extended and are discharged
                within a
                period of 6 months after the date of the
                acquisition;

            


    

     

    
      	 	
              (e)

            	
              guarantees
                of Permitted Treasury Transactions and Permitted
                Transactions;

            


    

     

    
      	 	
              (f)

            	
              guarantees
                to landlords on arm's length terms and in the ordinary course of
                business
                in respect of another member of the Group's liabilities or obligations
                under the relevant lease or in respect of a lease of a property no
                longer
                required for the Group's business;

            


    

     

    
      	 	
              (g)

            	
              guarantees
                or counter-indemnities in favour of financial institutions which
                have
                guaranteed tax liabilities or rent obligations of a member of the
                Group in
                the ordinary course of business;

            


    

     

    
      	 	
              (h)

            	
              the
                endorsement of negotiable instruments in the ordinary course of
                trade;

            


    

     

    
      	 	
              (i)

            	
              any
                guarantees guaranteeing performance by a member of the Group under
                any
                contract entered into in the ordinary course of
                business;

            


    

     

    
      	 	
              (j)

            	
              any
                guarantee of a Joint Venture to the extent and in the amount permitted
                by
                the undertakings in Clause 24.8
                (Joint
                ventures);

            


    

     

    
      	 	
              (k)

            	
              subject
                where relevant to the restriction in paragraph (c) of this definition
                any
                guarantee by a member of the Group in respect of Permitted Financial
                Indebtedness;

            


    

     

    
      	 	
              (l)

            	
              any
                guarantee given in respect of the netting or set-off arrangements
                permitted pursuant to paragraph (b) of the definition of Permitted
                Security;

            


    

     

    
      	 	
              (m)

            	
              any
                guarantee granted in connection with a Permitted Disposal in an amount
                not
                exceeding the value of the asset disposed
                of;

            


    

     

    
      	 	
              (n)

            	
              any
                indemnity granted to the trustee of any employee share option or
                unit
                trust scheme;

            


    

     

    
      	 	
              (o)

            	
              any
                guarantee granted in connection with arbitration proceedings not
                otherwise
                being an Event of Default;

            


    

     

    
      	 	
              (p)

            	
              any
                guarantees contemplated in the Base Case
                Model;

            


    

     

    
      	 	
              (q)

            	
              any
                guarantee made in substitution for an extension of credit permitted
                under
                the definition of "Permitted Loan" (other than loans within the category
                set out in paragraph (m) of the definition of "Permitted Loan") to
                the
                extent that the issuer of the relevant guarantee would have been
                entitled
                to make a loan in an equivalent amount under the definition of "Permitted
                Loan" to the person whose obligations are being
                guaranteed;

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (r)

            	
              a
                guarantee by a member of the Group in respect of obligations of another
                member of the Group which, if it were a loan by that member of the
                Group
                to another member of the Group would constitute a Permitted
                Loan;

            


    

     

    
      	 	
              (s)

            	
              the
                guarantees granted under the Vendor
                Documents;

            


    

     

    
      	 	
              (t)

            	
              a
                guarantee granted by NDS Sweden AB in connection with the retention
                payments payable to employees of Castup Israel Limited pursuant to
                the
                Castup Acquisition up to a maximum amount of
                $1,500,000;

            


    

     

    
      	 	
              (u)

            	
              a
                guarantee granted by the Parent in connection with the earn-out provisions
                of the NT Acquisition up to a maximum amount of £1,400,000;
                and

            


    

     

    
      	 	
              (v)

            	
              any
                guarantee not permitted by the preceding paragraphs or as a Permitted
                Transaction and the outstanding principal amount of which does not
                exceed
                $25,000,000 or its equivalent in aggregate for the Group at any
                time,

            


    

     

    provided
      that (other
      than as set out in the foregoing paragraphs (a), (e), (f), (g), (i), (k), (n),
      (o), (p), (q) to the extent the Parent is or would have been permitted to grant
      the relevant extension of credit under the definition of Permitted Loan which
      the guarantee is a substitution for, (r) to the extent that "Permitted Loan"
      would be a Permitted Loan applicable to the Parent, (s) and (u)) none of the
      above permissions shall apply to the Parent.

     

    "Permitted Holding Company Activity"
      means:

     

    
      	 	
              (a)

            	
              activities
                directly consequential to the entry into of the Transaction Documents
                and
                the Stockholders Agreement, the Implementation Agreement and the
                Management Investment Agreement and the entry into of the Transaction
                Documents and the Stockholders Agreement and the Management Investment
                Agreement in each case (other than the Stockholders Agreement and
                the
                Management Investment Agreement), in the form delivered as conditions
                precedent pursuant to Clause 4.1 (Initial
                conditions precedent)
                with such amendments as are permitted under the Finance
                Documents;

            


    

     

    
      	 	
              (b)

            	
              normal
                holding company activities (not otherwise expressly prohibited hereunder),
                including management or administrative services or services expressly
                contemplated by the Transaction Documents or referred to in the definition
                of Permitted Payments as carried on at that
                level;

            


    

     

    
      	 	
              (c)

            	
              any
                Permitted Loans in respect of Permitted Joint
                Ventures;

            


    

     

    
      	 	
              (d)

            	
              any
                Permitted Loans in respect of Permitted Payments (in the case of
                the
                Parent, to the extent so permitted under those
                definitions);

            


    

     

    
      	 	
              (e)

            	
              any
                Financial Indebtedness and/or other liabilities incurred, or guarantees
                given or other transactions specifically contemplated, in each case,
                under
                the Structure Memorandum and/or the Transaction Documents and/or
                specifically permitted under the Finance Documents;
                

            


    

     

    
      	 	
              (f)

            	
              guarantees
                of Permitted Financial
                Indebtedness;

            


    

     

    
      	 	
              (g)

            	
              the
                provision of any Company Subordinated Debt (in any
                capacity);

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (h)

            	
              the
                provision of management and administrative services, research and
                development and marketing and the employment and the secondment of
                employees;

            


    

     

    
      	 	
              (i)

            	
              Permitted
                Financial Indebtedness in respect of other Permitted Holding Company
                Activities; 

            


    

     

    
      	 	
              (j)

            	
              in
                relation to the Company, normal treasury company activities and Permitted
                Transactions; 

            


    

     

    
      	 	
              (k)

            	
              Permitted
                Payments (in the case of the Parent, to the extent so permitted under
                that
                definition), and

            


    

     

    
      	 	
              (l)

            	
              to
                the extent the activity or payment is funded with moneys which have
                not
                been received in breach of any provision of this Agreement, in relation
                to
                the Parent only (and not, for the avoidance of any doubt, any other
                member
                of the Group), each of the activities described in paragraphs (a)(i)
                to
                (iv) of Clause 24.18 (Dividends
                and share redemption)
                and, subject to the terms of the Intercreditor Agreement, paragraphs
                (a)(i) to (iii) of Clause 29.19 (Subordinated
                Debt),
                in so far as those paragraphs relate to the Vendor Documents or the
                Parent
                Subordinated Debt, and paragraph (a)(iv) of Clause 29.19 (Subordinated
                Debt),

            


    

     

    provided
      that the
      permissions set out in the foregoing paragraphs (c), (f) and (i) shall not
      apply
      to the Parent except, in the case of paragraph (f), with respect to guarantees
      granted by the Parent under the Finance Documents and the Vendor
      Documents.

     

    "Permitted Joint Venture"
      means:

     

    
      	 	
              (a)

            	
              any
                investment in any person in which the Group (other
                than the Parent directly) holds ownership interests (or following
                the
                investment will hold) ownership interests but is not a member of
                the Group
                (including any investment which results in the incurrence of a liability
                to such person as a result of one or more of the transactions described
                in
                paragraphs (b)(i) to (b)(iii) below) (a "Joint
                Venture Investment")
                pursuant to any agreement existing on the date of this Agreement
                and/or at
                Closing and which has been disclosed to the Facility Agent prior
                to that
                date;

            


    

     

    
      	 	
              (b)

            	
              any
                other Joint Venture Investment (other than by the Parent directly)
                in any
                person carrying out business of a general nature similar or complementary
                to the business of the Group or a part of the Group where the aggregate
                of
                any new liability voluntarily incurred to such joint venture (other
                than
                any existing at Closing) including:

            


    

     

    
      	 	
              (i)

            	
              all
                amounts subscribed for shares in, lent to, or invested in all such
                Joint
                Ventures by any member of the
                Group;

            


    

     

    
      	 	
              (ii)

            	
              the
                contingent liabilities of any member of the Group under any guarantee
                given in respect of the liabilities of any such Joint Venture;
                and

            


    

     

    (iii)  the
      book
      value of any assets transferred by any member of the Group to any such Joint
      Venture,

     

    but
      less
      the aggregate of:

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iv)

            	
              all
                amounts received by Group members in respect of repayments, redemptions,
                interest or distributions from and Net Proceeds of disposals of assets
                of
                or shares in a Joint Venture; and

            


    

     

    
      	 	
              (v)

            	
              the
                sum of (A) amounts referred to in paragraphs (b)(i), (b)(ii) and
                (b)(iii)
                above incurred after the date of this Agreement minus (B) aggregate
                amounts referred to in paragraph (iv) received from or in respect
                of a
                Joint Venture, in each case in respect of a Joint Venture which has
                become
                a member of the Group,

            


    

     

    does
      not
      exceed $30,000,000 (or its equivalent)
      over the
      life of the Facility (plus Retained Cash and the proceeds of any Company
      Subordinated Debt and Company New Equity) (other than contributed pursuant
      to
      paragraph (e) of Clause 23.3
      (Financial
      testing))
      provided
      that
      no
      member of the Group is to incur unlimited liability in respect of its
      involvement in a joint venture (other than in respect of its own default) and
      (as at the time of the Joint Venture Investment) no Event of Default is
      continuing or would result from such investment being made.

     

    "Permitted Loan"
      means:

     

    
      	 	
              (a)

            	
              any
                trade credit extended by any member of the Group to its customers
                on
                normal arm's length commercial terms and in the ordinary course of
                its
                trading activities and any advance payment made in relation to capital
                expenditure in the ordinary course of
                business;

            


    

     

    
      	 	
              (b)

            	
              a
                loan made to a Joint Venture to the extent and in the amount permitted
                by
                the undertakings in Clause 24.8
                (Joint
                ventures);

            


    

     

    
      	 	
              (c)

            	
              subject
                to the terms of the Intercreditor Agreement, any loan made by a member
                of
                the Group for the purposes of enabling an Obligor to meet its payment
                obligations under the Finance Documents, the Mezzanine Finance Documents
                (to the extent permitted), the Opco Loan Agreements (subject to the
                operation of paragraphs (d) and (e) below), the Vendor Documents,
                the
                Company Subordinated Debt or to facilitate compliance with applicable
                law
                or to make a Permitted Payment; 

            


    

     

    
      	 	
              (d)

            	
              subject
                to Clause 24.42 (Intercompany
                Loan)
                a
                loan made by an Obligor to another Obligor (provided that in the
                case of
                any loan to the Parent, that loan is a Permitted Payment under paragraph
                (b) of the definition of Permitted Payment) or made by a Non-Obligor
                to
                another member of the Group, provided
                that in
                the event that a Non-Obligor is a creditor in relation to Financial
                Indebtedness made available to any Obligor by it having a value in
                aggregate in excess of $30,000,000 (or its equivalent) (excluding
                for this
                purpose a loan from Jungo to an Obligor where such loan is described
                in
                the Structure Memorandum (as such loan may be replaced or renewed
                to the
                extent required to replace the debtor thereunder from time to time,
                provided that such replacement or renewal does not result in an increase
                to the principal amount of the loan)), when aggregated with any other
                Financial Indebtedness owed by Obligors to Non-Obligors, at any time
                (other than during any applicable Clean Up Period) then such Non-Obligor
                (other than in the case of a loan from Jungo to an Obligor where
                such loan
                is described in the Structure Memorandum (as such loan may be replaced
                or
                renewed to the extent required to replace the debtor thereunder from
                time
                to time, provided that such replacement or renewal does not result
                in an
                increase to the principal amount of the loan)) shall (to the extent
                legally permissible) accede to the Intercreditor Agreement as an
                Intra-Group Lender (as such term is defined in the Intercreditor
                Agreement);

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              any
                loan made by an Obligor to a Non-Obligor so long as the aggregate
                amount
                of the Financial Indebtedness under any such loans does not when
                aggregated with all disposals under paragraph (c) of the definition
                of
                Permitted Disposal, Financial Indebtedness under arrangements permitted
                under the proviso in paragraph (j)(A) of the definition of Permitted
                Financial Indebtedness and all Financial Indebtedness under guarantees
                given under paragraph (c) of the definition of Permitted Guarantee,
                exceed
                $75,000,000 (or its equivalent) at any
                time;

            


    

     

    
      	 	
              (f)

            	
              a
                loan made by a member of the Group to an employee or director of
                any
                member of the Group so long as the amount of that loan does not,
                when
                aggregated with the amount of all loans to employees and directors
                by
                members of the Group and all loans permitted under paragraph (g)
                below,
                exceed $20,000,000 (or its equivalent) at any
                time;

            


    

     

    
      	 	
              (g)

            	
              any
                loans made to an employee share option scheme or unit trust scheme
                or to
                employees for the purpose of participating in any such scheme so
                long as
                the amount of all such loans does not, when aggregated with the amount
                of
                all loans permitted under paragraph (f) above, exceed $20,000,000
                (or its
                equivalent) at any time and any other loans made to such schemes
                to fund
                the acquisition of management equity (together with the purchase
                or
                repayment of any related loans) from departing
                management;

            


    

     

    
      	 	
              (h)

            	
              any
                deferred consideration on Permitted
                Disposals;

            


    

     

    
      	 	
              (i)

            	
              loans
                described in the Structure Memorandum other than any loans to management
                described therein, which must fall within paragraph (f) above in
                order to
                be permitted under this Agreement;

            


    

     

    
      	 	
              (j)

            	
              loans
                which constitute Permitted Financial Indebtedness (except under paragraph
                (c) of that definition);

            


    

     

    
      	 	
              (k)

            	
              the
                loan existing on the date of this Agreement made by NDS Technologies
                France SAS to NDS Denmark A/S in the maximum principal amount of
                DKK82,000,000, provided that no increase, replacement or rollover
                of such
                loan shall be permitted under this paragraph (k);
                

            


    

     

    
      	 	
              (l)

            	
              any
                loan made for the purpose of a Permitted
                Payment;

            


    

     

    
      	 	
              (m)

            	
              loans
                or extensions of credit to the extent the amount thereof would be
                permitted under paragraph (q) of the definition of "Permitted Guarantee"
                if such loans or extensions of credit were made by third parties
                under the
                guarantee of an Obligor; and

            


    

     

    
      	 	
              (n)

            	
              any
                loan (other than a loan made by a member of the Group to another
                member of
                the Group) so long as the aggregate amount of the Financial Indebtedness
                under any such loans does not exceed $5,000,000 (or its equivalent)
                at any
                time.

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    provided
      that
      (other
      than as set out in the foregoing paragraphs (c) and (d) (in each case) to the
      extent that the loan would fall within the definition of Company Subordinated
      Debt, (f), (g), (i) and (m) insofar as it is permitted for the Parent), none
      of
      the above permissions shall apply to the Parent.

     

    "Permitted Payment"
      means:

     

    
      	 	
              (a)

            	
              a
                payment under this
                Agreement or a payment by the Parent in respect of Parent Subordinated
                Debt or a payment by the Parent under the Vendor Documents, if and
                to the
                extent permitted by the Intercreditor Agreement;
                

            


    

     

    
      	 	
              (b)

            	
              (i)
                a payment of a dividend by the Company (ii) a loan to the Parent
                (iii) a
                payment of interest on or repayment of principal of Company Subordinated
                Debt or (iv) a reduction of share capital of the Company, provided
                that
                (in each case) (A) it is funded out of Retained Cash; (B) Debt Cover
                is equal to or less than 2.5:1 and (C) no Event of Default is continuing
                or would occur; 

            


    

     

    
      	 	
              (c)

            	
              the
                payment of a dividend to the Company or any of its Subsidiaries;
                

            


    

     

    
      	 	
              (d)

            	
              provided
                that
                no
                Event of Default is continuing the payment of a dividend, a loan
                to the
                Parent, payment of interest on or repayment of principal of any loan
                by
                the Company to the Parent to enable the Parent to make payments of
                reasonably and properly incurred administrative costs, directors
                remuneration and fees, tax and professional fees and regulatory costs
                and
                to fund payment of a monitoring or advisory fee to the Investors
                in an
                annual amount not exceeding $5,000,000 (increasing each year in line with
                the Retail Price Index) or as reflected in the Stockholders
                Agreement;

            


    

     

    
      	 	
              (e)

            	
              provided
                that
                no
                Event of Default is continuing, payments to any of the Investors
                or an
                advisor to the Investors (or to the Parent to enable the Parent to
                make
                such payments to those persons) for corporate finance, M&A and
                transaction advice actually provided to the Group on bona
                fide
                arms' length commercial terms, provided
                further that
                such payment does not exceed 1 per cent. of the enterprise value of
                the relevant transaction;

            


    

     

    
      	 	
              (f)

            	
              payment
                of a dividend or distribution of share premium reserve or redemption,
                repurchase, defeasement, retirement or repayment of its share capital
                by a
                member of the Group (other than the Company) provided
                that
                if
                a member of the Group is not a wholly-owned Subsidiary of its Holding
                Company the dividend or distribution attributable to its minority
                shareholders shall be proportionate to their shareholding;
                

            


    

     

    
      	 	
              (g)

            	
              a
                payment which is a Permitted Transaction;


            


    

     

    
      	 	
              (h)

            	
              a
                payment to departing management or to an employee share option scheme
                or
                unit trust scheme to fund the purchase of any of the management equity
                (together with the purchase or repayment of any related loans) and/or
                to
                make other compensation payments to them;
                and

            


    

     

    
      	 	
              (i)

            	
              to
                the extent it is funded with moneys which have not been received
                in breach
                of any provision of this Agreement, any other payment by the Parent
                provided that such payment is not made to or in respect of another
                member
                of the Group, other than to the extent permitted under the Finance
                Documents,

            


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    provided
      that (other
      than as set out in the foregoing paragraphs (a), (f), (g) insofar as it is
      permitted for the Parent, (h) and (j)), none of the above permissions shall
      apply to the Parent. 

     

    "Permitted Security"
      means:

     

    
      	 	
              (a)

            	
              any
                lien arising by operation of law or agreement of similar effect and
                in the
                ordinary course of trading and if arising as a result of any default
                or
                omission by any member of the Group, which does not subsist for a
                period
                of more than 60 days;

            


    

     

    
      	 	
              (b)

            	
              any
                netting or set-off arrangement entered into by any member of the
                Group
                which would be permitted pursuant to paragraph (j) of the definition
                of
                Permitted Financial Indebtedness;

            


    

     

    
      	 	
              (c)

            	
              any
                Security or Quasi-Security over or affecting any asset acquired by
                a
                member of the Group after Closing
                if:

            


    

     

    
      	 	
              (i)

            	
              the
                Security or Quasi-Security was not created in contemplation of the
                acquisition of that asset by a member of the
                Group;

            


    

     

    
      	 	
              (ii)

            	
              the
                principal amount secured (otherwise than by a capitalisation of interest)
                has not been increased in contemplation of or since the acquisition
                of
                that asset by a member of the Group;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                Security or Quasi-Security is removed or discharged within 4 months
                of the
                date of acquisition of such asset;

            


    

     

    
      	 	
              (d)

            	
              any
                Security or Quasi-Security over or affecting any asset of any company
                which becomes a member of the Group after Closing, where the Security
                or
                Quasi-Security is created prior to the date on which that company
                becomes
                a member of the Group; if:

            


    

     

    
      	 	
              (i)

            	
              the
                Security or Quasi-Security was not created in contemplation of the
                acquisition of that company;

            


    

     

    
      	 	
              (ii)

            	
              the
                principal amount secured has not increased (otherwise than by
                capitalisation of interest) in contemplation of or since the acquisition
                of that company; and

            


    

     

    
      	 	
              (iii)

            	
              the
                Security or Quasi-Security is removed or discharged within 4 months
                of
                that company becoming a member of the
                Group;

            


    

     

    
      	 	
              (e)

            	
              any
                Security arising under any retention of title, hire purchase or
                conditional sale arrangement or arrangements having similar effect
                in
                respect of goods supplied to a member of the Group in the ordinary
                course
                of business and (unless disputed in good faith) not arising as a
                result of
                any default or omission by any member of the Group that is
                continuing
                for a period of more than 60 days;

            


    

     

    
      	 	
              (f)

            	
              any
                Security or Quasi-Security (existing as at the date of this Agreement)
                over assets of any member of the Group so long as the Security or
                Quasi-Security is irrevocably removed or discharged by no later than
                90
                days after Closing;

            


    

     

    
      	 	
              (g)

            	
              any
                Security or Quasi-Security arising in connection with a disposal
                which is
                a Permitted Disposal or arising in connection with a Permitted
                Acquisition;

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (h)

            	
              any
                Security or Quasi-Security arising in connection with a guarantee
                which is
                permitted pursuant to paragraph (i) of the definition of "Permitted
                Guarantee";

            


    

     

    
      	 	
              (i)

            	
              any
                Security or Quasi-Security arising as a consequence of any finance
                lease
                permitted pursuant to paragraph (f) of the definition of "Permitted
                Financial Indebtedness";

            


    

     

    
      	 	
              (j)

            	
              any
                Security under netting or set-off arrangements under treasury transactions
                permitted by the Finance Documents and the Mezzanine Finance Documents
                where the obligations of parties thereunder are calculated by reference
                to
                the net exposure thereunder (but not any netting or set-off relating
                to
                such hedging agreement in respect of collateral or any other security
                exception otherwise permitted
                hereunder);

            


    

     

    
      	 	
              (k)

            	
              any
                Security arising as a result of legal proceedings discharged within
                30
                days or otherwise contested in good faith (and not otherwise constituting
                an Event of Default);

            


    

     

    
      	 	
              (l)

            	
              any
                Transaction Security, including cash collateral to secure obligations
                under the Finance Documents and the Mezzanine Finance Documents the
                Lender
                Blocked Account and the Group Blocked
                Account;

            


    

     

    
      	 	
              (m)

            	
              any
                Security over any rental deposits in respect of any property leased
                or
                licensed by a member of the Group for the purpose of carrying on
                its
                business;

            


    

     

    
      	 	
              (n)

            	
              any
                Security over documents of title and goods as part of a documentary
                credit
                transaction entered into in the ordinary course of
                business;

            


    

     

    
      	 	
              (o)

            	
              any
                Security granted by a Non-Obligor to a financial institution as part
                of
                the arrangements with that institution to provide Local Facilities
                to that
                member of the Group which are Permitted Financial
                Indebtedness;

            


    

     

    
      	 	
              (p)

            	
              any
                Security over shares in joint ventures to secure obligations to the
                other
                joint venture partners;

            


    

     

    
      	 	
              (q)

            	
              any
                Security over bank accounts or retention rights in favour of the
                account
                holding bank and granted as part of that financial institution's
                standard
                term and conditions;

            


    

     

    
      	 	
              (r)

            	
              any
                Security which does not secure any outstanding actual or contingent
                obligation;

            


    

     

    
      	 	
              (s)

            	
              any
                Security arising by operation of law in respect of taxes being contested
                in good faith in compliance with Clause 24.4
                (Taxation);

            


    

     

    
      	 	
              (t)

            	
              any
                Security granted in favour of creditors pursuant to a reorganisation
                permitted under paragraph (c) of the definition of Permitted Transaction
                or a capital reduction;

            


    

     

    
      	 	
              (u)

            	
              any
                Security contemplated by the Base Case
                Model;

            


    

     

    
      	 	
              (v)

            	
              any
                Security or Quasi-Security granted in favour of a governmental or
                supranational authority in connection with government or supranational
                grants or funding provided to a member of the Group;
                

            


    

     

    
      	 	
              (w)

            	
              any
                Security granted under the VLN Debentures or the VLN Pledges;
                and

            


    

     

    
      	 	
              (x)

            	
              any
                Security securing indebtedness the outstanding principal amount of
                which
                (when aggregated with the outstanding principal amount of any other
                indebtedness which has the benefit of Security given by any member
                of the
                Group other than any permitted under the preceding paragraphs does
                not
                exceed $50,000,000 (or its equivalent) at any
                time,

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    provided
      that (other
      than as set out in the foregoing paragraphs (a), (g) insofar as the relevant
      "Permitted Disposal" or "Permitted Acquisition" is permitted for the Parent,
      (h), (k), (l), (q), (r), (s), (v) and (w)), none of the above permissions shall
      apply to the Parent.

     

    "Permitted
      Share Issue"
      means
      an issue of:

     

    
      	 	
              (a)

            	
              shares
                by the Parent which are not redeemable at the option of the holder
                before
                the Termination Date where such issue does not lead to a Change of
                Control
                of the Parent;

            


    

     

    
      	 	
              (b)

            	
              shares
                by a member of the Group which is a Subsidiary to its immediate Holding
                Company or to another member of the Group or to a minority shareholder
                proportionate to its existing holding where (if the existing shares
                of the
                Subsidiary are the subject of the Transaction Security) the newly-issued
                shares (to the extent held by a member of the Group) also become
                subject
                to the Transaction Security on the same
                terms;

            


    

     

    
      	 	
              (c)

            	
              shares
                to a member of the Group pursuant to a Permitted
                Acquisition;

            


    

     

    
      	 	
              (d)

            	
              shares
                where the issue is described by the Structure Memorandum or the
                Stockholders
                Agreement or which constitutes a Permitted Transaction;
                

            


    

     

    
      	 	
              (e)

            	
              shares
                where the issue is part of a Permitted Joint
                Venture;

            


    

     

    
      	 	
              (f)

            	
              shares
                in a member of the Group that has been the subject of an IPO permitted
                under this Agreement, where such shares are issued pursuant to an
                employees share option plan, or share options in respect of a member
                of
                the Group which are only exercisable upon a Permitted Disposal of
                that
                member of the Group; or

            


    

     

    
      	 	
              (g)

            	
              shares
                pursuant to a Permitted Disposal under paragraphs (q) or (s) of that
                definition,

            


    

     

    provided
      that (other
      than as set out in the foregoing paragraphs (a) and (d), and in respect of
      (d)
      only insofar as the relevant "Permitted Transaction" is permitted for the
      Parent), none of the above permissions shall apply to the Parent.

     

    "Permitted
      Transaction"
      means:

     

    
      	 	
              (a)

            	
              any
                disposal required, Financial Indebtedness incurred, guarantee, indemnity
                or Security or Quasi-Security given, or other transaction arising,
                under
                the Finance Documents, the Mezzanine Finance Documents, the
                Company Subordinated Debt, the Parent Subordinated Debt, the Company
                New
                Equity, the Parent New Equity, the Opco Loan Agreements or the Transaction
                Documents in each case, if and to the extent permitted under the
                Intercreditor Agreement; 

            


    

     

    
      	 	
              (b)

            	
              the
                solvent liquidation, reorganisation, merger, demerger, amalgamation,
                consolidation or corporate reconstruction on a solvent basis of any
                Non-Obligor so long as any payments or assets distributed as a result
                of
                such liquidation or reorganisation are distributed to other members
                of the
                Group and, where not contemplated in the Structure Memorandum, such
                liquidation or reorganisation is not materially prejudicial to the
                interests of the Lenders under the Finance
                Documents;

            


    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              unless
                an Event of Default is then outstanding or would occur as a result
                of the
                transaction, a reorganisation, merger, demerger, amalgamation,
                consolidation or corporate reconstruction on a solvent basis of any
                Obligor (other than the Parent, the Company or a Borrower) including,
                for
                the avoidance of doubt, with a Non-Obligor
                where:

            


    

     

    
      	 	
              (i)

            	
              all
                of the business, assets or shares of that member remain with Obligors
                and
                the value or percentage of any minority interest in any member of
                the
                Group held by any person which is not a member of the Group is not
                increased; and

            


    

     

    
      	 	
              (ii)

            	
              if
                the assets or the shares in it were subject to the Transaction Security
                immediately prior to such reorganisation, the Lenders will enjoy
                (subject
                to the Security Principles, in the reasonable opinion of the Facility
                Agent and supported by any professional opinions and reports as it
                reasonably requires) substantially the same or equivalent guarantees
                from
                it (or its successor) and substantially the same or equivalent Security
                over the same assets and over the same
                shares in it (or in each case its successor) after the reorganisation
                (excluding, without limitation, any Security over assets which cease
                to
                exist as part of such
                reorganisation);

            


    

     

    
      	 	
              (d)

            	
              transactions
                (other than the granting or creation of Security or the incurring
                or
                permitting to subsist of Financial Indebtedness) conducted in the
                ordinary
                course of trading on arm's length
                terms;

            


    

     

    
      	 	
              (e)

            	
              any
                payments or other transactions described in the Structure
                Memorandum
                provided that, in the case of any loans to management described therein,
                they are permitted under paragraph (f) of the definition of Permitted
                Loan;

            


    

     

    
      	 	
              (f)

            	
              a
                liquidation or reorganisation of NDS Holdings BV within 180 days
                of
                Closing;

            


    

     

    
      	 	
              (g)

            	
              any
                conversion of intra-Group loans into distributable reserves or registered
                share capital;

            


    

     

    
      	 	
              (h)

            	
              a
                payment by (i) NDS Sweden AB in connection with the retention payments
                payable to employees of Castup Israel Limited and (ii) NDS Americas
                Inc.
                in connection with the deferred consideration payable to the vendors,
                in
                each case, pursuant to the Castup Acquisition up to an aggregate
                maximum
                amount of $2,400,000;

            


    

     

    
      	 	
              (i)

            	
              a
                payment by Orbis in connection with the earn-out provisions of, and
                the
                unsecured loan notes issued or to be issued in connection with, the
                NT
                Acquisition up to a maximum aggregate amount of £1,400,000;
                

            


    

     

    
      	 	
              (j)

            	
              an
                acquisition permitted pursuant to paragraph (i) of the definition
                of
                Permitted Acquisition; and

            


    

     

    
      	 	
              (k)

            	
              any
                acquisition by a member of the Group, or a loan to a trust or special
                purpose vehicle to fund the acquisition of shares and loan notes
                of
                directors and employees whose appointment and/or contract is
                terminated

            


    

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    provided
      that (other
      than as set out in the foregoing paragraphs (a), (e), (g), (j) and (k)), none
      of
      the above permissions shall apply to the Parent.

     

    "Permitted
      Treasury Transaction"
      means a
      Treasury Transaction which is permitted under Clause 24.28
      (Treasury
      Transactions).

     

    "PIK
      Margin"
      means
      5.50 per cent. per annum.

     

    "Pre-Approved
      Jurisdiction"
      means
      England and Wales, the United States of America, France and Sweden.

     

    "Press
      Release"
      the
      announcement in the agreed form by or on behalf of Newton and Permira relating
      to the Scheme.

     

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

     

    "Quarter
      Date"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Quasi
      Security"
      has the
      meaning given to that term in Clause 24.12
      (Negative
      pledge).

     

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

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

     

    "Real Property"
      means:

     

    
      	 	
              (a)

            	
              any
                freehold, leasehold or immovable property,
                and

            


    

     

    
      	 	
              (b)

            	
              any
                buildings, fixtures, fittings, fixed plant or machinery from time
                to time
                situated on or forming part of that freehold, leasehold or immovable
                property.

            


    

     

    "Receiver"
      means a
      receiver or receiver and manager or administrative receiver of the whole or
      any
      part of the Charged Property.

     

    "Redenomination
      Amount"
      has the
      meaning given to that term in paragraph (a) of Clause 6.2
      (Redenomination).

     

    "Redenomination
      Notice"
      means a
      notice substantially in the form set out in Part III of Schedule 3
      (Requests)
      given
      in accordance with Clause 6.2
      (Redenomination).

     

    "Reference
      Banks"
      means,
      in relation to LIBOR or EURIBOR the principal London offices of JPMorgan Chase
      Bank, N.A., London Branch, Morgan Stanley Bank and HSBC or such other banks
      as
      may be appointed by the Facility Agent in consultation with the Company.


     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    "Regulation
      D",
      "Regulation
      U"
      or
      "Regulation
      X"
      means
      Regulation D, U or X, as the case may be, of the Board, as from time to time
      in
      effect and all official rulings and interpretations thereunder or
      thereof.

     

    "Regulation
      D Cost"
      means,
      in relation to a Lender's participation in a Loan made to a Borrower (or
      deposits maintained by a Lender to fund that participation), any amount
      certified by that Lender from time to time to be the cost to it of complying
      with Regulation D (or any similar US reserve requirement) in respect of that
      participation or deposit. It is agreed that, for purpose of calculating any
      Regulation D Costs, the relevant participation or deposit shall be deemed to
      constitute "Eurocurrency Liabilities" under Regulation D and to be subject
      to
      such reserve requirements without the benefit of, or credit for, proration,
      exceptions or offsets which may be available from time to time under Regulation
      D.

     

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

     

    "Relevant
      Jurisdiction"
      means,
      in relation to an Obligor:

     

    
      	 	
              (a)

            	
              its
                jurisdiction of incorporation; and

            


    

     

    
      	 	
              (b)

            	
              any
                jurisdiction whose laws govern any of the Transaction Security Documents
                entered into by it.

            


    

     

    "Relevant
      Period"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Repeating
      Representations"
      means
      each of the representations set out in Clause 21.2
      (Status),
      Clause
21.3
      (Binding
      obligations),
      Clause
21.4
      (Non-conflict
      with other obligations),
      Clause
21.5
      (Power
      and authority)
      and
      Clause 21.7
      (Validity
      and admissibility in evidence).
      

     

    "Reports"
      means
      the Market Reports, the Legal Due Diligence Report, the Vendor Legal Due
      Diligence Report, the Echostar Report, the Financial and Tax Report, the
      Syndication Report, the Top-up Due Diligence Report, the Technical Report and
      the Structure Memorandum.

     

    "Representative"
      has the
      meaning given to that term in Clause 26.8
      (Disclosure
      of information).

     

    "Reservations"
      means:

     

    
      	 	
              (a)

            	
              the
                principle that equitable remedies are remedies which may be granted
                or
                refused at the discretion of a court, the principle of reasonableness
                and
                fairness, 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;

            


    

     

    
      	 	
              (b)

            	
              the
                time barring of claims under applicable limitation laws (including
                the
                Limitation Acts), the possibility that an undertaking to assume liability
                for or to indemnify a person against non-payment of stamp duty may
                be
                void, defences of set-off or counterclaim;
                and

            


    

     

    
      	 	
              (c)

            	
              any
                other general principles set out as qualifications
                as to matters of law in the legal opinions delivered to the Facility
                Agent
                in connection with the Finance Documents.


            


    

     

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

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    "Retained
      Cash"
      has the
      meaning given to that term in Clause 23.1
      (Financial
      definitions).

     

    "Revolving
      Facility"
      has the
      meaning given to it in the Senior Facilities Agreement.

     

    "Scheme"
      means a
      scheme of arrangement under sections 895-899 Companies Act 2006 or
      any
      equivalent or substituted provision pursuant to the Companies Act 2006 to be
      made between the Parent and its shareholders.

     

    "Scheme
      Date"
      means
      the date on which the Second Court Order is filed with, and date stamped by,
      the
      Registrar of Companies being on or about D+133 as specified in the Structure
      Memorandum.

     

    "Scheme
      Documents"
      means
      the documents to be sent out to the shareholders of the Parent containing
      details of the Scheme and convening a Court approved meeting of the shareholders
      of the Parent in order to seek their approval of the Scheme.

     

    "Screen Rate"
      means:

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

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

     

    "Second
      Court Order"
      means
      the court order authorising the Capital Reduction.

     

    "Secured
      Parties"
      means
      each Finance Party from time to time party to this Agreement and each Hedge
      Counterparty and each Finance Party (as defined in the Senior Facilities
      Agreement) from time to time party to the Senior Facilities
      Agreement.

     

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

     

    "Security
      Principles"
      means
      the security principles set out in Schedule 12 (Security
      Principles).

     

    "Selection
      Notice"
      means a
      notice substantially in the form set out in Part II of Schedule 3 (Requests)
      given
      in accordance with Clause 12
      (Interest
      Periods)
      in
      relation to a Loan.

     

    "Senior Agent"
      means
      the Agent as defined in the Senior Facilities Agreement.

     

    "Senior Arranger"
      means
      the Arranger as defined in the Senior Facilities Agreement.

     

    "Senior Debt Cover"
      has the
      meaning given to it in Clause 23.1
      (Financial
      definitions).

     

    "Senior
      Discharge Date"
      has the
      meaning given to it in the Intercreditor Agreement.

     

    "Senior Facilities"
      means
      the Facilities (as defined in the Senior Facilities Agreement).

     

    "Senior Facilities
      Agreement"
      means
      the senior facilities agreement dated on or about the date of this Agreement,
      made between, among others, the Parent, certain subsidiaries of the Parent
      as
      borrowers and guarantors and the Finance Parties (as defined under the Senior
      Facilities Agreement).

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    "Senior Finance
      Documents"
      means
      the Finance Documents as defined in the Senior Facilities
      Agreement.

     

    "Specified
      Time"
      means a
      time determined in accordance with Schedule 10 (Timetable).

     

    "Stockholders
      Agreement"
      means
      the stockholders agreement to be entered into on or prior to the Scheme Date
      by
      the Parent, the Permira Holdcos, Newton, Newton Inc. and the managers named
      therein.

     

    "Structural
      Debt"
      has the
      meaning given to it in the Intercreditor Agreement.

     

    "Structure
      Memorandum"
      means
      the structure paper related to Project Nucleus dated on or about the date of
      this Agreement describing the Group and the Transaction and prepared by
      PricewaterhouseCoopers with such amendments or modifications as do not
      materially and adversely affect the interests of the Lenders or which have
      been
      made with the consent of the Majority Lenders (acting reasonably).

     

    "Subsidiary"
      means,
      in relation to any company or corporation, a company or
      corporation:

     

    
      	 	
              (a)

            	
              which
                is controlled, directly or indirectly, by the first mentioned company
                or
                corporation;

            


    

     

    
      	 	
              (b)

            	
              more
                than half the issued share capital of which is beneficially owned,
                directly or indirectly by the first mentioned company or corporation;
                or

            


    

     

    
      	 	
              (c)

            	
              which
                is a Subsidiary of another Subsidiary of the first mentioned company
                or
                corporation,

            


    

     

    and
      for
      this purpose, a company or corporation shall be treated as being controlled
      by
      another if that other company or corporation is able to direct its affairs
      and/or to control the composition of its board of directors or equivalent
      body.

     

    "Super
      Majority Lenders"
      means a
      lender or lenders whose Commitments aggregate more than 90 per cent. of the
      Total Commitments (or, if the Total Commitments have been reduced to zero,
      aggregated more than 90 per cent. of the Total Commitments immediately prior
      to
      that reduction).

     

    "Swedish
      Security Document"
      means a
      Transaction Security Document governed by Swedish law.

     

    "Syndication
      Date"
      means
      the earlier of the date (i) on which the Arranger determines syndication is
      complete, (ii) on which successful syndication occurs (as separately agreed
      between the Arrangers and the Company) and (iii) falling 3 months after
      Closing.

     

    "Syndication
      Report"
      means
      the report by PricewaterhouseCoopers dated 17 July 2008 which combines all
      of
      its reports relating to the Acquisition for syndication purposes.

     

    "Takeover
      Code"
      means
      the City Code on Takeovers and Mergers.

     

    "TARGET2"
      means
      Trans-European Automated Real-time Gross Settlement Express Transfer payment
      system which utilises a shared platform and which was launched on 19 November
      2007.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    "TARGET
      Day"
      means
      any day on which TARGET2 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.

     

    "Technical
      Report"
      means
      the product report prepared by Farncombe dated 14 May 2008. 

     

    "Term
      Facilities"
      has the
      meaning given to that term in the Senior Facilities Agreement.

     

    "Termination Date"
      means
      the date falling 9 years from Closing.

     

    "Third
      Party Disposal"
      has the
      meaning given to that term in paragraph (a) of Clause 27.3
      (Resignation
      of a Borrower).

     

    "Top-up
      Due Diligence Report"
      means
      the limited scope top-up due diligence report dated 3 July 2008 prepared by
      PricewaterhouseCoopers relating to the Acquisition.

     

    "Total
      Commitments"
      means
      the aggregate of the Commitments being $385,000,000 at the date of this
      Agreement.

     

    "Transaction"
      means
      the Capital Reduction, the payment of a dividend by the Company to the Parent,
      the reduction in capital and the cancellation of shares by the Parent and the
      acquisition by Permira of shares in the Parent by means of a scheme of
      arrangement, together with the transactions related thereto, each as set out
      in
      the Structure Memorandum.

     

    "Transaction
      Documents"
      means
      the Finance Documents, the Senior Finance Documents, the Capital Reduction
      Documents, the Scheme Documents and the Vendor Documents.

     

    "Transaction
      Security"
      means
      the Security created or expressed to be created pursuant to the Transaction
      Security Documents in favour of the Security Agent.

     

    "Transaction
      Security Documents"
      means
      each of the documents listed in paragraph 3(b) of Part I of Schedule 2
      (Conditions
      Precedent and conditions subsequent)
      and any
      document required to be delivered to the Facility Agent under paragraph 2(b)
      or
      (c) of Part II of Schedule 2 (Conditions
      Precedent and conditions subsequent)
      or
      paragraph 2(b) of Part III of Schedule 2 (Conditions
      Precedent and conditions subsequent)
      together with any other document entered into by any Obligor, the Vendor Loan
      Note Holder or the VLN Security Trustee creating or expressed to create any
      Security over all or any part of its assets in respect of the obligations of
      any
      of the Obligors under any of the Finance Documents or the Mezzanine Finance
      Documents.

     

    "Transfer
      Certificate and Lender Accession Undertaking"
      means
      an agreement substantially in the form set out in Schedule 5 (Form
      of Transfer Certificate and Lender Accession Undertaking)
      or any
      other form agreed between the Facility Agent and the Company.

     

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

     

    
      	 	
              (a)

            	
              the
                proposed Transfer Date specified in the Transfer Certificate and
                Lender
                Accession Undertaking; and

            


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              the
                date on which the Facility Agent executes the Transfer Certificate
                and
                Lender Accession Undertaking.

            


    

     

    "Treasury
      Transactions"
      means
      any derivative transaction entered into in connection with protection against
      or
      benefit from fluctuation in any rate or price.

     

    "Uncommitted
      Acquisition Facility"
      has the
      meaning given to it in the Senior Facilities Agreement.

     

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

     

    "Unused
      Amount"
      has the
      meaning given to that term in Clause 23.1
      (Financial definitions).

     

    "US"
      and
      "United
      States"
      means
      the United States of America, its territories and possessions.

     

    "US
      Bankruptcy Law"
      means
      the United States Bankruptcy Code of 1978 (Title 11 of the United States Code)
      or any other United States federal or state bankruptcy, insolvency or similar
      law.

     

    "US
      Borrower"
      means a
      Borrower that is a US Person.

     

    "US$"
      or
      "US
      Dollars"
      means
      the lawful currency of the United States of America.

     

    "US
      GAAP"
      means
      the generally applied accounting principles, standards and practices in the
      United States of America.

     

    "US
      Guarantor"
      means a
      Guarantor that is a US Person.

     

    "US
      Obligor"
      means a
      US Borrower or a US Guarantor.

     

    "US
      Person"
      means a
      "United States Person" as defined in Section 7701(a)(30) of the Internal Revenue
      Code and includes a US Person who is the sole owner of any entity that is
      disregarded as being an entity separate from such owner for US federal income
      tax purposes.

     

    "US
      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
      Loan.

     

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

     

    "Utilisation
      Request"
      means a
      notice substantially in the relevant form set out in Part I of Schedule 3
      (Requests).

     

    "VAT"
      means
      value added tax and any other tax of a similar nature.

     

    "Vendor
      Documents"
      means:

     

    
      	 	
              (a)

            	
              the
                Vendor Loan Notes;

            


    

     

    
      	 	
              (b)

            	
              the
                Vendor Loan Note Instrument (incorporating the VLN
                Guarantees);

            


    

     

    
      	 	
              (c)

            	
              the
                VLN Debentures; 

            


    

     

    
      	 	
              (d)

            	
              the
                VLN Pledges; and

            


    

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              any
                other document designated in writing as such by the Parent, the Vendor
                Loan Note Holder and the Facility Agent (acting on the instructions
                of the
                Majority Lenders (acting reasonably)).


            


    

     

    "Vendor
      Legal Due Diligence Report"
      means
      the legal due diligence report dated 30 May 2008 prepared by Allen & Overy
      LLP relating to the Acquisition.

     

    "Vendor
      Loan Note Holder"
      means
      NDS Holdco Inc.

     

    "Vendor
      Loan Note Instrument"
      means
      the deed to be entered into constituting the initial amount of $242,000,000
      13
      per cent. fixed rate guaranteed, secured 2018 Vendor Loan Notes of the Parent,
      together with any PIK notes constituted by and issued thereunder, as the same
      may be amended or varied from time to time together with any supplemental deed
      thereto.

     

    "Vendor
      Loan Notes"
      means
      the vendor loan notes, together with any PIK notes, constituted by, and issued
      pursuant to, the Vendor Loan Note Instrument.

     

    "VLN
      Debentures"
      means
      each debenture to be granted by the Parent and the VLN Guarantors in favour
      of
      the VLN Security Trustee.

     

    "VLN
      Guarantee"
      means
      the subordinated guarantees to be granted in favour of the Vendor Loan Note
      Holder by the VLN Guarantors under and pursuant to the Vendor Loan Note
      Instrument.

     

    "VLN
      Guarantors"
      means
      the Company, NDS Limited, Digi-Media Vision Limited and News Datacom
      Limited.

     

    "VLN
      Long-stop Date"
      means
      the date occurring 14 years after the date of the Vendor Loan Note
      Instrument.

     

    "VLN
      Pledges"
      means:

     

    
      	 	
              (a)

            	
              the
                share pledge to be granted by the Company over its shares in NDS
                Americas
                Inc. in favour of the VLN Security Trustee;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                pledges to be granted by NDS Limited and News Datacom Limited over
                their
                Intellectual Property rights in the US in favour of the VLN Security
                Trustee.

            


    

     

    "VLN
      Security Trustee"
      means
      NDS Holdco, Inc..

     

    "Withdrawal
      Notice"
      means a
      notice substantially in the form set out in Part IV of Schedule 3 (Requests).

     

    "Withholding
      Form"
      means
      IRS Form W-8BEN, W-8ECI or W-9 (or, in each case, any successor form and, in
      each case, attached to an IRS Form W-8IMY if required) or any other IRS form
      by
      which a person may claim an exemption from withholding of US federal income
      tax
      on interest payments to that person and, in the case of a person claiming an
      exemption under the "portfolio interest exemption," a statement certifying
      that
      such person is not (A) a "bank" within the meaning of Section 881(c)(3)(A)
      of
      the Internal Revenue Code, (B) a "10 percent shareholder" of the Borrower within
      the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or (C) a
      "controlled foreign corporation" that is related to the Borrower within the
      meaning of Section 881(c)(3)(C) of the Internal Revenue Code.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    
      	
              1.2

            	
              Construction

            


    

    
      
        	
                (a)

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

              


      

       

    

    
      	 	
              (i)

            	
              the
                "Facility
                Agent",
                the "Arranger",
                any "Finance
                Party",
                any "Lender",
                any "Obligor",
                any "Party",
                any "Secured
                Party",
                the "Security
                Agent",
                the "Vendor
                Loan Note Holder",
                the "VLN
                Security Trustee"
                or any other person shall be construed so as to include its successors
                in
                title, permitted assigns and permitted transferees and, in the case
                of the
                Security Agent, any person for the time being appointed as Security
                Agent
                or Security Agents in accordance with the Finance
                Documents;

            


    

     

    
      	 	
              (ii)

            	
              a
                document in "agreed
                form"
                is a document which is agreed in writing by or on behalf of the Company
                and the Facility Agent;

            


    

     

    
      	 	
              (iii)

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

            


    

     

    
      	 	
              (iv)

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

            


    

     

    
      	 	
              (v)

            	
              a
                "Finance
                Document"
                or a "Transaction
                Document"
                or any other agreement or instrument is a reference to that Finance
                Document or Transaction Document or other agreement or instrument
                as
                amended, novated, supplemented, extended or restated (however
                fundamentally);

            


    

     

    
      	 	
              (vi)

            	
              "guarantee"
                means (other than in Clause 20
                (Guarantee
                and Indemnity))
                any guarantee, letter of credit, bond, indemnity or similar assurance
                against loss;

            


    

     

    
      	 	
              (vii)

            	
              "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;

            


    

     

    
      	 	
              (viii)

            	
              a
                Lender's "participation"
                in relation to a Letter of Credit, shall be construed as a reference
                to
                the relevant amount that is or may be payable by a Lender in relation
                to
                that Letter of Credit;

            


    

     

    
      	 	
              (ix)

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

            


    

     

    
      	 	
              (x)

            	
              a
                "regulation"
                includes any regulation, rule, official directive, request or guideline
                (whether or not having the force of law but if not having the force
                of
                law, compliance with which is customary for entities or persons such
                as
                the relevant entity or person) of any governmental, intergovernmental
                or
                supranational body, agency, department or regulatory, self-regulatory
                or
                other authority or organisation;

            


    

     

    
      	 	
              (xi)

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

            


    

     

    
      	 	
              (xii)

            	
              a
                time of day is a reference to London
                time.

            


    

     

    
      	
              (b)

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

            


    

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    
      	
              (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, provided that in the case
                of a
                Major Event of Default if the Facility Agent serves on the Company
                after
                the date on which that Major Event of Default has occurred a notice
                requiring the Company to remedy that Major Event of Default within
                three
                Business Days, if that Major Event of Default is not remedied within
                three
                Business Days of receipt by the Company of such notice, then with
                effect
                from and including the fourth Business Day after such notice is received
                that particular Major Event of Default is "continuing"
                (whether or not it is subsequently remedied) if it has not been waived.
                In
                relation to any Event of Default caused by the failure to meet the
                requirements of Clause 23.2
                (Financial
                condition)
                on any Quarter Date but where the requirements of Clause 23.2
                (Financial
                condition)
                are complied with on the next Quarter Date, the Event of Default
                caused by
                the failure to meet the requirements of Clause 23.2
                (Financial
                condition)
                on the former Quarter Date shall be deemed remedied to the satisfaction
                of
                the Finance Parties on the next Quarter Date unless, prior to that
                next
                Quarter Date, the Facility Agent or any other Finance Party has exercised
                any of the rights under Clause 25.21 (Acceleration).

            


    

     

    
      	
              (e)

            	
              A
                Lender funding its participation in a Utilisation includes a Lender
                participating in a Letter of
                Credit.

            


    

     

    
      	
              1.3

            	
              Personal
                Liability

            


    

    No
      personal liability shall attach to any director, officer, employee or other
      individual signing a certificate or other document on behalf of a member of
      the
      Group which proves to be incorrect in any way, unless that individual acted
      fraudulently in giving that certificate or other document in which case any
      liability will be determined in accordance with applicable law.

     

    
      	
              1.4

            	
              Intercreditor
                Agreement

            


    

    
      	
              (a)

            	
              This
                Agreement is entered into subject to, and with the benefit of, the
                terms
                of the Intercreditor Agreement.

            


    

     

    
      	
              (b)

            	
              Notwithstanding
                anything to the contrary in this Agreement, the terms of the Intercreditor
                Agreement will prevail if there is a conflict between the terms of
                this
                Agreement and the terms of the Intercreditor
                Agreement.

            


    

     

    
      	
              1.5

            	
              Currency
                Symbols and Definitions

            


    

    
      	
              (a)

            	
              "$"
                and "dollars"
                denote lawful currency of the United States of America, "£"
                and "sterling"
                denotes lawful currency of the United Kingdom and "euro"
                means the single currency unit of the Participating Member
                States.

            


    

     

    
      	
              (b)

            	
              The
                "equivalent"
                in any currency (the "first
                currency")
                of any amount in another currency (the "second
                currency")
                shall be construed as a reference to the amount in the first currency
                which could be purchased with that amount in the second currency
                at the
                Facility Agent's Spot Rate of Exchange at about such time and on
                such date
                as the Facility Agent may from time to time reasonably determine
                to be
                appropriate in the circumstances.

            


    

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    
      	
              1.6

            	
              Third
                party rights

            


    

    
      	
              (a)

            	
              Unless
                expressly provided to the contrary in a Finance Document a person
                who is
                not a Party has no right under the Contracts (Rights of Third Parties)
                Act
                1999 (the "Third
                Parties Act")
                to enforce or enjoy the benefit of any term of any Finance
                Document.

            


    

     

    
      	
              (b)

            	
              Notwithstanding
                any term of any Finance Document, the consent of any person who is
                not a
                Party is not required to rescind or vary any Finance Document at
                any
                time.

            


    

     

    
      	
              1.7

            	
              Dutch
                terms

            


    

    In
      this
      Agreement, where it relates to a Dutch entity, a reference to:

     

    
      	 	
              (a)

            	
              a
                necessary action to authorise where applicable, includes without
                limitation:

            


    

     

    
      	 	
              (i)

            	
              any
                action required to comply with the Works Councils Act of the Netherlands
                (Wet
                op de ondernemingsraden);
                and

            


    

     

    
      	 	
              (ii)

            	
              obtaining
                an unconditional positive advice (advies)
                from the competent works
                council(s);

            


    

     

    
      	 	
              (b)

            	
              financial
                assistance means any act contemplated
                by:

            


    

     

    
      	 	
              (i)

            	
              (for
                a besloten
                vennootschap met beperkte aansprakelijkheid)
                Article 2:207(c) of the Dutch Civil Code;
                or

            


    

     

    
      	 	
              (ii)

            	
              (for
                a naamloze
                vennootschap)
                Article 2:98(c) of the Dutch Civil
                Code;

            


    

     

    
      	 	
              (c)

            	
              a
                security interest includes any mortgage (hypotheek),
                pledge (pandrecht),
                retention of title arrangement (eigendomsvoorbehoud),
                privilege (voorrecht),
                right of retention (recht
                van retentie),
                right to reclaim goods (recht
                van reclame),
                and, in general, any right in rem (beperkt
                recht),
                created for the purpose of granting security (goederenrechtelijk
                zekerheidsrecht);

            


    

     

    
      	 	
              (d)

            	
              a
                winding-up, administration or dissolution includes a Dutch entity
                being
                declared bankrupt (failliet
                verklaard)
                or dissolved (ontbonden);

            


    

     

    
      	 	
              (e)

            	
              a
                moratorium includes surseance
                van betaling and
                a moratorium is declared or occurs includes surseance
                verleend;

            


    

     

    
      	 	
              (f)

            	
              insolvency
                includes bankruptcy and moratorium;

            


    

     

    
      	 	
              (g)

            	
              any
                step or procedure taken in connection with insolvency proceedings
                includes
                a Dutch entity having filed a notice under Section 36 of the Tax
                Collection Act of the Netherlands (Invorderingswet
                1990)
                or Section 60 of the Social Insurance Financing Act of the Netherlands
                (Wet
                Financiering Sociale Verzekeringen)
                in conjunction with Section 36 of the Tax Collection Act of the
                Netherlands (Invorderingswet
                1990);

            


    

     

    
      	 	
              (h)

            	
              a
                trustee in bankruptcy includes a
                curator;

            


    

     

    
      	 	
              (i)

            	
              an
                administrator includes a bewindvoerder;

            


    

     

    
      	 	
              (j)

            	
              an
                attachment includes a beslag;
                and

            


    

     

    
      	 	
              (k)

            	
              a
                subsidiary includes a dochtermaatschappij
                as
                defined in Article 2:24a of the Dutch Civil
                Code.

            


    

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    SECTION
      2

     

    THE
      FACILITY

     

    
      	
              2.

            	
              
                THE
                  FACILITY

              

            


    

     

    
      	
              2.1

            	
              The
                Facility

            


    

    Subject
      to the terms of this Agreement, the Lenders make available
      a Base
      Currency term loan facility in an aggregate amount equal to the Total
      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.

            


    

     

    
      	
              2.3

            	
              Obligors'
                Agent

            


    

    
      	
              (a)

            	
              Each
                Obligor (other than the Company)
                by its execution of this Agreement or an Accession Letter irrevocably
                appoints the Company to act on its behalf as its agent in relation
                to the
                Finance Documents and irrevocably
                authorises:

            


    

     

    
      	 	
              (i)

            	
              the
                Company
                on its behalf to supply all information concerning itself contemplated
                by
                this Agreement to the Finance Parties and to give all notices and
                instructions (including, in the case of a Borrower, Utilisation Requests),
                to execute on its behalf any Accession Letter, to make such agreements
                and
                to effect the relevant amendments, supplements and variations capable
                of
                being given, made or effected by any Obligor notwithstanding that
                they may
                affect the Obligor (including, without limitation, by increasing
                the
                obligations of such Obligor howsoever fundamentally, whether by increasing
                the liabilities guaranteed or otherwise), without further reference
                to or
                the consent of that Obligor; and

            


    

     

    
      	 	
              (ii)

            	
              each
                Finance Party to give any notice, demand or other communication to
                that
                Obligor pursuant to the Finance Documents to the
                Company,

            


    

     

    and
      in
      each case the Obligor shall be bound as though the Obligor itself had given
      the
      notices and instructions (including, without limitation, any Utilisation
      Requests) or executed or made the agreements or effected the amendments,
      supplements or variations, or received the relevant notice, demand or other
      communication.

     

    
      	
              (b)

            	
              Every
                act, omission, agreement, undertaking, settlement, waiver, amendment,
                supplement, variation, notice or other communication given or made
                by the
                Obligors' Agent or given to the Obligors' Agent under any Finance
                Document
                on behalf of another Obligor or in connection with any Finance Document
                (whether or not known to any other Obligor and whether occurring
                before or
                after such other Obligor became an Obligor under any Finance Document)
                shall be binding for all purposes on that Obligor as if that Obligor
                had
                expressly made, given or concurred with it. In the event of any conflict
                between any notices or other communications of the Obligors' Agent
                and any
                other Obligor, those of the Obligors' Agent shall
                prevail.

            


    

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    
      	
              2.4

            	
              UK
                Obligors

            


    

    
      	
              (a)

            	
              In
                respect of any Obligor incorporated in the United
                Kingdom:

            


    

     

    
      	 	
              (i)

            	
              its
                obligations under Clauses 14
                (Fees),
                15
                (Tax
                Gross-Up and Indemnities),
                16
                (Increased
                Costs),
                17
                (Other
                Indemnities),
                19
                (Costs
                and Expenses)
                and 20
                (Guarantee
                and Indemnity)
                shall take effect on (but not before) Closing;
                and

            


    

     

    
      	 	
              (ii)

            	
              its
                obligations under the Finance Documents shall only take effect to
                the
                extent that it would not constitute unlawful financial assistance
                within
                the meaning of Sections 151 and 152 of the Companies Act
                1985.

            


    

     

    
      	
              (b)

            	
              The
                operation of this Clause 2.4 shall not in any respect override the
                requirement for the Facility Agent to receive all the conditions
                precedent
                referred to in Clause 4.1
                (Initial
                conditions precedent).

            


    

     

    
      	
              2.5

            	
              French
                Guarantors

            


    

    In
      respect of any Obligor under the Senior Finance Documents which is incorporated
      in France (a "French
      Guarantor"),
      each
      such French Guarantor shall be deemed to be an Obligor under this Agreement
      solely for the purposes of the definitions of Permitted Acquisition, Permitted
      Disposal, Permitted Financial Indebtedness, Permitted Guarantee, Permitted
      Joint
      Venture, Permitted Loan, Permitted Security and Permitted
      Transaction.

     

    
      	
              3.

            	
              
                PURPOSE

              

            


    

     

    
      	
              3.1

            	
              Purpose

            


    

    Each
      Borrower shall apply all amounts borrowed by it under the
      Facility to finance:

     

    
      	 	
              (a)

            	
              a
                reduction in the share capital of the Company (the "Capital
                Reduction")
                and the payment of a dividend by the Company;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                payment of costs and expenses incurred by the Company or any other
                member
                of the Group or any Investor in connection with the Capital Reduction,
                the
                dividend referred to in (i) above, the Transaction and the Transaction
                Documents and the reimbursement of costs and expenses incurred by
                Newton
                related thereto,

            


    

     

    in
      each
      case
      in accordance with the Structure Memorandum and the Funds Flow
      Statement.

     

    
      	
              3.2

            	
              Monitoring

            


    

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

     

    
      	
              4.

            	
              
                
                  CONDITIONS
                    OF
                    UTILISATION

                

              

            


    

     

    
      	
              4.1

            	
              Initial
                conditions precedent

            


    

    The
      Lenders will only be obliged to comply with Clause 5.4
      (Lenders'
      participation)
      in
      relation to any Utilisation if: 

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              prior
                to Closing, each Closing Obligor has become an Additional Guarantor
                in
                accordance with Clause 27 (Changes
                to the Obligors)
                and provided the Transaction Security listed in paragraph 3(b) of
                Part I
                of Schedule 2 (Conditions
                Precedent and conditions subsequent);
                and

            


    

     

    
      	 	
              (b)

            	
              on
                or before the Utilisation Date for that Utilisation, the Facility
                Agent
                has received or is satisfied that it will receive all of the documents
                and
                other evidence listed in Part I of Schedule 2 (Conditions
                Precedent and conditions subsequent)
                in form and substance satisfactory to the Facility Agent (acting
                reasonably and on the instructions of the Majority Lenders),
                

            


    

     

    provided
      that
      the
      consent of 85 per cent. of the Lenders will be required to waive any
      conditions set out in Part I of Schedule 2 (Conditions
      Precedent and conditions subsequent)
      that
      are highlighted with an asterisk). The Facility Agent shall notify the Company
      and the Lenders promptly upon being so satisfied. 

     

    
      	
              4.2

            	
              Conditions
                to Utilisation

            


    

    Subject
      to Clause 4.4
      (Certain
      Funds),
      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 relevant Utilisation
      Date:

     

    
      	 	
              (a)

            	
              no
                Event of Default
                or
                Default is continuing or would occur as a result of the proposed
                Utilisation; and 

            


    

     

    
      	 	
              (b)

            	
              the
                Repeating Representations that are stipulated to be made by an Obligor
                on
                the relevant Utilisation Date are true and accurate (in all material
                respects in the case of Repeating Representations to which a materiality
                test is not already applied in accordance with their terms) by reference
                to the facts then subsisting and will remain true and accurate immediately
                after the Utilisation. 

            


    

     

    
      	
              4.3

            	
              Maximum
                number of Utilisations

            


    

    
      	
              (a)

            	
              A
                Borrower (or the Company)
                may not deliver a Utilisation Request if as a result of the proposed
                Utilisation more than 5 Loans would be
                outstanding.

            


    

     

    
      	
              (b)

            	
              A
                Borrower (or the Company) may not request that a Loan be divided
                if, as a
                result of the proposed division 5 or more Loans would be outstanding..
                

            


    

     

    
      	
              4.4

            	
              Certain
                Funds

            


    

    
      	
              (a)

            	
              Notwithstanding
                the provisions of Clause 4.2
                (Conditions
                to Utilisation),
                a Utilisation of the Facility for the purposes specified in Clause
                3.1
                (Purpose)
                or subject to the conditions set out in the Parent Debenture and
                the
                submission of a duly completed Withdrawal Notice, any withdrawal
                from a
                Blocked Account to be made within the Certain Funds Period shall
                (in each
                case) be made notwithstanding:

            


    

     

    
      	 	
              (i)

            	
              that
                all the representations and warranties in Clause 21
                (Representations)
                (other than a Certain Funds Representation) are not true in all respects;
                and

            


    

     

    
      	 	
              (ii)

            	
              a
                Default (other than a Certain Funds Default) is
                continuing,

            


    

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              but
                shall not be required to be made if, during the Certain Funds Period,
                there occurs a Change of Control (other than pursuant to the Transaction)
                or, in respect of the participation of a Lender in a Utilisation,
                it is
                unlawful for that Lender to make the Utilisation. For the purposes
                of this
                paragraph (a) only, Change of Control shall be deemed to apply to
                the
                Company on the same basis that it applies to the Parent, mutatis
                mutandis.

            


    

     

    
      	
              (b)

            	
              Prior
                to the date falling on the last day of the Certain Funds Period for
                the
                Facility, the Lenders will not exercise their rights under Clause
                25.21 (Acceleration),
                exercise any right of rescission or exercise any right of set-off,
                in each
                case to prevent any Utilisation referred to in paragraph (a) of this
                Clause 4.4.

            


    

     

    
      	
              (c)

            	
              For
                the avoidance of doubt, save as expressly stated otherwise, this
                Clause
                4.4
                does not constitute a waiver of the rights of the Lenders in respect
                of
                any Default.

            


    

     

    
      	
              (d)

            	
              For
                the avoidance of doubt, the Facility Agent shall have received all
                (unless
                it has waived such receipt) the documents and other evidence required
                by
                and in accordance with Clause 4.1
                (Initial
                conditions precedent)
                before any Utilisation may be made on
                Closing.

            


    

     

    
      	
              4.5

            	
              Debt
                Push Down Loans 

            


    

    The
      Group
      may, as part of its efficient tax planning, enter into transactions such that
      certain
      existing Loans may be pushed down in order to implement a Debt Push Down and
      Reorganisation provided that (subject to Clause 16.3
      (Exceptions))
      such
      Debt Push Down and Reorganisation is implemented on terms which have all been
      approved by the Majority Lenders.

     

    
      	
              4.6

            	
              Intellectual
                Property Restructuring

            


    

    The
      Group
      may, as part of its efficient tax planning, enter into any Permitted
      Transactions including, without limitation, any transaction or series of
      transactions (each an "IP
      Transaction")
      for
      the sale, licence, transfer or other disposal of all or part of the intellectual
      property owned by members of the Group incorporated in the UK (the "UK
      IP")
      to
      other members of the Group incorporated outside the UK provided
      that
      unless
      the Majority Lenders otherwise agree (acting reasonably):

     

    
      	 	
              (a)

            	
              no
                Event of Default is continuing or would result from the IP
                Transaction;

            


    

     

    
      	 	
              (b)

            	
              if
                the disposing company is a Guarantor, the company to which the UK
                IP is
                transferred (the "acquiring
                company")
                must be a Guarantor or the acquiring company shall have acceded as
                an
                Additional Guarantor in accordance with Clause 27
                (Changes
                to the Obligors);

            


    

     

    
      	 	
              (c)

            	
              to
                the extent that the UK IP was subject to Security in favour of the
                Lenders
                immediately prior to the IP Transaction, subject to the Security
                Principles and notwithstanding that new hardening periods would start,
                the
                Lenders will enjoy (in the reasonable opinion of the Facility Agent
                (acting on instructions of the Majority Lenders (acting reasonably))
                and
                supported by any professional opinions and reports as it reasonably
                requires) substantially the same or equivalent Security over the
                UK IP
                transferred in connection with the IP
                Transaction;

            


    

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              the
                acquiring entity must be in a jurisdiction approved by the Majority
                Lenders (acting reasonably); and

            


    

     

    
      	 	
              (e)

            	
              the
                Group will not incur any material tax liabilities as a result of
                the IP
                Transaction.

            


    

     

    SECTION
      3

     

    UTILISATION

     

    
      	
              5.

            	
              
                UTILISATION
                  -
                  LOANS

              

            


    

     

    
      	
              5.1

            	
              Delivery
                of a Utilisation Request

            


    

    A
      Borrower (or the Company
      on its behalf) may utilise the Facility by delivery to the Facility Agent of
      a
      duly completed Utilisation Request not later than the Specified Time (or such
      later time as the Facility Agent agrees).

     

    
      	
              5.2

            	
              Completion
                of a Utilisation Request for
                Loans

            


    

    
      	
              (a)

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

            


    

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (iii)

            	
              in
                respect of any Utilisation drawn on Closing, the account specified
                therein
                is the Lender Blocked Account; and

            


    

     

    
      	 	
              (iv)

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

            


    

     

    
      	
              (b)

            	
              Multiple
                Utilisations may be requested in a single Utilisation Request where
                the
                proposed Utilisation Date is Closing. Only one Utilisation may be
                requested in each subsequent Utilisation Request but more than one
                Utilisation Request may be delivered on the same
                day.

            


    

     

    
      	
              5.3

            	
              Currency
                and amount

            


    

    
      	
              (a)

            	
              The
                currency specified in a Utilisation Request must be the Base
                Currency.

            


    

     

    
      	
              (b)

            	
              The
                amount of the proposed Utilisation must be a minimum of $10,000,000.
                

            


    

     

    
      	
              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.

            


    

     

    
      	
              (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.

            


    

     

    
      	
              5.5

            	
              Pro
                Rata Drawings

            


    

    The
      Company shall ensure that to the extent not fully utilised on Closing, Facility
      A, Facility B and Facility C and the Facility are drawn proportionately to
      each
      other.

     

    
      	
              5.6

            	
              Withdrawal
                Notice

            


    

    
      	
              (a)

            	
              The
                Company (on behalf of the Parent) shall deliver to the Security Agent
                a
                duly completed Withdrawal Notice at the same time that it delivers
                the
                first Utilisation Request under this
                Agreement.

            


    

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              Such
                Withdrawal Notice is irrevocable and will not be regarded as having
                been
                duly completed unless:

            


    

     

    
      	 	
              (i)

            	
              it
                identifies the intended Scheme Date (on the understanding that, for
                the
                avoidance of doubt, the actual Scheme Date may fall after that
                date);

            


    

     

    
      	 	
              (ii)

            	
              it
                identifies all payments to be made from a Blocked Account on the
                Scheme
                Date in accordance with the Structure Memorandum and the Funds Flow
                Statement; and

            


    

     

    
      	 	
              (iii)

            	
              it
                includes detailed payment instructions for each individual recipient
                of a
                payment from a Blocked Account on the Scheme
                Date.

            


    

     

    
      	
              (c)

            	
              For
                the avoidance of doubt, all instructions set out in the Withdrawal
                Notice
                shall be subject to the occurrence of the Scheme Date and the conditions
                for withdrawal from the Blocked Accounts set out in the Parent
                Debenture.

            


    

     

    
      	
              (d)

            	
              Unless
                otherwise agreed between the Company and the Majority Lenders (acting
                reasonably) only three recipients shall be designated for the payment
                to
                be made to the public under Step 15 of the Structure
                Memorandum.

            


    

     

    
      	
              6.

            	
              
                REDENOMINATION

              

            


    

     

    
      	
              6.1

            	
              Facility
                Agent's calculations

            


    

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

     

    
      	
              6.2

            	
              Redenomination

            


    

    
      	
              (a)

            	
              The
                Lenders may, by delivering a notice to the Company
                (a "Redenomination
                Notice")
                no later than ten Business Days before the Redenomination Date, request
                that Loans in an aggregate principal amount (when aggregated with
                any
                Facility A Loans, Facility B Loans and/or Facility C Loans under
                the
                Senior Facilities Agreement that have been or are to be redenominated)
                (the "Redenomination
                Amount")
                not exceeding $510,000,000 be redenominated into
                euro.

            


    

     

    
      	
              (b)

            	
              Each
                Redenomination Notice shall:

            


    

     

    
      	 	
              (i)

            	
              be
                delivered at least ten Business Days before the Redenomination
                Date;

            


    

     

    
      	 	
              (ii)

            	
              specify
                the proposed date (the "Redenomination
                Date")
                on which such redenomination is to take effect;
                and

            


    

     

    
      	 	
              (iii)

            	
              specify
                the amount of the Facility to be redenominated (in compliance with
                the
                limits set out in paragraph (a)
                above).

            


    

     

    
      	
              (c)

            	
              Following
                receipt by the Company
                of the Redenomination Notice the Facility Agent or a financial institution
                nominated by the Company will enter into foreign exchange contracts
                on
                market rates (each an "Exchange
                Contract")
                pursuant to which the Facility Agent or nominated financial institution
                agrees to purchase an amount in dollars equal to the Redenomination
                Amount
                with an amount of euros (the "Exchange
                Amount")
                required to purchase that amount of dollars using the Facility Agent's
                Spot Rate of Exchange or the rate of exchange at which the nominated
                financial institution is to provide the Exchange Contract (the
                "Redenomination
                Amount")
                (provided
                that
                the Facility Agent shall consult with the Company or nominated financial
                institution in relation to the setting of the Redenomination Rate)
                for
                delivery on the Redenomination
                Date.

            


    

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    
      	
              (d)

            	
              On
                the Redenomination Date, the Lenders will make additional Loans
                ("Redenomination
                Loans")
                in euros. The amount of each Loan shall be the Exchange Amount relating
                to
                the relevant dollar amount of the
                Facility.

            


    

     

    
      	
              (e)

            	
              Upon
                ascertaining (and in any event on the date falling three Business
                Days
                prior to the Redenomination Date) each Exchange Amount, the Facility
                Agent
                will promptly notify the Company and each Lender of the Exchange
                Amounts
                and the Redenomination Rate.

            


    

     

    
      	
              (f)

            	
              On
                the Redenomination Date:

            


    

     

    
      	 	
              (i)

            	
              each
                Redenomination Loan will be made as set out in paragraph (d)
                above, and the proceeds of such Loans shall be paid to the Facility
                Agent;

            


    

     

    
      	 	
              (ii)

            	
              the
                Facility Agent shall apply the proceeds of the Redenomination Loans
                in
                purchase of dollars in accordance with the Exchange Contracts or
                to the
                financial institution nominated by the Company pursuant to paragraph
                (c)
                above for the purchase of dollars by that financial institution in
                accordance with the Exchange Contracts;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                Facility Agent shall apply the amounts of dollars purchased pursuant
                to
                the Exchange Contracts or received from the financial institution
                nominated by the Company pursuant to paragraph (c) above in repayment
                in
                full of all the Loans which are to be
                redenominated.

            


    

     

    
      	
              (g)

            	
              On
                and following the Redenomination Date, each Redenomination Loan shall
                be a
                Loan
                for all purposes under this
                Agreement.

            


    

     

    
      	
              (h)

            	
              The
                requirements of Clause 4.2
                (Conditions
                to Utilisation),
                Clause 4.3
                (Maximum
                number of Utilisations)
                and Clause 5
                (Utilisation
                - Loans)
                shall be deemed to be satisfied in respect of the Redenomination
                Loans.

            


    

     

    
      	
              (i)

            	
              Only
                one Redenomination Date may occur under this
                Agreement.

            


    

     

    
      	
              (j)

            	
              Prior
                to the occurrence of the Redenomination Date, the Facility Agent
                may
                require (acting reasonably) such amendments to this Agreement to
                be made
                as are reasonably necessary to separate the Redenomination Loans
                into euro
                and dollar tranches of the
                Facility.

            


    

     

    
      	
              (k)

            	
              Following
                the tranching of the Redenomination Loans, any repayment or mandatory
                prepayment of the Facility must be made pro rata to the outstandings
                under
                each euro and dollar tranche.

            


    

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    SECTION
      4

     

    REPAYMENT,
      PREPAYMENT AND CANCELLATION

     

    
      	
              7.

            	
              
                REPAYMENT

              

            


    

     

    
      	
              7.1

            	
              Repayment
                of Loans

            


    

    
      	
              (a)

            	
              The
                Borrowers which
                have drawn Loans (and the Company shall ensure that those Borrowers
                shall)
                repay the aggregate Loans on the Termination
                Date.

            


    

     

    
      	
              (b)

            	
              The
                Borrowers may not reborrow any part of the Facility which is
                repaid.

            


    

     

    
      	
              8.

            	
              
                ILLEGALITY,
                  VOLUNTARY 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, issue or maintain
      its participation in any Loan:

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              upon
                the Facility Agent notifying the Company,
                the Commitment of that Lender will be immediately cancelled or, as
                the
                case may be, on such date that Lender's Commitment shall be transferred
                to
                another person pursuant to Clause 26.11
                (Replacement
                of Lenders);
                and

            


    

     

    
      	 	
              (c)

            	
              each
                Borrower shall repay that Lender's participation in the Loan made
                to that
                Borrower on the last day of the Interest Period for each Loan occurring
                after the Facility Agent has notified the Company or, if earlier,
                the date
                specified by the Lender in the notice delivered to the Facility Agent
                (being no earlier than the last day of any applicable grace period
                permitted by law) or, as the case may be, on such date that Lender's
                participation in the Utilisations shall be transferred at par to
                another
                person pursuant to Clause 26.11
                (Replacement
                of Lenders).

            


    

     

    
      	
              8.2

            	
              Voluntary
                and mandatory cancellation

            


    

    
      	
              (a)

            	
              The
                Company
                may, if it gives the Facility Agent not less than three 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 $2,000,000
                (or its
                equivalent)) of an Available Facility. Any cancellation under this
                Clause
                8.2
                shall reduce the Commitments of the Lenders rateably under that
                Facility.

            


    

     

    
      	
              (b)

            	
              The
                Facilities shall be automatically cancelled if the Press Release
                has not
                been issued by the date falling 14 days after the date of this
                Agreement.

            


    

     

    
      	
              8.3

            	
              Voluntary
                prepayment of Loans

            


    

    
      	
              (a)

            	
              Subject
                to the Intercreditor Agreement, a
                Borrower to which a Loan has been made may, if it or the Company
                gives the
                Facility Agent not less than five Business Days' (or such shorter
                period
                as the Majority Lenders may agree) prior notice, prepay the whole
                or any
                part of that Loan (but, if in part, being an amount that reduces
                the Base
                Currency Amount of that Loan by a minimum amount of $2,000,000 (or
                its
                equivalent) subject to any Break Costs.


            


    

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              A
                Loan may only be prepaid after the last day of the Availability Period
                (or, if earlier, the day on which the applicable Available Facility
                is
                zero).

            


    

     

    
      	
              8.4

            	
              Right
                of cancellation and repayment 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 15.2
                (Tax
                gross-up);

            


    

     

    
      	 	
              (ii)

            	
              any
                Lender claims indemnification from an Obligor under Clause 15.3
                (Tax
                indemnity)
                or Clause 16.1
                (Increased
                costs);
                or

            


    

     

    
      	 	
              (iii)

            	
              a
                Market Disruption Event occurs pursuant to Clause 13
                (Changes
                to Calculation of Interest)
                in relation to certain but not all the Lenders;
                or

            


    

     

    
      	 	
              (iv)

            	
              at
                any time a Lender becomes a Non-Consenting
                Lender,

            


    

     

    the
      Company
      may, whilst the circumstance giving rise to the requirement or indemnification
      continues, give the Facility Agent notice of cancellation of the Commitment
      of
      that Lender and its intention to procure the repayment of that Lender's
      participation in the Utilisations or to require the transfer of that Lender's
      rights and obligations pursuant to Clause 26.11
      (Replacement
      of Lenders).

     

    
      	
              (b)

            	
              On
                receipt of a notice referred to in paragraph (a) above in relation
                to a
                Lender, the Commitment of that Lender shall immediately be reduced
                to zero
                or transferred to another person pursuant to Clause 26.11
                (Replacement
                of Lenders).

            


    

     

    
      	
              (c)

            	
              On
                the last day of each Interest Period which ends after the Company
                has
                given notice under paragraph (a) (i), (ii) or (iii) above in relation
                to a
                Lender (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 together with all interest and other amounts
                accrued under the Finance Documents or the relevant Lender shall
                transfer
                its rights and obligations pursuant to Clause 26.11
                (Replacement
                of Lenders).

            


    

     

    
      	
              (d)

            	
              On
                the last day of each Interest Period which ends after the Company
                has
                given notice under paragraph (a)(iv) above in relation to a Lender
                (or, if
                earlier, the date specified by the Company in that notice), each
                Borrower
                to which a Loan is outstanding shall, with the consent of each of
                the
                Lenders forming the Majority Lenders (unless the prepayment is funded
                by
                Company New Equity, Company Subordinated Debt or Retained Cash that
                can be
                used to pay dividends in accordance with the terms of this Agreement)
                repay that Lender's participation in that Loan together with all
                interest
                and other amounts accrued under the Finance Documents and/or the
                relevant
                Lender shall transfer its rights and obligations pursuant to Clause
                26.11
                (Replacement
                of Lenders).

            


    

     

    
      	
              8.5

            	
              Prepayment
                fee

            


    

    
      	
              (a)

            	
              If
                a prepayment
                of all or any part of the Facility is made within 36 Months from
                Closing:

            


    

     

    
      	 	
              (i)

            	
              under
                Clause 8.3 (Voluntary
                prepayment of Loans);

            


    

     

    
      	 	
              (ii)

            	
              as
                a result of the operation of Clause 9.1 (Exit);
                or

            


    

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              as
                a result of the operation of paragraph (d) of Clause.9.2 (Disposal,
                Insurance and Acquisition Proceeds, Excess Cashflow and
                IPO),

            


    

     

    the
      Borrower shall pay with the proposed prepayment a fee in an amount equal
      to:

     

    
      	
            	(A)	
              if
                the prepayment takes place at any time up to (and including) the
                date
                which is 24 Months from Closing, one per cent. of the principal amount
                prepaid to the Facility Agent for distribution to the Lenders and
                a
                make-whole fee calculated in accordance with Clause 8.6 (Make-whole
                Fee)
                below; or

            


    

     

    
      	
            	(B)	
              if
                the prepayment takes place at any time from (but excluding) the date
                which
                is 24 Months from Closing up to (and including) the date which is
                36
                Months from Closing, one per cent (1%) of the principal amount prepaid
                to
                the Facility Agent for distribution to the
                Lenders.

            


    

     

    
      	
              (b)

            	
              No
                prepayment
                fee shall be payable under paragraph (a) above in relation to a prepayment
                of all or any part of the Facility pursuant
                to:

            


    

     

    
      	 	
              (i)

            	
              Clause
                8.1 (Illegality);
                or

            


    

     

    
      	 	
              (ii)

            	
              paragraphs
                (a)(i), (ii), (iii) and (iv) of Clause 8.4 (Right
                of cancellation and repayment in relation to a single
                Lender)
                as a result of:

            


    

     

    
      	 	
              (A)

            	
              any
                sum payable to a Lender by an Obligor being required to be increased
                under
                paragraph (c) of Clause 15.2 (Tax
                gross-up);
                

            


    

     

    
      	 	
              (B)

            	
              any
                Lender claiming indemnification under Clause 15.3 (Tax
                indemnity)
                or Clause 16.1 (Increased
                costs);
                

            


    

     

    
      	 	
              (C)

            	
              a
                Market Disruption Event occurring pursuant to Clause 13 (Changes
                to Calculation of Interest);
                or

            


    

     

    
      	 	
              (D)

            	
              or
                at any time a Lender becoming a Non-consenting Lender provided that
                if any
                such prepayment takes place at any time up to (and including) the
                date
                which is 24 Months from Closing, a prepayment fee of 2 per cent.
                of the
                principal amount prepaid shall be paid to the Facility Agent for
                distribution to the Lenders and if any such prepayment takes place
                at any
                time after the date which is 24 Months from Closing up to (and including)
                the date which is 36 Months from Closing a prepayment fee is payable
                in
                accordance with sub-paragraph (B) of paragraph (a) above;
                or

            


    

     

    
      	 	
              (iii)

            	
              a
                refinancing
                of all or part of the Facility in which one or more of the Lenders
                participate, provided that in respect of each such Lender a fee will
                be
                payable in accordance with paragraphs (A) and (B) above and calculated
                on
                the amount, if any, by which the amount prepaid to such Lender(s)
                exceeds
                such Lender(s) participation in such
                refinancing.

            


    

     

    
      	
              8.6

            	
              Make-whole
                fee

            


    

    
      	
              (a)

            	
              For
                the purposes of paragraph (a)(A) of Clause 8.5 (Prepayment
                fee),
                "Make-whole
                fee"
                means an amount equal to the net present value of the amount of interest
                (excluding any Mandatory Cost) which would have accrued on the principal
                amount of the Facility (and including, for the avoidance of doubt,
                all
                accrued and capitalised interest) so prepaid from the date of prepayment
                to (and including) the date which is 24 Months from Closing, discounted
                at
                a rate equal to LIBOR plus 0.50 per cent
                (0.50%).

            


    

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              For
                the purpose of paragraph (a) above, LIBOR shall be determined as
                at the
                date of prepayment and assuming successive Interest Periods of three
                months' duration but taking the actual period from the date of prepayment
                to the expiry of the then current Interest Period and the actual
                period
                from the expiry of the last three month Interest Period so assumed
                until
                (and including) the date which is 24 Months from
                Closing.

            


    

     

    
      	
              9.

            	
              
                MANDATORY
                  PREPAYMENT

              

            


    

     

    
      	
              9.1

            	
              Exit

            


    

    Upon
      the
      occurrence
      of
      an Exit, the Facility will be cancelled and all outstanding Loans, together
      with
      accrued interest, and all other amounts accrued under the Finance Documents,
      shall become immediately due and payable.

     

    
      	
              9.2

            	
              Disposal,
                Insurance and Acquisition Proceeds, Excess Cashflow and
                IPO

            


    

    
      	
              (a)

            	
              For
                the purposes of this Clause 9.2,
                Clause 9.3
                (Application
                of mandatory prepayments)
                and Clause 9.4
                (Mandatory
                Prepayment Accounts):

            


    

     

    "Acquisition
      Proceeds"
      means
      the Net Proceeds of a claim (a "Recovery
      Claim")
      against the provider of any Report (in its capacity as a provider of that
      Report) except for Excluded Acquisition Proceeds.

     

    "Disposal"
      means a
      sale, lease, licence, transfer, loan or other disposal by a person of any asset,
      undertaking or business (whether by a voluntary or involuntary single
      transaction or series of transactions).

     

    "Disposal
      Proceeds"
      means
      the Net Proceeds received by any member of the Group (including any amount
      received from any person outside the Group or from the entity being disposed
      of
      or its Subsidiaries in repayment of intercompany debt of the entity being
      disposed of or its Subsidiaries) for any Disposal made by any member of the
      Group except for Excluded Disposal Proceeds.

     

    "Excluded
      Acquisition Proceeds"
      means
      any proceeds of a Recovery Claim which relate to a working capital adjustment
      or
      which are applied or committed to be applied or designated by the board of
      directors of the Company to be applied:

     

    
      	 	
              (i)

            	
              to
                satisfy (or reimburse a member of the Group which has discharged)
                any
                liability, charge or claim upon a member of the Group by a person
                which is
                not a member of the Group; or

            


    

     

    
      	 	
              (ii)

            	
              in
                compensation for a loss or replacement, reinstatement and/or repair
                of
                assets of members of the Group which have been lost, destroyed or
                damaged,

            


    

     

    in
      each
      case as a result of the events or circumstances giving rise to that Recovery
      Claim, if those proceeds are so applied, committed to be so applied or
      designated by the board of directors of the Company
      to be so applied, within 12 Months (or such longer period as the Majority
      Lenders may agree) of receipt of such proceeds (provided
      that in
      the
      case of a commitment or designation they are then so applied within 18 Months
      of
      receipt); or

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              less
                than $5,000,000 (or its equivalent) in respect of an individual Recovery
                Claim.

            


    

     

    "Excluded
      Disposal Proceeds"
      means
      the Net Proceeds of any Disposal which is or which are:

     

    
      	 	
              (i)

            	
              permitted
                under paragraphs (a) to (f), (i), (j) or (l) to (n) of the definition
                of
                "Permitted Disposal";

            


    

     

    
      	 	
              (ii)

            	
              applied,
                committed to be so applied or designated by the board of directors
                of the
                Company to be applied for reinvestment in the business of the Group,
                Permitted Acquisitions or Capital Expenditure within 12 months (or
                such
                longer period as the Majority Lenders may agree) of receipt of such
                proceeds (provided
                that in
                the case of a commitment or designation they are then so applied
                within 18
                Months of receipt);

            


    

     

    
      	 	
              (iii)

            	
              an
                individual Disposal not falling under the preceding paragraphs where
                the
                Net Proceeds from that Disposal are an amount less than $5,000,000
                (or its
                equivalent); or

            


    

     

    
      	 	
              (iv)

            	
              disposals
                not falling under the preceding paragraphs the Net Proceeds of which
                when
                aggregated with the Net Proceeds of other Disposals made in the same
                Financial Year of the Company and not falling under the preceding
                paragraphs do not exceed an amount of $20,000,000 (or its equivalent)
                in
                any financial year.

            


    

     

    "Excluded
      Insurance Proceeds"
      means
      any Net Proceeds of insurance claims:

     

    
      	 	
              (i)

            	
              which
                are third party liability, business interruption or similar
                claims
                (including, for the avoidance of doubt, director and officer claims
                to the
                extent they relate to third party
                liability);

            


    

     

    
      	 	
              (ii)

            	
              which
                do not exceed an amount of $5,000,000 (or its equivalent) in any
                single
                case; or

            


    

     

    
      	 	
              (iii)

            	
              which
                are applied, committed to be so applied or designated by the board
                of
                directors of the Company to be so
                applied:

            


    

     

    
      	 	
              (A)

            	
              to
                meet a third party claim; or

            


    

     

    
      	 	
              (B)

            	
              to
                the replacement, reinstatement and/or repair of the assets in respect
                of
                which the relevant insurance claim was
                made,

            


    

     

    in
      each
      case within 12 months, (or such longer period as the Majority Lenders may agree)
      of receipt of such proceeds (provided
      that in
      the
      case of a commitment or designation they are then so applied within 18 months
      of
      receipt).

     

    "IPO
      Proceeds"
      means
      the Net Proceeds of any IPO received by any member of the Group or any holding
      company of the Parent established by the Investors for the purposes of an IPO
      of
      the Group and in which each of the Investors has a shareholding.

     

    "Insurance
      Proceeds"
      means
      the Net Proceeds of any insurance claim received by any member of the Group
      except for Excluded Insurance Proceeds.

     

    
      	
              (b)

            	
              The
                Company
                shall ensure that the Borrowers prepay Loans in the following amounts
                at
                the times and in the order of application contemplated by Clause
                9.3
                (Application
                of mandatory prepayments):

            


    

     

    
      	 	
              (i)

            	
              the
                amount of Acquisition Proceeds;

            


    

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              the
                amount of Disposal Proceeds; and

            


    

     

    
      	 	
              (iii)

            	
              the
                amount of Insurance Proceeds,

            


    

     

    provided
      that the
      Net
      Proceeds arising out of a sale of assets which form part of the Non-Core
      Business shall only be applied as to the first 50 per cent. in prepayment of
      the
      Facility. The remaining Net Proceeds may be retained by the Group. 

     

    
      	
              (c)

            	
              On
                and following the Senior Discharge Date, for the period beginning
                1
                January 2009 and ending 30 June 2009 and for each financial year
                of the
                Parent thereafter, the Company shall ensure that the Borrowers prepay
                Loans at the time and as contemplated by Clause 9.3
                (Application
                of mandatory prepayments)
                in an amount equal to:

            


    

     

    
      	 	
              (i)

            	
              in
                respect of each Financial Year at the end of which Debt Cover is
                greater
                than 4.75:1, 75 per cent. of the Excess Cashflow for that Financial
                Year;

            


    

     

    
      	 	
              (ii)

            	
              in
                respect of each Financial Year at the end of which Debt Cover is
                equal to
                or less than 4.75:1 but greater than 3.75:1, 50 per cent. of the
                Excess
                Cashflow for that Financial Year;

            


    

     

    
      	 	
              (iii)

            	
              in
                respect of each Financial Year at the end of which Debt Cover is
                equal to
                or less than 3.75:1 but greater than 2.75:1, 25 per cent. of the
                Excess Cashflow for that Financial Year;
                and

            


    

     

    
      	 	
              (iv)

            	
              for
                the avoidance of doubt, in respect of each Financial Year at the
                end of
                which Debt Cover is equal to or less than 2.75:1, 0 per cent. of
                the
                Excess Cashflow for that Financial Year provided
                that from
                the applicable percentage of Excess Cashflow shall be deducted any
                voluntary prepayments made during that Financial
                Year.

            


    

     

    Any
      balance will be retained by the Group and may be used as set out in paragraph
      (f) below or may be used for any purpose not expressly prohibited under the
      Finance Documents or may (at the option of the Company), subject to the
      prerequisites set out in paragraph (b) of the definition of Permitted Payment,
      be applied by way of a loan to the Parent or in payment of dividends or
      redemption of equity by the Company or in payment of interest or principal
      on
      the Company Subordinated Debt.

     

    Prior
      to
      the Senior Discharge Date, any balance following the application of the opening
      paragraph of Clause 14.2(d) (Disposal,
      Insurance and Acquisition Proceeds, Excess Cashflow and IPO)
      of the
      Senior Facilities Agreement will be retained by the Group and may be used as
      set
      out in Clause 14.2(f) (Disposal,
      Insurance and Acquisition Proceeds, Excess Cashflow and IPO)
      of the
      Senior Facilities Agreement or may (at the option of the Company) if the Senior
      Debt Cover ratio is 2:1 or below be utilised to prepay the Facility or, subject
      to the prerequisites set out in paragraph (b) of the definition of Permitted
      Payment, be applied by way of a loan to the Parent or in payment of dividends
      or
      redemption of equity by the Company or in payment of interest or principal
      on
      the Company Subordinated Debt.

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    
      	
              (d)

            	
              IPO

            


    

     

    On
      or
      following the Senior Discharge Date, upon
      the
      occurrence of an IPO not resulting in a Change of Control, the Company shall
      ensure that the Borrowers prepay the Loans in the following amounts as
      contemplated by Clause 9.3
      (Application
      of mandatory prepayments):

     

    
      	
            	(i)	
              if
                on the immediately preceding Quarter Date, Debt Cover for the Relevant
                Period ending on such Quarter Date was greater than 4.75:1, an amount
                equal to 75 per cent. of the IPO
                Proceeds:

            


    

     

    
      	
            	(ii)	
              if
                on the immediately preceding Quarter Date, Debt Cover for the Relevant
                Period ending on such Quarter Date was greater than 3.75:1 but less
                than
                or equal to 4.75:1, an amount equal to 50 per cent. of the IPO
                Proceeds:

            


    

     

    
      	
            	(iii)	
              if
                on the immediately preceding Quarter Date, Debt Cover for the Relevant
                Period ending on such Quarter Date was greater than 2.75:1 but less
                than
                or equal to 3.75:1, an amount equal to 25 per cent. of the IPO Proceeds:
                and

            


    

     

    
      	
            	(iv)	
              (for
                the avoidance of doubt) if, on the immediately preceding Quarter
                Date,
                Debt Cover for the Relevant Period ending on such Quarter Date was
                equal
                to or less than 2.75:1, an amount equal to 0 per cent. of the IPO
                Proceeds,

            


    

     

    Any
      balance will be retained by the Group and may be used as set out in paragraph
      (f) below or otherwise used for any purpose not expressly prohibited under
      the
      Finance Documents or may (at the option of the Company), subject to the
      prerequisites set out in paragraph (b) of the definition of Permitted Payment,
      be applied by way of a loan to the Parent or in payment of dividends or
      redemption of equity by the Company or payment of interest or principal on
      the
      Subordinated Debt. 

     

    Prior
      to
      the Senior Discharge Date, any balance following the application of the opening
      paragraph of Clause 14.2(e) (Disposal,
      Insurance and Acquisition Proceeds, Excess Cashflow and IPO)
      of the
      Senior Facilities Agreement will be retained by the Group and may be used as
      set
      out in Clause 14.2(f) (Disposal,
      Insurance and Acquisition Proceeds, Excess Cashflow and IPO)
      of the
      Senior Facilities Agreement or may (at the option of the Company) if the Senior
      Debt Cover ratio is 2:1 or below be utilised to prepay the Facility or, subject
      to the prerequisites set out in paragraph (b) of the definition of Permitted
      Payment, be applied by way of a loan to the Parent or in payment of dividends
      or
      redemption of equity by the Company or in payment of interest or principal
      on
      the Company Subordinated Debt.

     

    
      	
              (e)

            	
              If
                there is an IPO of the Non-Core Business which does not constitute
                a
                Change of Control, the IPO Proceeds received by the Group shall be
                paid as
                to the first 50
                per cent. of the IPO Proceeds from any such IPO in prepayment of
                the
                Senior Facilities and the remaining proceeds may be retained by the
                Group.

            


    

     

    
      	
              (f)

            	
              Amounts
                not applied in prepayment of the Senior Facilities or the Facility
                pursuant to this Clause 9.2
                and not required, if not applied in prepayment, to be applied for
                another
                purpose specified in this Clause 9.2
                will be available for the general corporate or acquisition purposes
                of the
                Group. For the avoidance of doubt, such amounts shall not be required
                to
                be held in a blocked account.

            


    

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    
      	
              9.3

            	
              Application
                of mandatory prepayments

            


    

    
      	
              (a)

            	
              A
                prepayment made under Clause 9.2
                (Disposal,
                Insurance and Acquisition Proceeds, Excess Cashflow and
                IPO)
                paragraphs (b) to (e) shall be applied pro rata in prepayment of
                the
                Loans.

            


    

     

    
      	
              (b)

            	
              Unless
                the Company makes an election under paragraph (c) below, the Borrowers
                shall prepay Loans at the following
                times:

            


    

     

    
      	 	
              (i)

            	
              in
                the case of any prepayment relating to the amounts of Acquisition
                Proceeds, Disposal Proceeds, Insurance Proceeds or IPO Proceeds,
                promptly
                upon receipt of those proceeds; and

            


    

     

    
      	 	
              (ii)

            	
              in
                the case of any prepayment relating to an amount of Excess Cashflow
                on the
                last day of the first Interest Period ending at least 15 Business
                Days
                after the date of delivery pursuant to Clause 22.1
                (Financial
                statements)
                of the Annual Financial Statements of the Parent for the relevant
                Financial Year.

            


    

     

    
      	
              (c)

            	
              Subject
                to paragraph (d)
                below, the Company may, by giving the Facility Agent not less than
                three
                Business Days (or such shorter period as the Majority Lenders may
                agree)
                prior written notice, elect that any prepayment under Clause 9.2
                (Disposal,
                Insurance and Acquisition Proceeds, Excess Cashflow and
                IPO)
                due which is to be applied in prepayment of a Loan on a day other
                than the
                last day of the Interest Period relating to that Loan be applied
                in
                prepayment of that Loan on the last day of the Interest Period during
                which such prepayment falls due.

            


    

     

    
      	
              (d)

            	
              If
                the Company makes the election under paragraph (c)
                above then (subject to there being no Event of Default outstanding)
                a
                proportion of each relevant Loan equal to the amount of the relevant
                prepayment will be due and payable on the last day of its Interest
                Period.
                In the case of an Event of Default which is continuing the Facility
                Agent
                shall be entitled to use the amounts credited to the Mandatory Prepayment
                Account which are required to be applied pursuant to paragraph (b),
                (c),
                (d) or (e) of Clause 9.2
                (Disposal,
                Insurance and Acquisition Proceeds, Excess Cashflow and
                IPO)
                to pay amounts due and payable under this Clause 9.3
                and otherwise under the Finance
                Documents.

            


    

     

    
      	
              (e)

            	
              If
                the Company has made an election under paragraph (c) above but an
                Event of
                Default under Clause 25.1
                (Non-payment) has
                occurred and is continuing or a notice has been given by the Facility
                Agent pursuant to Clause 25.21
                (Acceleration),
                that election shall no longer apply and the amount of the relevant
                prepayment shall be immediately due and payable (unless the Majority
                Lenders otherwise agree in
                writing).

            


    

     

    
      	
              9.4

            	
              Mandatory
                Prepayment Accounts

            


    

    
      	
              (a)

            	
              The
                Company
                shall ensure that:

            


    

     

    
      	 	
              (i)

            	
              Disposal
                Proceeds, Insurance
                Proceeds, IPO Proceeds and Acquisition Proceeds in respect of which
                the
                Company has made an election under paragraph (c) of Clause 9.3
                (Application
                of mandatory prepayments)
                are paid into a Mandatory Prepayment Account as soon as reasonably
                practicable after receipt by a member of the Group;
                and

            


    

     

    
      	 	
              (ii)

            	
              an
                amount equal to any Excess Cashflow in respect of which the Company
                has
                made an election under paragraph (d) of Clause 9.3
                (Application
                of mandatory prepayments)
                is paid into a Mandatory Prepayment Account promptly after such
                election.

            


    

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              The
                Company
                and each Borrower irrevocably authorise the Facility Agent to apply
                amounts credited to a Mandatory Prepayment Account which are required
                to
                be applied pursuant to paragraphs (b), (c), (d) or (e) of Clause
                9.3
                (Application
                of mandatory prepayments)
                to pay amounts due and payable under Clause 9.3
                (Application
                of mandatory prepayments)
                and otherwise under the Finance
                Documents.

            


    

     

    
      	
              (c)

            	
              A
                Lender, Security Agent or Facility Agent with which a Mandatory Prepayment
                Account is held acknowledges and agrees that (i) interest shall accrue
                at
                normal commercial rates on amounts credited to that Account and subject
                to
                their being no Event of Default continuing, that the account holder
                shall
                be entitled to receive such interest (which shall be paid in accordance
                with the mandate relating to such account) and (ii) such Account
                is
                subject to the Transaction
                Security.

            


    

     

    
      	
              9.5

            	
              General

            


    

    All
      prepayments to be made under Clause 9.2
      (Disposal,
      Insurance and Acquisition Proceeds, Excess Cashflow and IPO)
      (other
      than upon the occurrence of an Exit or out of IPO Proceeds) are subject to
      the
      terms of the Intercreditor Agreement, permissibility under local law (including,
      without limitation, financial assistance, corporate benefit restrictions on
      up
      streaming of cash intra-group and the fiduciary and statutory duties of the
      directors of the relevant members of the Group). There will be no requirement
      to
      make any prepayment where the aggregate of the Tax and other cost to the Group
      of making that payment or making funds available to another member of the Group
      to enable such payment to be made exceeds an amount equal to 5 per cent. of
      the
      amount to be prepaid. The Company shall ensure that all members of the Group
      will use their reasonable endeavours to overcome any restrictions and/or
      minimise any costs of a prepayment. If at any time those restrictions are
      removed, any relevant proceeds will be applied in prepayment of the Facilities
      at the end of the next Interest Period provided
      that
      the
      relevant proceeds are available at such time to be so applied.

     

    
      	
              10.

            	
              
                RESTRICTIONS

              

            


    

     

    
      	
              10.1

            	
              Notices
                of Cancellation or
                Prepayment

            


    

    Any
      notice of cancellation or prepayment given by any Party under Clause
8
      (Illegality,
      Voluntary Prepayment and Cancellation)
      or
      Clause 9 (Mandatory
      Prepayment)
      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.

     

    
      	
              10.2

            	
              Interest
                and other amounts

            


    

    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.

     

    
      	
              10.3

            	
              No
                reborrowing of Term
                Facilities

            


    

    No
      Borrower may reborrow any part of the
      Facility (or a Loan) which is prepaid.

     

    
      	
              10.4

            	
              Prepayment
                in accordance with
                Agreement

            


    

    No
      Borrower shall repay or prepay all or any part of the Utilisations or cancel
      all
      or any part of the Commitments except at the times and in the manner expressly
      provided for in this Agreement.

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    
      	
              10.5

            	
              No
                reinstatement of
                Commitments

            


    

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

     

    
      	
              10.6

            	
              Facility
                Agent's receipt of Notices

            


    

    If
      the
      Facility Agent receives a notice under Clause 8
      (Illegality,
      Voluntary Prepayment and Cancellation)
      or
      Clause 9 (Mandatory
      Prepayment)
      it
      shall promptly forward a copy of that notice to either the Company or the
      affected Lender, as appropriate.

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    SECTION
      5

     

    COSTS
      OF UTILISATION

     

    
      	
              11.

            	
              INTEREST

            


    

     

    
      	
              11.1

            	
              Calculation
                of interest

            


    

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

     

    
      	 	
              (a)

            	
              Margin;

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

            	
              Mandatory
                Cost, if any.

            


    

     

    
      	
              11.2

            	
              Payment
                of interest
                - Cash Margin

            


    

    
      	
              (a)

            	
              The
                Borrower to which a Loan has been made shall pay accrued interest
                on that
                Loan (other than interest in respect of the PIK Margin) 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).

            


    

     

    
      	
              (b)

            	
              If
                payment of any interest accruing under paragraph (a) above is not
                permitted under the Intercreditor Agreement, that interest shall
                accrue
                and be payable by that Borrower on the Business Day immediately after
                payment of that interest is permitted under the Intercreditor
                Agreement.

            


    

     

    
      	
              11.3

            	
              Payment
                of interest - PIK Margin

            


    

    Any
      interest accruing in respect of the PIK Margin shall be compounded with the
      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). Any such interest shall after being compounded,
      be
      treated as part of the principal amount of the Loan and shall be payable
      in
      accordance with Clause 7 (Repayment),
      Clause
      8 (Illegality,
      Voluntary Prepayment and Cancellation)
      and
      Clause 25.21(Acceleration).

     

    
      	
              11.4

            	
              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 one per cent. higher
                than
                the rate which would have been payable if the overdue amount had,
                during
                the period of non-payment, constituted a Loan in the currency of
                the
                overdue amount for successive Interest Periods, each of a duration
                selected by the Facility Agent (acting reasonably). Any interest
                accruing
                under this Clause 11.4
                shall be immediately payable by the Obligor on demand by the Facility
                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

            


    

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              the
                rate of interest applying to the overdue amount during that first
                Interest
                Period shall be one per cent. higher than the rate which would have
                applied if the overdue amount had not become
                due.

            


    

     

    
      	
              (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.

            


    

     

    
      	
              11.5

            	
              Notification
                of rates of interest

            


    

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

     

    
      	
              11.6

            	
              Highest
                Lawful Rate

            


    

    Notwithstanding
      any other provision herein, in no event shall the rate of interest payable
      by
      any Obligor with respect to any Loan exceed the Highest Lawful
      Rate.

     

    
      	
              12.

            	
              
                INTEREST
                  PERIODS

              

            


    

     

    
      	
              12.1

            	
              Selection
                of Interest Periods and
                Terms

            


    

    
      	
              (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 or (if the Loan has already been
                borrowed) in a Selection Notice.

            


    

     

    
      	
              (b)

            	
              Each
                Selection Notice for a Loan is irrevocable and must be delivered
                to the
                Facility Agent by the Borrower (or the Company on behalf of the Borrower)
                to which that Loan was made not later than the Specified Time (or
                such
                later time as the Facility Agent may
                agree).

            


    

     

    
      	
              (c)

            	
              If
                a Borrower (or the Company) fails to deliver a Selection Notice to
                the
                Facility Agent in accordance with paragraph (b) above, the relevant
                Interest Period will be one Month.

            


    

     

    
      	
              (d)

            	
              Subject
                to this Clause 12,
                a
                Borrower (or the Company) may select an Interest Period of one, two,
                three
                or six Months or any other period agreed between the Borrower (or
                the
                Company) and the Facility Agent (acting on the instructions of the
                Majority Lenders if such period is less than six Months or acting
                on the
                instructions of all the Lenders if such period is more than six Months).
                In addition a Borrower (or the Company on its behalf) may select
                an
                Interest Period of:

            


    

     

    
      	 	
              (i)

            	
              a
                period necessary to ensure that the Loans under the Facility are
                to be
                redenominated in accordance with Clause 6.2
                (Redenomination)
                have an interest period ending on the Redenomination Date for the
                Facility; or

            


    

     

    
      	 	
              (ii)

            	
              a
                period necessary to ensure that the last day of the relevant Interest
                Period matches any relevant payments under the Hedging
                Agreements.

            


    

     

    
      	
              (e)

            	
              Each
                Interest Period for a Loan shall start on the Utilisation Date or
                (if
                already made) on the last day of its preceding Interest
                Period.

            


    

     

    
      	
              (f)

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

            


    

     

    
      	
              (g)

            	
              Prior
                to the Syndication Date, Interest Periods shall be one Month or such
                other
                period as the Facility Agent and the Company may agree and any Interest
                Period which would otherwise end during the Month preceding or extend
                beyond the Syndication Date shall end on the Syndication
                Date.

            


    

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    
      	
              12.2

            	
              Non-Business
                Days

            


    

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

     

    
      	
              12.3

            	
              Consolidation
                and division of Loans

            


    

    
      	
              (a)

            	
              Subject
                to paragraph (b) below, if two or more Interest
                Periods:

            


    

     

    
      	 	
              (i)

            	
              end
                on the same date; and

            


    

     

    
      	 	
              (ii)

            	
              are
                made to the same Borrower,

            


    

     

    those
      Loans will, unless that Borrower (or the Company
      on its behalf) specifies to the contrary in the Selection Notice for the next
      Interest Period, be consolidated into, and treated as, a single Loan on the
      last
      day of the Interest Period.

     

    
      	
              (b)

            	
              Subject
                to Clause 4.3
                (Maximum
                number of Utilisations),
                and Clause 5.3
                (Currency
                and amount)
                if a Borrower (or the Company on its behalf) requests in a Selection
                Notice that a Loan be divided into two or more Loans, that Loan will,
                on
                the last day of its Interest Period, be so divided with Base Currency
                Amounts specified in that Selection Notice, having an aggregate Base
                Currency Amount equal to the Base Currency Amount of the Loan immediately
                before its division.

            


    

     

    
      	
              13.

            	
              
                CHANGES
                  TO THE CALCULATION OF
                  INTEREST

              

            


    

     

    
      	
              13.1

            	
              Absence
                of quotations

            


    

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

     

    
      	
              13.2

            	
              Market
                disruption

            


    

    
      	
              (a)

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

            


    

     

    
      	 	
              (i)

            	
              the
                Cash
                Margin;

            


    

     

    
      	 	
              (ii)

            	
              the
                rate notified to the Facility Agent by that Lender as soon as practicable
                and in any event before interest is due to be paid in respect of
                that
                Interest Period, to be that which expresses as a percentage rate
                per annum
                the cost to that Lender of funding its participation in that 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 Facility Agent to determine LIBOR or, if
                applicable, EURIBOR for the relevant currency and Interest Period;
                or

            


    

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              before
                close of business in London on the Quotation Day for the relevant
                Interest
                Period, the Facility Agent receives notifications from a Lender or
                Lenders
                (whose participations in a Loan exceed 50 per cent. of that Loan)
                that the
                cost to it of obtaining matching deposits in the Relevant Interbank
                Market
                would be in excess of LIBOR or, if applicable,
                EURIBOR.

            


    

     

    
      	
              13.3

            	
              Alternative
                basis of interest or
                funding

            


    

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              13.4

            	
              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
                Facility Agent, provide a certificate confirming the amount of its
                Break
                Costs for any Interest Period in which they
                accrue.

            


    

     

    
      	
              14.

            	
              FEES

            


    

     

    
      	
              14.1

            	
              Commitment
                fee

            


    

    
      	
              (a)

            	
              The
                Company shall pay to the Facility Agent (for the account of each
                Lender) a
                fee in the Base Currency computed at the rate of
                0.50 per cent. per annum on that Lender's Available Commitment under
                the
                Facility from the earlier of Closing and the date falling 30 days
                after the date of this Agreement until the end of the Availability
                Period.
                

            


    

     

    
      	(b)	
              The
                accrued commitment fee is payable quarterly in arrear on the last
                day of
                each successive period of three Months which ends during the relevant
                Availability Period, on the last day of the relevant Availability
                Period
                and on the cancelled amount of the relevant Lender's Commitment at
                the
                time the cancellation is effective provided
                that no
                fee shall become payable prior to the Scheme
                Date.

            


    

     

    
      	
              14.2

            	
              Arrangement
                fee

            


    

    Subject
      to a Utilisation being made under this Agreement, the Company shall pay to
      the
      Arranger an arrangement fee in the amount and at the times agreed in a Fee
      Letter.

     

    
      	
              14.3

            	
              Agency
                fee

            


    

    Subject
      to a Utilisation being made under this Agreement, the Company shall pay to
      the
      Facility Agent (for its own account) an agency fee in the amount and at the
      times agreed in a Fee Letter.

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    SECTION
      6

     

    ADDITIONAL
      PAYMENT OBLIGATIONS

     

    
      	
              15.

            	
              
                TAX
                  GROSS-UP AND
                  INDEMNITIES

              

            


    

     

    
      	
              15.1

            	
              Definitions

            


    

    
      	
              (a)

            	
              In
                this Agreement:

            


    

     

    "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)

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

            


    

     

    
      	 	
              (A)

            	
              a
                Lender:

            


    

     

    
      	
            	(1)	
              which
                is a bank (as defined for the purpose of section 879 of ITA) 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 879 of ITA) 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;

     

    
      	 	
              (B)

            	
              a
                Lender which is:

            


    

     

    
      	
            	(1)	
              a
                company resident in the United Kingdom for United Kingdom tax
                purposes;

            


    

     

    
      	
            	(2)	
              a
                partnership each member of which
                is:

            


    

     

    
      	 	
              (b)

            	
              a
                company so resident in the United Kingdom;
                or

            


    

     

    
      	 	
              (c)

            	
              a
                company not so resident in the United Kingdom which carries on a
                trade in
                the United Kingdom through a permanent establishment and which brings
                into
                account in computing its chargeable profits (for the purposes of
                section
                11(2) of the Taxes Act) the whole of any share of interest payable
                in
                respect of that advance that falls to it by reason of sections 114
                and 115
                of the
                Taxes Act; or

            


    

     

    
      	
            	(3)	
              a
                company not so resident in the United Kingdom which carries on a
                trade in
                the United Kingdom through a permanent establishment and which brings
                into
                account interest payable in respect of that advance in computing
                the
                chargeable profits (for the purposes of section 11(2) of the Taxes
                Act) of
                that company; or

            


    

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (C)

            	
              a
                Treaty Lender; or

            


    

     

    
      	 	
              (D)

            	
              a
                Lender which is a building society (as defined for the purposes of
                section
                880 of ITA) making an advance under a Finance
                Document.

            


    

     

    
      	 	
              (ii)

            	
              in
                relation to a U.S. Obligor, a Lender
                which:

            


    

     

    
      	 	
              (A)

            	
              is
                a US Person; or

            


    

     

    
      	 	
              (B)

            	
              is
                not a US Person but is entitled to complete exemption from withholding
                of
                US federal income tax on interest payable to it in respect of a
                Loan
                (in each case under this paragraph (ii), a "US
                Qualifying Lender").

            


    

     

    
      	 	
              (iii)

            	
              in
                relation to an Obligor incorporated in any other jurisdiction, any
                Lender.

            


    

     

    "Tax
      Confirmation"
      means a
      confirmation by a Lender that the person beneficially entitled to interest
      payable to that Lender in respect of an advance under a Finance Document is
      either:

     

    
      	 	
              (i)

            	
              a
                company resident in the United Kingdom for United Kingdom tax
                purposes;

            


    

     

    
      	 	
              (ii)

            	
              a
                partnership each member of which
                is:

            


    

     

    
      	
            	(1)	
              a
                company so resident in the United Kingdom;
                or

            


    

     

    
      	
            	(2)	
              a
                company not so resident in the United Kingdom which carries on a
                trade in
                the United Kingdom through a permanent establishment and which brings
                into
                account in computing its chargeable profits (for the purposes of
                section
                11(2) of the Taxes Act) the whole of any share of interest payable
                in
                respect of that advance that falls to it by reason of sections 114
                and 115
                of the Taxes Act; or

            


    

     

    
      	 	
              (iii)

            	
              a
                company not so resident in the United Kingdom which carries on a
                trade in
                the United Kingdom through a permanent establishment and which brings
                into
                account interest payable in respect of that advance in computing
                the
                chargeable profits (for the purposes of section 11(2) of the Taxes
                Act) of
                that company.

            


    

     

    "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.

     

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

     

    "Treaty
      Lender"
      means a
      Lender (other than a US Qualifying Lender) which:

     

    
      	 	
              (i)

            	
              is
                treated as a resident of a Treaty State for the purposes of the relevant
                Treaty;

            


    

     

    
      	 	
              (ii)

            	
              does
                not carry on a business in the jurisdiction of incorporation of the
                respective Obligor
                through a permanent establishment with which that Lender's participation
                in the Loan is effectively connected;
                and

            


    

     

    
      	 	
              (iii)

            	
              fulfils
                any other conditions which must be fulfilled under the relevant Treaty
                by
                residents of that Treaty State for such residents to obtain exemption
                from
                taxation levied by the United Kingdom on interest, subject to completion
                of procedural formalities.

            


    

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    "Treaty
      State"
      means a
      jurisdiction having a double taxation agreement (a "Treaty")
      with
      the United Kingdom which makes provision for full exemption from tax imposed
      by
      the United Kingdom on interest.

     

    "UK
      Non-Bank Lender"
      means a
      Lender which gives a Tax Confirmation in the Transfer Certificate and Lender
      Accession Undertaking which it executes on becoming a Party

     

    Unless
      a
      contrary indication appears, in this Clause 15
      a
      reference to "determines"
      or
      "determined"
      means a
      determination made in the absolute discretion of the person making the
      determination.

     

    
      	
              15.2

            	
              Tax
                gross-up

            


    

    
      	
              (a)

            	
              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 Facility Agent accordingly. Similarly, a Lender
                shall notify the Facility Agent on becoming so aware in respect of
                a
                payment payable to that Lender. If the Facility Agent receives such
                notification from a Lender it shall promptly 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 an interest payment, if on the date
                on which
                the payment falls due:

            


    

     

    
      	 	
              (i)

            	
              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
                Treaty,
                or any published practice or concession of any relevant taxing authority;
                or

            


    

     

    
      	 	
              (ii)

            	 


    

     

    
      	 	
              (A)

            	
              the
                relevant Lender is a Qualifying Lender
                solely under sub-paragraph (i)(B) of the definition of Qualifying
                Lender;

            


    

     

    
      	 	
              (B)

            	
              an
                officer of HM Revenue & Customs has given (and not revoked) a
                direction (a "Direction")
                under section 931 of ITA (as that provision has effect on the date
                on
                which the relevant Lender became a Party) which relates to that payment
                and that Lender has received from that Obligor or the Company a certified
                copy of that Direction; and

            


    

     

    
      	 	
              (C)

            	
              the
                payment could have been made to the Lender without any Tax Deduction
                in
                the absence of that Direction; or

            


    

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              the
                relevant Lender is a Qualifying Lender solely under
                sub-paragraph (i)(B) of the definition of Qualifying Lender and it
                has not, other than by reason of any change after the date of this
                Agreement in (or in the interpretation, administration, or application
                of)
                any law, or any published practice or concession of any relevant
                taxing
                authority, given a Tax Confirmation to the Company;
                or

            


    

     

    
      	 	
              (iv)

            	
              the
                Tax Deduction would not have been required if the Lender had complied
                with
                its obligations under paragraph (m) below;
                or

            


    

     

    
      	 	
              (v)

            	
              the
                relevant Lender is a Treaty Lender with respect to the United Kingdom
                and
                the relevant Obligor has not received a direction (other than of
                a
                provisional nature) from HM Revenue & Customs entitling it to make
                interest payments to that Treaty Lender without a Tax Deduction with
                respect to Tax imposed by the United Kingdom on interest and which
                direction remains in full force and
                effect.

            


    

     

    
      	
              (e)

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

            


    

     

    
      	
              (f)

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

            


    

     

    
      	
              (g)

            	
              A
                Treaty Lender and each Obligor which makes a payment to which that
                Treaty
                Lender is entitled shall co-operate in completing any procedural
                formalities necessary for that Obligor to obtain authorisation to
                make
                that payment without a Tax Deduction (including the filing by the
                Treaty
                Lender of any relevant tax forms).

            


    

     

    
      	
              (h)

            	
              A
                UK Non-Bank Lender which becomes a Party on the day on which this
                Agreement is entered into gives a Tax Confirmation to the Company
                by
                entering into this Agreement.

            


    

     

    
      	
              (i)

            	
              A
                UK Non-Bank Lender shall promptly notify the Company and the Facility
                Agent if there is any change in the position from that set out in
                the Tax
                Confirmation.

            


    

     

    
      	
              (j)

            	
              If
                a Tax Deduction on account of US federal withholding tax is required
                by
                law to be made by a US Borrower, or by any Obligor on behalf of a
                US
                Borrower, from a payment of interest to a Lender on a Loan to that
                US
                Borrower, paragraph (c) above shall apply only if that Lender has
                complied
                with its obligations under paragraph (k) below
                and:

            


    

     

    
      	 	
              (i)

            	
              was
                a US Qualifying Lender on the date it first became a Lender;
                and

            


    

     

    
      	 	
              (ii)

            	
              is
                a US Qualifying Lender on the date the payment falls due, or has
                ceased to
                be a US Qualifying Lender because of a change after the date it first
                became a Lender in any law or double taxation agreement or official
                interpretation, administration or application thereof.
                

            


    

     

    
      	
              (k)

            	
              Each
                US Qualifying Lender shall submit to each US Borrower, promptly after
                receipt of any written request to do so, two duly completed and signed
                copies of the relevant Withholding Form. However, no Lender shall
                be
                required to submit any Withholding Form if that Lender is not allowed
                validly to do so.

            


    

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    
      	
              15.3

            	
              Tax
                indemnity

            


    

    
      	
              (a)

            	
              Each
                Obligor
                shall (within three Business Days of demand by the Facility 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 15.2
                (Tax
                gross-up);
                or

            


    

     

    
      	 	
              (B)

            	
              would
                have been compensated for by an increased payment under Clause
                15.2
                (Tax
                gross-up)
                but was not so compensated solely because one of the exclusions in
                paragraph (d) or (j) of Clause 15.2
                (Tax
                gross-up)
                applied.

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              (d)

            	
              A
                Protected Party shall, on receiving a payment from an Obligor under
                this
                Clause 15.3,
                notify the Facility Agent.

            


    

     

    
      	
              15.4

            	
              Tax
                Credit

            


    

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

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

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

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    
      	
              15.5

            	
              Lender
                Status Confirmation

            


    

    Each
      Lender which becomes a Party to this Agreement after
      the
      date of this Agreement in respect of a Loan to a Borrower incorporated in the
      United Kingdom shall indicate, in the Transfer Certificate and Lender Accession
      Undertaking which it executes on becoming a Party (or, if it becomes a Lender
      pursuant to an assignment, in a written notice delivered to the Company), which
      of the following categories it falls in:

     

    
      	 	
              (a)

            	
              a
                Qualifying Lender (other than a Treaty Lender);
                or

            


    

     

    
      	 	
              (b)

            	
              a
                Treaty Lender.

            


    

     

    If
      a New
      Lender fails to indicate its status in accordance with this
      Clause 15.5
      then
      such New Lender shall be treated for the purposes of this Agreement as if it
      is
      not a Qualifying Lender until such time as it notifies the Facility Agent which
      category applies (and the Facility Agent, upon receipt of such notification,
      shall inform the Company).

     

    
      	
              15.6

            	
              Stamp
                taxes

            


    

    The
      Company
      shall pay and, within three Business Days of demand, indemnify each Secured
      Party and Arranger against any cost, loss or liability that Secured Party or
      Arranger incurs in relation to all stamp duty, registration and other similar
      Taxes payable in respect of any Finance Document provided
      that
      this
      Clause 15.6
      shall
      not apply in respect of any stamp duty, registration or other similar Taxes
      which are payable in respect of an assignment, transfer or other alienation
      of
      any kind by a Lender of any of its rights and/or obligations under a Finance
      Document.

     

    
      	
              15.7

            	
              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 neither it nor any other member of any
                group of
                which it is a member for VAT purposes is entitled to credit or repayment
                from the relevant tax authority in respect of the
                VAT.

            


    

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

     

    
      	
              16.

            	
              
                INCREASED
                  COSTS

              

            


    

     

    
      	
              16.1

            	
              Increased
                costs

            


    

    
      	
              (a)

            	
              Subject
                to Clause 16.3
                (Exceptions)
                the Company shall, within three Business Days of a demand by the
                Facility
                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,
                other
                than, in each case, any costs incurred in connection with the
                implementation of, or compliance with, the Basel Capital Accord
                ("Basel
                II")
                or any laws or regulations relating thereto in force as at the date
                of
                this Agreement.

            


    

     

    
      	
              (b)

            	
              In
                this Agreement "Increased
                Costs"
                means:

            


    

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

            	
              an
                additional or increased cost; or

            


    

     

    
      	 	
              (iii)

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

            


    

     

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

     

    Each
      Borrower shall, promptly upon demand by a Lender, pay to such Lender the amount
      of any Regulation D Costs actually incurred by such Lender in respect of its
      participation in any Loan made to such Borrower (or deposits maintained by
      such
      Lender to fund that participation).

     

    
      	
              16.2

            	
              Increased
                cost claims

            


    

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

            	
              Each
                Borrower shall, promptly upon demand by a Lender pay to such Lender
                the
                amount of any Regulation D Costs actually incurred by such Lender
                in
                respect of its participation in any Loan made to such Borrower (or
                deposits maintained by such Lender to fund that
                participation).

            


    

     

    
      	
              16.3

            	
              Exceptions

            


    

    
      	
              (a)

            	
              Clause
                16.1
                (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 15.3
                (Tax
                indemnity)
                (or would have been compensated for under Clause 15.3
                (Tax
                indemnity)
                but was not so compensated solely because any of the exclusions in
                paragraph (b) of Clause 15.3
                (Tax
                indemnity)
                applied);

            


    

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              compensated
                for by the payment of the Mandatory Cost;
                or

            


    

     

    
      	 	
              (iv)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              17.

            	
              
                OTHER
                  INDEMNITIES

              

            


    

     

    
      	
              17.1

            	
              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;
                or

            


    

     

    
      	 	
              (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 the Arranger
      and each
      other Secured Party to whom that Sum is due against any cost, loss or liability
      arising out of or as a result of the conversion including any discrepancy
      between (A) the rate of exchange used to convert that Sum from the First
      Currency into the Second Currency and (B) the rate or rates of exchange
      available to that person at the time of its receipt of that Sum.

     

    
      	
              (b)

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

            


    

     

    
      	
              17.2

            	
              Other
                indemnities

            


    

    The
      Company shall (or shall procure that an Obligor will), within three Business
      Days of demand, indemnify the Arranger and each other Secured Party against
      any
      cost, loss or liability incurred by it as a result of:

     

    
      	 	
              (a)

            	
              the
                occurrence of any Event of Default
                including, without limitation, any broken funding costs resulting
                from an
                Event of Default under Clause 25.18 (Scheme
                not effective)
                which shall be net of any interest accrued on the Lender Blocked
                Account
                to and received by the Facility Agent on behalf of the
                Lenders;

            


    

     

    
      	 	
              (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 30
                (Sharing
                among the Finance Parties);

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

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

            


    

     

    provided
      that, with effect from Closing, such indemnities shall include any such cost,
      loss or liability incurred prior to Closing with respect to any breaches of
      (or
      liabilities due under) the equivalent provisions of the Indemnity
      Letter.

     

    
      	
              17.3

            	
              Indemnity
                to the Facility Agent

            


    

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

     

    
      	 	
              (a)

            	
              investigating
                any event which it reasonably believes is a
                Default;

            


    

     

    
      	 	
              (b)

            	
              entering
                into or performing any foreign exchange contract for the purposes
                of
                paragraph (b) of Clause 31.9
                (Change
                of currency);
                or

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	
              18.

            	
              
                MITIGATION
                  BY THE
                  LENDERS

              

            


    

     

    
      	
              18.1

            	
              Mitigation

            


    

    
      	
              (a)

            	
              Each
                Finance Party shall, in consultation with the 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 15
                (Tax
                Gross-Up and Indemnities)
                or Clause 16
                (Increased
                Costs)
                or 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.

            


    

     

    
      	
              18.2

            	
              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 18.1
                (Mitigation).

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              19.

            	
              
                COSTS
                  AND
                  EXPENSES

              

            


    

     

    
      	
              19.1

            	
              Transaction
                expenses

            


    

    Subject
      to the
      relevant agreed caps, the Company shall, in respect of amounts incurred up
      to
      the Scheme Date, on the Scheme Date and in respect of any other amounts, within
      20 Business Days of demand provided
      that such
      demand shall be accompanied by reasonable details of, amongst others, hours
      worked, individuals involved and work done) pay the Facility Agent, the Arranger
      and the Security Agent the amount of all reasonable costs and expenses
      (including legal fees) incurred by any of them (and, in the case of the Security
      Agent, by any Receiver or Delegate) in connection with the negotiation,
      preparation, perfection and syndication of:

     

    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              the
                Finance Documents and any other documents referred to in this Agreement
                and the Transaction Security; and

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	
              19.2

            	
              Amendment
                costs

            


    

    If
      (a) an
      Obligor requests an amendment, waiver or consent or (b) an amendment is required
      pursuant to Clause 31.9
      (Change
      of currency),
      the
      Company shall, within three Business Days of demand, reimburse each of the
      Facility Agent and the Security Agent for the amount of all reasonable costs
      and
      expenses (including agreed legal fees) incurred by the Facility Agent and the
      Security Agent (and, in the case of the Security Agent, by any Receiver or
      Delegate) in responding to, evaluating, negotiating or complying with that
      request or requirement.

     

    
      	
              19.3

            	
              Enforcement
                and preservation costs

            


    

    The
      Company shall, within three Business Days of demand, pay to the Arranger and
      each other Secured Party the amount of all costs and expenses (including legal
      fees) incurred by it in connection with the enforcement of or, after a Declared
      Default, the preservation of any rights under any Finance Document and the
      Transaction Security and any proceedings instituted by or against the
Security
      Agent as a consequence of taking or holding the Transaction Security or
      enforcing these rights.

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    

     

    SECTION
      7

     

    GUARANTEE

     

    
      	
              20.

            	
              
                GUARANTEE
                  AND
                  INDEMNITY

              

            


    

     

    
      	
              20.1

            	
              Guarantee
                and indemnity

            


    

    Each
      Guarantor irrevocably and unconditionally jointly and severally:

     

    
      	 	
              (a)

            	
              guarantees
                as primary obligor and not merely as surety to each Finance Party
                punctual
                performance by each other Obligor of all that Obligor's obligations
                under
                the Finance Documents;

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	
              20.2

            	
              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
      or any
      increase of the Commitments, and this guarantee constitutes a guarantee of
      payment and not of collection.

     

    
      	
              20.3

            	
              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 each Obligor, as if the payment, discharge,
                avoidance or reduction had not
                occurred.

            


    

     

    
      	
              20.4

            	
              Waiver
                of defences

            


    

    The
      obligations of each Guarantor under this Clause 20
      will not
      be affected by an act, omission, matter or thing which, but for this Clause
      20,
      would
      reduce, release or prejudice any of its obligations under this Clause
20
      (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;

            


    

     

    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (d)

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

            


    

     

    
      	 	
              (e)

            	
              any
                amendment, novation, supplement, extension, restatement (however
                fundamental and whether or not more onerous) or replacement of a
                Finance
                Document or any other document or security including without limitation
                any change in the purpose of, any extension of or any increase in
                any
                facility or the addition of any new facility under a Finance Document
                or
                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.

            


    

     

    
      	
              20.5

            	
              Immediate
                recourse

            


    

    Each
      Guarantor waives any right it may have of first requiring any Finance Party
      (or
      any trustee or agent on its behalf) to proceed against or enforce any other
      rights or security or claim payment from any person before claiming from that
      Guarantor under this Clause 20.
      This
      waiver applies irrespective of any law or any provision of a Finance Document to
      the contrary.

     

    
      	
              20.6

            	
              Appropriations

            


    

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

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              hold
                in an interest-bearing suspense account any money received from any
                Guarantor or on account of any Guarantor's liability under this Clause
                20.

            


    

     

    
      	
              20.7

            	
              Deferral
                of Guarantors' rights

            


    

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

     

    
      	 	
              (a)

            	
              to
                be indemnified by an Obligor;

            


    

     

    
      	 	
              (b)

            	
              to
                claim any contribution from any other guarantor of any Obligor's
                obligations under the Finance Documents;
                and/or

            


    

     

    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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.

            


    

     

    
      	
              20.8

            	
              Release
                of Guarantors' right of
                contribution

            


    

    If
      any
      Guarantor (a "Retiring
      Guarantor")
      ceases
      to be a Guarantor in accordance with the terms of the Finance Documents for
      the
      purpose of any sale or other disposal of that Retiring Guarantor then on the
      date such Retiring Guarantor ceases to be a Guarantor:

     

    
      	 	
              (a)

            	
              that
                Retiring Guarantor is released by each other Guarantor from any liability
                (whether past, present or future and whether actual or contingent)
                to make
                a contribution to any other Guarantor arising by reason of the performance
                by any other Guarantor of its obligations under the Finance Documents;
                and

            


    

     

    
      	 	
              (b)

            	
              each
                other Guarantor waives any rights it may have by reason of the performance
                of its obligations under the Finance Documents 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 any Finance Document or of any
                other
                security taken pursuant to, or in connection with, any Finance Document
                where such rights or security are granted by or in relation to the
                assets
                of the Retiring Guarantor.

            


    

     

    
      	
              20.9

            	
              Additional
                security

            


    

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

     

    
      	
              20.10

            	
              Guarantee
                Limitations - Netherlands

            


    

    The
      obligations and liabilities of any Dutch Guarantor
      under its guarantee hereunder do not apply to any liability to the extent it
      would result in that guarantee constituting unlawful financial assistance within
      the meaning of the Dutch Civil Code.

     

    
      	
              20.11

            	
              Guarantee
                Limitations - Sweden

            


    

    The
      guarantee made by a Guarantor incorporated in Sweden in respect of obligations
      owed by members of the Group that are not Subsidiaries to such Guarantor shall
      be limited if (and only if) and to the extent required by an application of
      the
      provisions of the Companies Act (Aktiebolagslagen)
      regulating distribution of assets (including profits and dividends and any
      other
      form of transfer of value (värdeöverföring)
      within
      the meaning of the Companies Act) and it is understood that the liability of
      such Guarantor under this Clause 20
      in
      respect of such obligations only applies to the extent permitted by the above
      mentioned provisions of the Companies Act.

     

    
      	
              20.12

            	
              Guarantee
                Limitations - United
                States

            


    

    
      	 	
              (a)

            	
              Each
                US Guarantor acknowledges that it will receive valuable direct or
                indirect
                benefits as a result of the transactions financed by the Finance
                Documents.

            


    

     

    
      	 	
              (b)

            	
              Assuming
                that paragraph (b) is enforceable against each Finance Party, each
                US
                Guarantor represents, warrants and agrees
                that:

            


    

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              the
                aggregate amount of its debts and liabilities, subordinated, contingent
                or
                otherwise, is not greater than the aggregate value (being the lesser
                of
                fair valuation and present fair saleable value) of its
                assets;

            


    

     

    
      	 	
              (ii)

            	
              its
                capital is not unreasonably small to carry on its business as it
                is being
                conducted;

            


    

     

    
      	 	
              (iii)

            	
              it
                has not incurred and does not intend to incur debts beyond its ability
                to
                pay as they mature; and

            


    

     

    
      	 	
              (iv)

            	
              it
                has not made a transfer or incurred any obligation under any Finance
                Document with the intent to hinder, delay or defraud any of its present
                or
                future creditors.

            


    

     

    
      	 	
              (c)

            	
              Notwithstanding
                anything to the contrary contained herein or in any other Finance
                Document, each Finance Party agrees that the maximum liability of
                each US
                Guarantor under this Clause 20 shall in no event exceed an amount
                equal to
                the greatest amount that would not render such US Guarantor's obligations
                hereunder and under the other Finance Documents subject to avoidance
                under
                US Bankruptcy Law or to being set aside, avoided or annulled under
                any
                Fraudulent Transfer Law, in each case after giving effect (i) to
                all other
                liabilities of such US Guarantor, contingent or otherwise, that are
                relevant under such Fraudulent Transfer Law (specifically excluding,
                however, any liabilities of such US Guarantor in respect of intercompany
                indebtedness to any Borrower to the extent that such Indebtedness
                would be
                discharged in an amount equal to the amount paid by such US Guarantor
                hereunder) and (ii) to the value as assets of such US Guarantor (as
                determined under the applicable provisions of such Fraudulent Transfer
                Law) of any rights to subrogation, contribution, reimbursement, indemnity
                or similar rights held by such US Guarantor pursuant to (A) applicable
                law, or (B) any other agreement providing for an equitable allocation
                among such US Guarantor and the Borrowers and other Guarantors of
                obligations arising under this Agreement or other guarantees of such
                obligations by such parties.

            


    

     

    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    

     

    SECTION
      8

     

    REPRESENTATIONS,
      UNDERTAKINGS AND EVENTS OF DEFAULT

     

    
      	
              21.

            	
              
                REPRESENTATIONS

              

            


    

     

    
      	
              21.1

            	
              General

            


    

    
      	
              (a)

            	
              The
                Parent (with effect from the date it becomes an Obligor) and each
                other
                Obligor (unless otherwise stated below) makes the representations
                and
                warranties set out in this Clause 21
                on
                the dates set out in Clause 21.24 (Times
                when representations are made)
                to each Finance Party.

            


    

     

    
      	
              (b)

            	
              The
                representations and warranties set out in this Clause 21
                are made with reference to the circumstances existing at that
                time.

            


    

     

    Status,
      authorisations and governing law

     

    
      	
              21.2

            	
              Status

            


    

    
      	
              (a)

            	
              It
                and each of its Subsidiaries (which is a Material Company) is a limited
                liability corporation, duly incorporated and validly existing under
                the
                law of its jurisdiction of
                incorporation.

            


    

     

    
      	
              (b)

            	
              It
                and each of its Subsidiaries (which is a Material Company) has the
                power
                to own its assets and carry on its business as it is being
                conducted.

            


    

     

    
      	
              21.3

            	
              Binding
                obligations

            


    

    Subject
      to the Reservations and, in the case of paragraph (b), the Perfection
      Requirements:

     

    
      	
              (a)

            	
              the
                obligations expressed to be assumed by it in each Transaction Document
                to
                which it is a party are legal, valid, binding and enforceable obligations,
                and

            


    

     

    
      	
              (b)

            	
              (without
                limiting the generality of paragraph (a) above), each Transaction
                Security
                Document to which it is a party creates the security interests which
                that
                Transaction Security Document purports to create fully perfected
                and those
                security interests are valid and effective in all material
                respects.

            


    

     

    
      	
              21.4

            	
              Non-conflict
                with other obligations

            


    

    The
      entry
      into and performance by it of, and the transactions contemplated by, the
      Transaction Documents and the granting of the Transaction Security do not and
      will not contravene:

     

    
      	 	
              (a)

            	
              any
                law or regulation applicable to it in any material
                respect;

            


    

     

    
      	 	
              (b)

            	
              its
                constitutional documents; or

            


    

     

    
      	 	
              (c)

            	
              any
                agreement or instrument binding upon it to an extent which has a
                Material
                Adverse Effect.

            


    

     

    
      	
              21.5

            	
              Power
                and authority

            


    

    
      	
              (a)

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

            


    

     

    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              No
                limit on its powers will be exceeded as a result of the borrowing,
                grant
                of security or giving of guarantees or indemnities contemplated by
                the
                Transaction Documents to which it is a
                party.

            


    

     

    
      	
              21.6

            	
              No
                filing or stamp taxes

            


    

    Subject
      to the Reservations, under the law of its Relevant Jurisdictions it is not
      necessary that the Finance Documents be filed, recorded or enrolled with any
      court or other authority in that jurisdiction or that any stamp, registration,
      notarial or similar taxes or fees be paid on or in relation to the Finance
      Documents or the transactions contemplated by the Finance Documents, save in
      each case for complying with any applicable Perfection
      Requirements.

     

    
      	
              21.7

            	
              Validity
                and admissibility in
                evidence

            


    

    
      	
              (a)

            	
              Subject
                to the Reservations and the Perfection Requirements, all Authorisations
                required:

            


    

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

            	
              to
                make the Transaction Documents to which it is a party admissible
                in
                evidence in its Relevant
                Jurisdictions,

            


    

     

    have
      been
      obtained or effected (or will be obtained or effected prior to
      Closing
      or, if
      later, the date it enters into that Transaction Document) and are (or will
      be)
      in full force and effect.

     

    
      	
              (b)

            	
              All
                Authorisations necessary for the conduct of the business, trade and
                ordinary activities of members of the Group have been obtained or
                effected
                and are in full force and effect if failure to obtain or effect those
                Authorisations has a Material Adverse
                Effect.

            


    

     

    
      	
              21.8

            	
              Governing
                law and enforcement

            


    

    
      	
              (a)

            	
              Subject
                to the Reservations, the choice of law by which a Finance Document
                (to
                which it is a party) is expressed to be governed will be recognised
                and
                enforced in its Relevant
                Jurisdictions.

            


    

     

    
      	
              (b)

            	
              Subject
                to the Reservations, any judgment obtained from a court expressed
                to have
                jurisdiction in relation to a Finance Document to which it is a party
                will
                be recognised and enforced in its Relevant
                Jurisdictions.

            


    

     

    No
      default or tax liability

     

    
      	
              21.9

            	
              No
                default

            


    

    
      	
              (a)

            	
              No
                Default is continuing under any Finance
                Document.

            


    

     

    
      	
              (b)

            	
              No
                other event or circumstance is outstanding which constitutes (or,
                with the
                expiry of a grace period, the giving of notice, the making of any
                determination or any combination of any of the foregoing, would
                constitute) a default or termination event (however described) under
                any
                other agreement or instrument which is binding on it or any of its
                Subsidiaries or to which its (or any of its Subsidiaries') assets
                are
                subject which has a Material Adverse
                Effect.

            


    

     

    
      	
              21.10

            	
              Taxation

            


    

    It
      is not
      (and none of its Subsidiaries being a Material Company is) overdue (taking
      into
      account any extension or grace period) in the filing of any Tax returns to
      an
      extent which has, or would have, a Material Adverse Effect. 

     

    Provision
      of information - general

     

    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

    

     

    
      	
              21.11

            	
              No
                misleading information

            


    

    
      	
              (a)

            	
              Any
                factual information contained in the Information Memorandum and the
                Reports taken as a whole was true and accurate in all material respects
                as
                at its date or (as the case may be) as at the date the information
                is
                expressed to be given, and all expressions of opinion or intention
                attributed to the Parent in the Information Memorandum were made
                after
                careful consideration and were at the time made, in the opinion of
                the
                Parent, based on reasonable
                grounds.

            


    

     

    
      	
              (b)

            	
              The
                financial projections contained in the Base Case Model were prepared
                on
                the basis of recent historical information at that time and on the
                basis
                of assumptions that in the opinion of the Parent, were reasonable
                at the
                time they were made and have been prepared in accordance with the
                Accounting Principles.

            


    

     

    
      	
              (c)

            	
              At
                the time they were prepared, no event or circumstance had occurred
                or
                arisen and no information had been omitted from the Information Memorandum
                and the Reports and no information had been withheld that resulted
                in the
                information, forecasts or projections then contained in the Information
                Memorandum or the Reports taken as a whole being untrue or misleading
                in
                any material respect as at their stated
                date.

            


    

     

    The
      representations and warranties made with respect to the Information Memorandum,
      the Base Case Model and the Reports above are made by the Company
      and the Parent only and only so far as each is aware after making due and
      careful enquiries.

     

    
      	
              21.12

            	
              Financial
                Statements

            


    

    
      	
              (a)

            	
              The
                Original Financial Statements were prepared in accordance with the
                Accounting Principles consistently applied unless expressly disclosed
                to
                the Facility Agent in writing to the contrary or disclosed in the
                Financial and Tax Report.

            


    

     

    
      	
              (b)

            	
              The
                financial statements most recently delivered pursuant to Clause
                22.1
                (Financial
                statements):

            


    

     

    
      	 	
              (i)

            	
              have
                been prepared in accordance with the Accounting Principles as applicable
                at the date of such financial statements;
                and

            


    

     

    
      	 	
              (ii)

            	
              give
                a true and fair view of (if audited) or (if unaudited) fairly present
                in
                all material respects (having regard to the fact that financial statements
                which are not audited are prepared for management purposes) the
                consolidated financial condition and consolidated results of operations
                for the Group for the period to which they relate (to the extent
                appropriate for management
                accounts).

            


    

     

    
      	
              21.13

            	
              Group
                Structure Chart

            


    

    The
      Group
      Structure Chart shows, with respect to the Group
      as it
      will be immediately after the Scheme Date, all material members of the Group
      and
      contains a description of the corporate structure of the Group which is true,
      accurate and complete in all material respects.

     

    
      	
              21.14

            	
              Scheme
                Documents and other
                documents

            


    

    
      	
              (a)

            	
              The
                Scheme Documents contain all the material terms of the
                Scheme.

            


    

     

    
      	
              (b)

            	
              The
                Stockholders Agreement, the Master Intercompany Agreement, the
                Implementation Agreement, the Management Investment Agreement, the
                constitutional documents of the Parent, the Intercreditor Agreement
                and
                the Vendor Documents (in each case, as amended to the extent permitted
                under this Agreement and the Intercreditor Agreement) contain all
                the
                material terms of all the agreements and arrangements between (in
                the case
                of the Stockholders Agreement, the Master Intercompany Agreement,
                the
                Implementation Agreement, the Management Investment Agreement and
                the
                constitutional documents of the Parent) the Investors and the Parent
                and
                (in each other case) between the Vendor Loan Note Holder, the VLN
                Security
                Trustee and the Parent.

            


    

     

    
      
        
        

      

      
        84

        
          

        

      

      
        
        

      

    

     

    No
      proceedings or breach of laws

     

    
      	
              21.15

            	
              No
                proceedings pending or
                threatened

            


    

    Other
      than as disclosed in the Legal Due Diligence Report, no litigation, arbitration
      or administrative proceedings or investigations of, or before, any court,
      arbitral body or agency which are reasonably likely to be adversely determined
      and, if adversely determined, would have a Material Adverse Effect have been
      started or (to the best of its knowledge or belief) formally threatened in
      writing against it or any of its Subsidiaries.

     

    
      	
              21.16

            	
              No
                breach of laws

            


    

    It
      has
      not (and none of its Subsidiaries has) breached any law or regulation which
      breach would have a Material Adverse Effect.

     

    
      	
              21.17

            	
              Environmental
                laws

            


    

    
      	
              (a)

            	
              Each
                member of the Group is in compliance with Clause 24.3
                (Environmental
                compliance)
                and no circumstances have occurred which would prevent such compliance
                in
                a manner or to an extent which would have a Material Adverse
                Effect.

            


    

     

    
      	
              (b)

            	
              No
                Environmental Claim has been commenced or is threatened against any
                member
                of the Group where that claim would have, if determined against that
                member of the Group, a Material Adverse
                Effect.

            


    

     

    Ownership
      of assets

     

    
      	
              21.18

            	
              Legal
                and beneficial ownership

            


    

    It
      and
      each of its Subsidiaries is the sole legal and beneficial owner of the shares
      over which it purports to grant Transaction Security (save in the case of NDS
      Asia Pacific Limited, NDS Marketing Israel Limited and Castup Israel Limited)
      and, so far as the Parent is aware, after due and careful enquiry, it and each
      of its Subsidiaries is the sole legal and beneficial owner of the material
      tangible assets over which it purports to grant Transaction Security (save
      to
      the extent any supranational authority has co-ownership rights over such
      material tangible assets).

     

    
      	
              21.19

            	
              Intellectual
                Property

            


    

    
      	
              (a)

            	
              It:

            


    

     

    
      	 	
              (i)

            	
              is
                the sole legal and beneficial owner of or has licensed to it all
                the
                Intellectual Property which is material in the context of its business
                and
                which is required by it in order to carry on its business as it is
                being
                conducted if failure to have the same would have a Material Adverse
                Effect; and

            


    

     

    
      	 	
              (ii)

            	
              has
                taken all formal or procedural actions in the jurisdictions in which
                it
                operates (including payment of fees) required to maintain any Intellectual
                Property owned by it save to the extent failure to do so would not
                have a
                Material Adverse Effect.

            


    

     

    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              There
                are no adverse circumstances relating to the validity, subsistence
                or use
                of any of its or its Subsidiaries' Intellectual Property which would
                have
                a Material Adverse Effect.

            


    

     

    Provision
      of information - Group

     

    
      	
              21.20

            	
              Holding
                Companies

            


    

    Except
      for Permitted Holding Company Activity, before Closing, the Company has not
      traded or incurred any liabilities or commitments (actual or contingent, present
      or future).

     

    Miscellaneous

     

    
      	
              21.21

            	
              Centre
                of main interests and
                establishments

            


    

    For
      the
      purposes of the Council of the European Union Regulation No. 1346/2000 in
      Insolvency Proceedings (the "Regulation"),
      it is
      not aware of any material reason to suggest that its centre of main interest
      (as
      that term is used in Article 3(1) of the Regulation) and "establishment" (as
      that term is used in Article 2(h) of the Regulation is not situated in its
      jurisdiction of incorporation.

     

    
      	
              21.22

            	
              Priority
                of ranking

            


    

    Subject
      to the Reservations and Perfection Requirements, ranking is in the priority
      as
      expressed in the Transaction Security Documents and is not subject to any prior
      ranking or pari
      passu
      ranking
      Security other than Permitted Security.

     

    
      	
              21.23

            	
              Title
                to assets

            


    

    It
      and
      each of its subsidiaries has good title to, or valid leases or licences of,
      and
      all appropriate authorisations to use, the assets necessary to carry on its
      business as presently conducted if failure to have the same would have a
      Material Adverse Effect.

     

    
      	
              21.24

            	
              Times
                when representations are
                made

            


    

    
      	
              (a)

            	
              The
                representations and warranties in this Clause 21
                are made by each Original Obligor on the date of this Agreement by
                reference to the facts and circumstances existing on such date
                provided
                that:

            


    

     

    
      	 	
              (i)

            	
              the
                Repeating Representations shall be deemed to be repeated on the date
                of
                each Utilisation Request following the Certain Funds Period, on the
                first
                day of each Interest Period, on the date of this Agreement, on the
                date of
                each Utilisation and together with the representation and warranty
                set out
                in Clause 21.18
                (Legal
                and beneficial ownership)
                on the date of the accession of each Additional Obligor in respect
                of
                itself only;

            


    

     

    
      	 	
              (ii)

            	
              the
                Certain Funds Representations shall be deemed to be repeated on Closing
                and on the date of each Utilisation Request during the Certain Funds
                Period and on the date of each Utilisation during the Certain Funds
                Period;

            


    

     

    
      	 	
              (iii)

            	
              the
                representations and warranties set out in Clause 21.11
                (No
                misleading information)
                shall be deemed to be repeated:

            


    

     

    
      	 	
              (A)

            	
              by
                the Company;

            


    

     

    
      	 	
              (A)

            	
              on
                the date of the issue of the Information Memorandum;
                and

            


    

     

    
      	 	
              (B)

            	
              on
                the Syndication Date, subject to specific written disclosures made
                by the
                Company (if any) at least five Business Days prior to the Syndication
                Date
                (or, if the Arranger has not notified the Company of the intended
                Syndication Date ten Business Days' in advance, within five Business
                Days
                after receipt of such notice) against such representations which,
                if so
                made, shall qualify such representations;
                and

            


    

     

    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (B)

            	
              by
                the Parent on the date of its accession to the terms of this Agreement,
                subject to specific written disclosures made by the Company (if any)
                prior
                to the date of accession against such representations which, if so
                made,
                shall qualify such representations;
                and

            


    

     

    
      	 	
              (iv)

            	
              the
                representations and warranties set out in paragraph
                (b) of Clause 21.12
                (Financial
                Statements)
                shall be deemed to be repeated on the date of delivery of the respective
                financial statements.

            


    

     

    
      	
              (b)

            	
              Each
                representation or warranty in this Clause 21
                which is deemed to be made or repeated after the date of this Agreement
                shall be deemed to be made or repeated by reference to the facts
                and
                circumstances existing on the date it is so made or
                repeated.

            


    

     

    
      	
              (c)

            	
              For
                the avoidance of doubt the representations and warranties made in
                this
                Clause 21,
                other than in Clause 21.2
                (Status)
                to Clause 21.5
                (Power
                and authority),
                Clause 21.7
                (Validity
                and admissibility in evidence),
                Clause 21.11
                (No
                misleading information)
                and paragraph (b) of Clause 21.12
                (Financial
                Statements)
                are also made in relation to the
                Group.

            


    

     

    
      	
              22.

            	
              
                INFORMATION
                  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.

     

    In
      this
      Clause 22:

     

    "Annual
      Financial Statements"
      means
      the financial statements for a Financial Year delivered pursuant to paragraph
      (a) of Clause 22.1
      (Financial
      statements).

     

    "Monthly
      Financial Statements"
      means
      the financial statements delivered pursuant to paragraph (c) of Clause
22.1
      (Financial
      statements).

     

    "Quarterly
      Financial Statements"
      means
      the financial statements delivered pursuant to paragraph (b) of Clause
22.1
      (Financial
      statements).

     

    
      	
              22.1

            	
              Financial
                statements

            


    

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

     

    
      	 	
              (a)

            	
              as
                soon as they are available, but in any
                event:

            


    

     

    
      	 	
              (i)

            	
              within
                120 days after the end of each of its Financial Years (save that
                the
                relevant period shall be 150 days for the first Financial Year after
                Closing) its audited consolidated financial statements for that Financial
                Year; and

            


    

     

    
      	 	
              (ii)

            	
              within
                any statutory time period allowed for the preparation thereof and
                only if
                requested by the Facility Agent, the financial statements (consolidated
                if
                appropriate) of each Borrower for that Financial Year (if available
                or
                required by law to be prepared);

            


    

     

    
      
        
        

      

      
        87

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              within
                45 days after the end of each Financial Quarter ending
                after Closing (save that the relevant period shall be 60 days for
                Financial Quarters ending on or before 30 June 2009 provided
                that
                the Parent will use reasonable efforts to deliver within 45 days)
                its
                consolidated financial statements for that Financial Quarter including
                (i)
                a commentary by the management; (ii) a comparison against the relevant
                Budget; and (iii) details of any One-off Costs, any items of Non-recurring
                Expenditure and Capital Expenditure funded by Cash Overfunding, in
                each
                case in that Financial Quarter; and

            


    

     

    
      	 	
              (c)

            	
              as
                soon as they are available, but in any event within 30 days after
                the end
                of each month ending after Closing(save that the relevant period
                shall be
                45 days for months ending on or before 30 June 2009 provided
                that
                the Parent will use reasonable efforts to deliver within 30 days)
                its
                financial statements, on a consolidated basis for that month including
                a
                commentary by the management (to include cumulative management accounts
                for the Financial Year to date),

            


    

     

    provided
      that
      for
      periods ending on or before 30 June 2009, the financial statements
      delivered pursuant to paragraphs (b) and (c) above will reflect the current
      reporting practices of the Group).

     

    
      	
              22.2

            	
              Provision
                and contents of Compliance
                Certificate

            


    

    
      	
              (a)

            	
              Starting
                with the Financial Quarter ending 30 June 2009, the Parent shall
                supply a Compliance Certificate to the Facility Agent with each set
                of its
                audited consolidated Annual Financial Statements and each set of
                its
                consolidated Quarterly Financial
                Statements.

            


    

     

    
      	
              (b)

            	
              Each
                Compliance Certificate shall, amongst other things, set out (in reasonable
                detail) computations as to compliance with Clause 23
                (Financial
                Covenants)
                and explanations as to how the figures included were derived (provided
                that
                compliance with Clause 23.2(a)
                shall not be addressed in Compliance Certificates delivered before
                30 September 2009) and prepayments to be made from Excess
                Cashflow under Clause 9.2
                (Disposal,
                Insurance and Acquisition Proceeds, Excess Cashflow and
                IPO)
                and the Margin computations set out in the definition "Margin" as
                at the
                date as at which those financial statements were drawn up and, in
                the case
                of a Compliance Certificate provided in respect of Annual Financial
                Statements, confirm compliance with the requirement for Guarantor
                Coverage
                in Clause 24.32
                (Guarantors)
                and contain a list of the companies that are Material
                Companies.

            


    

     

    
      	
              (c)

            	
              Each
                Compliance Certificate shall be signed by the Chief Financial Officer
                or a
                director of the Parent and, if required to be delivered with the
                consolidated Annual Financial Statements of the Parent, shall be
                reported
                on by the Parent's Auditors on the proper extraction of the numbers
                used
                in the financial covenant calculations in such manner (if any) and
                on such
                conditions that the Auditors specify ((subject to the Facility Agent
                and/or each Lender agreeing an engagement letter with the Parent's
                Auditors) and unless one of the Big Four Accountants have adopted
                a
                general policy of not providing such
                reports).

            


    

     

    
      	
              22.3

            	
              Requirements
                as to financial statements

            


    

    
      	
              (a)

            	
              The
                Parent shall procure that each set of Annual Financial Statements,
                Quarterly Financial Statements and Monthly Financial Statements includes
                a
                balance sheet, profit and loss account and cashflow statement provided
                that in
                respect of any periods ending on or prior to 30 June 2009 this shall
                only be required if reflected in the reporting practices of the Group
                as
                of Closing. In addition the Parent shall procure that each set of
                the
                Parent's Annual Financial Statements shall be audited by the
                Auditors.

            


    

     

    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              Each
                set of financial statements delivered by the Parent pursuant to Clause
                22.1
                (Financial
                statements)
                (other than under paragraph
                (a)(ii)):

            


    

     

    
      	 	
              (i)

            	
              shall
                be certified on behalf of the Parent by a director of the Parent
                or
                the Chief Financial Officer (in each case without personal liability)
                as
                giving a true and fair view of (in the case of Annual Financial Statements
                for any Financial Year), or fairly representing (in other cases),
                its
                financial condition and operations as at the date as at which those
                financial statements were drawn up;

            


    

     

    
      	 	
              (ii)

            	
              in
                the case of consolidated financial statements of the Group, shall
                be
                accompanied by a statement of the Parent comparing actual performance
                for
                the period to which the financial statements relate
                to:

            


    

     

    
      	 	
              (A)

            	
              the
                projected performance for that period set out in the Budget;
                and

            


    

     

    
      	 	
              (B)

            	
              the
                actual performance for the corresponding period in the preceding
                Financial
                Year of the Group; and

            


    

     

    
      	 	
              (iii)

            	
              shall
                be prepared using the Accounting Principles, accounting practices
                and
                financial reference periods consistent with those applied, in the
                case of
                the Parent, in the preparation of the Base Case
                Model,

            


    

     

    unless,
      in relation to any set of financial statements, the Parent notifies the Facility
      Agent that there has been a change in the Accounting Principles, a change of
      the
      Accounting Principles to IFRS, the accounting practices or the financial
      reference periods and it delivers to the Facility Agent:

     

    
      	 	
              (A)

            	
              a
                description of any change necessary for those financial statements
                to
                reflect the Accounting Principles, or accounting practices upon which
                the
                Base Case Model was
                prepared; and

            


    

     

    
      	 	
              (B)

            	
              sufficient
                information, in form and substance as may be reasonably required
                by the
                Facility Agent, to enable the Lenders to determine whether Clause
                23
                (Financial
                Covenants)
                has been complied with, to determine the Margin as set out in the
                definition of "Margin", to determine the amount of any prepayments
                to be
                made from Excess Cashflow under Clause 9.2
                (Disposal,
                Insurance and Acquisition Proceeds, Excess Cashflow and
                IPO)
                and to make an accurate comparison between the financial position
                indicated in those financial statements and the
                Budget.

            


    

     

    
      	
              (c)

            	
              If
                the Parent notifies the Facility Agent of a change in accordance
                with
                paragraph (b)(iii) above or a change of its Financial Year end then
                the
                Parent and the Facility Agent shall enter into negotiations in good
                faith
                with a view to agreeing:

            


    

     

    
      	 	
              (i)

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

            


    

     

    
      
        
        

      

      
        89

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (iii)

            	
              any
                amendments to the financial covenant levels set out in Clause 23
                (Financial
                Covenants)
                to preserve the then applicable
                headroom,

            


    

     

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

     

    If
      no
      such agreement is reached within 30 days of that notification of change, the
      Facility Agent shall (if so requested by the Majority Lenders) instruct the
      Auditors of the Parent or independent accountants (approved by the Parent or,
      in
      the absence of such approval within 5 days of request by the Facility Agent
      of
      such approval, a firm with recognised expertise) to determine any amendment
      to
      Clause 23.2
      (Financial
      condition),
      the
      Margin computations set out in the definition of "Margin", the amount of any
      prepayments to be made from Excess Cashflow under Clause 9.2
      (Disposal,
      Insurance and Acquisition Proceeds, Excess Cashflow and IPO)
      and any
      other terms of this Agreement which the Auditors or, as the case may be,
      accountants (acting as experts and not arbitrators) consider appropriate to
      ensure the change does not result in any material alteration in the commercial
      effect of the terms of this Agreement. Those amendments shall take effect when
      so determined by the Auditors, or as the case may be, accountants. The cost
      and
      expense of the Auditors or accountants shall be for the account of the
      Parent.

     

    Any
      reference in this Agreement to any financial statements shall be construed
      as a
      reference to those financial statements as adjusted to reflect the basis upon
      which the Base Case Model was prepared save to the extent amendments have been
      made in accordance with paragraph (c) above.

     

    
      	
              22.4

            	
              Budget

            


    

    
      	
              (a)

            	
              The
                Parent shall supply to the Facility Agent in sufficient copies for
                all the
                Lenders, as soon as the same become available but in any event within
                30
                days after the start of each of its Financial Years (commencing with
                the
                Financial Year commencing 1 July 2009), an annual Budget for that
                Financial Year.

            


    

     

    
      	
              (b)

            	
              The
                Parent shall ensure that each
                Budget:

            


    

     

    
      	 	
              (i)

            	
              is
                in a form similar to the budget within the Base Case Model and includes
                a
                projected consolidated profit and loss, balance sheet and cashflow
                statement
                for the Group for the Financial Year to which the Budget relates.
                The
                projections shall relate to the 12 month period comprising, and each
                month
                in, that Financial Year;

            


    

     

    
      	 	
              (ii)

            	
              is
                prepared in accordance with the Accounting Principles and the accounting
                practices and financial reference periods applied to financial statements
                under Clause 22.1
                (Financial
                statements);
                and

            


    

     

    
      	 	
              (iii)

            	
              has
                been approved by the board of directors of the
                Parent.

            


    

     

    
      	
              (c)

            	
              If
                the Parent updates or changes the Budget, it shall within not more
                than 10
                days of the update or change being made deliver to the Facility Agent,
                in
                sufficient copies for each of the Lenders, such updated or changed
                Budget
                together with a written explanation of the main changes in that Budget
                which shall then become the Budget for the relevant period for the
                purposes of this Agreement.

            


    

     

    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    

     

    
      	
              22.5

            	
              Presentations

            


    

    Upon
      the
      Facility Agent's request (not to be made more than once in every Financial
      Year), at least two directors of the Parent (one of whom shall be the Chief
      Financial Officer) must give a presentation to the Finance Parties about the
      on-going business and financial performance of the Group.

     

    
      	
              22.6

            	
              Year-end

            


    

    The
      Parent
      shall notify the Facility Agent of a change of its Financial
      Year-end.

     

    
      	
              22.7

            	
              Information:
                miscellaneous

            


    

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

     

    
      	 	
              (a)

            	
              at
                the same time as they are dispatched, copies of all documents dispatched
                by any Obligor (other than in the ordinary course of business) to
                its
                creditors generally (or any class of them) and all information required
                by
                law to be provided by
                the Parent to its shareholders
                generally;

            


    

     

    
      	 	
              (b)

            	
              promptly
                upon becoming aware of them, the details of any litigation, arbitration
                or
                administrative proceedings (including, without limitation, relating
                to the
                infringement of any Intellectual Property) which are current, threatened
                or pending against any member of the Group, and which would be reasonably
                likely to have a Material Adverse
                Effect;

            


    

     

    
      	 	
              (c)

            	
              promptly
                on request, such further information regarding the financial condition,
                assets and operations of the Group as any Finance Party, through
                the
                Facility Agent, may reasonably request;
                and

            


    

     

    
      	 	
              (d)

            	
              prior
                to Closing, the final version of the Structure Memorandum, the Funds
                Flow
                Statement and the constitutional documents of the Parent which
                constitutional documents may be amended or modified between the date
                of
                this Agreement and Closing with such amendments or modifications
                as do not
                materially and adversely affect the interests of the Lenders or which
                have
                been made with the consent of the Majority Lenders (acting
                reasonably).

            


    

     

    
      	
              22.8

            	
              Notification
                of default

            


    

    The
      Company
      shall notify the Facility Agent of any Default (and the steps, if any, being
      taken to remedy it) promptly upon becoming aware of its occurrence. The Facility
      Agent may, where it has reasonable grounds for believing that a Default is
      continuing, request that the Company issue a certificate confirming that no
      Default is continuing or, where a Default is continuing, setting out the steps
      being taken to remedy that Default.

     

    
      	
              22.9

            	
              "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;

            


    

     

    
      
        
        

      

      
        91

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              any
                change in the status of an Obligor or the composition of the shareholders
                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/or
                obligations under this Agreement to a party that is not a Lender
                prior to
                such assignment or transfer,

            


    

     

    obliges
      the Facility 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
      Facility Agent or any Lender supply, or procure the supply of, such
      documentation and other evidence as is customarily required by the Facility
      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 Facility 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 with the results of 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 Facility Agent supply,
                or
                procure the supply of, such documentation and other evidence as is
                reasonably requested by the Facility Agent (for itself) in order
                for the
                Facility Agent to carry out and be satisfied with the results of
                all
                necessary "know your customer" or other similar checks under all
                applicable laws and regulations pursuant to the transactions contemplated
                in the Finance Documents.

            


    

     

    
      	
              (c)

            	
              The
                Company
                shall, by not less than 10 Business Days' prior written notice to
                the
                Facility Agent, notify the Facility Agent (which shall promptly notify
                the
                Lenders) of its intention to request that one of its Subsidiaries
                becomes
                an Additional Obligor pursuant to Clause 27
                (Changes
                to the Obligors).

            


    

     

    
      	
              (d)

            	
              Following
                the giving of any notice pursuant to paragraph (c) above, if the
                accession
                of such Additional Obligor obliges the Facility 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 Facility Agent
                or
                any Lender supply, or procure the supply of, such documentation and
                other
                evidence as is reasonably requested by the Facility Agent (for itself
                or
                on behalf of any Lender) or any Lender (for itself or on behalf of
                any
                prospective new Lender) in order for the Facility Agent or such Lender
                or
                any prospective new Lender to carry out and be satisfied with the
                results
                of all 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
                Obligor.

            


    

     

    
      	
              22.10

            	
              ERISA

            


    

    Each
      Obligor shall:

     

    
      	
            	(a)	
              promptly
                upon a request by the Facility Agent or a Lender, deliver to the
                Facility
                Agent copies of Schedule B (Actuarial Information) to the Annual
                Report
                (IRS Form 5500 Series) with respect to each Employee
                Plan;

            


    

     

    
      
        
        

      

      
        92

        
          

        

      

      
        
        

      

    

     

    
      	
            	(b)	
              within
                ten Business Days after it or any ERISA Affiliate becomes aware that
                any
                ERISA Event has occurred or, in the case of any ERISA Event which
                requires
                advance notice under Section 4043(b)(3) of ERISA, will occur, deliver
                to
                the Facility Agent a statement signed by a director or other authorized
                signatory of an Obligor or ERISA Affiliate describing that ERISA
                Event and
                the action, if any, taken or proposed to be taken with respect to
                that
                ERISA Event;

            


    

     

    
      	
            	(c)	
              within
                ten Business Days after receipt by it or any ERISA Affiliate or any
                administrator of an Employee Plan, deliver to the Facility Agent
                copies of
                each notice from the PBGC stating its intention to terminate any
                Employee
                Plan in a distress or involuntary termination or to have a trustee
                appointed to administer any Employee Plan;
                and

            


    

     

    
      	
            	(d)	
              within
                ten Business Days after becoming aware of any event or circumstance
                which
                might constitute grounds for a distress or involuntary termination
                of (or
                the appointment of a trustee to administer) any Employee Plan or
                Multiemployer Plan, provide an explanation of that event or circumstance
                by a director of the Obligor or ERISA Affiliate affected by that
                event or
                circumstance.

            


    

     

    
      	
              23.

            	
              
                FINANCIAL
                  COVENANTS

              

            


    

     

    
      	
              23.1

            	
              Financial
                definitions

            


    

    In
      this
      Clause 23:

     

    "Borrowings"
      means,
      at any time, the outstanding principal or capital amount of any indebtedness
      for
      or in respect of:

     

    
      	 	
              (a)

            	
              moneys
                borrowed;

            


    

     

    
      	 	
              (b)

            	
              acceptance
                credits (or dematerialised
                equivalents);

            


    

     

    
      	 	
              (c)

            	
              moneys
                raised under or pursuant to bonds (other than a performance bond
                or
                advance payment bond issued in respect of the obligations of any
                member of
                the Group incurred in the ordinary course of business), notes, debentures,
                loan stock or any similar
                instrument;

            


    

     

    
      	 	
              (d)

            	
              any
                finance or capital lease or hire purchase contract which would, in
                accordance with the Accounting Principles, be treated as a finance
                or
                capital lease but only to the extent of such
                treatment;

            


    

     

    
      	 	
              (e)

            	
              receivables
                sold or discounted (other than to the extent there is no
                recourse);

            


    

     

    
      	 	
              (f)

            	
              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 in respect of an underlying liability
                of
                an entity which is not a member of the Group which would fall within
                one
                of the other paragraphs of this
                definition;

            


    

     

    
      	 	
              (g)

            	
              the
                acquisition cost of any asset where the deferred payment is arranged
                primarily as a method of raising finance and in circumstances where
                the
                due date for payment is more than 180 days after the expiry of the
                period
                customarily allowed by the relevant supplier (save where the payment
                deferral results from non or delayed satisfaction of contract terms
                by the
                supplier or from contract terms establishing payment schedules tied
                to
                total or partial contract completion and/or to the results of operational
                testing procedures);

            


    

     

    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (h)

            	
              the
                sale price of any asset to the extent paid by the person liable before
                the
                time of sale or delivery where such advance payment is arranged primarily
                as a method of raising finance unless such arrangements are entered
                into
                customarily by customers of the
                Group;

            


    

     

    
      	 	
              (i)

            	
              any
                amount raised under any other transaction which would be treated
                as
                borrowing in accordance with the Accounting
                Principles;

            


    

     

    
      	 	
              (j)

            	
              (without
                double counting) the amount of any liability in respect of any guarantee
                or indemnity for any of the items referred to in the paragraphs above;
                and

            


    

     

    
      	 	
              (k)

            	
              redeemable
                shares that are redeemable prior to the Termination Date, 

            


    

     

    provided
      that indebtedness
      owed by one member of the Group to another member of the Group, any Company
      Subordinated Debt, any Parent Subordinated Debt and indebtedness under the
      Vendor Documents shall not be taken into account and excluding post employment
      benefit scheme liabilities and any other liabilities in respect of other
      provisions which are treated as borrowings under the Accounting Principles
      (including, without limitation, borrowings under derivative transactions) and
      any provisions in relation to earn outs to the extent these are not supported
      by
      a guarantee issued by a third party which has been counter-indemnified by a
      member of the Group.

     

    "Capital
      Expenditure"
      means
      any expenditure or obligation in respect of expenditure which in accordance
      with
      the Accounting Principles is treated as capital expenditure (other than any
      Permitted Acquisition and any capital expenditure which is part of restructuring
      costs and only taking into account the actual cash payment made where assets
      are
      replaced and part of the purchase price is paid by way of part
      exchange).

     

    "Cashflow
      Cover"
      means,
      in respect of any Relevant Period, the ratio of Consolidated Cashflow for that
      Relevant Period to Net Debt Service for that Relevant Period.

     

    "Cash
      Overfunding"
      means
      an amount of $120,000,000 as reduced from time to time when designated by the
      Company to be Consolidated Cashflow.

     

    "Consolidated
      Cashflow"
      means,
      in respect of any Relevant Period, Consolidated EBITDA for that Relevant
      Period:

     

    
      	 	
              (a)

            	
              plus
                the
                amount of any rebate, refund or credit in respect of any tax on profits,
                gains or income actually received in cash by any member of such Group
                during such period;

            


    

     

    
      	 	
              (b)

            	
              minus
                all Capital Expenditure actually paid by a member of the Group during
                the
                Relevant Period except to the extent was financed or refinanced from
                or
                funded from:

            


    

     

    
      	 	
              (i)

            	
              Retained
                Cash;

            


    

     

    
      	 	
              (ii)

            	
              any
                Permitted Financial Indebtedness;

            


    

     

    
      	 	
              (iii)

            	
              capital
                contributions received from landlords in relation to Real Property
                in
                respect of which a member of the Group is a
                tenant;

            


    

     

    
      
        
        

      

      
        94

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iv)

            	
              Company
                New Equity or Company Subordinated Debt;
                or

            


    

     

    
      	 	
              (v)

            	
              the
                amount of Cash Overfunding up to an amount which, together with the
                aggregate amount of Cash Overfunding spent on Non-recurring Expenditure
                items paid in cash in accordance with paragraph (n) below, does not
                exceed
                $ 60,000,000 in aggregate during the life of the
                Facility;

            


    

     

    
      	 	
              (c)

            	
              minus
                the aggregate of the consideration paid for or cost of any Permitted
                Acquisitions and the amount of any Joint Venture Investment made
                in cash
                during that period to the extent not included in Consolidated EBITDA
                and
                in each case except to the extent funded from Retained Cash, any
                Permitted
                Financial Indebtedness, Company New Equity or Company Subordinated
                Debt;

            


    

     

    
      	 	
              (d)

            	
              plus
                the amount of any loan which was made in respect of a Joint Venture
                Investment which is repaid in cash to a member of the Group and the
                amount
                of any royalty payments made by a Joint Venture Investment to a member
                of
                the Group;

            


    

     

    
      	 	
              (e)

            	
              minus
                all amounts of tax on profits, gains or income actually paid excluding
                tax
                accrued in the previous financial year that was deducted for the
                purpose
                of calculating Excess Cashflow in respect of that previous financial
                year
                (other than any such tax which is referable to any Financial Year
                ending
                on or before Closing and any tax which is netted off against any
                proceeds
                received by the Group in accordance with paragraph (b) of the definition
                of Net Proceeds) and minus
                the amount of any withholding tax withheld from any amount paid to
                any
                member of the Group which has been taken into account in calculating
                Consolidated EBITDA for such
                period;

            


    

     

    
      	 	
              (f)

            	
              plus
                any decrease in and minus any increase of Working Capital between
                the
                beginning and end of such Relevant Period, excluding in this calculation
                any movements in Working Capital (including inventory and deferred
                income)
                (either positive or negative) related to the BskyB one-off cards
                swap-out
                to the extent that it has an impact in the applicable Relevant
                Period;

            


    

     

    
      	 	
              (g)

            	
              to
                the extent not taken into account in any other paragraph in this
                definition minus
                all non-cash credits and release of provisions and plus
                all non-cash debits and other non-cash charges and provisions included
                in
                establishing Consolidated EBITDA for such
                period;

            


    

     

    
      	 	
              (h)

            	
              to
                the extent not taken into account in any other paragraph in this
                definition plus
                any positive and minus
                any negative one-off, non-recurring, extraordinary or exceptional
                items
                received or which are paid by any member of the Group in cash during
                such
                period (excluding the One-off Costs up to an amount of $60,000,000
                in
                aggregate during the life of the Facility) to the extent not already
                taken
                into account in calculating Consolidated EBITDA for such period or
                provided for in Acquisition Costs or funded from Retained Cash, any
                Permitted Financial Indebtedness, Company New Equity or Company
                Subordinated Debt (and where such items comprise consideration receivable
                by a member of the Group in connection with a Disposal, the gross
                consideration receivable shall be used in determining the amount
                to be
                added back); 

            


    

     

    
      
        
        

      

      
        95

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              to
                the extent included in Consolidated EBITDA or in any other paragraph
                of
                this definition, excluding
                the effect of all cash movements associated with the Acquisition,
                the
                Acquisition Costs and the costs of any share options of the Group
                existing
                on Closing; 

            


    

     

    
      	 	
              (j)

            	
              plus
                any Company New Equity or Company Subordinated Debt provided in accordance
                with paragraph (e) of Clause 23.3
                (Financial
                testing);

            


    

     

    
      	 	
              (k)

            	
              deducting
                any fees, cash or charges of a non-recurring nature related to any
                equity
                offering, investments, acquisitions, disposals or Permitted Financial
                Indebtedness (whether or not successful) except to the extent funded
                from
                Retained Cash or paid out of the proceeds raised on an equity or
                debt
                securities offering or other Permitted Financial
                Indebtedness;

            


    

     

    
      	 	
              (l)

            	
              deducting
                the amount of arm's length management, consulting, investor and advisory
                fees (other than in respect of any cash movements falling under paragraph
                (k) above) paid to any of the Investors to the extent not taken into
                account in Consolidated EBITDA and other than those funded from Retained
                Cash, any Permitted Financial Indebtedness, Company New Equity or
                Company
                Subordinated Debt;

            


    

     

    
      	 	
              (m)

            	
              deducting
                the amount of any dividends or other profit distributions paid in
                cash
                during such period to a third party (not being a member of the Group)
                which is a shareholder in a member of the Group and any amounts paid
                by
                any member of the Group under the Vendor Documents unless funded
                from
                amounts described in paragraphs (b) and (c) of the definition of
                Retained
                Cash;

            


    

     

    
      	 	
              (n)

            	
              plus
                the amount of the Cash Overfunding designated and applied by the
                Parent to
                a Financial Quarter during that Relevant Period equivalent to the
                amount
                of Non-recurring Expenditure paid in cash and incurred at such time
                up to
                an amount which, together with the aggregate amount of Cash Overfunding
                spent on Capital Expenditure in accordance with paragraph (b)(v)
                above, does not exceed $60,000,000 in aggregate during the life of
                the
                Facility;

            


    

     

    
      	 	
              (o)

            	
              deducting
                other Permitted Payments made from the Group not included above unless
                funded out of Retained Cash; and

            


    

     

    
      	 	
              (p)

            	
              deducting
                the costs relating to the BskyB one-off cards swap-out paid in cash,
                including any royalties payable in relation
                thereto.

            


    

     

    "Consolidated
      EBITDA"
      means,
      for any Relevant Period, the consolidated profits of the Group from ordinary
      activities:

     

    
      	 	
              (a)

            	
              before
                deducting Interest
                Payable, any other Interest for which any member of the Group is
                liable
                and any deemed finance charge in respect of any post-employment benefit
                scheme liabilities;

            


    

     

    
      	 	
              (b)

            	
              before
                deducting any
                amount of Tax on profits, gains or income paid or payable by any
                member of
                the Group;

            


    

     

    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              after
                adding back
                (to the extent otherwise deducted) any amount attributable to any
                amortisation of intangible assets (including amortisation of any
                goodwill
                arising on any Permitted Acquisition or Acquisition Costs), any
                depreciation or impairment of tangible assets and any costs or provisions
                relating to any share option schemes of the Group existing at
                Closing;

            


    

     

    
      	 	
              (d)

            	
              after
                deducting
                (to the extent included) Interest Income and/or any other Interest
                accruing in favour of any member of the
                Group;

            


    

     

    
      	 	
              (e)

            	
              excluding
                any items (positive or negative) of a one-off, non-recurring,
                extraordinary, unusual or exceptional nature (including, without
                limitation, the restructuring of the activities of an entity and
                reversals
                of any provisions for the cost of restructuring, disposals, revaluations
                or impairment of non-current assets, disposals of assets associated
                with
                discontinued operations and the costs associated with any aborted
                Permitted Acquisition or aborted equity or debt securities
                offering);

            


    

     

    
      	 	
              (f)

            	
              excluding
                One-off Costs identified in the Base Case
                Model;

            


    

     

    
      	 	
              (g)

            	
              after
                adding back
                (to the extent otherwise deducted) the amount of management, consulting,
                investor and advisory fees paid to the Investors or Permira during
                such
                period;

            


    

     

    
      	 	
              (h)

            	
              after
                deducting
                (to the extent otherwise included) any gain over book value arising
                in
                favour of a member of the Group in the disposal of any asset (not
                being
                any disposals made in the ordinary course of trading) during such
                period
                and any gain arising on any revaluation of any asset during such
                period;

            


    

     

    
      	 	
              (i)

            	
              after
                adding back (to
                the extent otherwise deducted) any loss against book value incurred
                by a
                member of the Group on the disposal or write down of any asset (not
                being
                any disposal made in the ordinary course of trading) during such
                period
                and any loss arising on any revaluation of any asset during such
                period;

            


    

     

    
      	 	
              (j)

            	
              after
                adding back
                Acquisition Costs to the extent
                deducted;

            


    

     

    
      	 	
              (k)

            	
              after
                adding back
                (to the extent not otherwise included) the amount of any dividends
                or
                other profit distributions (net of withholding tax) received in cash
                by
                any member of the Group during such period from companies which are
                not
                members of the Group;

            


    

     

    
      	 	
              (l)

            	
              after
                adding back
                an
                amount equal to the amount of any reduction, or deducting
                an
                amount equal to the amount of any increase, in the consolidated income
                from operations of the Group as a result of a revaluation or recognition
                of assets and liabilities of members of the Group which would not
                have
                occurred but for the occurrence of the Acquisition, in each case
                during
                such period;

            


    

     

    
      	 	
              (m)

            	
              after
                adding
                (to the extent not already included) the realised gains or deducting
                (to the extent not otherwise deducted) the realised losses arising
                at
                maturity or on termination of forward foreign exchange and other
                currency
                hedging contracts entered into with respect to the operational cashflows
                of the Group (but taking no account of any unrealised gains or loss
                on any
                hedging or other derivative instrument
                whatsoever);

            


    

     

    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (n)

            	
              after
                adding back
                (to the extent otherwise deducted) any fees, costs or charges of
                a
                non-recurring nature related to any equity or debt offering, compensation
                payments to departing management, investments (including any Joint
                Venture
                Investment), acquisitions or Permitted Financial Indebtedness (whether
                or
                not successful);

            


    

     

    
      	 	
              (o)

            	
              after
                adding back
                (to the extend otherwise deducted) any costs or provisions relating
                to any
                share option or management equity incentive schemes of the
                Group;

            


    

     

    
      	 	
              (p)

            	
              after
                adding
                the proceeds of any business interruption or similar
                insurance;

            


    

     

    
      	 	
              (q)

            	
              after
                deducting
                the amount of profit of any entity (which is not a member of the
                Group) in
                which any member of the Group has an ownership interest to the extent
                that
                the amount of such profit included in the accounts of the Group exceeds
                the amount (net of any applicable withholding tax) received in cash
                by
                members of the Group through distributions by that
                entity;

            


    

     

    
      	 	
              (r)

            	
              after
                deducting
                the amount of deferred revenue security fees released through the
                profit
                and loss account related to the one-off cards swap-out of
                BskyB;

            


    

     

    
      	 	
              (s)

            	
              after
                adding back
                the cost of the BskyB one-off cards swap-out and any related royalties
                payable in relation thereto; and

            


    

     

    
      	 	
              (t)

            	
              after
                adding back
                any profits or after
                deducting
                any losses resulting from extraordinary adjustments in the deferred
                revenues accounting estimates.

            


    

     

    "Consolidated
      Net Finance Charges"
      means,
      for any Relevant Period, the amount of Interest Payable during that period
      less
      Interest Income during that period.

     

    "Consolidated
      Total Net Debt"
      means,
      at any time, the aggregate amount of all obligations of the Group for or in
      respect of Borrowings but:

     

    
      	 	
              (a)

            	
              including,
                in the case of finance leases, only the capitalised value
                thereof;

            


    

     

    
      	 	
              (b)

            	
              deducting
                the aggregate amount of available Cash and Cash Equivalent Investments
                held by any member of the Group;

            


    

     

    
      	 	
              (c)

            	
              deducting
                the amount of Working Capital relating to the BskyB one-off cards
                swap-out
                to the extent that it has an impact in the applicable Relevant
                Period;

            


    

     

    
      	 	
              (d)

            	
              adding
                back
                Trapped Cash; and

            


    

     

    
      	 	
              (e)

            	
              adding
                back
                the amount of Cash Overfunding up to an amount of $60,000,000 less
                any
                amounts utilised at such time to fund One-off
                Costs,

            


    

     

    and
      so
      that no amount shall be included or excluded more than once.

     

    "Current
      Assets"
      means
      the aggregate of trade receivables and other current assets (but excluding
      Cash
      and Cash Equivalent Investments) maturing within twelve months from the date
      of
      computation and excluding:

     

    
      	 	
              (a)

            	
              receivables
                in relation to tax rebates or credits on
                profits;

            


    

     

    
      	 	
              (b)

            	
              one-off
                non-recurring items, extraordinary items, exceptional items and other
                non-operating items;

            


    

     

    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              insurance
                claims; and

            


    

     

    
      	 	
              (d)

            	
              any
                accrued Interest owing to any member of the
                Group.

            


    

     

    "Current
      Liabilities"
      means
      the aggregate of all liabilities (including trade creditors and other current
      liabilities and accrued expenses) falling due within twelve months from the
      date
      of computation but excluding:

     

    
      	 	
              (a)

            	
              liabilities
                for Borrowings and Interest;

            


    

     

    
      	 	
              (b)

            	
              liabilities
                for Tax on profits;

            


    

     

    
      	 	
              (c)

            	
              one-off
                non-recurring items, extraordinary items, exceptional items and other
                non-operating items;

            


    

     

    
      	 	
              (d)

            	
              insurance
                claims; and

            


    

     

    
      	 	
              (e)

            	
              liabilities
                in relation to dividends declared but not paid by the
                Company.

            


    

     

    "Debt
      Cover"
      means,
      in respect of any Relevant Period, the ratio of Consolidated Total Net Debt
      on
      the last day of that Relevant Period to Consolidated EBITDA for that Relevant
      Period.

     

    "Excess
      Cashflow"
      means
      for any Financial Year of the Parent, Consolidated Cashflow for that period
      less:

     

    
      	 	
              (a)

            	
              Net
                Debt Service;

            


    

     

    
      	 	
              (b)

            	
              to
                the extent that the Net Proceeds giving rise to the relevant mandatory
                prepayment have been included in calculating Consolidated Cashflow
                (and
                not deducted under paragraph (e) below), mandatory prepayments falling
                due
                (other than in respect of Excess Cashflow calculated for the immediately
                preceding Financial Year) during such
                period;

            


    

     

    
      	 	
              (c)

            	
              mandatory
                prepayments made as a result of illegality, market disruption or
                as a
                result of a Lender
                requesting a tax gross-up, tax indemnity payment or payment of increased
                costs;

            


    

     

    
      	 	
              (d)

            	
              to
                the extent included in Consolidated Cashflow, any amount received
                by way
                of Company New Equity or by way of Company Subordinated
                Debt;

            


    

     

    
      	 	
              (e)

            	
              the
                amount of Net Proceeds received by the Group which are permitted
                to be
                retained by the Group to the extent included in Consolidated
                Cashflow;

            


    

     

    
      	 	
              (f)

            	
              the
                amount of any IPO Proceeds received by the Group which are permitted
                to be
                retained by the Group to the extent included in Consolidated
                Cashflow;

            


    

     

    
      	 	
              (g)

            	
              Acquisition
                Costs (to the extent included in Consolidated Cashflow), in each
                case not
                funded by Borrowings;

            


    

     

    
      	 	
              (h)

            	
              to
                the extent not already deducted from Consolidated Cashflow, any payments
                falling under paragraphs (b), (d) and (f) (to the extent of payments
                to
                persons who are not members of the Group) and (h) of the definition
                of
                Permitted Payment;

            


    

     

    
      	 	
              (i)

            	
              tax
                accrued during such Financial Year but not paid but, in the case
                of the
                first Financial Year, only to the extent exceeding tax
                paid;

            


    

     

    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (j)

            	
              any
                increase in Trapped Cash between the first day of the Relevant Period
                and
                the last day of the Relevant
                Period;

            


    

     

    
      	 	
              (k)

            	
              any
                payment to fund the purchase of management equity or other compensation
                to
                existing management;

            


    

     

    
      	 	
              (l)

            	
              for
                the period 1 January 2009 to 30 June 2009, any
                positive (inflow) change in Working
                Capital;

            


    

     

    
      	 	
              (m)

            	
              any
                Capital Expenditure which has been during that Financial Year
                contractually committed by any member of the Group to be spent in
                a
                subsequent Financial Year; and 

            


    

     

    
      	 	
              (n)

            	
              an
                amount of $10,000,000 (or its equivalent) as de
                minimis
                amount.

            


    

     

    "Financial
      Quarter"
      means
      the period commencing on the day after one Quarter Date and ending on the next
      Quarter Date.

     

    "Financial
      Year"
      means
      the annual accounting period of the Group ending on or about 30 June in
      each year.

     

    "Interest"
      means
      interest received and interest and amounts in the nature of interest paid in
      respect of any Borrowings including, without limitation:

     

    
      	 	
              (a)

            	
              the
                interest element of finance leases;

            


    

     

    
      	 	
              (b)

            	
              discount
                and acceptance fees and costs payable (or deducted) in respect of
                any
                Borrowings;

            


    

     

    
      	 	
              (c)

            	
              fees
                payable in connection with the issue or maintenance of any bond,
                letter of
                credit, guarantee or other assurance against financial loss which
                constitutes Borrowings and is issued by a third party on behalf of
                a
                member of the Group and accrues after
                Closing;

            


    

     

    
      	 	
              (d)

            	
              repayment
                and prepayment premiums payable or incurred in repaying or prepaying
                any
                Borrowings; and

            


    

     

    
      	 	
              (e)

            	
              commitment,
                utilisation and non-utilisation fees payable or incurred or accrued
                after
                Closing in respect of Borrowings.

            


    

     

    "Interest
      Cover"
      means,
      in respect of any Relevant Period, the ratio of Consolidated EBITDA for that
      Relevant Period to Consolidated Net Finance Charges for that Relevant
      Period.

     

    "Interest
      Income"
      means,
      for the Relevant Period, the amount of Interest accrued (whether or not
      received) due to members of the Group during such period.

     

    "Interest
      Payable"
      means
      for the Relevant Period, the aggregate of Interest accrued (whether or not
      paid
      or capitalised) in respect of any Borrowings of any member of the Group during
      that Relevant Period but:

     

    
      	 	
              (a)

            	
              excluding
                any amortisation of fees, costs and expenses incurred in connection
                with
                the raising of any Borrowings; and

            


    

     

    
      	 	
              (b)

            	
              excluding
                any
                capitalised Interest, the amount of any discount amortised and other
                non-cash interest charges during the Relevant
                Period,

            


    

     

    and
      calculated on the basis that:

     

    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              the
                amount of Interest accrued will be increased by an amount equal to
                any
                amount payable by members of the Group under hedging agreements in
                respect
                of Interest in relation to that Relevant Period;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                amount of Interest accrued will be reduced by an amount equal to
                any
                amount payable to members of the Group under hedging agreements in
                respect
                of Interest in relation to that Relevant
                Period.

            


    

     

    "Net
      Debt Service"
      means,
      in respect of any Relevant Period, the aggregate of:

     

    
      	 	
              (a)

            	
              Consolidated
                Net Finance Charges;

            


    

     

    
      	 	
              (b)

            	
              the
                aggregate of all scheduled payments of principal of any Borrowings
                (and,
                in the case of the Senior
                Facilities and the Facility as adjusted as the result of any voluntary
                or
                mandatory prepayments) falling due for payment but
                excluding
                any amounts falling due under any overdraft or Revolving Facility
                (including, without limitation, any Ancillary Facility, Fronted Ancillary
                Facility or Fronting Ancillary Commitments) which were available
                for
                simultaneous redrawing according to the terms of such facility but
                for any
                voluntary cancellation; and

            


    

     

    
      	 	
              (c)

            	
              the
                amount of the capital element of any payments in respect of that
                Relevant
                Period payable under any finance lease or capital lease entered into
                by
                any member of the Group,

            


    

     

    and
      so
      that no amount shall be included more than once.

     

    "Non-recurring
      Expenditure"
      means
      the aggregate of the following:

     

    
      	 	
              (a)

            	
              the
                costs relating to any one-off cards swap out or free cards paid in
                cash
                and in relation to BskyB, Direct TV, Direct TV LA, Sky Mexico, Sky
                Italia
                and Sky Brazil contracts;

            


    

     

    
      	 	
              (b)

            	
              the
                costs (including but not limited to legal expenses and penalty, security
                or settlement payments) relating to the Echostar litigation
                (as that litigation is described in the Legal Due Diligence Report
                and the
                Echostar Report);

            


    

     

    
      	 	
              (c)

            	
              the
                cash outflow related to the accruals on the balance sheet of any
                member of
                the Group as at the last day of the most recent Financial Quarter
                ending
                prior to Closing relating to the Yeda and Gemstar
                litigations;

            


    

     

    
      	 	
              (d)

            	
              the
                cash impact of a reduction in the Newton 60 day payment period referred
                to
                in the Base Case Model and the Financial and Tax Report;
                

            


    

     

    
      	 	
              (e)

            	
              the
                cash outflow related to the release of deferred tax liabilities existing
                at Closing; and

            


    

     

    
      	 	
              (f)

            	
              any
                other non-recurring costs and
                expenses.

            


    

     

    "One-off
      Costs"
      means
      the aggregate of the following:

     

    
      	 	
              (a)

            	
              any
                deficit in defined benefit pension plans required to be settled as
                a
                result of the Transaction;

            


    

     

    
      	 	
              (b)

            	
              at
                any time, the cost and taxes (whether withholding tax or any other
                form of
                tax) in order to extract Cash existing as at Closing from
                Israel;

            


    

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              any
                costs related to the settlement of the Yeda dispute
                (as that dispute is described in the Legal Due Diligence Report),
                but
                excluding recurring royalty costs;

            


    

     

    
      	 	
              (d)

            	
              any
                earn-out and management bonuses, in each case payable in respect
                of past
                acquisitions; and

            


    

     

    
      	 	
              (e)

            	
              any
                one-off costs (payable either to Gemstar or customers) in respect
                of
                Gemstar settlements but excluding recurring royalty
                payments.

            


    

     

    "Quarter
      Date"
      means
      each of 31 March, 30 June, 30 September and 31 December.

     

    "Relevant
      Period"
      means
      (other than as set out in paragraph (d) of Clause 23.3
      (Financial
      testing)
      each
      period of twelve months ending on the last day of the Parent's Financial Year
      and each period of twelve months ending on the last day of each Financial
      Quarter of the Parent's Financial Year.

     

    "Retained
      Cash"
      means
      the aggregate of:

     

    
      	 	
              (a)

            	
              Net
                Proceeds permitted to be retained and not required to be immediately
                prepaid or reinvested in the business of the
                Group;

            


    

     

    
      	 	
              (b)

            	
              Excess
                Cashflow arising from a previous Financial Year which the Company
                is not obliged to prepay (including any Unused Amount and any de
                minimis
                amount which has been permitted to be deducted in calculating that
                Excess
                Cashflow in a previous Financial Year);
                and

            


    

     

    
      	 	
              (c)

            	
              any
                IPO Proceeds permitted to be retained (including from any IPO of
                the
                Non-Core Business); and

            


    

     

    
      	 	
              (d)

            	
              any
                Net Proceeds permitted to be retained from any disposal of assets
                of the
                Non-Core Business,

            


    

     

    in
      each
      case to the extent not already taken into account in any other paragraph of
      the
      relevant definition or otherwise applied in any manner permitted by the Finance
      Documents.

     

    "Senior
      Consolidated Total Net Debt"
      means,
      at any time, the Consolidated Total Net Debt after deducting that part of the
      Consolidated Total Net Debt attributable to the Facility.

     

    "Senior
      Debt Cover"
      means,
      in respect of any Relevant Period, the ratio of Senior Consolidated Total Net
      Debt on the last day of that Relevant Period to the Consolidated EBITDA for
      that
      Relevant Period. 

     

    "Trapped
      Cash"
      means
      20 per cent. of the cash balances held in members of the Group incorporated
      in
      Israel as at the relevant date provided
      that
      such
      percentage may be reduced and/or increased if the Parent delivers to the
      Facility Agent a certificate confirming that it is feasible and/or necessary,
      based upon advice from its professional advisers, to extract cash from Israel
      at
      such lower or higher percentage cost.

     

    "Unused
      Amount"
      has the
      meaning given that term in Clause 23.2
      (Financial
      condition).

     

    "Working
      Capital"
      means
      on any date Current Assets less Current Liabilities.

     

    
      	
              23.2

            	
              Financial
                condition

            


    

    The
      Parent shall ensure that:

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              Cashflow
                Cover:
                Cashflow Cover in respect of any Relevant Period specified in column
                1
                below shall not be less than the ratio set out in column 2 below
                opposite
                that Relevant Period.

            


    

     

    
      
        
          	
                  Column
                    1

                  Relevant
                    Period

                	
                  Column
                    2

                  Ratio

                
	 	 
	
                  Relevant
                    Period expiring 30 September 2009

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 December 2009

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 March 2010

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 June 2010

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 September 2010

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 December 2010

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 March 2011

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 June 2011

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 September 2011

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 December 2011

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 March 2012

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 June 2012

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 September 2012

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 December 2012

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 March 2013

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 June 2013

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 September 2013

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 December 2013

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 March 2014

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 June 2014

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 September 2014

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 December 2014

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 March 2015

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 June 2015

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 30 September 2015

                	
                  1:1

                
	 	 
	
                  Relevant
                    Period expiring 31 December 2015

                	
                  1:1

                


        

         

        
          
            
            

          

          
            103

            
              

            

          

          
            
            

          

        

         

      

    

    
      	 	
              (b)

            	
              Interest
                Cover:
                Interest Cover in respect of any Relevant Period specified in column
                1
                below shall be or shall exceed the ratio set out in column 2 below
                opposite that Relevant Period.

            


    

     

    
      	
              Column
                1

              Relevant
                Period

            	
              Column
                2

              Ratio

            
	 	 
	
              Relevant
                Period expiring 30 June 2009

            	
              1.25:1

            
	 	 
	
              Relevant
                Period expiring 30 September 2009

            	
              1.40:1

            
	 	 
	
              Relevant
                Period expiring 31 December 2009

            	
              1.45:1

            
	 	 
	
              Relevant
                Period expiring 31 March 2010

            	
              1.45:1

            
	 	 
	
              Relevant
                Period expiring 30 June 2010

            	
              1.50:1

            
	 	 
	
              Relevant
                Period expiring 30 September 2010

            	
              1.60:1

            
	 	 
	
              Relevant
                Period expiring 31 December 2010

            	
              1.65:1

            
	 	 
	
              Relevant
                Period expiring 31 March 2011

            	
              1.70:1

            
	 	 
	
              Relevant
                Period expiring 30 June 2011

            	
              1.75:1

            
	 	 
	
              Relevant
                Period expiring 30 September 2011

            	
              1.85:1

            
	 	 
	
              Relevant
                Period expiring 31 December 2011

            	
              1.90:1

            
	 	 
	
              Relevant
                Period expiring 31 March 2012

            	
              1.95:1

            
	 	 
	
              Relevant
                Period expiring 30 June 2012

            	
              2.00:1

            
	 	 
	
              Relevant
                Period expiring 30 September 2012

            	
              2.00:1

            
	 	 
	
              Relevant
                Period expiring 31 December 2012

            	
              2.05:1

            
	 	 
	
              Relevant
                Period expiring 31 March 2013

            	
              2.10:1

            
	 	 
	
              Relevant
                Period expiring 30 June 2013

            	
              2.20:1

            
	 	 
	
              Relevant
                Period expiring 30 September 2013

            	
              2.30:1

            
	 	 
	
              Relevant
                Period expiring 31 December 2013

            	
              2.35:1

            
	 	 
	
              Relevant
                Period expiring 31 March 2014

            	
              2.40:1

            
	 	 
	
              Relevant
                Period expiring 30 June 2014

            	
              2.50:1

            
	 	 
	
              Relevant
                Period expiring 30 September 2014

            	
              2.60:1

            
	 	 
	
              Relevant
                Period expiring 31 December 2014

            	
              2.60:1

            
	 	 
	
              Relevant
                Period expiring 31 March 2015

            	
              2.60:1

            
	 	 
	
              Relevant
                Period expiring 30 June 2015

            	
              2.60:1

            
	 	 
	
              Relevant
                Period expiring 30 September 2015

            	
              2.60:1

            
	 	 
	
              Relevant
                Period expiring 31 December 2015

            	
              2.60:1

            


    

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Debt
                Cover:
                Debt Cover in respect of any Relevant Period specified in column
                1 below
                shall not exceed the ratio set out in column 2 below opposite that
                Relevant Period.

            


    

     

    
      	
              Column
                1

              Relevant
                Period

            	
              Column
                2

              Ratio

            
	 	 
	
              Relevant
                Period expiring 30 June 2009

            	
              7.90:1

            
	 	 
	
              Relevant
                Period expiring 30 September 2009

            	
              7.75:1

            
	 	 
	
              Relevant
                Period expiring 31 December 2009

            	
              7.25:1

            
	 	 
	
              Relevant
                Period expiring 31 March 2010

            	
              7.00:1

            
	 	 
	
              Relevant
                Period expiring 30 June 2010

            	
              6.90:1

            
	 	 
	
              Relevant
                Period expiring 30 September 2010

            	
              6.15:1

            
	 	 
	
              Relevant
                Period expiring 31 December 2010

            	
              6.00:1

            
	 	 
	
              Relevant
                Period expiring 31 March 2011

            	
              5.75:1

            
	 	 
	
              Relevant
                Period expiring 30 June 2011

            	
              5.60:1

            
	 	 
	
              Relevant
                Period expiring 30 September 2011

            	
              5.15:1

            
	 	 
	
              Relevant
                Period expiring 31 December 2011

            	
              5.10:1

            
	 	 
	
              Relevant
                Period expiring 31 March 2012

            	
              4.85:1

            
	 	 
	
              Relevant
                Period expiring 30 June 2012

            	
              4.60:1

            
	 	 
	
              Relevant
                Period expiring 30 September 2012

            	
              4.15:1

            
	 	 
	
              Relevant
                Period expiring 31 December 2012

            	
              4.00:1

            
	 	 
	
              Relevant
                Period expiring 31 March 2013

            	
              3.75:1

            
	 	 
	
              Relevant
                Period expiring 30 June 2013

            	
              3.55:1

            
	 	 
	
              Relevant
                Period expiring 30 September 2013

            	
              3.55:1

            
	 	 
	
              Relevant
                Period expiring 31 December 2013

            	
              3.55:1

            
	 	 
	
              Relevant
                Period expiring 31 March 2014

            	
              3.55:1

            
	 	 
	
              Relevant
                Period expiring 30 June 2014

            	
              3.55:1

            
	 	 
	
              Relevant
                Period expiring 30 September 2014

            	
              3.55:1

            
	 	 
	
              Relevant
                Period expiring 31 December 2014

            	
              3.55:1

            
	 	 
	
              Relevant
                Period expiring 31 March 2015

            	
              3.55:1

            
	 	 
	
              Relevant
                Period expiring 30 June 2015

            	
              3.55:1

            
	 	 
	
              Relevant
                Period expiring 30 September 2015

            	
              3.55:1

            
	 	 
	
              Relevant
                Period expiring 31 December 2015

            	
              3.55:1

            


    

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              Capital
                Expenditure:
                The aggregate Capital Expenditure (other than Capital Expenditure
                funded
                from Retained Cash, Company New Equity or Company Subordinated Debt)
                of
                the Group in respect of each Financial Year of the Parent specified
                in
                column 1 below shall not exceed the amount set out in column 2 below
                opposite that Financial Year.

            


    

     

    
      	
              Column
                1

              Financial
                Year Ending

            	 	
              Column 2

              Maximum Capital Expenditure

            	 
	 	 	 	 
	
              30
                June 2009

            	 	
              $

            	
              31,000,000

            	 
	 	 	 	 	 
	
              30
                June 2010

            	 	
              $

            	
              37,000,000

            	 
	 	 	 	 	 
	
              30
                June 2011

            	 	
              $

            	
              36,500,000

            	 
	 	 	 	 	 
	
              30
                June 2012

            	 	
              $

            	
              41,500,000

            	 
	 	 	 	 	 
	
              30
                June 2013

            	 	
              $

            	
              46,000,000

            	 
	 	 	 	 	 
	
              30
                June 2014

            	 	
              $

            	
              51,500,000

            	 
	 	 	 	 	 
	
              30
                June 2015

            	 	
              $

            	
              57,500,000

            	 
	 	 	 	 	 
	
              30
                June 2016

            	 	
              $

            	
              64,000,000

            	 


    

     

    If
      in any
      Financial Year (the "Original
      Financial Year")
      the
      amount of the Capital Expenditure spent is less than the maximum amount
      permitted to be spent for that Original Financial Year (the difference being
      referred to below as the "Unused
      Amount"),
      then
      the maximum expenditure set out in column 2 above for the immediately following
      Financial Year (the "Carry
      Forward Year")
      shall
      be increased by an amount equal to 50 per cent. of the Unused
      Amount.

     

    In
      any
      Carry Forward Year, the original amount specified in column 2 above shall be
      treated as having been incurred after any Unused Amount carried forward into
      such Carry Forward Year.

     

    Up
      to 25
      per cent. of permitted Capital Expenditure from the next Financial Year may
      be
      carried back to such Financial Year with a corresponding reduction for the
      next
      following Financial Year.

     

    If
      the
      Group makes a Permitted Acquisition which:

     

    
      	 	
              (i)

            	
              increases
                Consolidated EBITDA,

            


    

     

    then
      the
      amount of the maximum Capital Expenditure permitted
      above shall be increased by an amount equal to 120 per cent. of the Capital
      Expenditure budgeted for the entities acquired pursuant to the Permitted
      Acquisition.

     

    
      	
              23.3

            	
              Financial
                testing

            


    

    
      	
              (a)

            	
              Subject
                to paragraphs (c) and (d) below, the financial covenants set out
                in Clause
                23.2
                (Financial
                condition)
                shall be calculated in accordance with the Accounting Principles
                (as
                applied in the Base Case Model except as changed in accordance with
                this
                Agreement) and tested by reference to each of the financial statements
                and/or each Compliance Certificate delivered pursuant to Clause
                22.2
                (Provision
                and contents of Compliance Certificate).
                No item shall be taken into account more than once in any
                calculation.

            


    

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              In
                respect of any Relevant Period, the exchange rate used in relation
                to
                Consolidated Total Net Debt shall be the exchange rate used in respect
                of
                the Term Facilities for the euro/dollar hedge entered into by the
                Company
                on or before Closing to the extent hedged. The effect of all unrealised
                currency exchange gains and losses shall be
                excluded.

            


    

     

    
      	
              (c)

            	
              For
                each of the Relevant Periods ending on a date which is less than
                12 months
                after Closing:

            


    

     

    
      	 	
              (i)

            	
              for
                the purpose of Cashflow Cover, Consolidated Cashflow and Net Debt
                Service
                shall be calculated on an actual basis for the period from the first
                day
                of the first Financial
                Quarter falling after Closing to the relevant test
                date;

            


    

     

    
      	 	
              (ii)

            	
              for
                the purposes of Interest Cover only, Consolidated Net Finance Charges
                for
                the complete Financial Quarters which have elapsed since Closing
                shall be
                annualised; and

            


    

     

    
      	 	
              (iii)

            	
              for
                all other purposes, all items shall be calculated on an actual basis
                over
                the previous 12 month period.

            


    

     

    
      	
              (d)

            	
              For
                the purpose of calculation of any financial covenant ratio (other
                than in
                relation to Excess Cashflow) (the "Acquisition
                and Disposal Adjustment"):

            


    

     

    
      	 	
              (i)

            	
              there
                shall be included in determining Consolidated EBITDA and Consolidated
                Cashflow for any Relevant Period (including the portion thereof occurring
                prior to the relevant acquisition):

            


    

     

    
      	 	
              (A)

            	
              the
                earnings before interest, tax, depreciation and amortisation (calculated
                on the same basis as Consolidated EBITDA, mutatis
                mutandis)
                and cashflow (calculated on the same basis as Consolidated Cashflow,
                mutatis
                mutandis)
                for the period of any person, property, business or material fixed
                asset
                acquired and not subsequently sold, transferred or otherwise disposed
                of
                by any member of the Group during such period (each such person,
                property,
                business or asset acquired and not subsequently disposed of an
                "Acquired
                Entity or Business");
                and

            


    

     

    
      	 	
              (B)

            	
              if
                material (unless, in relation to any material adjustment which could
                be
                made as a result of net cost savings, the Parent elects not to include
                such net cost savings in the determination of Consolidated EBITDA),
                an
                adjustment in respect of each Acquired Entity or Business acquired
                during
                such period equal to the amount of the Pro Forma Adjustment (as defined
                in
                paragraph (v) below) with respect to such Acquired Entity or Business
                for
                such period; and

            


    

     

    
      	 	
              (ii)

            	
              there
                shall be excluded in determining Consolidated EBITDA and Consolidated
                Cashflow for any period the earnings before interest, tax, depreciation
                and amortisation (calculated on the same basis as Consolidated EBITDA,
                mutatis
                mutandis)
                and cashflow (calculated on the same basis as Consolidated Cashflow,
                mutatis
                mutandis)
                of any person, property, business or material fixed asset sold,
                transferred or otherwise disposed of by any member of the Group during
                such period (including the portion thereof occurring prior to such
                sale,
                transfer, disposition or conversion) (each such person, property,
                business
                or asset so sold or disposed of, a "Sold
                Entity or Business");

            


    

     

    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              Consolidated
                Net Finance Charges and Net Debt Service will be adjusted to reflect
                the
                assumption or repayment of debt relating to any Acquired Entity or
                Business or Sold Entity or
                Business;

            


    

     

    
      	 	
              (iv)

            	
              Capital
                Expenditure will be adjusted to reflect the Capital Expenditure relating
                to any Acquired Entity or Business or Sold Entity or Business;
                and

            


    

     

    
      	 	
              (v)

            	
              for
                the purposes of this Clause 23.3
                "Pro
                Forma Adjustment"
                shall mean, for any Relevant Period that includes any of the four
                Financial Quarters first following the acquisition of or investment
                in an
                Acquired Entity or Business, with respect to the Consolidated EBITDA
                and
                Consolidated Cashflow of that Acquired Entity or Business, the
                pro
                forma
                increase or decrease in such Consolidated EBITDA and Consolidated
                Cashflow
                projected by the Parent in good faith as a result of reasonably
                identifiable and supportable net cost savings or additional net costs,
                as
                the case may be, realisable during such period by combining the operations
                of such Acquired Entity or Business with the operations of the Parent
                and
                its Subsidiaries, which, if above $10,000,000 has been verified by
                one of
                the Big Four Accountants, provided
                that so
                long as such net cost savings or additional net costs will be realisable
                at any time during such period, it may be assumed, for purposes of
                projecting such pro
                forma
                increase or decrease to such Consolidated EBITDA and Consolidated
                Cashflow, that such net cost savings or additional net costs will
                be
                realisable during such period and, provided
                further that any
                such pro
                forma
                increase or decrease to such Consolidated EBITDA and Consolidated
                Cashflow
                shall be without duplication for net cost savings or additional net
                costs
                actually realised during such period and already included in such
                Consolidated EBITDA and Consolidated
                Cashflow.

            


    

     

    
      	
              (e)

            	
              In
                the event of a breach of Clause 23.2(a)
                (Cashflow
                Cover),
                Clause 23.2(b)
                (Interest
                Cover)
                or Clause 23.2(c)
                (Debt
                Cover)
                and no later than 15 Business Days after the date on which the relevant
                Compliance Certificate is required to be delivered (the "Equity
                Cure Period")
                and provided
                that
                such Compliance Certificate is accompanied by a notice of intent
                to cure,
                signed by the chief financial officer or a director of the Parent
                and
                outlining, in reasonable detail, the steps being taken to remedy
                the
                breach (a "Cure
                Notice"),
                if the Company receives (directly or indirectly) the cash proceeds
                of
                Company New Equity or Company Subordinated Debt and applies the same
                in
                prepayment of the Facility in accordance with Clause 9.3 (Application
                of mandatory prepayments), then
                such financial covenants shall be recalculated as at the relevant
                test
                date for that Relevant Period and calculated for the Relevant Periods
                ending on each of the three subsequent Quarter Dates giving effect
                to the
                following pro
                forma
                adjustments: 

            


    

     

    
      	 	
              (i)

            	
              Consolidated
                Cashflow for the last quarter of the Relevant Period shall be increased
                solely for the purpose of measuring the financial covenant set out
                in
                Clause 23.2(a)
                above and not for any other purpose, by an amount equal to the amount
                of
                Company New Equity and/or Company Subordinated
                Debt;

            


    

     

    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              Consolidated
                Total Net Debt under this Agreement shall be decreased for the purpose
                of
                measuring the financial covenant set out in Clause 23.2(c)
                above by an amount equal to the Company New Equity and/or Company
                Subordinated Debt; and

            


    

     

    
      	 	
              (iii)

            	
              Consolidated
                Total Net Debt shall be deemed to have been decreased at the beginning
                of
                that Relevant Period as if there was a voluntary prepayment by an
                amount
                equal to the Company New Equity and/or Company Subordinated Debt
                and
                Consolidated Net Finance Charges for that Relevant Period recalculated
                assuming such a prepayment solely for the purpose of measuring the
                financial covenant set out in Clause 23.2(b)
                above.

            


    

     

    If,
      after
      giving effect to the foregoing recalculations, the Company shall then be in
      compliance with the requirements of all financial covenants the Company shall
      be
      deemed to have satisfied the requirements of such financial covenants as of
      the
      relevant date of determination with the same effect as though there had been
      no
      failure to comply therewith at such date, and the applicable breach or default
      of such financial covenants which had occurred shall be deemed cured for all
      purposes of the Finance Documents.

     

    During
      the Equity Cure Period, if a Cure Notice was delivered, a Default (but not
      an
      Event of Default) shall be deemed to be continuing unless and until the cash
      proceeds of such Company
      New Equity or Company Subordinated Debt is applied in accordance with this
      Clause.

     

    The
      above
      equity cure right may be exercised no more than four times over the life of
      the
      Facility, and may not be used in consecutive Financial Quarters.

     

    
      	
              24.

            	
              
                GENERAL
                  UNDERTAKINGS

              

            


    

     

    The
      undertakings in this Clause 24
      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.

     

    Authorisations
      and compliance with laws

     

    
      	
              24.1

            	
              Authorisations

            


    

    Subject
      to the Reservations and the Perfection Requirements, each Obligor shall promptly
      obtain, comply with and do all that is necessary to maintain in full force
      and
      effect any Authorisation required under any applicable law to:

     

    
      	 	
              (a)

            	
              enable
                it to perform its obligations under the Finance Documents
                and Scheme Documents;

            


    

     

    
      	 	
              (b)

            	
              ensure
                the legality, validity, enforceability or admissibility in evidence
                of any
                Finance Document or, where failure to do so would have a Material
                Adverse
                Effect, Scheme Document; and

            


    

     

    
      	 	
              (c)

            	
              carry
                on its business, where failure to do so has a Material Adverse
                Effect.

            


    

     

    
      	
              24.2

            	
              Compliance
                with laws

            


    

    Each
      Obligor shall (and the Company
      shall ensure that each member of the Group will) comply in all respects with
      all
      laws to which it is subject including the Foreign Corrupt Practices Act (15
      USC
§§78dd-1 et seq.), if applicable, if failure so to comply would have a Material
      Adverse Effect.

     

    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    

     

    
      	
              24.3

            	
              Environmental
                compliance

            


    

    Each
      Obligor shall (and the Company
      shall ensure that each member of the Group will):

     

    
      	 	
              (a)

            	
              comply
                with all Environmental Laws;

            


    

     

    
      	 	
              (b)

            	
              obtain,
                maintain and ensure compliance with all requisite Environmental Permits;
                and

            


    

     

    
      	 	
              (c)

            	
              implement
                procedures to monitor compliance with and to prevent liability under
                any
                Environmental Law,

            


    

     

    where
      failure to do so would have a Material Adverse Effect.

     

    
      	
              24.4

            	
              Taxation

            


    

    Each
      Obligor shall (and the Company
      shall ensure that each member of the Group will) pay and discharge all Taxes
      imposed upon it or its assets within the time period allowed or, if later,
      before incurring material penalties unless and only to the extent
      that:

     

    
      	 	
              (a)

            	
              such
                payment is being contested in good faith
                and in accordance with any relevant
                procedures;

            


    

     

    
      	 	
              (b)

            	
              adequate
                reserves are being maintained in accordance with the Accounting Principles
                for those Taxes and the costs required to contest them which have
                been
                disclosed in its latest financial statements (or where incurred
                subsequently will be disclosed in the next financial statements)
                delivered
                to the Facility Agent under Clause 22.1
                (Financial
                statements)
                (if required to be disclosed under the Accounting Principles);
                and

            


    

     

    
      	 	
              (c)

            	
              such
                payment can be withheld without incurring material penalties and
                failure
                to pay those Taxes does not have a Material Adverse
                Effect.

            


    

     

    Restrictions
      on business focus

     

    
      	
              24.5

            	
              Merger

            


    

    No
      Obligor shall (and the Company
      shall ensure that no other member of the Group will) enter into any
      amalgamation, demerger, merger, consolidation or corporate reconstruction other
      than a Permitted Transaction.

     

    
      	
              24.6

            	
              Change
                of business

            


    

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

     

    
      	
              24.7

            	
              Acquisitions

            


    

    
      	
              (a)

            	
              Except
                as permitted under paragraph (b) below, no Obligor shall (and the
                Company
                shall ensure that no other member of the Group will) acquire a company
                or
                any shares or securities or a business or undertaking (or, in each
                case,
                any interest in any of them).

            


    

     

    
      	
              (b)

            	
              Paragraph
                (a) above does not apply to an acquisition of a company, of shares,
                securities or a business or undertaking (or, in each case, any interest
                in
                any of them) or the incorporation of a company which is a Permitted
                Acquisition. 

            


    

     

    
      
        
        

      

      
        110

        
          

        

      

      
        
        

      

    

     

    
      	
              24.8

            	
              Joint
                ventures

            


    

    
      	
              (a)

            	
              Except
                as permitted under paragraph (b) below, no Obligor shall (and the
                Company
                shall ensure that no member of the Group
                will):

            


    

     

    
      	 	
              (i)

            	
              enter
                into, invest in or acquire (or agree to invest
                in or acquire, unless such agreement is subject to Majority Lender
                approval) any shares, stocks, securities or other interest in any
                Joint
                Venture; or

            


    

     

    
      	 	
              (ii)

            	
              transfer
                any assets or lend to or guarantee or give an indemnity for or give
                Security for the obligations of a Joint Venture or maintain the solvency
                of or provide working capital to any Joint Venture (or agree to do
                any of
                the foregoing, unless such agreement is subject to Majority Lender
                approval).

            


    

     

    
      	
              (b)

            	
              Paragraph
                (a) above does not apply to any acquisition (or agreement to acquire)
                any
                interest in a Joint Venture or transfer of assets (or agreement to
                transfer assets) to a Joint Venture or loan made to or guarantee
                given in
                respect of the obligations of a Joint Venture if such transaction
                is a
                Permitted Joint Venture. 

            


    

     

    
      	
              24.9

            	
              Holding
                Companies

            


    

    Notwithstanding
      any other provision of this Agreement, the Parent
      shall not trade, carry on any business, own any assets or incur any liabilities
      except for:

     

    
      	 	
              (a)

            	
              a
                Permitted Holding Company Activity (subject to the proviso in such
                definition); and

            


    

     

    
      	 	
              (b)

            	
              (for
                the avoidance of doubt) any activity specifically permitted for the
                Parent
                under the definitions of Permitted Acquisition, Permitted Disposal,
                Permitted Financial Indebtedness, Permitted Guarantee, Permitted
                Loan,
                Permitted Payment, Permitted Security, Permitted Share Issue or Permitted
                Transaction.

            


    

     

    
      	
              24.10

            	
              Centre
                of main interests and
                establishments

            


    

    No
      Obligor whose jurisdiction of incorporation is in a member state of the European
      Union
      shall
      deliberately change its "centre of main interests" (as that term is used in
      Article 3(1) of The Council of the European Union Regulation No. 1346/2000
      on
      Insolvency Proceedings (the "Regulation"))
      in a
      manner which would materially and adversely affect the interests of the Lenders
      as a whole.

     

    Restrictions
      on dealing with assets and Security

     

    
      	
              24.11

            	
              Pari
                passu ranking

            


    

    Each
      Obligor shall ensure that at all times any claims of a Finance Party or Hedge
      Counterparty against it under the Finance Documents rank at least pari
      passu
      with the
      claims of all its other unsecured and unsubordinated creditors except those
      creditors whose claims are mandatorily preferred by laws of general application
      to companies.

     

    
      	
              24.12

            	
              Negative
                pledge

            


    

    In
      this
      Clause 24.12,
      "Quasi-Security"
      means a
      transaction described in paragraph (b) below.

     

    Except
      as
      permitted under paragraph (c) below:

     

    
      	 	
              (a)

            	
              No
                Obligor shall (and the Company
                shall ensure that no other member of the Group will) create or permit
                to
                subsist any Security over any of its
                assets.

            


    

     

    
      
        
        

      

      
        111

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              No
                Obligor shall (and the Company shall ensure that no other member
                of the
                Group will):

            


    

     

    
      	 	
              (i)

            	
              sell,
                transfer or otherwise dispose to any person who is not a member of
                the
                Group of any of its assets on terms whereby they are or may be leased
                to
                or re-acquired by an Obligor
                or
                by any other member of the Group;

            


    

     

    
      	 	
              (ii)

            	
              sell,
                transfer or otherwise dispose of any of its receivables to any person
                who
                is not a member of the Group on recourse
                terms;

            


    

     

    
      	 	
              (iii)

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

            


    

     

    
      	 	
              (iv)

            	
              enter
                into any other preferential arrangement having a similar
                effect,

            


    

     

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

     

    
      	 	
              (c)

            	
              Paragraphs
                (a) and (b) above do not apply to any Security or (as the case may
                be)
                Quasi-Security, which is
                Permitted Security. 

            


    

     

    
      	
              24.13

            	
              Disposals

            


    

    
      	
              (a)

            	
              Except
                as permitted under paragraph (b) below, no Obligor shall (and the
                Company
                shall ensure that no member of the Group will) enter into a single
                transaction or a series of transactions (whether related or not)
                and
                whether voluntary or involuntary to sell, lease, transfer or otherwise
                dispose of any asset.

            


    

     

    
      	
              (b)

            	
              Paragraph
                (a) above does not apply to any sale, lease, transfer or other disposal
                which is a Permitted Disposal. 

            


    

     

    
      	
              24.14

            	
              Preservation
                of assets

            


    

    The
      Group
      shall preserve sufficient title to, or valid leases or licences of, and all
      appropriate authorisations to use, the assets necessary to carry on the business
      of the Group as it is presently conducted where failure to do so would have
      a
      Material Adverse Effect.

     

    
      	
              24.15

            	
              Arm's
                length basis

            


    

    
      	
              (a)

            	
              Except
                as permitted by paragraph (b) below, no Obligor shall (and the
                Company
                shall ensure no member of the Group will) enter into any material
                transaction with any Investor, their Affiliates (other than a member
                of
                the Group) or any person not being a member of the Group except on
                arm's
                length terms or better.

            


    

     

    
      	
              (b)

            	
              The
                following transactions shall not be a breach of this Clause 24.15:

            


    

     

    
      	 	
              (i)

            	
              intra-Group
                loans permitted under Clause 24.16
                (Loans
                or credit);

            


    

     

    
      	 	
              (ii)

            	
              fees,
                costs and expenses payable under the Transaction Documents delivered
                to
                the Facility Agent under Clause 4.1
                (Initial
                conditions precedent)
                or agreed by the Facility Agent or as set out in the Funds Flow Statement;
                and

            


    

     

    
      	 	
              (iii)

            	
              any
                Permitted Transactions.

            


    

     

    
      
        
        

      

      
        112

        
          

        

      

      
        
        

      

    

     

    Restrictions
      on movement of cash - cash out

     

    
      	
              24.16

            	
              Loans
                or credit

            


    

    
      	
              (a)

            	
              Except
                as permitted under paragraph (b) below, no Obligor shall (and the
                Company
                shall ensure that no member of the Group will) be a creditor in respect
                of
                any Financial Indebtedness.

            


    

     

    
      	
              (b)

            	
              Paragraph
                (a) above does not apply to:

            


    

     

    
      	 	
              (i)

            	
              a
                Permitted Loan;

            


    

     

    
      	 	
              (ii)

            	
              a
                Permitted Payment; or

            


    

     

    
      	 	
              (iii)

            	
              a
                Permitted Guarantee.

            


    

     

    
      	
              24.17

            	
              No
                Guarantees or indemnities

            


    

    
      	
              (a)

            	
              Except
                as permitted under paragraph (b) below, no Obligor shall (and the
                Company
                shall ensure that no member of the Group will) incur or allow to
                remain
                outstanding any guarantee in respect of any obligation of any
                person.

            


    

     

    
      	
              (b)

            	
              Paragraph
                (a) above does not apply to a guarantee which
                is:

            


    

     

    
      	 	
              (i)

            	
              a
                Permitted Guarantee; or 

            


    

     

    
      	 	
              (ii)

            	
              a
                Permitted Transaction.

            


    

     

    
      	
              24.18

            	
              Dividends
                and share redemption

            


    

    
      	
              (a)

            	
              Except
                as permitted under paragraph (b) below, the Company
                shall ensure that no member of the Group (other than the Parent)
                will:

            


    

     

    
      	 	
              (i)

            	
              declare,
                make or pay any dividend, charge, fee or other distribution (or interest
                on any unpaid dividend, charge, fee or other distribution) (whether
                in
                cash or in kind) on or in respect of its share capital (or any class
                of
                its share capital);

            


    

     

    
      	 	
              (ii)

            	
              repay
                or distribute any dividend or share premium
                reserve;

            


    

     

    
      	 	
              (iii)

            	
              pay
                or allow any member of the Group to pay any management, advisory
                or other
                fee to or to the order of the
                Parent or any of the shareholders of the Parent;
                or

            


    

     

    
      	 	
              (iv)

            	
              redeem,
                repurchase, defease, retire or repay any of its share capital or
                resolve
                to do so.

            


    

     

    
      	
              (b)

            	
              Paragraph
                (a) above does not apply to:

            


    

     

    
      	 	
              (i)

            	
              a
                Permitted Payment; or 

            


    

     

    
      	 	
              (ii)

            	
              a
                Permitted Transaction. 

            


    

     

    
      	
              24.19

            	
              Subordinated
                Debt

            


    

    
      	
              (a)

            	
              Except
                as permitted under paragraph (b) below, the Company
                shall ensure that no member of the Group (other than the Parent),
                will:

            


    

     

    
      	 	
              (i)

            	
              repay
                or prepay any principal amount (or capitalised interest) outstanding
                under
                the Facility, the Vendor Documents,
                the Company Subordinated Debt or the Parent Subordinated
                Debt;

            


    

     

    
      	 	
              (ii)

            	
              pay
                any interest or any other amounts payable in connection with the
                Facility,
                the Vendor Documents, the Company Subordinated Debt or the Parent
                Subordinated Debt; or

            


    

     

    
      
        
        

      

      
        113

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              purchase,
                redeem, defease or discharge, exchange or enter into any sub-participation
                arrangements in respect of any amount outstanding with respect to
                the
                Facility, the Vendor Documents or the Company Subordinated Debt or
                the
                Parent Subordinated Debt; or

            


    

     

    
      	 	
              (iv)

            	
              make
                any other payment (whether directly or indirectly) to the Parent
                or to an
                Investor (or any entity through which that Investor holds its interest
                in
                the Parent).

            


    

     

    
      	
              (b)

            	
              Paragraph
                (a) does not apply to a payment, repayment, prepayment, purchase,
                redemption, defeasance or discharge which
                is:

            


    

     

    
      	 	
              (i)

            	
              a
                Permitted Payment; or 

            


    

     

    
      	 	
              (ii)

            	
              a
                Permitted Transaction.

            


    

     

    Restrictions
      on movement of cash - cash in

     

    
      	
              24.20

            	
              Financial
                Indebtedness

            


    

    
      	
              (a)

            	
              Except
                as permitted under paragraph (b) below, no Obligor shall (and the
                Company
                shall ensure that no member of the Group will) incur or allow to
                remain
                outstanding any Financial
                Indebtedness.

            


    

     

    
      	
              (b)

            	
              Paragraph
                (a) above does not apply to Financial Indebtedness which
                is:

            


    

     

    
      	 	
              (i)

            	
              Permitted
                Financial Indebtedness; or

            


    

     

    
      	 	
              (ii)

            	
              a
                Permitted Transaction.

            


    

     

    
      	
              24.21

            	
              Share
                capital

            


    

    No
      Obligor shall (and the Company
      shall ensure no member of the Group will) issue any shares except pursuant
      to:

     

    
      	 	
              (a)

            	
              a
                Permitted Share Issue; or

            


    

     

    
      	 	
              (b)

            	
              a
                Permitted Transaction.

            


    

     

    Miscellaneous

     

    
      	
              24.22

            	
              Insurance

            


    

    
      	
              (a)

            	
              Each
                Obligor
                shall (and the Company shall ensure that each member of the Group
                will)
                maintain insurances on and in relation to its business and assets
                against
                those material risks and to the extent as is usual for companies
                carrying
                on the same or substantially similar
                business.

            


    

     

    
      	
              (b)

            	
              All
                insurances must be with reputable independent insurance companies
                or
                underwriters.

            


    

     

    
      	
              24.23

            	
              Pensions

            


    

    The
      Company
      shall ensure that all pension schemes operated by or maintained for the benefit
      of members of the Group and/or any of its employees are funded to the extent
      required by applicable local law and regulations where failure to do so would
      have a Material Adverse Effect.

     

    
      	
              24.24

            	
              Access

            


    

    While
      an
      Event of Default is continuing, upon reasonable notice being given by the
      Facility Agent and after consultation with the Company,
      each Obligor will procure that any one or more representatives of the Facility
      Agent and/or the Security Agent and/or accountants or other professional
      advisers appointed by the Facility Agent and/or the Security Agent are allowed
      access during normal business hours (at the cost of the Company) to the
      premises, books and accounts of each member of the Group provided
      that
      all
      information obtained as a result of such access shall be subject to the
      confidentiality restrictions set out in this Agreement.

     

    
      
        
        

      

      
        114

        
          

        

      

      
        
        

      

    

     

    
      	
              24.25

            	
              Intellectual
                Property

            


    

    Each
      Obligor shall (and the Company
      shall procure that each member of the Group will):

     

    
      	 	
              (a)

            	
              preserve
                and maintain the subsistence and validity of the Intellectual Property
                necessary for the business of the relevant member of the
                Group;

            


    

     

    
      	 	
              (b)

            	
              use
                reasonable endeavours to prevent any infringement in any material
                respect
                of the Intellectual Property;

            


    

     

    
      	 	
              (c)

            	
              make
                registrations and pay all registration fees and taxes necessary to
                maintain the Intellectual Property in full force and effect and record
                its
                interest in that Intellectual
                Property;

            


    

     

    
      	 	
              (d)

            	
              not
                use or permit the Intellectual Property to be used in a way or take
                any
                step or omit to take any step in respect of that Intellectual Property
                which may materially and adversely affect the existence or value
                of the
                Intellectual Property or imperil the right of any member of the Group
                to
                use such property; and

            


    

     

    
      	 	
              (e)

            	
              not
                discontinue the use of the Intellectual
                Property,

            


    

     

    where,
      in each
      case, failure to do so would have a Material Adverse Effect.

     

    
      	
              24.26

            	
              Amendments

            


    

    No
      Obligor shall (and the Company
      shall ensure that no member of the Group will) amend, vary, novate, supplement,
      supersede, waive or terminate the share transfer provisions in the
      constitutional documents of any member of the Group whose shares are pledged
      under the Transaction Security Documents except in each case in writing in
      a way
      which would not materially and adversely affect the interests of the Lenders
      taken as a whole.

     

    
      	
              24.27

            	
              Financial
                assistance

            


    

    Each
      Obligor shall (and the Company
      shall procure that each member of the Group will), where applicable, comply
      in
      all respects with Sections 151 to 158 of the United Kingdom Companies Act 1985
      and any equivalent legislation in other jurisdictions including in relation
      to
      the execution of the Transaction Security Documents and payment of amounts
      due
      under this Agreement.

     

    
      	
              24.28

            	
              Treasury
                Transactions

            


    

    
      	
              (a)

            	
              No
                Obligor shall (and the Company
                will procure that no members of the Group will) enter into any Treasury
                Transaction, other than:

            


    

     

    
      	 	
              (i)

            	
              the
                hedging transactions contemplated by the Hedging Letter and documented
                by
                the Hedging Agreements;

            


    

     

    
      	 	
              (ii)

            	
              spot
                and forward delivery foreign exchange contracts entered into in the
                ordinary course of business and not for speculative
                purposes;

            


    

     

    
      
        
        

      

      
        115

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              any
                Treasury Transaction that the Group elects to enter into in respect
                of the
                euro denominated portions of the Senior
                Facilities and/or euro denominated portions of the Facility;
                and

            


    

     

    
      	 	
              (iv)

            	
              any
                Treasury Transaction entered into for the hedging of actual or projected
                real exposures arising in the ordinary course of trading activities
                of a
                member of the Group and not for speculative
                purposes.

            


    

     

    
      	
              (b)

            	
              The
                Company
                shall ensure that all currency and interest rate hedging arrangements
                contemplated by the Hedging Letter are implemented in accordance
                with the
                terms of the Hedging Letter and that such arrangements are not terminated,
                varied or cancelled without the consent of the Facility Agent (acting
                on
                the instructions of the Majority Lenders), save (in the case of
                arrangements documented by the Hedging Agreements) as permitted by
                the
                Intercreditor Agreement.

            


    

     

    
      	
              24.29

            	
              Cash
                Management

            


    

    
      	
              (a)

            	
              After
                the Clean-Up Date
                in
                respect of the Acquisition, and subject to paragraph (b) below, each
                Obligor will use reasonable endeavours to ensure that it shall not,
                and
                none of its Subsidiaries will, at any time, hold cash in excess of
                $30,000,000 (or its equivalent) in aggregate among all Obligors with
                any
                bank which is not an Approved Bank for more than 3
                months.

            


    

     

    
      	
              (b)

            	
              No
                Obligor shall be obliged at any time to procure that any Subsidiary
                transfers any cash under paragraph
                (a):

            


    

     

    
      	 	
              (i)

            	
              at
                a time when to do so would cause the Obligor or the Subsidiary (despite
                that person using all reasonable endeavours to avoid the relevant
                Tax
                liability) to incur a material Tax liability or to otherwise incur
                any
                material cost or expense;

            


    

     

    
      	 	
              (ii)

            	
              if
                (despite that person using all reasonable efforts to avoid the breach
                or
                result) to do so would breach:

            


    

     

    
      	 	
              (A)

            	
              any
                applicable law or agreement or result in personal liability for the
                Obligor or the Subsidiary or any of such person's directors or management;
                or

            


    

     

    
      	 	
              (B)

            	
              any
                directors or fiduciary duties or any regulatory requirements applicable
                to
                or agreement binding on the Obligor or the
                Subsidiary;

            


    

     

    
      	 	
              (iii)

            	
              if
                it involves a Subsidiary in which there is a minority
                interest;
                or

            


    

     

    
      	 	
              (iv)

            	
              if
                it involves an amount which is less than $1,000,000 (or its equivalent)
                for each such Subsidiary. 

            


    

     

    
      	
              24.30

            	
              Information

            


    

    Each
      Obligor shall (and the Company
      shall procure that each member of the Group will) ensure that any other
      information provided to the Finance Parties (other than as contained in the
      Information Memorandum and the Reports) is (to the best of its knowledge and
      belief having made due and careful enquiries) true and accurate in all material
      respects as at the time such information was provided.

     

    
      
         

      

      
        116

        
          

        

      

      
         

      

    

     

    
      	
              24.31

            	
              Auditors

            


    

    No
      Obligor will change its (and the Parent
      will not change the Group's) auditors save to any one of the Big Four
      Accountants.

     

    
      	
              24.32

            	
              Guarantors

            


    

    The
      Company shall
      ensure that any member of the Group which is a Material Company (other than
      a
      Material Company incorporated in France) shall, subject to the Security
      Principles, become an Additional Guarantor within 20 Business Days of delivery
      of the Compliance Certificate for the Annual Financial Statements or 20 Business
      Days of its acquisition, as the case may be in accordance with the terms hereof
      provided
      that
      there
      will be a grace period of 30 Business Days where such Material Company is
      incorporated in a jurisdiction in which no existing Obligor is
      incorporated.

     

    The
      Company shall ensure that:

     

    
      	 	
              (i)

            	
              on
                the date falling 90 days after Closing;
                and

            


    

     

    
      	 	
              (ii)

            	
              as
                at the end of each Financial Year (beginning with the Financial Year
                ended
                30 June 2009),

            


    

     

    the
      aggregate of the earnings before interest, tax, depreciation and amortisation
      (calculated on the same basis as Consolidated EBITDA, mutatis
      mutandis)
      and
      Gross Assets (as applicable) of the Guarantors and each French Guarantor (under
      and as defined in the Senior Facilities Agreement) (taking each entity on an
      unconsolidated basis and excluding all intra-group items) is no less than 80
      per
      cent. of the Consolidated EBITDA and Gross Assets (as applicable) of the Group
      (the "Guarantor
      Coverage").

     

    For
      the
      purposes of paragraph (i) above, Guarantor Coverage shall be determined by
      reference to (for the first test) the consolidated annual accounts of the Group
      for the financial year ending 30 June 2008 and (for each test
      thereafter) the most recent Annual Financial Statements (or other financial
      statements agreed between the Company and the Facility Agent).

     

    
      	
              (b)

            	
              The
                earnings before interest, tax, depreciation and amortisation (calculated
                on the same basis as Consolidated EBITDA, mutatis
                mutandis)
                and Gross Assets (as applicable) of each of Orbis and Jungo and their
                respective Subsidiaries shall not be included in the Consolidated
                EBITDA
                and Gross Assets (as applicable) of the Group for the calculation
                of the
                Guarantor Coverage.

            


    

     

    
      	
              (c)

            	
              In
                respect of Orbis or Jungo or any of their respective Subsidiaries,
                if on
                the date falling 24 Months after
                Closing:

            


    

     

    
      	 	
              (i)

            	
              it
                is still a wholly-owned member of the Group;
                and

            


    

     

    
      	 	
              (ii)

            	
              according
                to the Group's most recent Annual Financial Statements, it has EBITDA
                and/or Gross Assets on an unconsolidated basis representing 10
                per cent. or more of the Consolidated EBITDA or Gross Assets (as
                applicable) of the Group,

            


    

     

    it
      shall
      accede as a Guarantor and security over its shares shall be granted in favour
      of
      the Lenders
      (but it
      shall not be required to grant Security itself) provided
      that
      if the
      Company delivers a certificate to the Facility Agent no later than 3 Business
      Day's prior to the date falling 24 Months after Closing (such date being the
      "Notice
      Date")
      that
      there is a planned initial public offering of the shares in or disposal of,
      Orbis or Jungo or any of their Subsidiaries, the relevant company will not
      be
      required to accede as a Guarantor and no security over its shares will be
      required unless and until it is a wholly-owned member of the Group on the date
      falling 6 Months after the Notice Date.

     

    
      
        
        

      

      
        117

        
          

        

      

      
        
        

      

    

     

    
      	
              24.33

            	
              Consent
                to Scheme of Arrangement and Capital
                Reduction

            


    

    The
      Lenders (as creditors of the Company) hereby give their consent to the Scheme
      as
      envisaged in the Scheme Documents and the Capital Reduction as detailed in
      the
      Structure Memorandum. 

     

    
      	
              24.34

            	
              Takeover
                undertakings

            


    

    The
      Company shall (and from the date on which it becomes an Additional Obligor,
      the
      Parent will):

     

    
      	 	
              (a)

            	
              comply
                in all material respects with all laws and regulations relevant in
                the
                context of the Scheme;

            


    

     

    
      	 	
              (b)

            	
              not
                without the consent of the Facility Agent (acting on the instructions
                of
                the Majority Lenders) agree to amend, waive, revise, withdraw or
                agree to
                decide not to enforce in whole or in part any material term or material
                condition
                (including, without limitation, the conditions relating to competition
                clearances by the European Commission and pursuant to the Israeli
                Restrictive Business Practices Law 5748-1988 listed in Conditions
                7 and 8
                of Appendix I (Conditions) to the Press Release) of the Scheme where
                its
                agreement is required for such amendment, waiver, revision, withdrawal
                or
                decision unless:

            


    

     

    
      	 	
              (i)

            	
              by
                failing to so amend, waive, revise, withdraw or agree not to enforce
                any
                such term or condition the Company or the Parent would be entitled
                not to
                proceed with the Scheme;

            


    

     

    
      	 	
              (ii)

            	
              the
                Panel does not or would not (in each case were it to exercise jurisdiction
                over the Company) consent to the Company or the Parent not proceeding
                with
                the Scheme;

            


    

     

    
      	 	
              (iii)

            	
              it
                is to increase the purchase price in accordance with paragraph (e)
                below; or

            


    

     

    
      	 	
              (iv)

            	
              in
                the case of any material term, it does not materially and adversely
                affect
                the interests of the Lenders;

            


    

     

    
      	 	
              (c)

            	
              keep
                the Facility Agent reasonably informed as to the progress of the
                Scheme
                and any material developments in relation to the
                Scheme;

            


    

     

    
      	 	
              (d)

            	
              promptly
                supply to the Facility Agent copies of all documents, notices or
                announcements received or issued by it in relation to the Scheme
                which it
                is permitted to make available to the Facility Agent following its
                reasonable request for such
                information;

            


    

     

    
      	 	
              (e)

            	
              except
                with the prior written consent of the Facility Agent (acting on the
                instructions of the Majority Lenders) or if the excess is funded
                by way of
                Parent
                New Equity or Parent Subordinated Debt, not increase and ensure that
                there
                is no increase in the purchase price payable per share in the Parent
                above
                that agreed between the Arrangers and the
                Parent;

            


    

     

    
      
        
        

      

      
        118

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              unless
                required by any law or regulation (including in respect of the Panel)
                were
                it to exercise jurisdiction over the Company, the Company must not
                make
                any statement or announcement (other than the Press Release, the
                Scheme
                Documents or any required filings by the Parent with the Securities
                and
                Exchange Commission in respect of the Transaction) containing any
                information or statement concerning the Finance Documents or Finance
                Parties without the prior approval of the Facility Agent (acting
                on the
                instructions of the Majority Lenders) (such consent not to be unreasonably
                withheld or delayed);

            


    

     

    
      	 	
              (g)

            	
              ensure
                that the Parent has been re-registered as a private company prior
                to
                Closing;

            


    

     

    
      	 	
              (h)

            	
              deliver
                evidence that the Second Court Order has been granted and delivered
                for
                registration to the Registrar of Companies within 15 Business Days
                of
                Closing; and

            


    

     

    
      	 	
              (i)

            	
              ensure
                that the Scheme Documents contain all the material terms of the
                Scheme.

            


    

     

    
      	
              24.35

            	
              Further
                assurance

            


    

    
      	 	
              (a)

            	
              Each
                Obligor shall (and the Company shall procure that each member of
                the Group
                will) promptly do all such acts or execute all such documents (including
                assignments, transfers, mortgages, charges, notices and instructions)
                as
                the Security Agent may reasonably specify (and in such form as the
                Security Agent may reasonably require in favour of the Security Agent
                or
                its nominee(s)); 

            


    

     

    
      	 	
              (i)

            	
              subject
                to the Security Principles, to perfect within the time frames set
                out
                therein the Security created or intended to be created under or evidenced
                by the Transaction Security Documents (which may include the execution
                of
                a mortgage, charge, assignment or other Security over all or any
                of the
                assets which are, or are intended to be, the subject of the Transaction
                Security); 

            


    

     

    
      	 	
              (ii)

            	
              for
                the exercise of any rights, powers and remedies of the Security Agent
                or
                the Finance Parties provided by or pursuant to the Finance Documents
                or by
                law at the times provided; and/or

            


    

     

    
      	 	
              (iii)

            	
              following
                the occurrence of a Declared Default to facilitate the realisation
                of the
                assets which are, or are intended to be, the subject of Security
                under the
                Transaction Security Documents.

            


    

     

    
      	 	
              (b)

            	
              Subject
                to the Security Principles, if any Obligor which has entered into
                one or
                more Transaction Security Documents acquires a material asset (including
                any right, account, investment or otherwise) which is either not
                subject
                to that Transaction Security Document, or in relation to which a
                perfection requirement or other step must be taken in relation to
                that
                asset in connection with an existing Security Document, that Obligor
                shall
                (in all cases subject to the Security Principles) ensure that a
                Transaction Security Document is entered into, or as required by
                the
                applicable Transaction Security Document that a similar perfection
                requirement or other step is taken, in each case, in connection with
                that
                asset.

            


    

     

    
      
        
        

      

      
        119

        
          

        

      

      
        
        

      

    

     

    
      	
              24.36

            	
              Conditions
                subsequent

            


    

    
      	
              (a)

            	
              For
                each Guarantor listed in paragraph 5
                of
                Schedule
                12
                (Security
                Principles),
                the Vendor Loan Note Holder and the VLN Security Trustee, the Company
                shall provide as soon as practicable after Closing and in any event
                within
                90 days of Closing the documents set out in Part II of Schedule 2
                (Conditions
                Precedent and conditions subsequent)
                each in form and substance satisfactory to the Facility Agent (acting
                reasonably), to the extent not already so delivered and provided
                that such
                documents may be delivered within 180 days of Closing with respect
                to NDS
                Holdings B.V. (to the extent it has not been wound up).
                

            


    

     

    
      	
              (b)

            	
              Subject
                to the proviso in paragraph (a) above in respect of Transaction Security
                to be granted by NDS Holdings B.V. or over its shares, the Company
                shall
                procure that, subject to the Security Principles, the Transaction
                Security
                Documents by which the Transaction Security is granted over the asset
                classes of the relevant Guarantors, the Vendor Loan Note Holder and
                the
                VLN Security Trustee, set out in Part II of Schedule 2 (Conditions
                Precedent and conditions subsequent)
                together with any other Transaction Security Documents or other documents
                requested by the Facility Agent in accordance with the Security
                Principles, are delivered to the Facility Agent (in form and substance
                satisfactory to the Facility Agent, acting reasonably) as soon as
                reasonably practicable and in any event within 90 days of Closing
                (unless
                such delivery is either waived or the time of delivery extended by
                the
                Facility Agent (acting on the instructions of the Majority Lenders,
                acting
                reasonably except in the case of delivery of any of the Transaction
                Security Documents, where the Facility Agent shall act on the instructions
                of the Super Majority Lenders)). 

            


    

     

    
      	
              (c)

            	
              If
                NDS Holdings B.V. is wound up within such period, the Company shall
                provide within 180 days of Closing a share pledge over all of the
                shares
                in NDS Sweden AB (and any documents agreed to be provided thereunder)
                together with legal opinions as to capacity and enforceability and
                related
                corporate authorisations (including a director's certificate), each
                in
                form and substance satisfactory to the Facility Agent (acting
                reasonably).

            


    

     

    
      	
              (d)

            	
              The
                Company shall provide within two Business Days of the Scheme Date
                executed
                versions of the following documents in the form delivered pursuant
                to Part
                I of Schedule 2 (Conditions
                Precedent and conditions subsequent)
                (save, in the case of any legal opinion, with any amendments necessary
                to
                reflect any change in law since the date on which the legal opinion
                was
                previously delivered) or in such other form and substance satisfactory
                to
                the Facility Agent (acting
                reasonably):

            


    

     

    
      	 	
              (i)

            	
              Vendor
                Party Accession Undertaking (as that term is defined in the Intercreditor
                Agreement) executed by the Vendor Loan Note Holder (in its capacity
                as
                such);

            


    

     

    
      	 	
              (ii)

            	
              Vendor
                Party Accession Undertaking (as that term is defined in the Intercreditor
                Agreement) executed by the VLN Security Trustee (in its capacity
                as
                such);

            


    

     

    
      	 	
              (iii)

            	
              an
                English law assignment by way of security granted by the Vendor Loan
                Note
                Holder and the VLN Security Trustee in favour of the Security Agent
                in
                respect of all their respective rights, title, interest and benefit
                under
                the Vendor Loan Notes, Vendor Loan Note Instrument and VLN
                Debentures;

            


    

     

    
      
        
        

      

      
        120

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iv)

            	
              the
                Vendor Documents other than the VLN Pledges (in the case of the VLN
                Debentures, each dated on a date after the debentures listed in paragraph
                3(b)(i) of Part I of Schedule 2 (Conditions
                Precedent and conditions subsequent);

            


    

     

    
      	 	
              (v)

            	
              a
                certificate as to the existence and good standing (including verification
                of tax status, if available) of the Vendor Loan Note Holder from
                the
                appropriate governmental authorities in the Vendor Loan Note Holder's
                jurisdiction of organisation and in each other jurisdiction where
                the
                Vendor Loan Note Holder is qualified to do business (if any) and
                where the
                failure to be so qualified would have a Material Adverse Effect on
                the
                Vendor Loan Note Holder;

            


    

     

    
      	 	
              (vi)

            	
              a
                certificate of an authorised signatory of the Vendor Loan Note Holder
                certifying that each copy document relating to it specified in this
                paragraph (d) of Clause 24.36 (Conditions
                subsequent)
                and Part I of Schedule 2 (Conditions
                Precedent and conditions subsequent)
                are correct, complete and in full force and effect and have not been
                amended or superseded and there has not been any breach of guaranteeing
                or
                borrowing restrictions as at the date of the
                Certificate;

            


    

     

    
      	 	
              (vii)

            	
              a
                legal opinion by Skadden, Arps, Slate, Meagher & Flom LLP, special US
                counsel to the Vendor Loan Note Holder and the VLN Security Trustee,
                with
                respect to their respective capacity to enter into the Finance Documents
                to which each is party; and 

            


    

     

    
      	 	
              (viii)

            	
              a
                legal opinion from Linklaters LLP as the legal advisers to the Facility
                Agent relating to the Finance Documents to which the Vendor Loan
                Note
                Holder and the VLN Security Trustee are
                party.

            


    

     

    
      	
              24.37

            	
              Baskets

            


    

    
      	
              (a)

            	
              If
                in any Financial Year of the Parent (the "Original
                Financial Year")
                the aggregate amount of the annual basket contained in paragraph
                (g)(iv)
                of the definition of Permitted Acquisition or paragraph (t) of the
                definition of Permitted Disposal originally applied, committed to
                be
                applied or designated by the board of directors to be applied in
                that
                Financial Year is less than the basket originally available for that
                Financial Year (the difference being referred to as the "Available
                Amount"),
                then the maximum basket for the immediately following Financial Year
                (the
                "Carry
                Forward Year")
                shall be increased by an amount equal to the Available Amount provided
                that
                the original basket shall be used first and if the Available Amount
                is not
                used for the relevant basket in that Carry Forward Year, it shall
                cease to
                be available. In any Carry Forward Year, the original amount of that
                basket shall be treated as having been applied before any Available
                Amount
                carried forward into such Carry Forward Year. The basket for the
                next
                Financial Year may be carried back to the current Financial Year
                with a
                corresponding reduction for the next following Financial Year provided
                that
                in
                respect of the annual basket relating to paragraph (g) (iv) of Permitted
                Acquisition, only 50 per cent. of the basket may be carried back.
                

            


    

     

    
      	
              24.38

            	
              Anti-Terrorism
                Laws

            


    

    
      	
            	(a)	
              No
                Obligor shall engage in any transaction that violates any of the
                applicable prohibitions set forth in any Anti-Terrorism
                Law.

            


    

     

    
      	
            	(b)	
              None
                of the funds or assets of such Obligor that are used to repay the
                Facility
                shall constitute property of, or shall be beneficially owned directly
                or
                indirectly by, any Designated Person and (b) no Designated Person
                shall
                have any direct or indirect interest in such Obligor that would constitute
                a violation of any Anti-Terrorism
                Laws.

            


    

     

    
      
        
        

      

      
        121

        
          

        

      

      
        
        

      

    

     

    
      	
            	(c)	
              No
                Obligor shall, and each Obligor shall procure that none of its
                Subsidiaries will, fund all or part of any payment under this Agreement
                out of proceeds derived from transactions that violate the prohibitions
                set forth in any Anti-Terrorism
                Law.

            


    

     

    
      	
              24.39

            	
              US
                Regulation

            


    

    Each
      Obligor shall ensure that it will not, by act or omission, become subject to
      regulation under any of the laws or regulations:

     

    
      	 	
              (a)

            	
              applicable
                to a "public utility" within the meaning of, or subject to regulation
                under, the United States Federal Power Act of 1920 (16 USC §§791
                et seq); and

            


    

     

    
      	 	
              (b)

            	
              applicable
                to an "investment company" or a company "controlled" by an "investment
                company" within the meaning of the United States Investment Company
                Act of
                1940 (15 USC. §§
                80a-1 et seq.) or subject to regulation under any United States federal
                or
                state law or regulation that limits its ability to incur or guarantee
                indebtedness. 

            


    

     

    
      	
              24.40

            	
              Margin
                Regulations

            


    

    
      	
            	(a)	
              Each
                US Obligor shall (and the Company shall ensure that each US Obligor
                shall)
                use the proceeds of the Loans without violating Regulation U or X
                or any
                applicable US federal or state laws or
                regulations.

            


    

     

    
      	
            	(b)	
              If
                requested by the Facility Agent, each US Borrower shall furnish to
                the
                Facility Agent a statement in conformity with the requirements of
                FR Form
                U-1 referred to in Regulation U.

            


    

     

    
      	
              24.41

            	
              ERISA

            


    

    Each
      Obligor shall:

     

    
      	
            	(a)	
              ensure
                that neither it nor any ERISA Affiliate engages in a complete or
                partial
                withdrawal, within the meaning of Sections 4203 and 4205 of ERISA,
                from
                any Multiemployer Plan without the prior consent of the Majority
                Lenders;

            


    

     

    
      	
            	(b)	
              ensure
                that any material liability imposed on it or any ERISA Affiliate
                pursuant
                to Title IV of ERISA is paid and discharged when
                due;

            


    

     

    
      	
            	(c)	
              ensure
                that neither it nor any ERISA Affiliate adopts an amendment to an
                Employee
                Plan requiring the provision of security under ERISA or the Internal
                Revenue Code without the prior consent of the Majority Lenders;
                and

            


    

     

    
      	
            	(d)	
              ensure
                that no Employee Plan is terminated under Section 4041 of
                ERISA.

            


    

     

    
      	
              24.42

            	
              Intercompany
                Loan

            


    

    The
      Company shall procure that the loan made by the Parent to NDS Limited (in the
      amount of $327,000,000), as disclosed to the Facility Agent prior to the date
      of
      this Agreement, is cancelled in full prior to Closing. 

     

    
      
        
        

      

      
        122

        
          

        

      

      
        
        

      

    

     

    
      	
              24.43

            	
              Parent
                company guarantees, indemnities and
                counter-indemnities

            


    

    Where
      any
      third-party requests a parent company guarantee, indemnity or counter-indemnity
      after the date of this Agreement the Parent shall use reasonable endeavours
      to
      procure that that guarantee, indemnity or counter-indemnity is granted by the
      Company and not by the Parent.

     

    
      	
              24.44

            	
              Redundant
                Security

            


    

    Each
      Obligor shall (and the Company shall procure that each member of the Group
      will)
      use reasonable endeavours to discharge and release any Security which does
      not
      secure any outstanding actual or contingent obligation promptly upon becoming
      aware of the same.

     

    
      	
              25.

            	
              
                EVENTS
                  OF
                  DEFAULT

              

            


    

     

    Each
      of
      the events or circumstances set out in this
      Clause 25
      is an
      Event of Default.

     

    
      	
              25.1

            	
              Non-payment

            


    

    An
      Obligor does not pay on the due date any amount payable pursuant to a Finance
      Document at the place at and in the currency in which it is expressed to be
      payable unless:

     

    
      	 	
              (a)

            	
              if
                failure to pay is caused by an administrative or technical error
                in the
                case of principal and interest, payment is made within three Business
                Days
                of its due date; and

            


    

     

    
      	 	
              (b)

            	
              in
                the case of any other amount, payment is made within five Business
                Days of
                its due date.

            


    

     

    
      	
              25.2

            	
              Financial
                covenants

            


    

    Subject
      to paragraph (e) of Clause 1.2
      (Construction),
      any
      requirement of Clause 23
      (Financial
      Covenants)
      is not
      satisfied.

     

    
      	
              25.3

            	
              Other
                obligations

            


    

    
      	
              (a)

            	
              An
                Obligor or
                the Vendor Loan Note Holder or the VLN Security Trustee does not
                comply
                with any provision of the Finance Documents (other than those referred
                to
                in Clause 25.1
                (Non-payment)
                and Clause 25.2
                (Financial
                covenants)).

            


    

     

    
      	
              (b)

            	
              No
                Event of Default under paragraph (a) above (other than with respect
                to
                non-compliance with Clause 24.36
                (Conditions
                subsequent))
                will occur if the failure to comply is capable of remedy and is remedied
                within 20 Business Days of the earlier of the Facility Agent giving
                written notice to the Company or the Company becoming aware of the
                failure
                to comply.

            


    

     

    
      	
              25.4

            	
              Misrepresentation

            


    

    
      	
              (a)

            	
              Any
                representation or statement made or deemed to be made by an
                Obligor
                or
                the Vendor Loan Note Holder or the VLN Security Trustee in the Finance
                Documents or any other document delivered by or on behalf of any
                Obligor
                under or in connection with any Finance Document is or proves to
                have been
                incorrect or misleading when made or deemed to be
                made.

            


    

     

    
      	
              (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 Business Days
                of the
                earlier of the Facility Agent giving written notice to the Company
                or the
                Company becoming aware of the failure to
                comply.

            


    

     

    
      	
              25.5

            	
              Cross
                default

            


    

    
      	
              (a)

            	
              Any
                Financial Indebtedness of any member of the Group is not paid when
                due nor
                within any originally applicable grace
                period.

            


    

     

    
      
        
        

      

      
        123

        
          

        

      

      
        
        

      

    

     

    
      	
              (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 25.5
                if
                the aggregate amount of Financial Indebtedness or commitment for
                Financial
                Indebtedness falling within paragraphs (a) to (d) above is less than
                $10,000,000 (or its equivalent).

            


    

     

    
      	
              (f)

            	
              No
                Event of Default will occur under this Clause 25.5
                solely as a result of an Event of Default (as defined in the Senior
                Facilities Agreement) under Clause 30.2 (Financial
                covenants)
                of the Senior Facilities Agreement.

            


    

     

    For
      the
      purpose of this Clause 25.5,
      Financial Indebtedness shall not include Financial Indebtedness incurred under
      the Company Subordinated Debt, the Parent Subordinated Debt, any loans made
      by
      one member of the Group to another member of the Group or any Financial
      Indebtedness supported by a Letter of Credit issued under the Revolving Facility
      or by a similar instrument issued pursuant to an Ancillary Facility or Fronted
      Ancillary Facility and, prior to the VLN Long-stop Date, the Vendor
      Documents.

     

    
      	
              25.6

            	
              Insolvency

            


    

    A
      Material Company is unable to pay (but not deemed unable to pay pursuant to
      any
      applicable law) or admits its inability to pay its debts as they fall due,
      suspends or threatens to suspend making payments on any of its debts or, by
      reason of actual or anticipated financial difficulties, commences negotiations
      with one or more of its creditors with a view to a general rescheduling of
      any
      of its indebtedness.

     

    
      	
              25.7

            	
              Insolvency
                proceedings

            


    

    
      	
              (a)

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

            


    

     

    
      	 	
              (i)

            	
              the
                suspension of payments
                (including emergency regulations (noodregeling)),
                a moratorium of any indebtedness, winding-up, dissolution, administration
                or reorganisation (by way of voluntary arrangement, scheme of arrangement
                or otherwise) of any Material Company other than a solvent liquidation
                or
                reorganisation of any member of the Group which does not materially
                and
                adversely affect the interests of the
                Lenders;

            


    

     

    
      	 	
              (ii)

            	
              a
                composition or assignment or arrangement or compromise (whether court
                approved or otherwise) with any creditor of any Material Company
                for
                reasons of financial difficulty of the Material
                Company;

            


    

     

    
      
        
        

      

      
        124

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              the
                appointment of a liquidator (other than in respect of a solvent
                liquidation of a member of the Group which is not an Obligor), receiver,
                administrative receiver, interim receiver, administrator, compulsory
                manager or other similar officer in respect of any Material Company
                or any
                of its assets; or

            


    

     

    
      	 	
              (iv)

            	
              any
                analogous procedure or step is taken in any
                jurisdiction.

            


    

     

    
      	
              (b)

            	
              Paragraph
                (a) above shall not apply to:

            


    

     

    
      	 	
              (i)

            	
              any
                proceedings which are contested in good faith and discharged, stayed
                or
                dismissed within 20 Business Days of commencement;
                or

            


    

     

    
      	 	
              (ii)

            	
              any
                step or procedure contemplated by paragraph (b) of the definition
                of
                Permitted Transaction.

            


    

     

    
      	
              (c)

            	
              Any
                US Obligor:

            


    

     

    
      	 	
              (i)

            	
              applies
                for, or consents to, the appointment of, or the taking of possession
                by, a
                receiver, custodian, trustee, examiner or liquidator of itself or
                of all
                or a substantial part of its
                property;

            


    

     

    
      	 	
              (ii)

            	
              makes
                a general assignment for the benefit of its
                creditors;

            


    

     

    
      	 	
              (iii)

            	
              commences
                a voluntary case under US Bankruptcy
                Law;

            


    

     

    
      	 	
              (iv)

            	
              files
                a petition with respect to itself seeking to take advantage of any
                other
                law relating to bankruptcy, insolvency, reorganisation, liquidation,
                dissolution, arrangement or winding up, or composition or readjustment
                of
                debts; 

            


    

     

    
      	 	
              (v)

            	
              takes
                any corporate action for the purpose of effecting any of the foregoing
                with respect to itself; 

            


    

     

    
      	 	
              (vi)

            	
              is
                unable or admits inability to pay its debts as they fall due, suspends
                making payments on any of its debts or, by reason of actual or anticipated
                financial difficulties; or

            


    

     

    
      	 	
              (vii)

            	
              is
                the subject of involuntary proceedings under US Bankruptcy Law which
                have
                not been contested and discharged, stayed or dismissed within 20
                Business
                Days of commencement.

            


    

     

    
      	
              (d)

            	
              Paragraph
                (c) above shall not apply to any step or procedure contemplated by
                paragraph (b) of the definition of Permitted
                Transaction.

            


    

     

    
      	
              25.8

            	
              Creditors'
                process

            


    

    Any
      expropriation, attachment, sequestration, distress or execution or any analogous
      process in any jurisdiction affects any asset or assets of a Material Company
      exceeding an aggregate value of $10,000,000 (or its equivalent) unless such
      process is either being contested in good faith and/or shown as frivolous or
      vexatious and is discharged within 20 Business Days after
      commencement.

     

    
      	
              25.9

            	
              Unlawfulness
                and invalidity

            


    

    
      	
              (a)

            	
              It
                is or becomes unlawful for an Obligor or
                the Vendor Loan Note Holder or the VLN Security Trustee to perform
                any of
                its material obligations under the Finance Documents or any Transaction
                Security created or expressed to be created or evidenced by the
                Transaction Security Documents ceases to be effective and this
                individually or cumulatively materially and adversely affects the
                interests of the Lenders taken as a whole under the Finance
                Documents.

            


    

     

    
      
        
        

      

      
        125

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              Any
                material obligation or obligations of any Obligor or the Vendor Loan
                Note
                Holder or the VLN Security Trustee under any Finance Documents are
                not
                (subject to the Reservations and Perfection Requirements) or cease
                to be
                legal, valid, binding or enforceable and the cessation individually
                or
                cumulatively materially and adversely effects the interests of the
                Lenders
                taken as a whole under the Finance
                Documents.

            


    

     

    
      	
              (c)

            	
              No
                Event of Default under paragraphs (a) and (b) above will occur if
                the
                issue is capable of being remedied and is remedied within 20 Business
                Days
                of the earlier of the Company becoming aware of the issue or being
                given
                written notice of the issue by the Facility
                Agent.

            


    

     

    
      	
              25.10

            	
              Intercreditor
                Agreement

            


    

    
      	
              (a)

            	
              Any
                party (other than a Finance Party,
                as defined in this Agreement and the Senior Facilities Agreement)
                fails to
                comply with the provisions of, or does not perform its obligations
                under,
                the Intercreditor Agreement; or

            


    

     

    
      	
              (b)

            	
              a
                representation or warranty given by that party in the Intercreditor
                Agreement is incorrect in any material
                respect,

            


    

     

    and,
      if
      the non-compliance or circumstances giving rise to the misrepresentation are
      capable of remedy, it is not remedied within 20 Business Days of the earlier
      of
      the Facility Agent giving written notice to that party or that party becoming
      aware of the non-compliance or misrepresentation.

     

    
      	
              25.11

            	
              Cessation
                of business

            


    

    The
      Group
      taken as a whole suspends or ceases to carry on (or threatens to suspend or
      cease to carry on) all or a material part of its business.

     

    
      	
              25.12

            	
              Audit
                qualification

            


    

    The
      Auditors of the Group qualify the audited annual consolidated financial
      statements of the Parent in a way which has a Material Adverse
      Effect.

     

    
      	
              25.13

            	
              Repudiation
                and rescission of
                agreements

            


    

    An
      Obligor or
      the
      Vendor Loan Note Holder or the VLN Security Trustee rescinds or purports to
      rescind or repudiates or purports to repudiate a Finance Document or evidences
      an intention to rescind or repudiate a Finance Document in any way which is
      materially adverse to the interest of the Lenders under that Finance Document
      taken as a whole.

     

    
      	
              25.14

            	
              Litigation

            


    

    An
      Obligor is party to any litigation which is reasonably expected to be adversely
      determined (taking into account any bona fide right of appeal of the relevant
      member of the Group, as supported by an opinion from legal counsel acting for
      that member of the Group in such litigation), and if so adversely determined,
      would have a Material Adverse Effect.

     

    
      	
              25.15

            	
              Expropriation

            


    

    The
      shares or any material part of the assets of an
      Obligor
      is the subject of a seizure, compulsory acquisition, nationalisation or an
      expropriation having a Material Adverse Effect.

     

    
      
        
        

      

      
        126

        
          

        

      

      
        
        

      

    

     

    
      	
              25.16

            	
              Judgments

            


    

    An
      Obligor has an unsatisfied
      judgment against it which would have a Material Adverse Effect.

     

    
      	
              25.17

            	
              Material
                adverse change

            


    

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

     

    
      	
              25.18

            	
              Scheme
                not effective

            


    

    The
      Scheme does not become effective on or before the day falling 14 days after
      Closing.

     

    
      	
              25.19

            	
              ERISA

            


    

    Any
      of
      the following events results in the imposition of or granting of security,
      or
      the incurring of a liability or a material risk of incurring a liability, which
      in either case, individually and/or in the aggregate, has or could reasonably
      be
      expected to have a Material Adverse Effect:

     

    
      	 	
              (a)

            	
              any
                ERISA Event occurs or is reasonably expected to
                occur;

            


    

     

    
      	 	
              (b)

            	
              any
                Obligor or ERISA Affiliate incurs or is likely to incur a liability
                to or
                on account of a Multiemployer Plan as a result of a violation of
                Section
                515 of ERISA or under Section 4201, 4204 or 4212(c) of
                ERISA;

            


    

     

    
      	 	
              (c)

            	
              with
                respect to any Employee Plan subject to Title IV of ERISA, the present
                value of the "benefit liabilities" (within the meaning of Section
                4001(a)(16) of ERISA) under that Employee Plan exceeds the fair market
                value of the assets of such plan using the actuarial assumptions
                and
                methods used by the actuary to that Employee Plan in its most recent
                valuation of that Employee Plan; or

            


    

     

    
      	 	
              (d)

            	
              any
                Obligor or ERISA Affiliate incurs or is likely to incur a liability
                to or
                on account of an Employee Plan under Section 409, 502(i) or 502(l)
                of
                ERISA or Section 401(a)(29), 4971 or 4975 of the Internal Revenue
                Code.

            


    

     

    
      	
              25.20

            	
              Ownership
                of the Company

            


    

    The
      Company is not or ceases to be a direct and wholly-owned Subsidiary of the
      Parent.

     

    
      	
              25.21

            	
              Acceleration

            


    

    
      	
              (a)

            	
              Subject
                to Clause 4.4
                (Certain
                Funds)
                on and at any time after the occurrence of an Event of Default which
                is
                continuing, other than an Event of Default referred to in paragraph
                (b)
                below, the Facility Agent may, and shall if so directed by the Majority
                Lenders, by notice to the Company:

            


    

     

    
      	 	
              (i)

            	
              cancel
                the Total Commitments and/or
                Fronting Ancillary Commitments at which time they shall immediately
                be
                cancelled;

            


    

     

    
      	 	
              (ii)

            	
              declare
                that all or part of the Utilisations, together with accrued interest,
                and
                all other amounts accrued or outstanding under the Finance Documents
                be
                immediately due and payable, at which time they shall become immediately
                due and payable;

            


    

     

    
      	 	
              (iii)

            	
              declare
                that all or part of the Utilisations be payable on demand, at which
                time
                they shall immediately become payable on demand by the Facility Agent
                on
                the instructions of the Majority Lenders;
                and/or

            


    

     

    
      	 	
              (iv)

            	
              exercise
                or direct the Security Agent to exercise any or all of its rights,
                remedies, powers or discretions under the Finance
                Documents.

            


    

     

    
      
        
        

      

      
        127

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              If
                an Event of Default occurs under Clause 25.7 (Insolvency
                proceedings)
                in relation to any US Borrower:

            


    

     

    
      	 	
              (i)

            	
              the
                Total Commitments shall immediately be cancelled; and
                

            


    

     

    
      	 	
              (ii)

            	
              all
                of the Loans, together with accrued interest, and all other amounts
                accrued under the Finance Documents shall be immediately due and
                payable;
                

            


    

     

    
      	 	
              (iii)

            	
              in
                each case automatically and without any direction, notice, declaration
                or
                other act.

            


    

     

    
      	
              25.22

            	
              Clean-Up
                Period

            


    

    
      	
              (a)

            	
              Notwithstanding
                any other provision of any Finance Document, any Event of Default
                constituting a Clean-Up Default shall only apply if it is continuing
                at
                any time after the applicable
                Clean-Up Date.

            


    

     

    
      	
              (b)

            	
              For
                the avoidance of doubt, no Clean-Up Period shall apply to any Event
                of
                Default arising under Clause 24.36
                (Conditions
                subsequent).

            


    

     

    
      	
              25.23

            	
              Exchange
                Rate Fluctuations

            


    

    When
      applying baskets, thresholds and other exceptions to the representations and
      warranties, undertakings and Events of Default (but, for the avoidance of doubt,
      excluding the financial undertakings in Clause 23
      (Financial
      Covenants))
      under
      this Agreement, the equivalent to an amount in dollars shall be calculated as at
      the date of the Group incurring or making the relevant disposal, acquisition,
      investment, lease, loan, debt or guarantee or taking other relevant action.
      No
      Event of Default or breach of any representation and warranty or undertaking
      shall arise merely as a result of a subsequent change in the dollar equivalent
      of any relevant amount due to fluctuations in exchange rates.

     

    
      
        
        

      

      
        128

        
          

        

      

      
        
        

      

    

     

    SECTION
      9

     

    CHANGES
      TO PARTIES

     

    
      	
              26.

            	
              
                CHANGES
                  TO THE
                  LENDERS

              

            


    

     

    
      	
              26.1

            	
              Assignments
                and transfers by the
                Lenders

            


    

    Subject
      to this Clause 26,
      a
      Lender (the "Existing
      Lender")
      may:

     

    
      	 	
              (a)

            	
              assign
                any of its rights; or

            


    

     

    
      	 	
              (b)

            	
              transfer
                by novation any of its rights and
                obligations,

            


    

     

    under
      any
      Finance Document to another bank or financial institution or to a trust, fund
      or
      other entity which is regularly engaged in or established for the purpose of
      making, purchasing or investing in loans, securities or other financial assets
      (the "New
      Lender").

     

    The
      Facility Agent shall maintain a book-entry transfer register (the "Register")
      solely
      in this capacity as Facility Agent for the Borrowers for the purposes of all
      assignments or transfers made pursuant to this Clause 26
      and
      shall provide a copy of the Register to the Company at six monthly intervals
      starting from the date of this Agreement and otherwise as requested by the
      Company.

     

    
      	
              26.2

            	
              Conditions
                of assignment or transfer

            


    

    
      	
              (a)

            	
              On
                or before the earlier of Closing and the Syndication Date, the consent
                of
                the Company
                is required for any transfer, assignment or sub-participation (which
                transfers any discretion with regard to the exercise of voting rights)
                by
                an Existing Lender other than a transfer to an entity contained on
                the
                list agreed between the Company and the Arranger (the "Agreed
                List").

            


    

     

    
      	
              (b)

            	
              After
                Closing, the Company must be consulted before any transfer, assignment
                or
                sub-participation (which transfers any discretion with regard to
                the
                exercise of voting rights) by an Existing Lender, unless the transfer,
                assignment or sub-participation is
                to:

            


    

     

    
      	 	
              (i)

            	
              a
                Lender selected from the Agreed
                List;

            


    

     

    
      	 	
              (ii)

            	
              another
                Lender or an Affiliate of a Lender;
                or

            


    

     

    
      	 	
              (iii)

            	
              a
                fund within the same investor group as and under common management
                with
                the fund which is the Existing
                Lender,

            


    

     

    provided
      that,
      if an
      Event of Default is continuing no consultation with the Company shall be
      required.

     

    
      	
              (c)

            	
              The
                Company
                must be provided with a copy of each document evidencing any such
                transfer, assignment or sub-participation promptly after its execution
                (except in the case of a sub-participation where no discretion with
                regard
                to voting rights is transferred).

            


    

     

    
      	
              (d)

            	
              Each
                assignment or transfer of any Lender's participation shall be in
                aggregate
                in a minimum amount of $1,000,000 (or its equivalent) and shall not
                result
                in a Lender (together with its Affiliates, or, in respect of funds,
                funds
                belonging to the same investor group) participating with an amount
                of less
                than $2,000,000 (or its equivalent) in the Commitments or Utilisations
                made under this Agreement.

            


    

     

    
      
        
        

      

      
        129

        
          

        

      

      
        
        

      

    

     

    
      	
              (e)

            	
              An
                assignment will only be effective
                on:

            


    

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

            	
              the
                New Lender entering into the documentation required for it to accede
                as a
                party to the Intercreditor Agreement;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                performance by the Facility 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 Facility
                Agent shall promptly notify to the Existing Lender and the New
                Lender.

            


    

     

    
      	
              (f)

            	
              A
                transfer will only be effective if the New Lender enters into the
                documentation required for it to accede as a party to the Intercreditor
                Agreement and if the procedure set out in Clause 26.5
                (Procedure
                for transfer)
                is complied with.

            


    

     

    
      	
              (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 acting through its new Facility Office under Clause
                15
                (Tax
                Gross-Up and Indemnities)
                or Clause 16
                (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.

     

    
      	
              26.3

            	
              Assignment
                or transfer fee

            


    

    Unless
      the Facility Agent otherwise agrees and excluding an assignment or transfer
      to
      an Affiliate of a Lender or made in connection with primary syndication of
      the
      Facilities, the New Lender shall, on the date upon which an assignment or
      transfer takes effect, pay to the Facility Agent (for its own account) a fee
      of
$2,500.

     

    
      	
              26.4

            	
              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
                Transaction Documents, the Transaction Security or any other
                documents;

            


    

     

    
      	 	
              (ii)

            	
              the
                financial condition of any Obligor;

            


    

     

    
      	 	
              (iii)

            	
              the
                performance
                and observance by any Obligor or any other member of the Group of
                its
                obligations under the Transaction Documents or any other documents;
                or

            


    

     

    
      
        
        

      

      
        130

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iv)

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

            


    

     

    and
      any
      representations or warranties implied by law are excluded.

     

    
      	
              (b)

            	
              Each
                New Lender confirms to the Existing Lender, the other Finance Parties
                and
                the Secured 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 or any other Finance Party in connection with any
                Transaction Document or the Transaction Security;
                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 or re-assignment from a New Lender of any of the rights
                and
                obligations assigned or transferred
                under this Clause 26;
                or

            


    

     

    
      	 	
              (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
                Transaction Documents or otherwise.

            


    

     

    
      	
              26.5

            	
              Procedure
                for transfer

            


    

    
      	
              (a)

            	
              Subject
                to the conditions set out in Clause 26.2
                (Conditions
                of assignment or transfer)
                a
                transfer is effected in accordance with paragraph (c) below when
                the
                Facility Agent executes an otherwise duly completed Transfer Certificate
                and Lender Accession Undertaking delivered to it by the Existing
                Lender
                and the New Lender. The Facility Agent shall, subject to paragraph
                (b)
                below, as soon as reasonably practicable after receipt by it of a
                duly
                completed Transfer Certificate and Lender Accession Undertaking 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 and Lender Accession
                Undertaking.

            


    

     

    
      	
              (b)

            	
              The
                Facility Agent shall only be obliged to execute a Transfer Certificate
                and
                Lender Accession Undertaking 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 similar other 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 and Lender Accession
                Undertaking the Existing Lender seeks to transfer by novation its
                rights
                and obligations under the Finance Documents and in respect of the
                Transaction Security each of the Obligors and other members of the
                Group
                party to any Finance Document or the Transaction Security and the
                Existing
                Lender shall be released from further obligations towards one another
                under the Finance Documents and in respect of the Transaction Security
                and
                their respective rights against one another under the Finance Documents
                and in respect of the Transaction Security shall be cancelled (being
                the
                "Discharged
                Rights and Obligations");

            


    

     

    
      
        
        

      

      
        131

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              each
                of the Obligors and other members of the Group party to any Finance
                Document 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 or other member
                of the
                Group and the New Lender have assumed and/or acquired the same in
                place of
                that Obligor and the Existing
                Lender;

            


    

     

    
      	 	
              (iii)

            	
              the
                Facility Agent, the Arranger, the Security Agent, the New Lender
                and the
                other Lenders shall acquire the same rights and assume the same
                obligations between themselves and in respect of the Transaction
                Security
                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 Facility Agent,
                the
                Arranger and the Security Agent 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".

            


    

     

    
      	
              26.6

            	
              Copy
                of Transfer Certificate and Lender Accession Undertaking to
                Company

            


    

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

     

    
      	
              26.7

            	
              Transfer
                to Group Company

            


    

    No
      member
      of the Group may buy, purchase, repurchase or defease any
      amount
      of any of the Facility or otherwise enter into any other arrangements having
      a
      similar effect including (for the avoidance of doubt) sub-participations,
      derivative arrangements or synthetic arrangements.

     

    
      	
              26.8

            	
              Disclosure
                of information

            


    

    
      	
              (a)

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

            


    

     

    
      	 	
              (i)

            	
              to
                (or through) whom that Lender assigns or transfers (or may potentially
                assign or transfer) all or any of its rights and obligations under
                the
                Finance Documents;

            


    

     

    
      	 	
              (ii)

            	
              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, the Finance Documents or
                any
                Obligor;

            


    

     

    
      	 	
              (iii)

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

            


    

     

    
      	 	
              (iv)

            	
              for
                whose benefit that Lender creates Security (or may do so) pursuant
                to
                Clause 26.10
                (Security
                Interests over Lenders' rights);
                and

            


    

     

    
      	
              (b)

            	
              any
                Finance Party may disclose to a rating agency or its professional
                advisers, or (with the consent of the Company)
                any other person,

            


    

     

    
      	 	
              (i)

            	
              any
                information about any Obligor or the Group it has received from the
                Obligors under this Agreement and the Finance Documents as that Lender
                or
                other Finance Party shall consider appropriate if, in relation to
                paragraphs (a)(i), (a)(ii) and (a)(iv) above, the person to whom
                the
                information is to be given has entered into a Confidentiality
                Undertaking.

            


    

     

    
      
        
        

      

      
        132

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              Any
                Confidentiality Undertaking signed by a Finance Party pursuant to
                this
                Clause 26.8
                shall supersede any prior confidentiality undertaking signed by such
                Finance Party for the benefit of any member of the
                Group.

            


    

     

    
      	 	
              (iii)

            	
              Each
                Lender shall, promptly upon its request, provide the Company with
                a copy
                of each Confidentiality Undertaking (and any amendment thereto) except
                in
                the case of a sub-participation where no discretion with regard to
                voting
                rights is transferred.

            


    

     

    
      	
              26.9

            	
              Affiliates
                of Lenders as Hedge
                Counterparties

            


    

    
      	
              (a)

            	
              An
                Affiliate of a Lender which becomes a Hedge Counterparty shall accede
                to
                this Agreement and to the Intercreditor Agreement by delivery to
                the
                Security
                Agent of a duly completed accession undertaking in the form required
                under
                the Intercreditor Agreement.

            


    

     

    
      	
              (b)

            	
              Where
                this Agreement or any other Finance Document imposes an obligation
                on a
                Hedge Counterparty and the relevant Hedge Counterparty is an Affiliate
                of
                a Lender and is not a party to that document, the relevant Lender
                shall
                ensure that the obligation is performed by its
                Affiliate.

            


    

     

    
      	
              26.10

            	
              Security
                Interests over Lenders'
                rights

            


    

    In
      addition to the other rights provided to Lenders under this Clause 26,
      each
      Lender may, at any time create Security in or over (whether by way of collateral
      or otherwise) all or any of its rights under any Finance Document to secure
      obligations of that Lender including, without limitation:

     

    
      	 	
              (a)

            	
              any
                Security to secure obligations to a federal reserve or central bank;
                and

            


    

     

    
      	 	
              (b)

            	
              in
                the case of any Lender which is a fund, any Security granted to any
                holders (or trustee or representatives of holders) of obligations
                owed, or
                securities issued, by that Lender as security for those obligations
                or
                securities,

            


    

     

    except
      that no such Security shall:

     

    
      	 	
              (ii)

            	
              release
                a Lender from any of its obligations under the Finance Documents
                or
                substitute the beneficiary of the relevant Security for the Lender
                as a
                party to any of the Finance Documents;
                or

            


    

     

    
      	 	
              (iii)

            	
              require
                any payments to be made by an Obligor or grant to any person any
                more
                extensive rights than those required to be made or granted to the
                relevant
                Lender under the Finance Documents.

            


    

     

    
      	
              26.11

            	
              Replacement
                of Lenders

            


    

    If
      at any
      time any Lender becomes an Affected Lender or Non-Consenting Lender
      then the Company may, on 10 Business Days' prior written notice to the Facility
      Agent and that Lender (unless the Company and the Facility Agent agree to a
      longer time period in relation to any request) replace that Lender by causing
      it
      to (and that Lender shall by execution of a Lender and Accession Undertaking
      within that 5 Business Days' period) transfer all of its rights and obligations
      under this Agreement to a Lender or other entity designated by the Company
      (other than a member of the Group) for a purchase price equal to that Lender's
      participations in the Loans then outstanding, in either case with all accrued
      interests, fees and other amounts payable to that Lender under this
      Agreement.

     

    
      
        
        

      

      
        133

        
          

        

      

      
        
        

      

    

     

    For
      the
      purposes of this Clause 26.11:

     

    "Affected
      Lender"
      means a
      Lender in respect of which a Borrower or the Company is at that time entitled
      to
      serve a notice under Clause 8.4
      (Right
      of cancellation and prepayment in relation to a single Lender)
      or
      whose rights and obligations under this Agreement would, but for this Clause
      26.11
      (Replacement
      of Lenders)
      be
      cancelled pursuant to Clauses 8.1
      (Illegality);
      and

     

    "Non-Consenting
      Lender"
      means
      any Lender which does not agree to consent to any waiver or amendment of any
      provision of the Finance Documents which has been requested by the Company
      or
      any other Obligor where the requested amendment or waiver has been approved
      by
      the Majority Lenders and requires the consent of more than the Majority
      Lenders.

     

    
      	
              27.

            	
              
                CHANGES
                  TO THE
                  OBLIGORS

              

            


    

     

    
      	
              27.1

            	
              Assignment
                and transfers by Obligors

            


    

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

     

    
      	
              27.2

            	
              Additional
                Borrowers

            


    

    
      	
              (a)

            	
              Subject
                to compliance with the provisions of paragraphs (c) and (d) of Clause
                22.9
                ("Know
                your customer" checks),
                the Company may request that any of its Subsidiaries becomes an Additional
                Borrower. That Subsidiary shall become an Additional Borrower
                if:

            


    

     

    
      	 	
              (i)

            	
              Either
                (A) that Subsidiary is incorporated in the same jurisdiction as another
                Borrower under the Facility or in another Pre-Approved Jurisdiction
                or (B)
                the Lenders under the Facility (acting reasonably) approve the addition
                of
                that Subsidiary for the purposes of the Facility;
                and 

            


    

     

    
      	 	
              (ii)

            	
              the
                Company and that Subsidiary deliver to the Facility Agent a duly
                completed
                and executed Accession Letter;

            


    

     

    
      	 	
              (iii)

            	
              the
                Subsidiary is (or becomes) a Guarantor prior to becoming a
                Borrower;

            


    

     

    
      	 	
              (iv)

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

            


    

     

    
      	 	
              (v)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              27.3

            	
              Resignation
                of a Borrower

            


    

    
      	
              (a)

            	
              In
                this Clause 27.3,
                Clause 27.5
                (Resignation
                of a Guarantor)
                and Clause 27.7
                (Resignation
                and release of Security on disposal),
                "Third
                Party Disposal"
                means the disposal (including by way of an IPO) of an Obligor to
                a person
                which is not a member of the Group or an IPO of an Obligor where
                that
                disposal or IPO is permitted under Clause 24.13
                (Disposals)
                or made with the approval of the Majority Lenders.
                

            


    

     

    
      
        
        

      

      
        134

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              The
                Company may request that any Borrower ceases to be a Borrower by
                delivering to the Facility Agent a Resignation
                Letter.

            


    

     

    
      	
              (c)

            	
              The
                Facility Agent shall accept a Resignation Letter and notify the Company
                and the other Finance Parties of its acceptance if:
                

            


    

     

    
      	 	
              (i)

            	
              the
                Company
                has confirmed that no Event of Default is continuing or would result
                from
                the acceptance of the Resignation
                Letter;

            


    

     

    
      	 	
              (ii)

            	
              the
                Borrower is under no actual or contingent obligations as a Borrower
                under
                any Finance Documents; 

            


    

     

    
      	 	
              (iii)

            	
              where
                the Borrower is also a Material Company, it ceases to be a Borrower
                in
                connection with a Third Party Disposal; and


            


    

     

    
      	 	
              (iv)

            	
              the
                Company has confirmed that it shall ensure that any relevant Disposal
                Proceeds will be applied in accordance with Clause 9.3
                (Application
                of mandatory prepayments).

            


    

     

    
      	
              (d)

            	
              Upon
                notification by the Facility Agent to the Company
                of its acceptance of the resignation of a Borrower, that company
                shall
                cease to be a Borrower and shall have no further rights or obligations
                under the Finance Documents as a
                Borrower.

            


    

     

    
      	
              (e)

            	
              The
                consent of all Lenders will be required for any resignation of the
                Company.

            


    

     

    
      	
              27.4

            	
              Additional
                Guarantors

            


    

    
      	
              (a)

            	
              Subject
                to compliance with the provisions of paragraphs (c) and (d) of Clause
                22.9
                ("Know
                your customer" checks),
                the Company may request that any of its Subsidiaries and the Parent
                become
                an Additional Guarantor.

            


    

     

    
      	
              (b)

            	
              A
                member of the Group shall become an Additional Guarantor
                if:

            


    

     

    
      	 	
              (i)

            	
              the
                Company
                and the proposed Additional Guarantor deliver to the Facility Agent
                a duly
                completed and executed Accession Letter;


            


    

     

    
      	 	
              (ii)

            	
              the
                Facility Agent has received all of the documents and other evidence
                listed
                in Part III of Schedule 2 (Conditions
                Precedent and conditions subsequent)
                in relation to that Additional Guarantor, each in form and substance
                satisfactory to the Facility Agent (acting reasonably and on the
                instructions of the Majority Lenders except in the case of a waiver
                of
                delivery of any of the Transaction Security Documents, where the
                Facility
                Agent shall act on the instructions of the Super Majority Lenders);
                and
                

            


    

     

    
      	 	
              (iii)

            	
              it
                grants security in accordance with the Security
                Principles.

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              27.5

            	
              Resignation
                of a Guarantor

            


    

    
      	
              (a)

            	
              The
                Company
                may request that a Guarantor ceases to be a Guarantor by delivering
                to the
                Facility Agent a Resignation Letter
                if:

            


    

     

    
      
        
        

      

      
        135

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              that
                Guarantor is being disposed of by way of a Third Party Disposal and
                the
                Company
                has confirmed this is the case; and


            


    

     

    
      	 	
              (ii)

            	
              Guarantor
                Coverage is, taking into account the resignation of the relevant
                Guarantor, still met; or

            


    

     

    
      	 	
              (iii)

            	
              the
                Super Majority Lenders have consented to the resignation of that
                Guarantor. 

            


    

     

    
      	
              (b)

            	
              The
                Facility Agent shall accept a Resignation Letter and notify the
                Company
                and the Lenders of its acceptance if, either it is a Guarantor forming
                all
                or part of the Non-Core Business or forming all or any part of the
                Jungo
                Business, the Jungo Tools Business, the Hugo IP Business or the shares
                in
                the capital of Jungo or, in any other case:


            


    

     

    
      	 	
              (i)

            	
              the
                Company
                has confirmed that no Event of Default is continuing or would result
                from
                the acceptance of the Resignation
                Letter;

            


    

     

    
      	 	
              (ii)

            	
              no
                payment is due from the Guarantor under Clause 20.1
                (Guarantee
                and indemnity);

            


    

     

    
      	 	
              (iii)

            	
              where
                the Guarantor is also a Borrower, it is under no actual or contingent
                obligations as a Borrower and has resigned and ceased to be a Borrower
                under Clause 27.3
                (Resignation
                of a Borrower);
                and

            


    

     

    
      	 	
              (iv)

            	
              if
                the Guarantor ceases to be a Guarantor in connection with a Third
                Party
                Disposal, the Company has confirmed that it shall ensure that the
                Disposal
                Proceeds will be applied, in accordance with Clause 9.3 (Application
                of mandatory prepayments).

            


    

     

    
      	
              (c)

            	
              The
                consent of all the Lenders will be required for any resignation by
                the
                Parent or the Company. 

            


    

     

    
      	
              27.6

            	
              Repetition
                of Representations

            


    

    Delivery
      of an Accession letter constitutes confirmation by the relevant Subsidiary
      that
      the representations and warranties referred to in paragraph (a)(i) of Clause
      21.24
      (Times
      when representations made)
      are
      true and correct in relation to it as at the date of delivery as if made by
      reference to the facts and circumstances then existing.

     

    
      	
              27.7

            	
              Resignation
                and release of Security on
                disposal

            


    

    
      	
              (a)

            	
              If
                a Borrower or Guarantor is or is proposed to be the subject of a
                Third
                Party Disposal then:

            


    

     

    
      	 	
              (i)

            	
              where
                that Borrower or Guarantor created Transaction Security over any
                of its
                assets or business in favour of the Security
                Agent, or Transaction Security in favour of the Security Agent was
                created
                over the shares (or equivalent) of that Borrower or Guarantor, the
                Security Agent shall, subject to paragraph (d) below, at the cost
                and
                request of the Company, release those assets, business or shares
                (or
                equivalent) and issue (where applicable) certificates of
                non-crystallisation;

            


    

     

    
      	 	
              (ii)

            	
              the
                Security Agent shall, on behalf of all the Finance Parties, waive
                all
                claims (actual or contingent) against that Borrower or Guarantor
                under the
                Finance Documents;

            


    

     

    
      	 	
              (iii)

            	
              the
                resignation of that Borrower or Guarantor and related release of
                Transaction Security and waiver of claims referred to in paragraphs
                (i)
                and (ii) above shall become effective on the date of that disposal;
                and

            


    

     

    
      
        
        

      

      
        136

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iv)

            	
              if
                the disposal of that Borrower or Guarantor is not made, the Resignation
                Letter of that Borrower or Guarantor and the related release of
                Transaction Security referred to in paragraph (a) above shall have
                no
                effect and the obligations of the Borrower or Guarantor and the
                Transaction Security created or intended to be created by or over
                that
                Borrower or Guarantor shall continue in full force and
                effect.

            


    

     

    
      	
              (b)

            	
              If
                an Obligor disposes of any asset as expressly permitted by and in
                accordance with the terms of this Agreement and such asset is the
                subject
                of Transaction Security in favour of the Security
                Agent, the Security Agent shall, subject to paragraph (d) below,
                at the
                cost and request of the Company, immediately release those assets
                and
                issue certificates of
                non-crystallisation.

            


    

     

    
      	
              (c)

            	
              If
                a Guarantor resigns as permitted by and in accordance with the terms
                of
                this Agreement and such Guarantor has granted (or is the subject
                of)
                Transaction Security in favour of the Security Agent, the Security
                Agent
                shall, subject to paragraph (d) below, at the cost and request of
                the
                Company, release that Transaction Security and issue (where applicable)
                certificates of
                non-crystallisation.

            


    

     

    
      	(d)	
              If
                all Secured Liabilities (as defined in each applicable Swedish Security
                Document) have not been discharged in full the release of any Transaction
                Security created under a Swedish Security Document shall at all times
                be
                subject to the written express consent of the Security
                Agent.

            


    

     

    
      
        
        

      

      
        137

        
          

        

      

      
        
        

      

    

     

    SECTION
      10

     

    THE
      FINANCE PARTIES

     

    
      	
              28.

            	
              
                ROLE
                  OF THE FACILITY AGENT, THE ARRANGER, THE ISSUING BANK AND
                  OTHERS

              

            


    

     

    
      	
              28.1

            	
              Appointment
                of the Facility Agent

            


    

    
      	
              (a)

            	
              Each
                of the Arranger and the Lenders appoints the Facility Agent to act
                as its
                agent under and in connection with the Finance
                Documents.

            


    

     

    
      	
              (b)

            	
              Each
                of the Arranger and the Lenders authorises the Facility Agent to
                exercise
                the rights, powers, authorities and discretions specifically given
                to the
                Facility Agent under or in connection with the Finance Documents
                together
                with any other incidental rights, powers, authorities and
                discretions.

            


    

     

    
      	
              28.2

            	
              Duties
                of the Facility Agent

            


    

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
              (e)

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

            


    

     

    
      	
              (f)

            	
              The
                Facility Agent, acting for these purposes solely as an agent of the
                Borrower, will maintain (and make available for inspection by the
                Borrower
                and the Lenders upon reasonable prior notice at reasonable times)
                a
                register for the recordation of, and will record, the names and addresses
                of the Lenders and the respective amounts of the Commitments and
                Loans of
                each Lender from time to time (the "Register").
                The entries in the Register shall be conclusive and binding for all
                purposes and the Borrowers, the Fiscal Agent and the Lenders shall
                treat
                each person whose name is recorded in the Register as a Lender hereunder
                for all purposes of this Agreement.

            


    

     

    
      	
              28.3

            	
              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.

     

    
      	
              28.4

            	
              No
                fiduciary duties

            


    

    
      	
              (a)

            	
              Nothing
                in this Agreement constitutes the Facility Agent
                and/or the Arranger as a trustee or fiduciary of any other
                person.

            


    

     

    
      
        
        

      

      
        138

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              None
                of the Facility Agent, the Security Agent or 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.

            


    

     

    
      	
              28.5

            	
              Business
                with the Group

            


    

    The
      Facility Agent, the Security
      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.

     

    
      	
              28.6

            	
              Rights
                and discretions

            


    

    
      	
              (a)

            	
              The
                Facility Agent may rely on:

            


    

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	
              (b)

            	
              The
                Facility 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 25.1 (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 or
                Selection
                Notice) is made on behalf of and with the consent and knowledge of all the
                Obligors.

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              (d)

            	
              The
                Facility Agent may act in relation to the Finance Documents through
                its
                personnel and agents.

            


    

     

    
      	
              (e)

            	
              The
                Facility 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, none
                of the
                Facility Agent or the Arranger is obliged
                to:

            


    

     

    
      	 	
              (i)

            	
              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; or

            


    

     

    
      	 	
              (ii)

            	
              disclose
                the Indemnity Letter, the Hedging Letter, the Stockholders Agreement
                or
                any Fee Letter to any other Finance Party (or potential
                Lender).

            


    

     

    
      	
              28.7

            	
              Majority
                Lenders' instructions

            


    

    
      	
              (a)

            	
              Unless
                a contrary indication appears in a Finance Document, the Facility
                Agent
                shall (i) exercise any right, power, authority or discretion vested
                in it
                as Facility 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
                Facility 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.

            


    

     

    
      
        
        

      

      
        139

        
          

        

      

      
        
        

      

    

     

    
      	
              (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
                other than the Security
                Agent.

            


    

     

    
      	
              (c)

            	
              The
                Facility 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 Facility Agent may act (or refrain
                from
                taking action) as it considers to be in the best interest of the
                Lenders
                provided
                that when
                exercising the rights, powers, authorities and discretions given
                to the
                Facility Agent under or in connection with the Finance Documents
                (or any
                other rights, powers, authorities and discretions, incidental thereto),
                the Facility Agent shall, at all times, act
                reasonably.

            


    

     

    
      	
              (e)

            	
              The
                Facility 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. This paragraph (e)
                shall not
                apply to any legal or arbitration proceeding relating to the perfection,
                preservation or protection of rights under the Transaction Security
                Documents or enforcement of the Transaction Security or Transaction
                Security Documents.

            


    

     

    
      	
              28.8

            	
              Responsibility
                for documentation

            


    

    None
      of
      the
      Facility Agent or the Arranger:

     

    
      	 	
              (a)

            	
              is
                responsible for the adequacy, accuracy and/or completeness of any
                information (whether oral or written) supplied by the Facility
                Agent
                or
                the Arranger an Obligor or any other person given in or in connection
                with
                any Finance Document or the Information Memorandum or the Reports
                or the
                transactions contemplated in the Finance Documents;
                or

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	
              28.9

            	
              Exclusion
                of liability

            


    

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              No
                Party (other than the Facility Agent) may take any proceedings against
                any
                officer, employee or agent of the Facility Agent in respect of any
                claim
                it might have against the Facility Agent or in respect of any act
                or
                omission of any kind by that officer, employee or agent in relation
                to any
                Finance Document or any Transaction Document and any officer, employee
                or
                agent of the Facility Agent may rely on this Clause subject to Clause
                1.6
                (Third
                party rights)
                and the provisions of the Third Parties
                Act.

            


    

     

    
      
        
        

      

      
        140

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)

            	
              The
                Facility 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 Facility Agent if the Facility
                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 Facility Agent for that
                purpose.

            


    

     

    
      	
              (d)

            	
              Nothing
                in this Agreement shall oblige the Facility 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 Facility 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 Facility Agent or the
                Arranger.

            


    

     

    
      	
              28.10

            	
              Lenders'
                indemnity to the Facility Agent and the Security
                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 each of the Facility
      Agent and the Security
      Agent, within three Business Days of demand, against any cost, loss or liability
      incurred by the Facility Agent (including under Clause 6.2
      (Redenomination) or
      the
      Security Agent (otherwise than by reason of the Facility Agent's or the Security
      Agent's gross negligence or wilful misconduct) in acting as Facility Agent
      or as
      Security Agent under the Finance Documents (unless the Facility Agent or the
      Security Agent has been reimbursed by an Obligor pursuant to a Finance
      Document).

     

    
      	
              28.11

            	
              Resignation
                of the Facility Agent

            


    

    
      	
              (a)

            	
              The
                Facility Agent may (after consultation with the Company)
                resign and appoint one of its Affiliates acting through an office
                in the
                United Kingdom as successor by giving notice to the Lenders and the
                Company.

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
              (e)

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

            


    

     

    
      	
              (f)

            	
              Upon
                the appointment of a successor, the retiring Facility Agent shall
                be
                discharged from any further obligation in respect of the Finance
                Documents
                but shall remain entitled to the benefit of this Clause 28.11.
                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.

            


    

     

    
      
        
        

      

      
        141

        
          

        

      

      
        
        

      

    

     

    
      	
              (g)

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

            


    

     

    
      	
              28.12

            	
              Confidentiality

            


    

    
      	
              (a)

            	
              In
                acting as agent for the Finance Parties, the Facility 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
                Facility
                Agent, it may be treated as confidential to that division or department
                and the Facility Agent shall not be deemed to have notice of
                it.

            


    

     

    
      	
              (c)

            	
              Notwithstanding
                any other provision of any Finance Document to the contrary, none
                of the
                Facility Agent and the Arranger are obliged to disclose to any other
                person (i) any confidential information or (ii) any other information
                if
                the disclosure would or might in its reasonable opinion constitute
                a
                breach of any law or a breach of a fiduciary
                duty.

            


    

     

    
      	
              28.13

            	
              Relationship
                with the Lenders

            


    

    
      	
              (a)

            	
              The
                Facility 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 Facility Agent with any information required
                by
                the Facility Agent in order to calculate the Mandatory Cost in accordance
                with Schedule 4 (Mandatory
                Cost Formulae).

            


    

     

    
      	
              (c)

            	
              Each
                Lender shall supply the Facility Agent with any information that
                the
                Security Agent may reasonably specify (through the Facility Agent)
                as
                being necessary or desirable to enable the Security Agent to perform
                its
                functions as Security Agent. Each Lender shall deal with the Security
                Agent exclusively through the Facility Agent and shall not deal directly
                with the Security Agent.

            


    

     

    
      	
              28.14

            	
              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
      and
      confirms to the Facility 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;

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

            	
              whether
                that Secured Party 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 Transaction Security or
                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;

            


    

     

    
      
        
        

      

      
        142

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              the
                adequacy, accuracy and/or completeness of the Information Memorandum,
                the
                Reports and any other information provided by the Facility 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;
                and

            


    

     

    
      	 	
              (e)

            	
              the
                right or title of any person in or to, or the value or sufficiency
                of any
                part of the Charged Property, the priority of any of the Transaction
                Security or the existence of any Security affecting the Charged
                Property.

            


    

     

    
      	
              28.15

            	
              Reference
                Banks

            


    

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

     

    
      	
              28.16

            	
              Deduction
                from amounts payable by the Facility
                Agent

            


    

    If
      any
      Party owes an amount to the Facility Agent under the Finance Documents the
      Facility Agent may, after giving notice to that Party, deduct an amount not
      exceeding that amount from any payment to that Party which the Facility 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.

     

    
      	
              28.17

            	
              Reliance
                and engagement letters

            


    

    Each
      Finance Party and Secured Party confirms that each of the Arranger and the
      Facility Agent has authority to accept on its behalf and ratifies the acceptance
      on its behalf of any letters or reports already accepted by the Arranger or
      Facility Agent the terms of any reliance letter or engagement letters relating
      to the Reports or any reports or letters provided by accountants in connection
      with the Finance Documents or the transactions contemplated in the Finance
      Documents (including any net asset letter in connection with the financial
      assistance procedures) and to bind it in respect of those Reports, reports
      or
      letters and to sign such letters on its behalf and further confirms that it
      accepts the terms and qualifications set out in such letters.

     

    
      	
              28.18

            	
              Affiliate
                facility offices

            


    

    
      	
              (a)

            	
              A
                Lender may designate an Affiliate of that Lender as its Facility
                Office
                for the purpose of participating in or making Utilisations to Borrowers
                in
                particular countries.

            


    

     

    
      	
              (b)

            	
              An
                Affiliate of a Lender may be designated for the purposes of paragraph
                (a):

            


    

     

    
      	 	
              (i)

            	
              by
                appearing under the name of the Lender in Part II of Schedule 1
                (The
                Original Parties)
                and executing this Agreement; or

            


    

     

    
      
        
        

      

      
        143

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              by
                being referred to in and executing a Transfer Certificate and Lender
                Accession Undertaking by which the Lender becomes a
                Party.

            


    

     

    
      	
              (c)

            	
              An
                Affiliate of a Lender referred to in this Clause 28.18
                shall not have any Commitment, but shall be entitled to all rights
                and
                benefits under the Finance Documents relating to its participation
                in
                Utilisations, and shall have the corresponding duties of a Lender
                in
                relation thereto, and is a Party to this Agreement and each other
                relevant
                Finance Document for those
                purposes.

            


    

     

    
      	
              (d)

            	
              A
                Lender which has an Affiliate appearing under its name in Part II
                of
                Schedule 1 (The
                Original Parties)
                or, as the case may be, in a Transfer Certificate and Lender Accession
                Undertaking, will procure, subject to the terms of this Agreement,
                that
                the Affiliate participates in Utilisations to the relevant Borrower(s)
                in
                place of that Lender.

            


    

     

    
      	
              29.

            	
              
                CONDUCT
                  OF BUSINESS BY THE FINANCE
                  PARTIES

              

            


    

     

    No
      provision of this Agreement will:

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	
              30.

            	
              
                SHARING
                  AMONG THE FINANCE
                  PARTIES

              

            


    

     

    
      	
              30.1

            	
              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 31
      (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 Facility
                Agent;

            


    

     

    
      	 	
              (b)

            	
              the
                Facility 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 Facility Agent
                and
                distributed in accordance with Clause 31
                (Payment
                Mechanics),
                without taking account of any Tax which would be imposed on the Facility
                Agent in relation to the receipt, recovery or distribution;
                and

            


    

     

    
      	 	
              (c)

            	
              the
                Recovering Finance Party shall, within three Business Days of demand
                by
                the Facility Agent, pay to the Facility Agent an amount (the "Sharing
                Payment")
                equal to such receipt or recovery less any amount which the Facility
                Agent
                determines may be retained by the Recovering Finance Party as its
                share of
                any payment to be made, in accordance with Clause 31.5
                (Partial
                payments).

            


    

     

    
      
        
        

      

      
        144

        
          

        

      

      
        
        

      

    

     

    
      	
              30.2

            	
              Redistribution
                of payments

            


    

    The
      Facility 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 31.5
      (Partial
      payments).

     

    
      	
              30.3

            	
              Recovering
                Finance Party's rights

            


    

    
      	
              (a)

            	
              On
                a distribution by the Facility Agent under Clause 30.2
                (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 Finance Parties which have
                shared in the redistribution will turn over any proceeds received
                from the
                relevant Obligor on such rights promptly upon receipt of the same
                to the
                Recovering Finance Party.

            


    

     

    
      	
              30.4

            	
              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 30.2
                (Redistribution
                of payments)
                shall, upon request of the Facility Agent, pay to the Facility 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.

            


    

     

    
      	
              30.5

            	
              Exceptions

            


    

    
      	
              (a)

            	
              This
                Clause 30
                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 the other Finance Party of the legal or arbitration proceedings;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                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.

            


    

     

    
      
        
        

      

      
        145

        
          

        

      

      
        
        

      

    

     

    SECTION
      11

     

    ADMINISTRATION

     

    
      	
              31.

            	
              
                PAYMENT
                  MECHANICS

              

            


    

     

    
      	
              31.1

            	
              Payments
                to the Facility 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 Facility 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 Facility Agent as being customary at the time for
                settlement of transactions in the relevant currency in the place
                of
                payment.

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              31.2

            	
              Distributions
                by the Facility Agent

            


    

    
      	
              (a)

            	
              Each
                payment received by the Facility Agent under the Finance Documents
                for
                another Party shall, subject to Clause 31.3
                (Distributions
                to an Obligor)
                and Clause 31.4
                (Clawback)
                be made available by the Facility 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 Facility
                Agent by
                not less than five Business Days' notice with a bank in the principal
                financial centre of the country of that currency (or, in relation
                to euro,
                in the principal financial centre of a Participating Member State
                or
                London).

            


    

     

    
      	
              (b)

            	
              If
                funds are returned to the Facility Agent in accordance with Clause
                10.9
                (Release
                of Blocked Accounts)
                of the Parent Debenture, the Facility Agent shall ensure that such
                funds
                are distributed to the applicable Lenders pro
                rata
                to
                their Commitments and each Party authorises the Facility Agent to
                make
                such payment accordingly.

            


    

     

    
      	
              31.3

            	
              Distributions
                to an Obligor

            


    

    The
      Facility Agent may (with the consent of the Obligor or in accordance with Clause
      32
      (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.

     

    
      	
              31.4

            	
              Clawback

            


    

    
      	
              (a)

            	
              Where
                a sum is to be paid to the Facility Agent under the Finance Documents
                for
                another Party, the Facility 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 Facility Agent pays an amount to another Party and it proves
                to be the
                case that the Facility 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 Facility Agent shall on demand refund the
                same
                to the Facility Agent together with interest on that amount from
                the date
                of payment to the date of receipt by the Facility Agent, calculated
                by the
                Facility Agent to reflect its cost of funds
                provided
                that no
                Borrower will have any obligation to refund any such sum received
                by it
                and which is subject to Clause 4.4
                (Certain
                Funds).

            


    

     

    
      
        
        

      

      
        146

        
          

        

      

      
        
        

      

    

     

    
      	
              31.5

            	
              Partial
                payments

            


    

    
      	
              (a)

            	
              If
                the Facility Agent receives a payment for application against amounts
                due
                in respect of any Finance Documents that is insufficient to discharge
                all
                the amounts then due and payable by an Obligor under those Finance
                Documents, the Facility Agent shall apply that payment towards the
                obligations of that Obligor under those Finance Documents in the
                following
                order:

            


    

     

    
      	 	
              (i)

            	
              first,
                in or towards payment pro
                rata
                of
                any unpaid fees, costs and expenses of the Facility Agent, the Arranger
                and the Security Agent under those Finance
                Documents;

            


    

     

    
      	 	
              (ii)

            	
              secondly,
                in or towards payment pro
                rata
                of
                any accrued interest, fee or commission due but unpaid under those
                Finance
                Documents;

            


    

     

    
      	 	
              (iii)

            	
              thirdly,
                in or towards payment pro
                rata
                of
                any principal due but unpaid under those Finance Documents;
                and

            


    

     

    
      	 	
              (iv)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              31.6

            	
              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.

     

    
      	
              31.7

            	
              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.

            


    

     

    
      	
              31.8

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

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              (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.

            


    

     

    
      
        
        

      

      
        147

        
          

        

      

      
        
        

      

    

     

    
      	
              (e)

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

            


    

     

    
      	
              31.9

            	
              Change
                of currency

            


    

    
      	
              (a)

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

            


    

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              32.

            	
              
                SET-OFF

              

            


    

     

    If
      an
      Event of Default 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.

     

    
      	
              33.

            	
              
                NOTICES

              

            


    

     

    
      	
              33.1

            	
              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.

     

    
      	
              33.2

            	
              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 that notified in writing to the Facility
                Agent on
                or prior to the date on which it becomes a Party;
                and

            


    

     

    
      	 	
              (c)

            	
              in
                the case of the Facility Agent or the Security Agent, that identified
                with
                its name below,

            


    

     

    
      
        
        

      

      
        148

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              33.3

            	
              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,

            


    

     

    and,
      if a
      particular department or officer is specified as part of its address details
      provided under Clause 33.2
      (Addresses),
      if
      addressed to that department or officer.

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

            	
              All
                notices from or to an Obligor shall be sent through the Facility
                Agent.

            


    

     

    
      	
              (d)

            	
              Any
                communication or document made or delivered to the Company in accordance
                with this Clause 33.3
                will be deemed to have been made or delivered to each of the
                Obligors.

            


    

     

    
      	
              33.4

            	
              Notification
                of address and fax number

            


    

    Promptly
      upon receipt of notification of an address or fax number or change of address
      or
      fax number pursuant to Clause 33.2
      (Addresses)
      or
      changing its own address or fax number, the Facility Agent shall notify the
      other Parties.

     

    
      	
              33.5

            	
              Electronic
                communication

            


    

    
      	
              (a)

            	
              Any
                communication to be made between the Facility Agent or the Security
                Agent and a Lender under or in connection with the Finance Documents
                may
                be made by electronic mail or other electronic means, if the Facility
                Agent, the Security 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 Facility Agent and a Lender
                or
                the Security
                Agent will be effective only when actually received in readable form
                and
                in the case of any electronic communication made by a Lender to the
                Facility Agent or the Security Agent only if it is addressed in such
                a
                manner as the Facility Agent or Security Agent shall specify for
                this
                purpose.

            


    

     

    
      
        
        

      

      
        149

        
          

        

      

      
        
        

      

    

     

    
      	
              33.6

            	
              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 Facility
                Agent
                (the "Designated
                Website")
                if:

            


    

     

    
      	 	
              (i)

            	
              the
                Facility 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 Facility 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
                Facility Agent.

            


    

     

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

     

    
      	
              (b)

            	
              The
                Facility 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 Facility Agent.

            


    

     

    
      	
              (c)

            	
              The
                Company shall promptly upon becoming aware of its occurrence notify
                the
                Facility 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

            


    

     

    
      	 	
              (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 Facility 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
      Facility 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 Facility Agent, one paper
                copy of
                any information required to be provided under this Agreement which
                is
                posted onto the Designated Website.
                The Company shall at its own cost comply with any such request within
                ten
                Business Days.

            


    

     

    
      
        
        

      

      
        150

        
          

        

      

      
        
        

      

    

     

    
      	
              33.7

            	
              English
                language

            


    

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	 	
              (i)

            	
              in
                English; or

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	
              34.

            	
              
                CALCULATIONS
                  AND
                  CERTIFICATES

              

            


    

     

    
      	
              34.1

            	
              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.

     

    
      	
              34.2

            	
              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.

     

    
      	
              34.3

            	
              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.

     

    
      	
              35.

            	
              
                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.

     

    
      	
              36.

            	
              
                REMEDIES
                  AND
                  WAIVERS

              

            


    

     

    No
      failure to exercise, nor any delay in exercising, on the part of any Finance
      Party or Secured 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.

     

    
      	
              37.

            	
              
                AMENDMENTS
                  AND
                  WAIVERS

              

            


    

     

    
      	
              37.1

            	
              Required
                consents

            


    

    
      	
              (a)

            	
              Subject
                to Clause 37.2
                (Exceptions)
                any term of the Finance Documents may be amended or waived only with
                the
                consent of the Majority Lenders and the Company and any such amendment
                or
                waiver will be binding on all
                Parties.

            


    

     

    
      
        
        

      

      
        151

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              The
                Facility Agent may effect, on behalf of any Finance Party, any amendment
                or waiver permitted by this Clause 37.

            


    

     

    
      	
              (c)

            	
              Each
                Obligor agrees to any such amendment or waiver permitted by this
                Clause
                37
                which is agreed to by the Company; this includes any amendment or
                waiver
                which would, but for this paragraph (c), require the consent of all
                of the
                Guarantors.

            


    

     

    
      	
              37.2

            	
              Exceptions

            


    

    
      	
              (a)

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

            


    

     

    
      	 	
              (i)

            	
              the
                definition of "Change
                of Control"
                or "Majority
                Lenders"
                or "Super
                Majority Lenders"
                in Clause 1.1
                (Definitions);

            


    

     

    
      	 	
              (ii)

            	
              any
                provision which expressly requires the consent of all the
                Lenders;

            


    

     

    
      	 	
              (iii)

            	
              Clause
                2.2
                (Finance
                Parties' rights and obligations),
                Clause 26
                (Changes
                to the Lenders)
                or Clause 30
                (Sharing
                among the Finance Parties)
                (other than changes consequential on or required to implement a Structural
                Adjustment);

            


    

     

    
      	 	
              (iv)

            	
              the
                provisions of this Clause 37
                including the definition of "Structural
                Adjustment";

            


    

     

    
      	 	
              (v)

            	
              any
                waiver of an obligation to prepay on an Exit;
                or

            


    

     

    
      	 	
              (vi)

            	
              any
                amendment to the order of priority or subordination under the
                Intercreditor Agreement or the manner in which the proceeds of enforcement
                of the Transaction Security are distributed (other than changes
                consequential on or required to implement a Structural
                Adjustment),

            


    

     

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

     

    
      	
              (b)

            	
              An
                amendment or waiver that has the effect of releasing any guarantees
                or
                Transaction Security (unless permitted under this Agreement or any
                other
                Finance Document or relating to a sale or disposal of an asset which
                is
                the subject of the Transaction Security where such sale or disposal
                is a
                Permitted Disposal or a Permitted Transaction or any other disposal
                or
                transaction to which the Majority Lenders have consented in accordance
                with the Finance Documents) shall not be made without the prior consent
                of
                the Super Majority Lenders.

            


    

     

    
      	
              (c)

            	
              Any
                amendment or waiver which relates to the rights or obligations applicable
                to a particular Loan and which does not materially and adversely
                affect
                the rights or interests of Lenders in respect of other Loans shall
                only
                require the consent of the Majority Lenders (or the relevant Super
                Majority Lenders, as the case may be) as if references in this clause
                to
                "Lenders" were only to Lenders participating in that Loan. For the
                avoidance of doubt, the prepayment of the Facility in full or in
                part
                other than as permitted under the Finance Documents shall require
                only the
                consent of the Majority Lenders under the Term
                Facilities.

            


    

     

    
      	
              (d)

            	
              An
                amendment or waiver which relates to the rights or obligations of
                the
                Facility Agent, the Arranger or the Security Agent may not be effected
                without the consent of the Facility Agent, the Arranger or the Security
                Agent.

            


    

     

    
      	
              (e)

            	
              Subject
                to the provisions of the Intercreditor Agreement, a Structural Adjustment
                may be approved with the consent of the Majority Lenders and of each
                Lender that is assuming a Commitment or an increased Commitment in
                the
                relevant Loan or whose Commitment is being extended or redenominated
                or to
                whom any amount is owing which is being reduced, deferred or redenominated
                (as the case may be).

            


    

     

    
      
        
        

      

      
        152

        
          

        

      

      
        
        

      

    

     

    
      	
              (f)

            	
              For
                the purposes of this Clause 37
                "Structural
                Adjustment"
                means an amendment, waiver or variation of the terms of some or all
                of the
                Finance Documents that results from or is intended to result from
                or
                constitutes:

            


    

     

    
      	 	
              (i)

            	
              the
                introduction of an additional loan,
                commitment or facility into this
                Agreement;

            


    

     

    
      	 	
              (ii)

            	
              an
                increase in or addition of any Commitment, any extension of the
                availability or maturity of any Commitment, any redenomination of
                any
                Commitment into another currency except as set out in this Agreement
                and
                any extension of the date for or redenomination of, or a reduction
                of, any
                amount owing under a Finance
                Document;

            


    

     

    
      	 	
              (iii)

            	
              an
                extension to the date of payment or maturity of any principal, interest,
                fees, commission or other amount payable under the Finance
                Documents;

            


    

     

    
      	 	
              (iv)

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

            


    

     

    
      	 	
              (v)

            	
              a
                change in currency of payment of any principal, interest, fees, commission
                or other amount payable under the Finance Documents;
                and

            


    

     

    
      	 	
              (vi)

            	
              any
                amendment to the Finance Documents (including changes to, the taking
                of or
                the release coupled with the immediate retaking of security) consequential
                on or required to implement or reflect anything described above in
                paragraphs (i) to (v) above.

            


    

     

    
      	
              (g)

            	
              If
                a Lender does not accept or reject a waiver or request within 15
                Business
                Days (unless the Company
                and the Facility Agent agree to a longer time period in relation
                to any
                request) or abstains from accepting or rejecting a request of it
                being
                made, its Commitment and/or participation shall not be included for
                the
                purpose of calculating the Total Commitments or participations under
                the
                relevant Facility when ascertaining whether a certain percentage
                of Total
                Commitments and/or participations has been obtained to approve an
                amendment or waiver or (in relation to a Structural Adjustment) whether
                the consent of all of the Lenders under the relevant Facility has
                been
                obtained.

            


    

     

    
      	
              (h)

            	
              The
                Commitment and/or participation of any Non-Consenting Lender shall
                not be
                included for the purpose of calculating the Total Commitments or
                participations under the relevant Facility when ascertaining whether
                a
                certain percentage of Total Commitments and/or participations has
                been
                obtained if, within 3 Business Days of the Company's request, such
                Non-Consenting Lender has not entered into a legally binding agreement
                to
                transfer its Commitment and/or participation to another person eligible
                to
                become a Lender.

            


    

     

    
      	
              38.

            	
              
                COUNTERPARTS

              

            


    

     

    Each
      Finance Document (except
      when governed by French law) 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.

     

    
      
         

      

      
        153

        
          

        

      

      
         

      

    

     

    
      	
              39.

            	
              
                US
                  PATRIOT
                  ACT

              

            


    

     

    Each
      Lender and the Facility
      Agent (for itself and not on behalf of any Lender) hereby notifies the Obligors
      that pursuant to the requirements of the US Patriot Act, it is required to
      obtain, verify and record information that identifies each Obligor, which
      information includes the name and address of such Obligor and other information
      that will allow such Lender or the Facility Agent, as applicable, to identify
      such Obligor in accordance with the US Patriot Act. Each of the Obligors shall,
      and shall cause each of its Subsidiaries to, provide such information and take
      such actions as are reasonably requested by the Facility Agent or any Lender
      in
      order to assist the Facility Agent and the Lenders in maintaining compliance
      with the US Patriot Act.

     

    
      
        
        

      

      
        154

        
          

        

      

      
        
        

      

    

     

    SECTION
      12

     

    GOVERNING
      LAW AND ENFORCEMENT

     

    
      	
              40.

            	
              
                GOVERNING
                  LAW

              

            


    

     

    This
      Agreement is governed by English law.

     

    
      	
              41.

            	
              
                ENFORCEMENT

              

            


    

     

    
      	
              41.1

            	
              Jurisdiction
                of English courts

            


    

    
      	
              (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 41.1
                is
                for the benefit of the Finance Parties and Secured Parties only.
                As a
                result, no Finance Party or Secured 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 and Secured Parties
                may
                take concurrent proceedings in any number of
                jurisdictions.

            


    

     

    
      	
              41.2

            	
              Service
                of process

            


    

    
      	
              (a)

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

            


    

     

    
      	 	
              (i)

            	
              irrevocably
                appoints
                NDS Finance Limited as its agent for service of process in relation
                to any
                proceedings before the English courts in connection with any Finance
                Document and NDS Finance Limited by its execution of this Agreement,
                accepts that appointment); and 

            


    

     

    
      	 	
              (ii)

            	
              agrees
                that failure by an agent for service of process to notify the relevant
                Obligor of the process will not invalidate the proceedings
                concerned.

            


    

     

    
      	
              (b)

            	
              If
                any person appointed as an agent for service of process is unable
                for any
                reason to act as agent for service of process, the Company
                (on behalf of all the Obligors) must immediately (and in any event
                within
                20 Business Days of such event taking place) appoint another agent
                on
                terms acceptable to the Facility Agent. Failing this, the Facility
                Agent
                may appoint another agent for this
                purpose.

            


    

     

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

     

    
      
        
        

      

      
        155

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

    
The
      Original Parties

     

    PART
      I

     

    The
      Original Obligors

     

    
      	
              Name
                of Original Borrower

            	
              Registration
                number (or equivalent, if any)

            
	 	 
	
              The
                Company

            	
              06617193

            


    

     

    
      	
              Name
                of Original Guarantor

            	
              Registration
                number (or equivalent, if any)

            
	 	 
	
              The
                Company

            	
              06617193

            


    

     

    
      
        
        

      

      
        156

        
          

        

      

      
        
        

      

    

     

    PART
      II

     

    The
      Original Lenders

     

    
      	
              Name
                of Original Lender

            	 	
              Commitment

            	 
	 	 	 	 
	
              JPMorgan
                Chase Bank,
                N.A., London Branch

            	 	
              $

            	
              192,500,000

            	 
	
              Morgan
                Stanley Bank

            	 	
              $

            	
              192,500,000

            	 
	 	 	 	 	 
	
              Total

            	 	
              $

            	
              385,000,000

            	 


    

     

    
      
        
        

      

      
        157

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      2

     

    Conditions
      Precedent and conditions subsequent

     

    PART
      I

     

    Conditions
      precedent to initial Utilisation during the Certain Funds
      Period

     

    
      	
              1.

            	
              Documentation

            


    

     

    
      	 	
              (a)

            	
              A
                copy of the constitutional documents of the
                Company, the Vendor Loan Note Holder and each Closing Obligor including
                (except in the case of the Vendor Loan Note Holder, the Parent and
                the
                Company) a shareholders' resolution amending its constitutional documents
                as agreed with the Facility Agent.

            


    

     

    
      	 	
              (b)

            	
              If
                required under applicable law or practice, a copy of a resolution
                of the
                board of directors (or equivalent) of the Company, the Vendor Loan
                Note
                Holder and each Closing Obligor:

            


    

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (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
                and
                Selection Notice) to be signed and/or despatched by it under or in
                connection with the Finance Documents to which it is a party;
                and

            


    

     

    
      	 	
              (iv)

            	
              in
                the case of an Obligor other than the Company,
                authorising the Company to act as its agent in connection with the
                Finance
                Documents.

            


    

     

    
      	 	
              (c)

            	
              A
                specimen of the signature of each person authorised by the resolution
                referred to in paragraph (b) above in relation to the Finance Documents
                and related documents.

            


    

     

    
      	 	
              (d)

            	
              If
                required under applicable law or practice, a copy of a resolution
                signed
                by all the holders of the issued shares in the
                Company and each Closing Obligor (other than the Parent), approving
                the
                terms of, and the transactions contemplated by, the Finance Documents
                to
                which the relevant Obligor is a
                party.

            


    

     

    
      	 	
              (e)

            	
              A
                certificate of an authorised signatory of the Company, the Vendor
                Loan
                Note Holder (in agreed form) and each Closing Obligor certifying
                that each
                copy document relating to it specified in this Part I of Schedule
                2 is
                correct, complete and in full force and effect and has not been amended
                or
                superseded and there has not been any breach of guaranteeing or borrowing
                restrictions, in each case as at a date no earlier than the date
                of this
                Agreement.

            


    

     

    
      
        
        

      

      
        158

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              Required
                "know your customer" information in respect of the Company, the Vendor
                Loan Note Holder and each Closing Obligor and, to the extent required
                by
                any Finance Party, the Investors as notified to the Company prior
                to the
                date of this Agreement.

            


    

     

    
      	 	
              (g)

            	
              A
                certificate as to the existence and good standing (including verification
                of tax status, if available) of the Vendor Loan Note Holder from
                the
                appropriate governmental authorities in the Vendor Loan Note Holder's
                jurisdiction of organisation and in each other jurisdiction where
                the
                Vendor Loan Note Holder is qualified to do business (if any) and
                where the
                failure to be so qualified would have a Material Adverse Effect on
                the
                Vendor Loan Note Holder.

            


    

     

    
      	
              2.

            	
              Completion
                Requirements

            


    

     

    
      	 	
              (a)

            	
              Certificates
                from an authorised signatory of each of Permira and the Parent together
                certifying that the Investors will make cash contributions or rollover
                existing investments by way of subscription for ordinary shares,
                shareholder loans, preferred equity certificates and/or asset or
                business
                contributions in an aggregate amount equal to at least 40% of the
                aggregate funded capital structure at Closing (together, the "Equity
                Contribution");*
                

            


    

     

    
      	 	
              (b)

            	
              Substantially
                simultaneous lending of the Term Facilities and the
                Facility.*

            


    

     

    
      	 	
              (c)

            	
              The
                Parent has received sufficient cash which is standing to the credit
                of the
                Group Blocked Account which, when aggregated with the amounts to
                be paid
                into the Lender Blocked Account under this Agreement and the Senior
                Facilities Agreement as evidenced by the utilisation requests submitted
                thereunder, are sufficient to satisfy its cash payment obligations
                under
                the Scheme as set out in the Structure Memorandum and the Funds Flow
                Statement.

            


    

     

    
      	 	
              (d)

            	
              Confirmation
                from Nuclobel Topco 1 S.àr.l. and Nuclobel Topco 2 S.àr.l. that the
                Permira Holdcos (as defined in the Structure Memorandum) have been
                capitalised.*

            


    

     

    
      	 	
              (e)

            	
              Evidence
                that the fees due to the Arranger, the Lenders and the Facility Agent
                on
                the Scheme Date and the legal fees which have been agreed to be paid
                on
                the Scheme Date and in respect of which an invoice has been provided
                to
                the Company have been paid or will be paid on or prior to the Scheme
                Date
                (which evidence may be provided by a Utilisation Request in agreed
                form).*

            


    

     

    
      	
              3.

            	
              Finance
                Documents

            


    

     

    
      	 	
              (a)

            	
              This
                Agreement, the Senior
                Facilities Agreement, the Intercreditor Agreement and the Fee Letters
                executed by the Company and the Closing Obligors party
                thereto.*

            


    

     

    
      	 	
              (b)

            	
               

            


    

     

    
      	 	
              (i)

            	
              A
                debenture from each of the Parent, the Company and each other company
                incorporated in the United Kingdom which is listed as a Guarantor
                and
                marked as "Closing Obligor" in paragraph 5
                of Schedule
                12
                (Security
                Principles).*

            


    

     

    
      
        
        

      

      
        159

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              An
                agreed form English law assignment by way of security granted by
                the
                Vendor Loan Note Holder and the VLN Security Trustee in favour of
                the
                Security Agent in respect of all their respective rights, title,
                interest
                and benefit in and to the Vendor Loan Notes, Vendor Loan Note Instrument
                and VLN Debentures.*

            


    

     

    
      	 	
              (c)

            	
              A
                copy of a side letter in relation to any potential claims against
                the
                providers of any of the Reports where any of them have been addressed
                to
                Nuclobel Lux 1 S.àr.l.

            


    

     

    
      	 	
              (d)

            	
              The
                Hedging Letter.

            


    

     

    
      
        	
                4.

              	
                Legal
                  Opinions

              


      

       

    

    
      	
              (a)

            	
              Legal
                opinions from Linklaters as the legal advisers to the Facility Agent
                relating to entry into the Finance Documents by the Company and each
                Closing Obligor.

            


    

     

    
      	
              (b)

            	
              Agreed
                form of legal opinion by Skadden, Arps, Slate, Meagher & Flom LLP,
                special US counsel to the Vendor Loan Note Holder and the VLN Security
                Trustee, with respect to their respective capacity to enter into
                the
                Finance Documents to which each is a
                party.

            


    

     

    
      	
              (c)

            	
              Agreed
                form of legal opinion from Linklaters LLP as the legal advisers to
                the
                Facility Agent relating to the Finance Documents to which the Vendor
                Loan
                Note Holder and the VLN Security Trustee are
                party.

            


    

     

    
      	
              5.

            	
              Other
                documents and evidence

            


    

     

    
      	 	
              (a)

            	
              The
                Base Case Model.

            


    

     

    
      	 	
              (b)

            	
              The
                Reports (including, except in the case of the Technical Report
                for which there will be a disclosure letter, reliance letters (or
                addressee language) in favour of the Finance Parties, the Company
                and
                Nuclobel Lux 1 S.àr.l. only).

            


    

     

    
      	 	
              (c)

            	
              The
                Structure Memorandum (including reliance letters (or addressee language)
                in favour of the Finance Parties).

            


    

     

    
      	 	
              (d)

            	
              The
                Funds Flow Statement.

            


    

     

    
      	 	
              (e)

            	
              Group
                corporate ownership structure chart and list of Material
                Companies.

            


    

     

    
      	 	
              (f)

            	
              Draft
                Press Release.

            


    

     

    
      	 	
              (g)

            	
              A
                copy of each Scheme Document.*

            


    

     

    
      	 	
              (h)

            	
              The
                following in relation to the
                Scheme:

            


    

     

    
      	 	
              (i)

            	
              a
                copy of the shareholder resolution approving the
                Scheme;*

            


    

     

    
      	 	
              (ii)

            	
              a
                copy of the Implementation Agreement;*
                and

            


    

     

    
      	 	
              (iii)

            	
              copy
                of the court
                order sanctioning the Scheme;*

            


    

     

    The
      documents
      provided
      in paragraphs (g)-(h) above are not required to be in form and substance
      satisfactory to the Facility Agent.

     

    
      
        
        

      

      
        160

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              Miscellaneous

            


    

     

    
      	 	
              (a)

            	
              Evidence
                that steps 1 to 12
                specified in the Structure Memorandum to be completed prior to the
                first
                utilisation have been completed.* 

            


    

     

    
      	 	
              (b)

            	
              Each
                Vendor Document (other than the VLN Pledges) in agreed
                form.

            


    

     

    
      
        
        

      

      
        161

        
          

        

      

      
        
        

      

    

     

    PART
      II

     

    Conditions
      subsequent within 90 days of Closing

     

    
      	
              1.

            	
              Obligors

            


    

     

    
      	 	
              (a)

            	
              A
                copy of the constitutional documents of each Guarantor,
                the Vendor Loan Note Holder and the VLN Security Trustee including
                in
                relation to a Dutch Obligor, a recent extract from the Dutch trade
                register (handelsregister)
                relating to it.

            


    

     

    
      	 	
              (b)

            	
              If
                required under applicable law or practice, a copy of a resolution
                of the
                board of directors (or equivalent) of each Guarantor, the Vendor
                Loan Note
                Holder and the VLN Security
                Trustee:

            


    

     

    
      	 	
              (i)

            	
              approving
                the terms of, and the transactions contemplated by, the Accession
                Letter
                and the Finance Documents to which it is a party and resolving that
                it
                execute, deliver and perform the Accession Letter and any other Finance
                Documents to which it is a party;

            


    

     

    
      	 	
              (ii)

            	
              authorising
                a specified person or persons to execute the Accession Letter and
                any
                other Finance Documents to which it is a party on its
                behalf;

            


    

     

    
      	 	
              (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
                and
                Selection Notice) to be signed and/or despatched by it under or in
                connection with the Finance Documents to which it is a party;
                and

            


    

     

    
      	 	
              (iv)

            	
              authorising
                the Company
                to act as its agent in connection with the Finance
                Documents.

            


    

     

    
      	 	
              (c)

            	
              A
                specimen of the signature of each person authorised by the resolution
                referred to in paragraph (b) above in relation to the Finance Documents
                and related documents.

            


    

     

    
      	 	
              (d)

            	
              If
                required under applicable law or practice, a copy of a resolution
                signed
                by all the holders of the issued shares in each Guarantor (which
                are
                members of the Group), approving the terms of, and the transactions
                contemplated by, the Finance Documents to which the Guarantor is
                a
                party.

            


    

     

    
      	 	
              (e)

            	
              A
                certificate of an authorised signatory of the Guarantor, the Vendor
                Loan
                Note Holder and the VLN Security Trustee certifying that each copy
                document relating to it specified in this Part II of Schedule 2 is
                correct, complete and in full force and effect and has not been amended
                or
                superseded and there has not been any breach of guaranteeing or borrowing
                restrictions.

            


    

     

    
      	 	
              (f)

            	
              In
                respect of a Dutch Obligor, if required, a copy of a resolution of
                its
                general meeting of shareholders or board of supervisory directors
                (if any)
                approving its execution and the terms of, and the transactions
                contemplated by, the Finance Documents (and, if applicable, appointing
                one
                or more authorised persons to represent the relevant Dutch Obligor
                in case
                of a conflict of interest) and of a concurring unconditional advice
                of any
                works council or union which has advisory rights in respect of the
                transactions contemplated in the Finance
                Documents.

            


    

     

    
      
        
        

      

      
        162

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (g)

            	
              If
                such Guarantor is a US Obligor and in the case of the Vendor Loan
                Note
                Holder and VLN Security Trustee, a certificate as to the existence
                and
                good standing (including verification of tax status, if available)
                of the
                US Obligor from the appropriate governmental authorities in such
                US
                Obligor's jurisdiction of organisation and in each other jurisdiction
                where such US Obligor is qualified to do business (if any), and where
                the
                failure to be so qualified would have a Material Adverse Effect on
                such US
                Obligor.

            


    

     

    
      	 	
              (h)

            	
              If
                such Guarantor is a US Obligor, a solvency
                certificate.

            


    

     

    
      	 	
              (i)

            	
              In
                the case of US Obligors, control agreements with respect to deposit
                accounts, as required by the relevant Transaction Security
                Document.

            


    

     

    
      	
              2.

            	
              Documents

            


    

     

    
      	 	
              (a)

            	
              Accession
                of each Guarantor as a guarantor of the Senior Facilities and the
                Facility
                and the Intercreditor Agreement.

            


    

     

    
      	 	
              (b)

            	
              Each
                Transaction Security Document (and any documents agreed to be provided
                thereunder) executed by each Guarantor specified below opposite the
                relevant Transaction Security
                Document:

            


    

     

    
      
        
          	
                  Name
                    of Guarantor

                	 	
                  Transaction
                    Security Document

                
	
                  NDS
                    Finance Limited

                	 	
                  Share
                    Pledge over NDS Americas Inc.

                  Share
                    Pledge over NDS Holdings B.V.

                  Pledge
                    over IP rights in the US (if any)

                
	 	 	 
	
                  NDS
                    Limited

                	 	
                  Share
                    Pledge over NDS Technologies France SAS

                  Pledge
                    over IP rights in the US

                
	 	 	 
	
                  News
                    Datacom Limited

                	 	
                  Pledge
                    over IP rights in the US

                
	 	 	 
	
                  NDS
                    Sweden AB

                	 	
                  Share
                    Pledge over NDS Technologies Israel Limited

                  Business
                    Mortgage(s), if any

                  Real
                    Estate Mortgage(s) (if any material real estate)

                  Pledge
                    over intercompany loans, if any

                  Pledge
                    over IP rights, if any

                
	 	 	 
	
                  NDS
                    Americas Inc.

                	 	
                  Security
                    Agreement

                  Pledge
                    Agreement (if required in accordance with the Security
                    Principles)

                  Deposit
                    Account Control Agreement, if any

                  Mortgages/Deed
                    of Trust (if any material real
                    estate)

                


        

         

        
          
            
            

          

          
            163

            
              

            

          

          
            
            

          

        

         

        
          	
                  Name
                    of Guarantor

                	 	
                  Transaction
                    Security Document

                


        

        
          	
                  NDS
                    Holdings B.V.

                	 	
                  Share
                    Pledge over NDS Sweden AB 

                
	 	 	 
	
                  NDS
                    Technologies Israel Limited

                	 	
                  Floating
                    Charge Agreement (which, for the avoidance of doubt, shall be
                    second
                    ranking for so long as the existing Security in favour of the
                    State of
                    Israel remains in place)

                
	 	 	 
	
                  Parent

                	 	
                  Pledge
                    over IP rights in the US (if any)

                
	 	 	 
	
                  Digi-Media
                    Vision Limited

                	 	
                  Pledge
                    over IP rights in the US (if
                    any)

                


        

      

    

     

    
      	 	
              (c)

            	
              A
                New York law assignment by way of security (and any documents agreed
                to be
                provided thereunder) granted by the Vendor Loan Note Holder and the
                VLN
                Security Trustee in favour of the Security Agent in respect of all
                their
                respective rights, title, interest and benefit under the VLN
                Pledges.

            


    

     

    
      	 	
              (d)

            	
              A
                copy of the constitutional documents of any member of the Group whose
                shares are subject to Security under any Transaction Security Document
                referred to in paragraph (c) above, together with any resolutions
                of the
                shareholders of that member of the Group adopting such changes to
                the
                constitutional documents of that member of the Group as may be necessary
                to enable the Security Agent to enforce the Transaction Security
                without
                restriction by that member of the Group or its
                directors.

            


    

     

    
      	
              3.

            	
              Legal
                opinions

            


    

     

    
      	 	
              (a)

            	
              Legal
                opinions from the legal advisers to the Facility Agent relating to
                entry
                into the Finance Documents by the Guarantors and, where customary
                in the
                relevant jurisdictions and with respect to capacity only, from the
                legal
                advisers of the relevant Guarantor.

            


    

     

    
      	 	
              (b)

            	
              A
                legal opinion by Skadden, Arps, Slate, Meagher & Flom LLP, special US
                counsel to the Vendor Loan Note Holder and the VLN Security Trustee,
                with
                respect to their respective capacity to enter into the New York law
                assignment referred to in paragraph 2(c)
                above.

            


    

     

    
      	 	
              (c)

            	
              A
                legal opinion by Linklaters LLP as the New York law legal advisers
                to the
                Facility Agent relating to the New York law assignment referred to
                in
                paragraph 2(c) above.

            


    

     

    
      	
              4.

            	
              Other
                documents and evidence

            


    

     

    
      	 	
              (a)

            	
              If
                the proposed Guarantor is incorporated in a jurisdiction other than
                England and Wales, evidence that the agent for service of process
                specified in Clause 41.2
                (Service
                of process),
                if not an Obligor, has accepted its appointment in relation to the
                proposed Guarantor.

            


    

     

    
      
         

      

      
        164

        
          

        

      

      
         

      

    

     

    
      	
               

            	
              (b)

            	
              Required
                "know your customer" information in relation to the
                Guarantor.

            


    

     

    
      	 	
              (c)

            	
              Such
                documentary evidence as legal counsel to the Facility Agent may reasonably
                require, that such Guarantor has complied with any procedures reasonably
                required in its jurisdiction to permit the giving of financial assistance
                or analogous process.

            


    

     

    
      	 	
              (d)

            	
              The
                VLN Pledges (each dated on a date after the equivalent Transaction
                Security Documents listed in paragraph 2(b)
                above).

            


    

     

    
      
        
        

      

      
        165

        
          

        

      

      
        
        

      

    

     

    PART
      III

     

    Conditions
      Precedent required to be delivered by an Additional
      Obligor

     

    
      	
              1.

            	
              Obligors

            


    

     

    
      	 	
              (a)

            	
              A
                copy of the constitutional documents of the Additional Obligor
                including in relation to a Dutch Obligor, a recent extract from the
                Dutch
                trade register (handelsregister)
                relating to it.

            


    

     

    
      	 	
              (b)

            	
              If
                required under applicable law or practice, a copy of a resolution
                of the
                board of directors (or equivalent) of the Additional
                Obligor:

            


    

     

    
      	 	
              (i)

            	
              approving
                the terms of, and the transactions contemplated by, the Accession
                Letter
                and Finance Documents to which it is a party and resolving that it
                execute, deliver and perform the Accession Letter and any other Finance
                Documents to which it is a party;

            


    

     

    
      	 	
              (ii)

            	
              authorising
                a specified person or persons to execute the Accession Letter and
                other
                Finance Documents to which it is a party on its
                behalf;

            


    

     

    
      	 	
              (iii)

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

            


    

     

    
      	 	
              (iv)

            	
              authorising
                the Company to act as its agent in connection with the Finance
                Documents.

            


    

     

    
      	 	
              (c)

            	
              A
                specimen of the signature of each person authorised by the resolution
                referred to in paragraph (b) above in relation to the Finance Documents
                and related documents.

            


    

     

    
      	 	
              (d)

            	
              If
                required under applicable law, a copy of a resolution signed by all
                the
                holders of the issued shares in the Additional Obligor (which are
                members
                of the Group), approving the terms of, and the transactions contemplated
                by, the Finance Documents to which the Additional Obligor is a
                party.

            


    

     

    
      	 	
              (e)

            	
              A
                certificate of an authorised signatory of the Additional Obligor
                certifying that each copy document relating to it specified in this
                Part
                III of Schedule 2 is correct, complete and in full force and effect
                and
                has not been amended or superseded and there has not been any breach
                of
                guaranteeing or borrowing
                restrictions.

            


    

     

    
      	 	
              (f)

            	
              In
                respect of a Dutch Obligor, if required, a copy of a resolution of
                its
                general meeting of shareholders or board of supervisory directors
                (if any)
                approving its execution and the terms of, and the transactions
                contemplated by, the Finance Documents (and, if applicable, appointing
                one
                or more authorised persons to represent the relevant Dutch Obligor
                in case
                of a conflict of interest) and of a concurring unconditional advice
                of any
                works council or union which has advisory rights in respect of the
                transactions contemplated in the Finance
                Documents.

            


    

     

    
      
        
        

      

      
        166

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (g)

            	
              If
                such Additional Obligor is a US Obligor, a certificate as to the
                existence
                and good standing (including verification of tax status, if available)
                of
                the US Obligor from the appropriate governmental authorities in such
                US
                Obligor's jurisdiction of organisation and in each other jurisdiction
                where such US Obligor is qualified to do business and where the failure
                to
                be so qualified would have a Material Adverse Effect on such US
                Obligor.

            


    

     

    
      	 	
              (h)

            	
              If
                such Additional Obligor is a US Obligor, a solvency
                certificate.

            


    

     

    
      	 	
              (i)

            	
              In
                the case of US Obligors, control agreements with respect to deposit
                accounts as required by the relevant Transaction Security
                Document.

            


    

     

    
      	
              2.

            	
              Documents

            


    

     

    
      	 	
              (a)

            	
              Accession
                of the Additional Obligor to the Senior Facilities Agreement, this
                Agreement and the Intercreditor
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              Each
                Transaction Security Document (and any documents agreed to be provided
                thereunder) reasonably required by the Facility Agent and to be provided
                in accordance with the Security Principles and executed by the Additional
                Obligor.

            


    

     

    
      	 	
              (c)

            	
              A
                copy of the constitutional documents of any member of the Group whose
                shares are subject to Security under any Transaction Security Document
                referred to in paragraph (b) above, together with any resolutions
                of the
                shareholders of that member of the Group adopting such changes to
                the
                constitutional documents of that member of the Group as may be necessary
                to enable the Security Agent to enforce the Transaction Security
                without
                restriction by that member of the Group or its
                directors.

            


    

     

    
      	
              3.

            	
              Legal
                opinions

            


    

     

    Legal
      opinions from the legal advisers to the Facility Agent relating to entry into
      the Finance Documents by the Additional Obligor and, where customary in the
      relevant jurisdictions and with respect to capacity only, from the legal
      advisers of the Additional Obligor.

     

    
      	
              4.

            	
              Other
                documents and evidence

            


    

     

    
      	 	
              (a)

            	
              If
                the proposed Additional Obligor is incorporated in a jurisdiction
                other
                than England and Wales, evidence that the agent for service of process
                specified in Clause 41.2
                (Service
                of process),
                if not an Obligor, has accepted its appointment in relation to the
                proposed Additional Obligor.

            


    

     

    
      	 	
              (b)

            	
              Required
                "know your customer" information in relation to the
                Guarantor.

            


    

     

    
      	 	
              (c)

            	
              Such
                documentary evidence as legal counsel to the Facility Agent may reasonably
                require, that such Additional Obligor has (to the extent reasonable)
                complied with any procedure reasonably required in its jurisdiction
                to
                permit the giving of financial assistance or analogous
                process.

            


    

     

    
      
        
        

      

      
        167

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      3

     

    Requests

    PART
      I

    Utilisation
      Request Loans

    From: [Borrower]
      Company*

     

    To: [Facility
      Agent]

     

    Dated: [                   ]

     

    Dear
      Sirs

     

    NDS
      Finance Limited –
      $385,000,000 Mezzanine Facility Agreement 

    dated
      [                   ]
      (the " Facility Agreement")

     

    
      	
              1.

            	
              We
                refer to the Facility Agreement. This is a Utilisation Request. Terms
                defined in the Facility 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:

            


    

     

    
      	
              (a)

            	
              Borrower:

            	
              [                   ]

            
	 	 	 
	
              (b)

            	
              Proposed
                Utilisation Date:

            	
              [                   ]
                (or, if that is not a Business Day, the next Business
                Day)

            
	 	 	 
	
              (c)

            	
              Currency
                of Loan:

            	
              [                   ]

            
	 	 	 
	
              (d)

            	
              Amount:

            	
              [                   ]
                or, if less, the Available Facility

            
	 	 	 
	
              (e)

            	
              Interest
                Period:

            	
              [                   ]

            


    

     

     

    
      	
              3.

            	
              We
                confirm that each condition specified in Clause 4.2
                (Conditions
                to Utilisation)
                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

     

    [the
      Company on behalf of [insert
      name of relevant Borrower]]/[insert
      name of Borrower]*

     

    NOTES:

     

    *
       Amend
      as
      appropriate. The Utilisation Request can be given by the Borrower or by the
      Company.

     

    ** Select
      the Facility to be utilised and delete references to the other
      Facilities.

     

    
      
        
        

      

      
        168

        
          

        

      

      
        
        

      

    

     

    PART
      II

     

    Selection
      Notice

    From: [Borrower]
      Company*

     

    To: [Facility
      Agent]

     

    Dated: [                   ]

     

    Dear
      Sirs

     

    NDS
      Finance Limited –
      $385,000,000 Mezzanine Facility Agreement 

    dated
      [                   ]
      (the "Facility Agreement")

     

    
      	
              1.

            	
              We
                refer to the Facility Agreement. This is a Selection Notice. Terms
                defined
                in the Facility Agreement have the same meaning in this Selection
                Notice
                unless given a different meaning in this Selection
                Notice.

            


    

     

    
      	
              2.

            	
              We
                refer to the following Loan[s] with an Interest Period ending on
                [                   ]**.

            


    

     

    
      	
              3.

            	
              [We
                request that the above Loan[s] be divided into [                   ]
                Loans with the following Base Currency Amounts and Interest Periods:]
                ***

            


    

     

    or

     

    [We
      request that the next Interest Period for the above Loan[s] is [                   ]].****

     

    
      	
              4.

            	
              This
                Selection Notice is irrevocable.

            


    

     

    Yours
      faithfully

     

    
      
        

      

    

    authorised
      signatory for

     

    [the
      Company on behalf of] [insert
      name of relevant Borrower]]/[insert
      name of Relevant Borrower]*

     

    NOTES:

     

    
      	*	
              Amend
                as appropriate. The Selection Notice can be given by the Borrower
                or the
                Company.

            


    

     

    
      	**	
              Insert
                details of all Loans which have an Interest Period ending on the
                same
                date.

            


    

     

    
      	***	
              Use
                this option if division of Loans for the relevant Facility is
                requested.

            


    

     

    
      	****	
              Use
                this option if sub-division is not
                required.

            


    

     

    
      
        
        

      

      
        169

        
          

        

      

      
        
        

      

    

     

    PART
      III

     

    Redenomination
      Notice

    From: [Facility
      Agent]

     

    To: Company

     

    Dated: [                   ]

     

    Dear
      Sirs

     

    NDS
      Finance Limited –
      $385,000,000 Mezzanine Facility Agreement

    dated
      [                   ]
      (the "Facility Agreement")

     

    
      	
              1.

            	
              We
                refer to the Facility Agreement. This is a Redenomination Notice.
                Terms
                defined in the Facility Agreement have the same meaning in this
                Redenomination Notice unless given a different meaning in this
                Redenomination Notice.

            


    

     

    
      	
              2.

            	
              We
                request [that $[                   ]
                of the Facility be redenominated into euros [and] that $[                   ]
                of the Facility be redenominated into
                euros.

            


    

     

    
      	
              3.

            	
              We
                request that the above redenomination should occur and be effective
                on
                [                   ].

            


    

     

    
      	
              4.

            	
              This
                Redenomination Notice is
                irrevocable.

            


    

     

    Yours
      faithfully

     

    
      
        

      

    

    [Facility
      Agent]

     

    
      
        
        

      

      
        170

        
          

        

      

      
        
        

      

    

     

    PART
      IV

     

    Withdrawal
      Notice

    From: [Company]
      on behalf of the Parent

     

    To: [Security
      Agent]

     

    Dated: [                   ]

     

    Dear
      Sirs

     

    NDS
      Finance Limited
      - $385,000,000 Mezzanine Facility Agreement

    dated
      [                   ]
      (the "Facility Agreement")

     

    
      	
              1.

            	
              We
                refer to the Facility Agreement. This is a Withdrawal Notice. Terms
                defined in the Facility Agreement have the same meaning in this Withdrawal
                Notice unless given a different meaning in this Withdrawal
                Notice.

            


    

     

    
      	
              2.

            	
              The
                intended Scheme Date is [                   ].

            


    

     

    
      	
              3.

            	
              We
                request that on the Scheme Date the following amounts are transferred
                from
                the Group Blocked Account and credited to accounts of the following
                recipients in accordance with the payment instructions set out
                below:

            


    

     

    
      	 	
              (a)

            	
              $[                   ]
                to [recipient],
                credited to [account]
                in accordance with [insert
                payment instructions/the attached payment instructions];

            


    

     

    
      	 	
              (b)

            	
              [repeat
                (a) above for each payment to be made]

            


    

     

    
      	
              4.

            	
              We
                request that on the Scheme Date the following amounts are transferred
                from
                the Lender Blocked Account and credited to accounts of the following
                recipients in accordance with the payment instructions set out
                below:

            


    

     

    
      	 	
              (a)

            	
              $[                   ]
                to [recipient],
                credited to [account]
                in accordance with [insert
                payment instructions/the attached payment instructions];

            


    

     

    
      	 	
              (b)

            	
              [repeat
                (a) above for each payment to be made]

            


    

     

    
      	
              5.

            	
              This
                Withdrawal Notice is irrevocable, subject to the occurrence of the
                Scheme
                Date and the conditions to withdrawal set out in the Parent
                Debenture.

            


    

     

    Yours
      faithfully

     

    
      
        

      

    

    authorised
      signatory for 

    [the
      Company] on behalf of the Parent

     

    
      
        
        

      

      
        171

        
          

        

      

      
        
        

      

    

     

    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 Facility Agent shall calculate, as a percentage rate, a rate
                (the
                "Additional
                Cost Rate")
                for each Lender, in accordance with the paragraphs set out below.
                The
                Mandatory Cost will be calculated by the Facility 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 Facility Agent. This percentage will be certified by that
                Lender in
                its notice to the Facility Agent to be its reasonable determination
                of the
                cost (expressed as a percentage of that Lender's participation in
                all
                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 Facility Agent as
                follows:

            


    

     

    

     

    Where:

     

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

            


    

     

    
      	
            	B	
              is
                the percentage rate of interest (excluding the Margin and the Mandatory
                Cost and, if the Loan is an Unpaid Sum, the additional rate of interest
                specified in paragraph (a) of Clause 11.4 (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
                Facility Agent on interest bearing Special
                Deposits.

            


    

     

    
      	
            	E	
              is
                designed to compensate Lenders for amounts payable under the Fees
                Rules
                and is calculated by the Facility Agent as being the average of the
                most
                recent rates of charge supplied by the Reference Banks to the Facility
                Agent pursuant to paragraph 7 below and expressed in pounds per
                £1,000,000.

            


    

     

    
      
        
        

      

      
        172

        
          

        

      

      
        
        

      

    

     

    
      	
              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 Facility Agent, each Reference Bank shall, as soon
                as
                practicable after publication by the Financial Services Authority,
                supply
                to the Facility Agent, the rate of charge payable by that Reference
                Bank
                to the Financial Services Authority pursuant to the Fees Rules in
                respect
                of the relevant Financial Year of the Financial Services Authority
                (calculated for this purpose by that Reference Bank as being the
                average
                of the Fee Tariffs applicable to that Reference Bank for that Financial
                Year) and expressed in pounds per £1,000,000 of the Tariff Base of that
                Reference Bank.

            


    

     

    
      	
              8.

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

            


    

     

    
      	 	
              (a)

            	
              the
                jurisdiction of its Facility Office;
                and

            


    

     

    
      	 	
              (b)

            	
              any
                other information that the Facility Agent may reasonably require
                for such
                purpose.

            


    

     

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

     

    
      	
              9.

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

            


    

     

    
      	
              10.

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

            


    

     

    
      
        
        

      

      
        173

        
          

        

      

      
        
        

      

    

     

    
      	
              11.

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

            


    

     

    
      	
              12.

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

            


    

     

    
      	
              13.

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

            


    

     

    
      
        
        

      

      
        174

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      5

    


    Form
      of Transfer Certificate and Lender Accession
      Undertaking


     

    To: [                   ]
      as
      Facility Agent and [                   ]
      as
      Security Agent

     

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

     

    Dated: [                   ]

     

    NDS
      Finance Limited –
      $385,000,000 Mezzanine Facility Agreement 

    dated
      [                   ]
      (the "Facility Agreement")

     

    
      	
              1.

            	
              We
                refer to the Facility Agreement and to the Intercreditor Agreement
                (as
                defined in the Facility Agreement). This agreement (the "Agreement")
                shall take effect as a Transfer Certificate and Lender Accession
                Undertaking for the purpose of the Facility Agreement and as a Lender
                Accession Undertaking for the purposes of the Intercreditor Agreement
                (and
                as defined therein). Terms defined in the Facility Agreement have
                the same
                meaning in this Agreement unless given a different meaning in this
                Agreement.

            


    

     

    
      	
              2.

            	
              We
                refer to Clause 26.5
                (Procedure
                for transfer)
                of the Facility Agreement:

            


    

     

    
      	 	
              (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 26.5
                (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 33.2
                (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 26.4
                (Limitation
                of responsibility of Existing Lenders).

            


    

     

    
      	
              4.

            	
              [The
                New Lender confirms that the person beneficially entitled to interest
                payable to that Lender in respect of an advance under a Finance Document
                is either:

            


    

     

    
      	 	
              (a)

            	
              a
                company resident in the United Kingdom for United Kingdom tax
                purposes;

            


    

     

    
      	 	
              (b)

            	
              a
                partnership each member of which
                is:

            


    

     

    
      	 	
              (i)

            	
              a
                company so resident in the United Kingdom;
                or

            


    

     

    
      	 	
              (ii)

            	
              a
                company not so resident in the United Kingdom which carries on a
                trade in
                the United Kingdom through a permanent establishment and brings into
                account in computing its chargeable profits (for the purposes of
                section
                11(2) of the Taxes Act) the whole of any share of interest payable
                in
                respect of that advance that falls to it by reason of sections 114
                and 115
                of the Taxes Act; or

            


    

     

    
      	 	
              (c)

            	
              a
                company not so resident in the United Kingdom which carries on a
                trade in
                the United Kingdom through a permanent establishment and which brings
                into
                account interest payable in respect of that advance in computing
                the
                chargeable profits (for the purposes of section 11(2) of the Taxes
                Act) of
                that company.]*

            


    

     

    
      
        
        

      

      
        175

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              [a
                Treaty Lender].

            


    

     

    
      	
              5.

            	
              The
                New Lender confirms that it is [a Qualifying Lender (other than a
                Treaty
                Lender)] [a Treaty Lender]**.

            


    

     

    
      	
              6.

            	
              We
                refer to Clause 21.2 (Change
                of Senior Lender or Mezzanine Lender)
                of the Intercreditor Agreement:

            


    

     

    
      	 	
              (a)

            	
              In
                consideration of the New Lender being accepted as a Senior Lender
                for the
                purposes of the Intercreditor Agreement (and as defined therein),
                the New
                Lender confirms that, as from [date],
                it intends to be party to the Intercreditor Agreement as a Senior
                Lender,
                and undertakes to perform all the obligations expressed in the
                Intercreditor Agreement to be assumed by a Senior Lender and agrees
                that
                it shall be bound by all the provisions of the Intercreditor Agreement,
                as
                if it had been an original party to the Intercreditor
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              The
                undertakings contained in this Agreement have been entered into on
                the
                date stated above.

            


    

     

    
      	
              7.

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

            


    

     

    
      	
              8.

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

            


    

     

    [Please
      note that the following steps should be taken in order for the New Lender to
      obtain the benefit of the Transaction Security: [                   ]]

     

    NOTES:

     

    
      	
              *
                

            	
              Amend
                as appropriate. This paragraph must only be included where the New
                Lender
                is a UK non-bank Lender.

            


    

     

    
      	
              **
                

            	
              Amend
                as appropriate. Each New Lender is required to confirm which of these
                two
                categories it falls within. If there are Borrowers other than UK
                incorporated Borrowers, each New Lender is required to confirm which
                of
                these two categories it falls within in respect of a Loan to a Borrower
                incorporated in the United Kingdom.


            


    

     

    
      
        
        

      

      
        176

        
          

        

      

      
        
        

      

    

     

    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
      Agreement is accepted as a Transfer Certificate and Lender Accession Undertaking
      for the purposes of the Facilities Agreement by the Facility Agent, and as
      a
      Lender Accession Undertaking for the purposes of the Intercreditor Agreement
      by
      the Facility Agent and the Security
      Agent, and the Transfer Date is confirmed as [                   ].

     

    [Facility
      Agent]

     

    By:

     

    [Security
      Agent]

     

    By:

     

    
      
        
        

      

      
        177

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      6

    


    Form
      of Accession letter

    To:  [                   ]
      as
      Facility Agent

     

    From: [Subsidiary]
      and
      Company

     

    Dated: [                   ]

     

    Dear
      Sirs

     

    NDS
      Finance Limited –
      $385,000,000 Mezzanine Facility Agreement

    dated
      [                   ]
      (the "Facility Agreement")

     

    
      	
              1.

            	
              We
                refer to the Facility Agreement. This is an Accession Letter. Terms
                defined in the Facility 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]/[Guarantor] and to be bound
                by
                the terms of the Facility Agreement, the Intercreditor Agreement
                and the
                other Finance Documents as an Additional [Borrower]/[Guarantor] pursuant
                to Clause [27.2
                (Additional
                Borrowers)]*/[Clause
                27.4
                (Additional
                Guarantors)]
                of the Facility Agreement and as an [Obligor] pursuant to Clause
                [                   ]
                of the Intercreditor Agreement. [Subsidiary]
                is a company duly incorporated under the laws of [name
                of relevant jurisdiction]
                and is a limited liability company and registered number [                   ].

            


    

     

    
      	
              3.

            	
              [Subsidiary's]
                administrative details are as
                follows:

            


    

     

    Address:

     

    Fax
      No.:

     

    Attention:

     

    
      	
              4.

            	
              This
                Accession Letter is governed by English
                law.

            


    

     

    [This
      Guarantor Accession Letter is entered into by deed.]**

     

    
      	
              Company

            	
              [Subsidiary]

            


    

    


    NOTES:

     

    
      	*	
              Insert
                if Accession Letter is for an Additional
                Borrower.

            


    

     

    
      	
              **

            	
              If
                the Facilities are fully drawn there may be an issue in relation
                to past
                consideration for a proposed Additional Guarantor. This can be overcome
                by
                acceding by way of deed.

            


    

     

    
      
        
        

      

      
        178

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      7

     

    Form
      of Resignation Letter

    To: [                   ]
      as
      Facility Agent

     

    From: [resigning
      Obligor]
      and
      Company

     

    Dated: [                   ]

     

    Dear
      Sirs

     

    NDS
      Finance Limited –
      $385,000,000 Mezzanine Facility Agreement 

    dated
      [                   ]
      (the "Facility Agreement")

     

    
      	
              1.

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

            


    

     

    
      	
              2.

            	
              Pursuant
                to [Clause 27.3
                (Resignation
                of a Borrower)]/Clause
                27.5
                (Resignation
                of a Guarantor),
                we request that [resigning
                Obligor]
                be released from its obligations as a [Borrower]/[Guarantor] under
                the
                Facility Agreement, the Intercreditor Agreement and the Finance
                Documents.

            


    

     

    
      	
              3.

            	
              We
                confirm that:

            


    

     

    
      	 	
              (a)

            	
              no
                Default is continuing or would result from the acceptance of this
                request;
                [and]

            


    

     

    
      	 	
              (b)

            	
              [this
                request is given in relation to a Third Party Disposal of [resigning
                Obligor]*;
                [and]

            


    

     

    
      	 	
              (c)

            	
              [the
                Disposal Proceeds have been or will be applied in accordance with
                Clause
                9.2
                (Disposal,
                Insurance and Acquisition Proceeds, Excess Cashflow and
                IPO);]**

            


    

     

    
      	 	
              (d)

            	
              [                   ].***

            


    

     

    
      	
              4.

            	
              This
                letter is governed by English law.

            


    

     

    
      	
              5.

            	
              The
                Company agrees to indemnify the Finance Parties and Secured Parties
                for
                any costs, expenses, or liabilities which would have been payable
                by
                [resigning
                Obligor]
                in connection with the Finance Documents but for the release set
                out in
                paragraph 1 above.

            


    

     

    
      	
              Company

            	
              [resigning
                Obligor]

            
	 	 
	
              By:

            	
              By:

            


    

     

    NOTES:

     

    
      	*	
              Insert
                where resignation only permitted in case of a Third Party
                Disposal.

            


    

     

    
      	
              **

            	
              Amend
                as appropriate, e.g. to reflect agreed procedure for payment of proceeds
                into a specified account.

            


    

     

    
      	***	
              Insert
                any other conditions required by the Facilities
                Agreement.

            


    

     

    
      
        
        

      

      
        179

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      8

    


    Form
      of Compliance Certificate

    To: [                   ]
      as
      Facility Agent

     

    From: Parent

     

    Dated: [                   ]

     

    Dear
      Sirs

     

    NDS
      Finance Limited –
      $385,000,000 Mezzanine Facility

    dated
      [                   ]
      (the "Facility Agreement")

     

    
      	
              1.

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

            


    

     

    
      	
              2.

            	
              We
                confirm that:

            


    

     

    
      	 	
              (a)

            	
              in
                respect of the Relevant Period ending on [                   ]
                Consolidated Cashflow for the Relevant Period was [                   ]
                and Net Debt Service for the Relevant Period was [                   ].
                Therefore Consolidated Cashflow for such Relevant Period was [                   ]
                times Net Debt Service for such Relevant Period and the covenant
                contained
                in paragraph (a) of Clause 23.2
                (Financial
                condition)
                [has/has not] been complied with;

            


    

     

    
      	 	
              (b)

            	
              in
                respect of the Relevant Period ending on [                   ]
                Consolidated EBITDA for such Relevant Period was [                   ]
                and Consolidated Net Finance Charges for such Relevant Period were
                [                   ].
                Therefore Consolidated EBITDA for such Relevant Period was [                   ]
                times Consolidated Net Finance Charges for such Relevant Period and
                the
                covenant contained in paragraph (b) of Clause 23.2
                (Financial
                condition)
                [has/has not] been complied with;

            


    

     

    
      	 	
              (c)

            	
              on
                the last day of the Relevant Period ending on [                   ]
                Consolidated Total Net Debt was [                   ]
                and Consolidated EBITDA for such Relevant Period was [                   ]].
                Therefore Consolidated Total Net Debt at such time [did/did not]
                exceed
                [                   ]
                times Consolidated EBITDA for such Relevant Period and the covenant
                contained in paragraph (c) of Clause 23.2
                (Financial
                condition)
                [has/has not] been complied with;

            


    

     

    
      	 	
              (d)

            	
              Capital
                Expenditure for the [initial
                period]/[Financial
                Year of the Group] ending on [                   ]
                was [                   ].
                Therefore Capital Expenditure during [the
                initial period]/[such
                Financial Year] [was/was not] in excess of [                   ]
                (being the maximum expenditure permitted in that period [after taking
                into
                account unused capital expenditure for the preceding Financial Year
                equal
                to [                   ]]
                and the covenant contained in paragraph (d) of Clause 23.2
                (Financial
                condition)
                [has/has not] been complied with;

            


    

     

    
      
        
        

      

      
        180

        
          

        

      

      
        
        

      

    

     

    We
      confirm that Debt Cover is [                   ]:1
      and
      that, therefore, the Facility A Margin should be [                   ]%
      p.a.,
      the Facility B Margin should be [                   ]%
      p.a.
      and the Revolving Facility Margin should be [                   ]%
      p.a.

     

    
      	 	
              (e)

            	
              Excess
                Cashflow for the Financial Year of the Group ending [                   ]
                was [                   ].
                Therefore the Excess Cashflow to be applied in prepayment pursuant
                to
                Clause 9.2
                (Disposal,
                Insurance and Acquisition Proceeds, Excess Cashflow and
                IPO)
                will be [                   ].

            


    

     

    
      	
              3.

            	
              [We
                confirm that no Default is
                continuing.]*

            


    

     

    
      	
              4.

            	
              [We
                confirm that the following companies constitute Material Companies
                for the
                purposes of the Facility Agreement: [                   ].]

            


    

     

    [We
      confirm that the aggregate of the earnings before interest, tax, depreciation
      and amortisation (calculated on the same basis as Consolidated EBITDA) of the
      Guarantors and the aggregate gross assets of the Guarantors (calculated in
      each
      case on an unconsolidated basis and excluding all intra-group items and
      investments in Subsidiaries of any member of the Group)
      represents not less than 80 per cent. of Consolidated EBITDA and consolidated
      gross assets of the Group.]

     

    
      	
              Signed

            	
                     


            	 	
                    


            	 
	 	
              Director

            	 	
              Director

            	 
	 	
              of

            	 	
              of

            	 
	 	
              Parent

            	 	
              Parent

            	 


    

     

    [insert
      applicable certification language]

     

    
      
for
      and on behalf of

    [name
      of auditors of the Parent]

     

    NOTES:

     

    
      	
              *

            	
              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.

            


    

     

    
      
        
        

      

      
        181

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      9

     

    LMA
      Form of Confidentiality Undertaking

     

    [Letterhead
      of Lender]

     

    To:

    
      	    
	 
	
               

            	
              [insert
                name of Potential

              Lender]

            


    

     

    Re:         
      The
      Facilit[y/ies]

    
      	     
	 
	
              Borrower:    (the
                "Borrower")

               

              Date:

               

              Amount:

               

              Facility
                Agent:

            	 


    

     

    Dear
      Sirs

     

    We
      understand that you are considering participating in the
      Facilit[y/ies].
      In
      consideration of us agreeing to make available to you certain information,
      by
      your signature of a copy of this letter you agree as follows:

     

    
      	
              1.

            	
              Confidentiality
                Undertaking

            


    

     

    You
      undertake:

     

    
      	 	
              (a)

            	
              to
                keep the Confidential Information confidential and not to disclose
                it to
                anyone except as provided for by paragraph 2 below and to ensure
                that the
                Confidential Information is protected with security measures and
                a degree
                of care that would apply to your own confidential
                information;

            


    

     

    
      	 	
              (b)

            	
              to
                use the Confidential Information only for the Permitted
                Purpose;

            


    

     

    
      	 	
              (c)

            	
              to
                use all reasonable endeavours to ensure that any person to whom you
                pass
                any Confidential Information (unless disclosed under paragraph 2(b)
                below)
                acknowledges and complies with the provisions of this letter as if
                that
                person were also a party to it; and

            


    

     

    
      	 	
              (d)

            	
              [not
                to make enquiries of any member of the Group or any of their officers,
                directors, employees or professional advisors relating directly or
                indirectly to the Facilit[y/ies].]

            


    

     

    
      	
              2.

            	
              Permitted
                Disclosure

            


    

     

    We
      agree
      that you may disclose Confidential Information:

     

    
      	 	
              (a)

            	
              to
                members of the Participant Group and their officers, directors, employees
                and professional advisers to the extent necessary for the Permitted
                Purpose and to any auditors of members of the Participant
                Group;

            


    

     

    
      
        
        

      

      
        182

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              to
                any person to (or through) whom you assign or transfer (or may potentially
                assign or transfer) all or any of the rights, benefits and obligations
                which you may acquire under to the Facilit[y/ies] or with (or through)
                whom you enter into (or may potentially enter into) any sub-participation
                in relation to, or any other transaction under which payments are
                to be
                made by reference to the Facilit[y/ies] or the relevant Borrower
                or any
                member of the relevant Group in each case so long as that person
                has
                delivered an undertaking to you in equivalent form to this
                undertaking;

            


    

     

    
      	 	
              (c)

            	
              (i)
                where requested or required by any court of competent jurisdiction
                or any
                competent judicial, governmental, supervisory or regulatory body,
                (ii)
                where required by the rules of any stock exchange on which the shares
                or
                other securities of any member of the Participant Group are listed
                or
                (iii) where required by the laws or regulations of any country with
                jurisdiction over the affairs of any member of the Participant Group;
                or

            


    

     

    
      	 	
              (d)

            	
              with
                the prior written consent of us and the
                Borrower.

            


    

     

    
      	
              3.

            	
              Notification
                of Required or Unauthorised
                Disclosure

            


    

     

    You
      agree
      (to the extent permitted by law) to inform us of the full circumstances of
      any
      disclosure under paragraph 2(b) or upon becoming aware that Confidential
      Information has been disclosed in breach of this letter.

     

    
      	
              4.

            	
              Return
                of Copies

            


    

     

    If
      we so
      request in writing, you shall return all Confidential Information supplied
      to
      you by us and destroy or permanently erase all copies of Confidential
      Information made by you and use all reasonable endeavours to ensure that anyone
      to whom you have supplied any Confidential Information destroys or permanently
      erases such Confidential Information and any copies made by them, in each case
      save to the extent that you or the recipients are required to retain any such
      Confidential Information by any applicable law, rule or regulation or by any
      competent judicial, governmental, supervisory or regulatory body or in
      accordance with internal policy, or where the Confidential Information has
      been
      disclosed under paragraph 2(b) above.

     

    
      	
              5.

            	
              Continuing
                Obligations

            


    

     

    The
      obligations in this letter are continuing and, in particular, shall survive
      the
      termination of any discussions or negotiations between you and us.
      Notwithstanding the previous sentence, the obligations in this letter shall
      cease (a) if you become a party to or otherwise acquire (by assignment or
      sub-participation) an interest, direct or indirect, in the Facilit[y/ies] or
      (b)
      twelve months after you have returned all Confidential Information supplied
      to
      you by us and destroyed or permanently erased all copies of Confidential
      Information made by you (other than any such Confidential Information or copies
      which have been disclosed under paragraph 2 above (other than sub-paragraph
      2(a)) or which, pursuant to paragraph 4 above, are not required to be returned
      or destroyed).

    
       

      
        
          
          

        

        
          183

          
            

          

        

        
          
          

        

      

    

     

    
      	
              6.

            	
              No
                Representation; Consequences of Breach,
                etc

            


    

     

    You
      acknowledge and agree that:

     

    
      	 	
              (a)

            	
              neither
                we, nor any of our officers, employees or advisers (each a "Relevant
                Person")
                (i) make any representation or warranty, express or implied, as to,
                or
                assume any responsibility for, the accuracy, reliability or completeness
                of any of the Confidential Information or any other information supplied
                by us or any member of the Group or the assumptions on which it is
                based
                or (ii) shall be under any obligation to update or correct any inaccuracy
                in the Confidential Information or any other information supplied
                by us or
                any member of the Group or be otherwise liable to you or any other
                person
                in respect to the Confidential Information or any such information;
                and

            


    

     

    
      	 	
              (b)

            	
              we
                or members of the Group may be irreparably harmed by the breach of
                the
                terms of this letter and damages may not be an adequate remedy; each
                Relevant Person or member of the Group may be granted an injunction
                or
                specific performance for any threatened or actual breach of the provisions
                of this letter by you.

            


    

     

    
      	
              7.

            	
              No
                Waiver; Amendments, etc

            


    

     

    This
      letter sets out the full extent of your obligations of confidentiality owed
      to
      us in relation to the information the subject of this letter.
      No
      failure or delay in exercising any right, power or privilege under this letter
      will operate as a waiver thereof nor will any single or partial exercise of
      any
      right, power or privilege preclude any further exercise thereof or the exercise
      of any other right, power or privileges under this letter. The terms of this
      letter and your obligations under this letter may only be amended or modified
      by
      written agreement between us.

     

    
      	
              8.

            	
              Inside
                Information

            


    

     

    You
      acknowledge that some or all of the Confidential Information is or may be
      price-sensitive information and that the use of such information may be
      regulated or prohibited by applicable legislation relating to insider dealing
      and you undertake not to use any Confidential Information for any unlawful
      purpose.

     

    
      	
              9.

            	
              Nature
                of Undertakings

            


    

     

    The
      undertakings given by you under this letter are given to us and (without
      implying any fiduciary obligations on our part) are also given for the benefit
      of the Borrower and each other member of the Group.

     

    
      	
              10.

            	
              Third
                Party Rights

            


    

     

    
      	 	
              (a)

            	
              Subject
                to paragraphs 6 and 9, the terms of this letter may be enforced and
                relied
                upon only by you and us and the Company
                (without requiring its signature) and the operation of the Contracts
                (Rights of Third Parties) Act 1999 is
                excluded.

            


    

    
       

      
        
          
          

        

        
          184

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (b)

            	
              Notwithstanding
                any provisions of this letter, the parties to this letter do not
                require
                the consent of any Relevant Person to rescind or vary this letter
                at any
                time except that this letter may not be amended without the prior
                written
                consent of the Company.

            


    

     

    
      	
              11.

            	
              Governing
                Law and Jurisdiction

            


    

     

    
      	 	
              (a)

            	
              This
                letter (including the agreement constituted by your acknowledgement
                of its
                terms) shall be governed by and construed in accordance with the
                laws of
                England.

            


    

     

    
      	 	
              (b)

            	
              The
                parties submit to the non-exclusive jurisdiction of the English
                courts.

            


    

     

    
      	
              12.

            	
              Definitions

            


    

     

    In
      this
      letter (including the acknowledgement set out below):

     

    "Confidential
      Information"
      means
      any information relating to the Borrower, the Group, and the Facilit[y/ies]
      including, without limitation, the Information Memorandum provided to you by
      us
      or any of our affiliates or advisers, in whatever form, and includes information
      given orally and any document, electronic file or any other way of representing
      or recording information which contains or is derived or copied from such
      information but excludes information that (a) is or becomes public knowledge
      other than as a direct or indirect result of any breach of this letter or (b)
      is
      known by you before the date the information is disclosed to you by us or any
      of
      our affiliates or advisers or is lawfully obtained by you after that date,
      other
      than from a source which is connected with the Group and which, in either case,
      as far as you are aware, has not been obtained in violation of, and is not
      otherwise subject to, any obligation of confidentiality.

     

    "Company"
      means
      NDS Finance Limited (registration number [                   ]).

     

    "Group"
      means
      the Borrower and each of its holding companies and subsidiaries and each
      subsidiary of each of its holding companies (as each such term is defined in
      the
      Companies Act 1985).

     

    "Information
      Memorandum"
      means
      the information memorandum prepared in relation to the
      Facilit[y/ies].

     

    "Permitted
      Purpose"
      means
      considering and evaluating whether to enter into the
      Facilit[y/ies].

     

    "Participant
      Group"
      means
      you, each of your holding companies and subsidiaries and each subsidiary of
      each
      of your holding companies (as each such term is defined in the Companies Act
      1985).

     

    Please
      acknowledge your agreement to the above by signing and returning the enclosed
      copy.

     

    Yours
      faithfully

     

    
      
        

      

    

    For
      and
      on behalf of

     

    [Lender]

     

    To:        
      [Arranger]

     

    The
      Borrower and each other member of the Group

     

    We
      acknowledge and agree to the above:

     

    
      
        

      

    

    For
      and
      on behalf of

     

    [Potential
      Lender]

     

    
      
        
        

      

      
        185

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      10

    


    Timetable

     

    
      	 	 	
              Loans
                in euro

            	 	
              Loans
                in other

              currencies

            	 
	 	 	 	 	 	 
	
              Delivery
                of a duly completed Utilisation Request (Clause 5.1
                (Delivery
                of a Utilisation Request)
                or a Selection Notice (Clause 12.1 (Selection
                of Interest Periods and Terms)).

               

            	 	
              U-3

               

              9.30
                am

               

            	 	
              U-3

               

              9.30
                am

               

            	 
	
              Facility
                Agent determines (in relation to a Utilisation) the Base Currency
                Amount
                of the Loan, if required under Clause 5.4
                (Lenders'
                participation).

               

            	 	
              U-3

               

              Noon

               

            	 	
              U-3

               

              Noon

               

            	 
	
              Facility
                Agent notifies the Lenders of the Loan in accordance with Clause
                5.4
                (Lenders'
                participation).

               

            	 	
              U-3

               

              3.00pm

               

            	 	
              U-3

               

              3.00pm

               

            	 
	
              LIBOR
                or EURIBOR is fixed.

            	 	
              Quotation
                Day as of 11.00am (London time) in respect of LIBOR and as of 11.00am
                (Brussels time) in respect of EURIBOR

            	 	
              Quotation
                Day as of 11.00am

            	 


    

     

    "U"  = date
      of
      Utilisation

     

    "U
      -
      X"       = X
      Business Days prior to date of Utilisation

     

    
      
        
        

      

      
        186

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      11

    


    Material
      Companies

     

    NDS
      Limited

     

    Digi-Media
      Vision Limited

     

    News
      Datacom Limited

     

    NDS
      Technologies France SAS

     

    NDS
      Americas, Inc.

     

    NDS
      Technologies Israel Limited

     

    NDS
      Sweden AB

     

    NDS
      Holdings B.V.

     

    
      
        
        

      

      
        187

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      12

    


    Security
      Principles

     

    
      	
              1.

            	
              Security
                Principles

            


    

     

    
      	 	
              (a)

            	
              The
                guarantees and security to be provided will be given in accordance
                with
                the Security Principles set out in this Schedule 12.
                This Schedule 12 addresses the manner in which these Security Principles
                will impact on the guarantees and security proposed to be taken in
                relation to the Finance Documents.

            


    

     

    
      	 	
              (b)

            	
              The
                Security Principles embody recognition by all parties that there
                may be
                certain legal and practical difficulties in obtaining security from
                all
                Guarantors in every jurisdiction in which Guarantors are incorporated.
                In
                particular:

            


    

     

    
      	 	
              (i)

            	
              all
                guarantees and security granted will be limited to the extent advised
                by
                local counsel and tax advisors as being necessary or reasonably desirable
                to comply with local legal requirements and recommended tax
                structuring;

            


    

     

    
      	 	
              (ii)

            	
              general
                statutory limitations, financial assistance, corporate benefit, fraudulent
                preference, "thin capitalisation" rules, retention of title claims
                and
                similar principles may limit the ability of a Guarantor to provide
                a
                guarantee or security or may require that the guarantee be limited
                by an
                amount or otherwise.
                All guarantees and security will be limited to comply with all such
                restrictions. The Company will use reasonable endeavours to assist
                in
                demonstrating that adequate corporate benefit accrues to each Guarantor
                and otherwise overcoming such
                limitations;

            


    

     

    
      	 	
              (iii)

            	
              in
                the case of any joint venture or non-wholly owned Subsidiary, all
                guarantees and security will be limited to comply with restrictions
                in the
                joint venture agreement, the shareholders' agreement or the applicable
                law. The Company will use reasonable endeavours to avoid or overcome
                such
                restrictions;

            


    

     

    
      	 	
              (iv)

            	
              the
                security and extent of its perfection will be agreed taking into
                account
                the cost to the Group of providing security and the proportionate
                benefit
                accruing to the Lenders;

            


    

     

    
      	 	
              (v)

            	
              any
                assets subject to third party arrangements which are permitted by
                this
                Agreement, and the Mezzanine Facility Agreement and which prevent
                those
                assets from being charged will be excluded from the Security in any
                relevant Transaction Security Document provided
                that
                reasonable endeavours to obtain consent to charging any such assets
                shall
                be used by the relevant Guarantor if the relevant asset is
                material;

            


    

     

    
      	 	
              (vi)

            	
              Guarantors
                will not be required to give guarantees or enter into Transaction
                Security
                Documents if that would conflict with the fiduciary duties of their
                directors or contravene any legal prohibition or result in a risk
                of
                personal or criminal liability on the part of any officer provided
                that
                the relevant Guarantor shall use reasonable endeavours to overcome
                any
                such obstacle;

            


    

    
       

      
        
          
          

        

        
          188

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (vii)

            	
              perfection
                of security, when required, and other legal formalities will be completed
                as soon as practicable and, in any event, within the time periods
                specified in the Finance Documents therefor or (if earlier or to
                the
                extent no such time periods are specified in the Finance Documents)
                within
                the time periods specified by applicable law in order to ensure due
                perfection;

            


    

     

    
      	 	
              (viii)

            	
              prior
                to a Declared Default perfection of security granted will not be
                required
                if it would have a material adverse effect on the ability of the
                relevant
                Guarantor to conduct its operations and business in the ordinary
                course as
                otherwise permitted by the Finance
                Documents;

            


    

     

    
      	 	
              (ix)

            	
              the
                maximum guaranteed or secured amount may be limited to minimise stamp
                duty, notarisation, registration or other applicable fees, taxes
                and
                duties where the benefit of increasing the granted or secured amount
                is
                disproportionate to the level of such fee, taxes and
                duties;

            


    

     

    
      	 	
              (x)

            	
              where
                a class of assets to be secured includes material and immaterial
                assets,
                if the cost of granting security over the immaterial assets is
                disproportionate to the benefit of such security, security will be
                granted
                over the material assets only;

            


    

     

    
      	 	
              (xi)

            	
              unless
                granted under a global security document governed by the law of the
                jurisdiction of a Guarantor or under English law all security (other
                than
                share security over its Guarantor subsidiaries) shall be governed
                by the
                law of and secure assets located in the jurisdiction of incorporation
                of
                that Guarantor;

            


    

     

    
      	 	
              (xii)

            	
              guarantee
                and security limitations may mean that access to the assets of a
                Guarantor
                is limited, in which case, any asset security granted by that Guarantor
                shall be proportionate to the value of its
                guarantee;

            


    

     

    
      	 	
              (xiii)

            	
              no
                perfection action will be required in jurisdictions where Guarantors
                are
                not located but perfection action may be required in the jurisdiction
                of
                one Guarantor in relation to security granted by another Guarantor
                located
                in a different jurisdiction. Subject to those principles, perfection
                action may also be required in respect of material intellectual property
                rights in jurisdictions where such rights are
                registered;

            


    

     

    
      	 	
              (xiv)

            	
              local
                law restrictions may mean that the Senior Lenders and the Mezzanine
                Lenders (each as defined in the Intercreditor Agreement) may not
                be able
                to benefit from the same security;
                and

            


    

     

    
      	 	
              (xv)

            	
              the
                Security Agent will hold one set of security for the Senior Lenders/and
                the Mezzanine Lenders unless a second ranking security is required
                by
                local law for the Mezzanine
                Lenders.

            


    

     

    
      	 	
              (c)

            	
              Reasonable
                legal fees, disbursements, registration costs, taxes, notary fees
                and
                other costs and expenses related to the guarantees and security incurred
                by legal counsel to the Company
                and by legal counsel to the Arranger will be paid by the Company
                up to an
                agreed cap. Any additional costs and expenses (including legal fees)
                incurred in connection with the preservation of rights and/or enforcement
                of the guarantees and security will be paid by the
                Company.

            


    

    
       

      
        
          
          

        

        
          189

          
            

          

        

        
          
          

        

      

    

     

    
      	
              2.

            	
              Limitations
                of US Security

            


    

     

    The
      obligations under the Finance Documents of any member of the Group which is
      a
      member of the US consolidated tax group may only benefit from any security
      granted
      over the shares, stock or other ownership interests of any Controlled Foreign
      Corporation to the extent of 65 per cent. of such shares, stock or ownership
      interests and such Controlled Foreign Corporation shall not be required to
      guarantee, pledge its assets to secure or otherwise support the obligations
      under the Finance Documents of any member of the Group which is a member of
      the
      US consolidated tax group.

     

    
      	
              3.

            	
              Guarantors
                and Security

            


    

     

    Each
      guarantee and security will be an upstream, cross-stream and downstream
      guarantee and each guarantee and security will be for all liabilities of the
      Obligors under the Finance Documents in accordance with, and subject to, the
      requirements of the Security Principles in each relevant
      jurisdiction.

     

    To
      the
      extent possible, all security shall be given in favour of the Security
      Agent and not the Finance Parties individually. "Parallel debt" provisions
      will
      be used where necessary; such provisions will be contained in the Intercreditor
      Agreement and not the individual security documents unless required under local
      laws. To the extent possible, there should be no action required to be taken
      in
      relation to the guarantees or security when any Lender transfers any of its
      participation in the Facilities to a new Lender.

     

    The
      Guarantors will be required to pay the cost of any re-execution, notarisation,
      re-registration, amendment or other perfection requirement for any security
      on
      any transfer on or prior to the Syndication Date by the Arranger to a new Lender
      if this is within the amount for which the Group is liable under paragraph
      1(c)
      above. Otherwise the cost or fee shall be for the account of the transferee
      Lender.

     

    
      	
              4.

            	
              Terms
                of Security Documents

            


    

     

    The
      following principles will be reflected in the terms of any security taken as
      part of the Transaction Security:

     

    
      	 	
              (a)

            	
              the
                security will be first ranking security over such present and future
                assets of the Group as are agreed to be material in accordance with
                the
                Security Principles, to the extent
                possible;

            


    

     

    
      	 	
              (b)

            	
              security
                will not be enforceable until a Declared
                Default;

            


    

     

    
      	 	
              (c)

            	
              representations
                and undertakings shall only be included in each security document
                to
                confirm any registration or perfection of the security and, to the
                extent
                not provided elsewhere in the Finance Documents, due authorisation,
                validity and enforceability unless otherwise expressly required by
                local
                law and shall otherwise be no more onerous than the Service Facilities
                Agreement;

            


    

    
       

      
        
          
          

        

        
          190

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (d)

            	
              prior
                to the occurrence of a Declared Default provisions of each Transaction
                Security Document will not be unduly burdensome on the Guarantor
                or
                interfere unreasonably with the operation of its business and will
                be
                limited to those required to create or maintain effective security
                and not
                impose commercial obligations;

            


    

     

    
      	 	
              (e)

            	
              information,
                such as lists of assets, will be
                provided:

            


    

     

    
      	 	
              (i)

            	
              if
                required by local law to perfect or register the security to that
                extent
                every three months;

            


    

     

    
      	 	
              (ii)

            	
              if
                customarily made available for security of that type in a jurisdiction
                no
                more frequently than every six months (or, if specifically required
                to be
                more frequently by law, as frequently as required by law) ;
                or

            


    

     

    
      	 	
              (iii)

            	
              following
                an Event of Default which is outstanding, on the Security
                Agent's reasonable request;

            


    

     

    
      	 	
              (f)

            	
              the
                Lenders and Hedge Counterparties shall only be able to exercise a
                power of
                attorney following the occurrence of a Declared Default or if the
                relevant
                Guarantor has failed to comply with a further assurance or perfection
                obligation within 10 Business Days of being notified of that failure
                and
                being requested to comply;

            


    

     

    
      	 	
              (g)

            	
              security,
                will where possible and practical, automatically create security
                over
                future assets of the same type as those already secured;
                and

            


    

     

    
      	 	
              (h)

            	
              in
                the Transaction Security Documents there will be no repetition or
                extension of clauses set out in this Agreement (or the Intercreditor
                Agreement) such as those relating to notices, cost and expenses,
                indemnities, tax gross up, distribution of proceeds and release of
                security unless required by applicable local
                law.

            


    

     

    
      	
              5.

            	
              Guarantor

            


    

     

    Name:

     

    Parent

     

    The
      Company

     

    NDS
      Limited (UK) - "Closing Obligor"

     

    NDS
      Sweden AB

     

    Digi-Media
      Vision Limited (UK) - "Closing Obligor"

     

    News
      Datacom Limited (UK) - "Closing Obligor"

     

    NDS
      Technologies Israel Limited

     

    NDS
      Americas Inc.

     

    NDS
      Holdings B.V. (to the extent not wound up within 180 days of
      Closing).

    
       

      
        
          
          

        

        
          191

          
            

          

        

        
          
          

        

      

    

     

    
      	
              6.

            	
              Security
                Jurisdictions

            


    

     

    Subject
      to these Security Principles the shares in each Guarantor (other than the
      Parent) shall be secured.
      No
      security other than share security shall be granted in India or
      China.

     

    
      	
              7.

            	
              Bank
                accounts

            


    

     

    Subject
      to these Security Principles, a Guarantor shall grant security over its bank
      accounts but it shall be free to deal with those accounts in the course of
      its
      business until a Declared Default, save to the extent agreed otherwise in
      respect of cash collateral and mandatory prepayment holding
      accounts.

     

    If
      required by local law to perfect the security, notice of the security will
      be
      served on the account bank within 5 Business Days of the security being granted
      and the Guarantor shall use its reasonable endeavours to obtain an
      acknowledgement of that notice within 20 Business Days of service. If the
      Guarantor has used its reasonable endeavours but has not been able to obtain
      acknowledgement its obligation to obtain acknowledgement shall cease on the
      expiry of that 20 Business Day period. Irrespective of whether notice of the
      security is required for perfection, if the service of notice would prevent
      the
      Guarantor from using a bank account in the ordinary course of its business
      no
      notice of security shall be served until the occurrence of a Declared
      Default.

     

    Any
      security over bank accounts shall be subject to any prior security interests
      in
      favour of the account bank which are created either by law or in the standard
      terms and conditions of the account bank. The notice of security may request
      these are waived by the account bank but the Guarantor shall not be required
      to
      change its banking arrangements if these security interests are not waived
      or
      only partially waived.

     

    If
      required under local law security over bank accounts will be registered subject
      to the general principles set out in these Security Principles.

     

    
      	
              8.

            	
              Fixed
                assets and inventory

            


    

     

    Subject
      to these Security Principles, a Guarantor shall grant security over its material
      fixed assets and its material inventory but it shall be free to deal with those
      assets and that inventory in the course of its business until a Declared
      Default.

     

    No
      notice
      whether to third parties or by attaching a notice to the fixed assets or
      inventory shall be prepared or given until a Declared Default.

     

    If
      required under local law security over fixed assets or inventory will be
      registered subject to the general principles set out in these Security
      Principles.

     

    
      	
              9.

            	
              Insurance
                Policies

            


    

     

    Subject
      to these Security Principles, a Guarantor will only grant security over its
      insurance policies if claims under such policies are subject to Clause
9.2
      (Disposal,
      Insurance and Acquisition Proceeds, Excess Cashflow and IPO).

    
       

      
        
          
          

        

        
          192

          
            

          

        

        
          
          

        

      

    

     

    If
      required by local law to perfect the security, notice of the security will
      be
      served on the insurance provider within 5 Business Days of the security being
      granted and the Guarantor shall use its reasonable endeavours to obtain an
      acknowledgement of that notice within 20 Business Days of service. If the
      Guarantor has used its reasonable endeavours but has not been able to obtain
      acknowledgement its obligation to obtain acknowledgement shall cease on the
      expiry of that 20 Business Day period.

     

    No
      loss
      payee or other endorsement shall be made on the insurance policy.

     

    
      	
              10.

            	
              Intellectual
                Property

            


    

     

    Subject
      to these Security Principles, a Guarantor shall grant security over its material
      intellectual property but it shall be free to deal with those assets in the
      course of its business (including, without limitation, allowing its intellectual
      property to lapse if no longer material to its business) until a Declared
      Default.

     

    No
      security shall be granted over any intellectual property which cannot be secured
      under the terms of the relevant licensing agreement. A Guarantor shall use
      its
      reasonable endeavours to obtain consent to allow security to be granted over
      such material intellectual property.
      No
      notice shall be prepared or given to any third party from whom intellectual
      property is licensed until a Declared Default.

     

    If
      required under local law security over intellectual property will be registered
      under the law of that Transaction Security Document or at a relevant
      supra-national registry (such as the EU) subject to the general principles
      set
      out in these Security Principles.

     

    
      	
              11.

            	
              Intercompany
                receivables

            


    

     

    Subject
      to these Security Principles, a Guarantor shall grant security over its material
      intercompany receivables but it shall be free to deal with those receivables
      in
      the course of its business until a Declared Default.

     

    If
      required by local law to perfect the security, notice of the security will
      be
      served on the relevant lender within 5 Business Days of the security being
      granted and the Guarantor shall use its reasonable endeavours to obtain an
      acknowledgement of that notice within 20 Business Days of service. Irrespective
      of whether notice of the security is required for perfection if the service
      of
      notice would prevent the Guarantor from dealing with an intercompany receivable
      in the ordinary course of its business no notice of security shall be served
      until the occurrence of a Declared Default.

     

    If
      required under local law security over intercompany receivables will be
      registered subject to the general principles set out in these Security
      Principles.

     

    
      	
              12.

            	
              Trade
                receivables

            


    

     

    Subject
      to these Security Principles, a Guarantor shall grant security over its material
      trade receivables but it shall be free to deal with those receivables in the
      course of its business until a Declared Default.

    
       

      
        
          
          

        

        
          193

          
            

          

        

        
          
          

        

      

    

     

    No
      notice
      of security may be served until the occurrence of a Declared
      Default.

     

    No
      security will be granted over any trade receivables which cannot be secured
      under the terms of the relevant contract.

     

    If
      required under local law security over trade receivables will be registered
      subject to the general principles set out in these Security
      Principles.

     

    Any
      list
      of trade receivables required shall not include details of the underlying
      contracts unless required under local law.

     

    
      	
              13.

            	
              Shares

            


    

     

    Subject
      to these Security Principles, a Guarantor shall grant a charge over the shares
      in other Guarantors which are its Subsidiaries and a pledge shall also be
      granted over a Guarantor's ultimate holding company in the same jurisdiction
      of
      its incorporation.
      However,
      no share security will be granted over the Parent or any of its Holding
      Companies.

     

    The
      relevant Transaction Security Document will be governed by the laws of the
      Guarantor whose shares are being secured and not by the law of the country
      of
      the Guarantor granting the security.

     

    Until
      a
      Declared Default, the charging Guarantor will be permitted to retain and to
      exercise voting rights to any shares charged by it in a manner which does not
      adversely affect the validity or enforceability of the security or cause an
      Event of Default to occur and the company whose shares have been charged will
      be
      permitted to pay dividends.

     

    Where
      customary, within 3 Business Days of execution of the share charge, the share
      certificate and a stock transfer form executed in blank will be provided to
      the
      Security Agent and where required by law the share certificate or shareholders
      register will be endorsed or written up and the endorsed share certificate
      or a
      copy of the written up register provided to the Security Agent.

     

    Unless
      the restriction is required by law, the constitutional documents of the company
      whose shares have been charged will be amended to remove any restriction on
      the
      transfer or the registration of the transfer of the shares on enforcement of
      the
      security granted over them

     

    
      	
              14.

            	
              Real
                estate

            


    

     

    Subject
      to these Security Principles, a Guarantor shall grant security over its material
      real estate.

     

    There
      will be no obligation to investigate title, provide surveys or other insurance
      or environmental due diligence.

     

    A
      Guarantor will be under no obligation to obtain any landlord consent required
      to
      grant security over its material real estate, nor to investigate the possibility
      thereof.
      Costs of
      granting real estate security must be within the agreed costs cap and the amount
      secured by each security over material real estate may be restricted to an
      agreed level.

    
       

      
        
          
          

        

        
          194

          
            

          

        

        
          
          

        

      

    

     

    
      	
              15.

            	
              Release
                of Security

            


    

     

    Unless
      required by local law (for
      example, in the case of the Swedish Security Documents) the circumstances in
      which the security shall be released should not be dealt with in individual
      security documents but, if so required, shall, except to the extent required
      by
      local law, be the same as those set out in the Intercreditor
      Agreement.

    
       

      
        
          
          

        

        
          195

          
            

          

        

        
          
          

        

      

    

    


    SIGNATURES

     

    THE
      COMPANY

     

    NDS
      FINANCE LIMITED

     

    
      	
              By:

            	 
	 	 
	
              Address:

            	
              1
                Heathrow Boulevard

            
	 	
              286
                Bath Road

            
	 	
              West
                Drayton, Middlesex, UB7 0DQ

            
	 	 
	
              Fax:

            	
              +
                44 208 476 8333

            
	 	 
	
              Attention:
                

            	
              Pyrros
                Koussios

            


    

     

    THE
      ORIGINAL BORROWER

     

    NDS
      FINANCE LIMITED

     

    By:

     

    
      	
              Address:

            	
              1
                Heathrow Boulevard

            
	 	
              286
                Bath Road

            
	 	
              West
                Drayton, Middlesex, UB7 0DQ

            
	 	 
	
              Fax:

            	
              +
                44 208 476 8333

            
	 	 
	
              Attention:
                

            	
              Pyrros
                Koussios

            


    

     

    THE
      ORIGINAL GUARANTOR

     

    NDS
      FINANCE LIMITED

     

    By:

     

    
      	
              Address:

            	
              1
                Heathrow Boulevard

            
	 	
              286
                Bath Road

            
	 	
              West
                Drayton, Middlesex, UB7 0DQ

            
	 	 
	
              Fax:

            	
              +
                44 208 476 8333

            
	 	 
	
              Attention:
                

            	
              Pyrros
                Koussios

            


    

     

    
      
        
        

      

      
        196

        
          

        

      

      
        
        

      

    

     

    THE
      ARRANGERS

     

    J.P.
      MORGAN PLC

     

    By:

     

    
      	
              Address:
                

            	
              125
                London Wall

            
	 	
              London
                EC2Y 5AJ

            
	 	 
	
              Fax:

            	
              +44
                207 777 1493

            
	 	 
	
              Attention:

            	
              Laurence
                Manessian

            


    

     

    MORGAN
      STANLEY BANK INTERNATIONAL LIMITED

     

    By:

     

    
      	
              Address:

            	
              25
                Cabot Square

            
	 	
              Canary
                Wharf

            
	 	
              London
                E14 4QA

            
	 	 
	
              Fax:

            	
              +44
                207 056 3377

            
	 	 
	
              Attention:
                

            	
              Senior
                Lending Group

            


    

     

    THE
      FACILITY AGENT

     

    J.P.
      MORGAN EUROPE LIMITED

     

    By:

     

    
      	
              Address:
                

            	
              125
                London Wall

            
	 	
              London
                EC2Y 5AJ

            
	 	 
	
              Fax:

            	
              +44
                207 777 2360

            
	 	 
	
              Attention:

            	
              Loan
                and Agency

            


    

     

    THE
      SECURITY
      AGENT

     

    J.P.
      MORGAN EUROPE LIMITED

     

    By:

     

    
      	
              Address:
                

            	
              125
                London Wall

            
	 	
              London
                EC2Y 5AJ

            
	 	 
	
              Fax:

            	
              +44
                207 777 2360

            
	 	 
	
              Attention:

            	
              Loan
                and Agency

            


    

    


    
      
        
        

      

      
        197

        
          

        

      

      
        
        

      

    

     

    THE
      ORIGINAL LENDERS

     

    JPMORGAN
      CHASE BANK, N.A., LONDON BRANCH

     

    By:

     

    
      	
              Address:
                

            	
              125
                London Wall

            
	 	
              London
                EC2Y 5AJ

            
	 	 
	
              Fax:

            	
              +44
                207 777 1493

            
	 	 
	
              Attention:

            	
              Laurence
                Manessian

            


    

     

    MORGAN
      STANLEY BANK

     

    By:

     

    
      	
              Address:

            	
              201
                South Main Street

            
	 	
              5th
                Floor

            
	 	
              Salt
                Lake City

            
	 	
              UT
                84111-2215

            
	 	
              USA

            
	 	 
	
              Fax:

            	
              +44
                207 056 3377

            
	 	 
	
              Attention:
                

            	
              Senior
                Lending Group

            


    

    


    
      
        
        

      

      
        198