Final Form of Agreement


    EXHIBIT
      10y

    CONFORMED
      COPY

    


    


     

    


    
      
        

      

    

    


     

    Dated
      5
      August, 2005

     

    


     

    SINGLE
      CURRENCY TERM FACILITY AGREEMENT

     

    


     

    $2,500,000,000

     

    FACILITY
      AGREEMENT

     

    


     

    between

     

    


     

    BMS
      OMEGA BERMUDA HOLDINGS FINANCE LTD.

     

    arranged
      by

     

    


     

    BNP
      PARIBAS

     

    and

     

    THE
      ROYAL BANK OF SCOTLAND plc

     

    with

     

    THE
      ROYAL BANK OF SCOTLAND plc

     

    acting
      as
      Agent

     

    


     

    


    
      
        

      

    

    


     

    
      	
              Counsel
                to the Lenders

              [Missing
                Graphic Reference]

              5
                Old Broad Street

              London
                EC2N 1DW

            	
              Counsel
                to the Borrower

              Slaughter
                & May

              One
                Bunhill Row

              London
                EC1Y 8YY

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    Page

     

     

    

      
        
          	 	
                   TABLE
                    OF
                    CONTENTS

                	 
	 	 	
                  Page

                
	
                  1.

                	
                  DEFINITIONS
                    AND INTERPRETATION 

                	
                  1

                
	
                  2.

                	
                  THE
                    FACILITY 

                	
                  17

                
	
                  3.

                	
                  PURPOSE
                    

                	
                  17

                
	
                  4.

                	
                  CONDITIONS
                    OF UTILISATION 

                	
                  17

                
	
                  5.

                	
                  UTILISATION
                    

                	
                  18

                
	
                  6.

                	
                  REPAYMENT
                    

                	
                  19

                
	
                  7.

                	
                  PREPAYMENT
                    AND CANCELLATION 

                	
                  19

                
	
                  8.

                	
                  INTEREST
                    

                	
                  24

                
	
                  9.

                	
                  INTEREST
                    PERIODS 

                	
                  25

                
	
                  10.

                	
                  CHANGES
                    TO THE CALCULATION OF I~ITEREST 

                	
                  26

                
	
                  11.

                	
                  FEES
                    

                	
                  27

                
	
                  12.

                	
                  TAX
                    GROSS UP AND INDEMNITIES 

                	
                  28

                
	
                  13.

                	
                  INCREASED
                    COSTS 

                	
                  32

                
	
                  14.

                	
                  OTHER
                    INDEMNITIES 

                	
                  33

                
	
                  15.

                	
                  MITIGATION
                    BY THE LENDERS 

                	
                  34

                
	
                  16.

                	
                  COSTS
                    AND EXPENSES 

                	
                  35

                
	
                  17.

                	
                  GUARANTEE
                    AND INDEMNITY 

                	
                  35

                
	
                  18.

                	
                  REPRESENTATIONS
                    

                	
                  39

                
	
                  19.

                	
                  INFORMATION
                    UNDERTAKINGS 

                	
                  44

                
	
                  20.

                	
                  FINANCIAL
                    COVENANTS 

                	
                  48

                
	
                  21.

                	
                  GENERAL
                    UNDERTAKINGS 

                	
                  50

                
	
                  22.

                	
                  EVENTS
                    OF DEFAULT 

                	
                  56

                
	
                  23.

                	
                  CHANGES
                    TO THE LENDERS 

                	
                  61

                
	
                  24.

                	
                  CHANGES
                    TO THE OBLIGORS 

                	
                  65

                
	
                  25.

                	
                  ROLE
                    OF THE AGENT AND THE ARRANGERS 

                	
                  66

                
	
                  26.

                	
                  CONDUCT
                    OF BUSINESS BY THE FINANCE PARTIES 

                	
                  71

                
	
                  27.

                	
                  SHARING
                    AMONG THE FINANCE PARTIES 

                	
                  72

                
	
                  28.

                	
                  PAYMENT
                    MECHANICS 

                	
                  73

                
	
                  29.

                	
                  SET-OFF
                    

                	
                  76

                
	
                  30.

                	
                  NOTICES
                    

                	
                  76

                
	
                  31.

                	
                  CALCULATIONS
                    AND CERTIFICATES 

                	
                  78

                
	
                  32.

                	
                  PARTIAL
                    INVALIDITY 

                	
                  
                  

                  78

                


        

         

         

         

         

         

        
          
            
            

          

          
            (i)

            
              

            

          

          
            
            

          

        

         

         

         

        
          	
                  33.

                	
                  REMEDIES
                    AND WAIVERS

                	
                  78

                
	
                  34.

                	
                  AMENDMENTS
                    AND WAIVERS 

                	
                  78

                
	
                  35.

                	
                  COUNTERPARTS
                    

                	
                  79

                
	
                  36.

                	
                  CONFIDENTIALITY
                    

                	
                  79

                
	
                  37.

                	
                  GOVERNING
                    LAW 

                	
                  80

                
	
                  38.

                	
                  ENFORCEMENT
                    

                	
                  80

                


        

      

    

    
 

    

      
        	
                SCHEDULE
                  1

              	
                THE
                  ORIGINAL PARTIES

              	
                82

              
	
                SCHEDULE
                  2

              	
                CONDITIONS
                  PRECEDENT 

              	
                84

              
	
                SCHEDULE
                  3

              	
                REQUESTS
                  

              	
                88

              
	
                SCHEDULE
                  4

              	
                MANDATORY
                  COST FORMULA 

              	
                90

              
	
                SCHEDULE
                  5

              	
                FORM
                  OF TRANSFER CERTIFICATE 

              	
                93

              
	
                SCHEDULE
                  6

              	
                FORM
                  OF ACCESSION LETTER 

              	
                95

              
	
                SCHEDULE
                  7

              	
                FORM
                  OF RESIGNATION LETTER 

              	
                96

              
	
                SCHEDULE
                  8

              	
                FORM
                  OF COMPLIANCE CERTIFICATE 

              	
                97

              
	
                SCHEDULE
                  9

              	
                TIMETABLES
                  

              	
                99

              
	
                SCHEDULE
                  10

              	
                FORM
                  OF CONFIDENTIALITY UNDERTAKING 

              	
                100

              


      

    

     

     

     

     

     

    
      
        
        

      

      
        (ii)

        
          

        

      

      
        
        

      

    


    


    THIS
      AGREEMENT is
      dated
      5 August, 2005 and made between:

     

    
      	
              (1)

            	
              BMS
                OMEGA BERMUDA HOLDINGS FINANCE LTD.,
                a
                company incorporated under the laws of Bermuda whose registered office
                is
                at Chancery Hall, 52 Reid Street, Hamilton HM12, Bermuda (the
                “Borrower”);

            


    

     

    
      	
              (2)

            	
              THE
                ENTITIES
                listed in Part 1 of Schedule 1 as original guarantors the “Original
                Guarantors”);

            


    

     

    
      	
              (3)

            	
              BNP
                PARIBAS
                and THE
                ROYAL BANK OF SCOTLAND plc
                as
                mandated lead arrangers and exclusive bookrunners (the “Arrangers”);

            


    

     

    
      	
              (4)

            	
              THE
                FINANCIAL INSTITUTIONS
                listed in Part 2 of Schedule 1 as lenders (the “Original
                Lenders”);
                and

            


    

     

    
      	
              (5)

            	
              THE
                ROYAL BANK OF SCOTLAND plc as
                agent of the other Finance Parties (the “Agent”).

            


    

     

    IT
      IS AGREED
      as
      follows:

     

    
      	1.  	
              DEFINITIONS
                AND INTERPRETATION

            


    

     

    
      	1.1  	
              Definitions

            


    

     

    In
      this
      Agreement:

     

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

     

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

     

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

     

    “Affected
      Lender”
has
      the
      meaning given to it in Clause 10.2 (Market
      disruption).

     

    “Affiliate”
means,
      when used in respect of a specified Person, another Person that directly or
      indirectly, Controls or is Controlled by or is under common Control with the
      Person specified.

     

    “Availability
      Period”
means
      the Tranche A Availability Period or the Tranche B Availability Period as the
      context requires.

     

    “Available
      Commitment”
means,
      in relation to a Tranche and a Lender, such Lender’s Commitment
      minus:

     

    
      	 	
              (a)

            	
              the
                amount of its participation in any outstanding Loans;
                and

            


    

     

    
      	 	
              (b)

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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    


     

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

     

    “BMS
      Group”
means
      the Parent Guarantor and its Subsidiaries from time to time.

     

    “Board”
means
      the Board of Governors of the Federal Reserve System of the United States of
      America. 

     

    “Board
      of Directors”
means
      either the board of directors of an Obligor or any duly authorised committee
      thereof or any committee of officers of such Obligor acting pursuant to
      authority granted by the board of directors of such Obligor or any committee
      of
      such board.

     

    “Borrowing
      Proceeds”
has
      the
      meaning given to it in Clause 7.5 (Mandatory
      Prepayment).

     

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

     

    
      	 	
              (a)

            	
              the
                interest (excluding Margin) which a Lender would 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 total 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 (or on the date of receipt if the Lender
                had
                notice that it would receive such sum on that day) and ending on
                the last
                day of the current Interest Period.

            


    

     

    “Business
      Day”
means
      a
      day (other than a Saturday, Sunday or legal holiday in the State of New York)
      on
      which banks are open for general business in Bermuda, London, and New York
      City.

     

    “Capital
      Lease Obligations”
means,
      in relation to any Person, the obligations of such Person to pay rent or other
      amounts under any lease of (or other arrangement conveying the right to use)
      real or personal property, or a combination thereof, which obligations are
      required to be classified and accounted for as capital leases on a balance
      sheet
      of such Person under GAAP and, for the purposes of this Agreement, the amount
      of
      such obligations at any time shall be the capitalised amount thereof at such
      time determined in accordance with GAAP.

     

    “Change
      in Control”
is
      deemed to have occurred upon the occurrence of either of the following
      events:

     

    
      	 	
              (a)

            	
              any
                Person or group of Persons (other than (i) the Parent Guarantor,
                (ii) any
                Subsidiary or (iii) any employee or director benefit plan or stock
                plan of
                the Parent Guarantor or a Subsidiary or any trustee or fiduciary
                with
                respect to such a plan when acting in that capacity or any trust
                related
                to any such plan)

            


    

     


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    


     

    shall
      have acquired beneficial ownership of shares representing more than 20% of
      the
      combined voting power represented by the outstanding Voting Stock of the
      Borrower or a Guarantor; or 

     

    
      	 	
              (b)
                

            	
              during
                any period of 12 consecutive months, commencing before or after the
                date
                of this Agreement, individuals who on the first day of such period
                were
                directors of the Parent Guarantor (together with any replacement
                or
                additional directors who were nominated or elected by a majority
                of
                directors then in office) cease to constitute a majority of the Board
                of
                Directors of the Parent Guarantor.

            


    

     

    “Closing
      Date”
means
      the date on which the Agent notifies the Borrower and the Lenders pursuant
      to
      Clause 4.1 (Initial
      conditions precedent)
      that it
      has received all of the documents and other evidence listed in Part 1 of
      Schedule 2 (Conditions Precedent).

     

    “Code”
means
      the Internal Revenue Code of 1986 of the United States, as amended from time
      to
      time.

     

    “Commitment”
means
      a
      Tranche A Commitment or a Tranche B Commitment, as the context
      requires.

     

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

     

    “Confidential
      Information”
means
      any information relating to the Borrower, the Guarantors, the BMS Group, and
      the
      Facility including, without limitation, the Information Memorandum, 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
      Agreement or (b) is known before the date the information is disclosed or is
      lawfully obtained after that date, other than from a source which is connected
      with the Lenders or the BMS Group and which, in either case, has not been
      obtained in violation of, and is not otherwise subject to, any obligation of
      confidentiality.

     

    “Confidentiality
      Undertaking”
means
      a
      confidentiality undertaking substantially in the form set out in Schedule 10
      (Form
      of Confidentiality Undertaking)
      or in
      any other form agreed between the Borrower and the Agent.

     

    “Consolidated Capitalisation”
has
      the
      meaning given to it in Clause 20.2 (Parent
      Guarantor and Borrower Financial Covenants).

     

    “Consolidated
      Net Indebtedness”
has
      the
      meaning given to it in Clause 20.2 (Parent
      Guarantor and Borrower Financial Covenants).

     


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    


     

    “Consolidated
      Net Tangible Assets”
means,
      with respect to the Parent Guarantor, the total amount of its assets (less
      applicable reserves and other properly deductible items) after
      deducting:

     

    
      	 	
              (a)

            	
              all
                current liabilities (excluding the amount of those which are by their
                terms extendable or renewable at the option of the obligor to a date
                more
                than 12 months after the date as of which the amount is being determined);
                and 

            


    

     

    
      	 	
              (b)

            	
              all
                goodwill, tradenames, trademarks, patents, unamortised debt discount
                and
                expense and other like intangible assets, all as set forth on the
                most
                recent balance sheet of the Parent Guarantor and its consolidated
                Subsidiaries and determined on a consolidated basis in accordance
                with
                GAAP.

            


    

     

    “Control”
means,
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of a Person, whether through ownership
      of voting securities, by contract or otherwise. “Controlled”
and
      “Controlling”
shall
      be construed accordingly.

     

    “Debt”
      means:

     

    
      	 	
              (a)
                

            	
              all
                obligations represented by notes, bonds, debentures or similar evidences
                of indebtedness; 

            


    

     

    
      	 	
              (b)
                

            	
              all
                indebtedness for borrowed money or for the deferred purchase price
                of
                property or services other than, in the case of any such deferred
                purchase
                price, on normal trade terms; and 

            


    

     

    
      	 	
              (c)
                

            	
              all
                rental obligations as lessee under leases which shall have been or
                should
                be recorded as Capital Lease
                Obligations.

            


    

     

    “Default”
means
      any event or condition which constitutes an Event of Default or which upon
      notice, lapse of time or both would, unless cured or waived, become an Event
      of
      Default.

     

    “Designated
      Finance Subsidiary”
means
      Bristol-Myers Squibb Sigma Finance Limited, a company incorporated under the
      laws of Bermuda whose registered office is at Chancery Hall, 52 Reid Street,
      Hamilton HM12, Bermuda, and any other Finance Subsidiary which has become an
      Additional Guarantor.

     

    “Disposal”
has
      the
      meaning given to it in Clause 7.5 (Mandatory
      Prepayment).

     

    “Disposal
      Proceeds”
has
      the
      meaning given to it in Clause 7.5 (Mandatory
      Prepayment).

     

    “Dollars”
or
      “$”
means
      the lawful currency of the United States of America.

     

    “Environmental
      and Safety Laws”
means
      any and all applicable current and future treaties, laws (including without
      limitation common law), regulations, enforceable requirements, binding
      determinations, orders, decrees, judgments, injunctions, permits, approvals,
      authorizations, licenses, permissions, written notices or binding agreements
      issued, promulgated or entered by any Governmental Authority, relating to the
      environment, to employee health or safety as it pertains to the use or handling
      

     


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    of,
      or
      exposure to, any Hazardous Substance or contaminant, to preservation or
      reclamation of natural resources or to the management, release or threatened
      release of any Hazardous Substance, contaminant, or noxious odour, including
      without limitation the following laws of the United States of America: the
      Hazardous Materials Transportation Act, the Comprehensive Environmental
      Response, Compensation, and Liability Act of 1980, as amended by the Superfund
      Amendments and Reauthorization Act of 1986, the Solid Waste Disposal Act, as
      amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous
      and Solid Waste Amendments of 1984, the Federal Water Pollution Control Act,
      as
      amended by the Clean Water Act of 1977, the Clean Air Act of 1970, as amended,
      the Toxic Substances Control Act of 1976, the Occupational Safety and Health
      Act
      of 1970, as amended, the Emergency Planning and Community Right-to-Know Act
      of
      1986, the Safe Drinking Water Act of 1974, as amended, any similar or
      implementing state law, all amendments of any of them, and any regulations
      promulgated under any of them.

     

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

     

    “ERISA
      Affiliate”
means
      any trade or business (whether or not incorporated) that, together with the
      Parent Guarantor, is treated as a single employer under Section 414 of the
      Code.

     

    “ERISA
      Termination Event”
means
      (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations
      issued thereunder (other than a “Reportable Event” not subject to the provision
      for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal
      of
      the Parent Guarantor or any of its ERISA Affiliates from a “single employer”
Plan during a plan year in which it was a “substantial employer”, both of such
      terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice
      of
      intent to terminate a Plan or the treatment of a Plan amendment as a termination
      under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate
      a Plan by the PBGC or (v) any other event or condition which is reasonably
      likely to constitute grounds under Section 4042 of ERISA for the termination
      of,
      or the appointment of a trustee to administer, any Plan or (vi) the partial
      or
      complete withdrawal of the Parent Guarantor or any ERISA Affiliate of the Parent
      Guarantor from a Multiemployer Plan as defined in Section 4001(a)(3) of
      ERISA.

     

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

     

    “Exchange
      Act”
means
      Securities Exchange Act of 1934 of the United States, as amended.

     

    “Excluded
      Debt”
has
      the
      meaning given to it in Clause 7.5 (Mandatory
      Prepayment).

     

    “Excluded
      Disposal Proceeds”
has
      the
      meaning given to it in Clause 7.5 (Mandatory
      Prepayment).

     

    “Excluded
      Insurance Proceeds”
has
      the
      meaning given to it in Clause 7.5 (Mandatory
      Prepayment).

     


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    


     

    “Facility”
means
      the term loan facility made available under this Agreement as described in
      Clause 2 (The
      Facility).

     

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

     

    “Fee
      Letter”
means
      any letter or letters dated on or about the date of this Agreement between
      the
      Arrangers and the Borrower (or the Agent and the Borrower) setting out any
      of
      the fees referred to in Clause 11 (Fees).

     

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

     

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

     

    “Finance
      Subsidiary”
means
      a
      wholly owned subsidiary of the Borrower which is engaged solely in the business
      of financing or facilitating the financing of members of the BMS Group and
      activities reasonably incidental thereto.

     

    “Funded
      Debt”
means
      Debt of the Parent Guarantor or a Subsidiary owning Restricted Property maturing
      by its terms more than one year after its creation and Debt classified as
      long-term debt under GAAP and, in the case of the Funded Debt of the Parent
      Guarantor, ranking at least pari passu with its obligations under this
      Agreement.

     

    “GAAP”
means
      generally accepted accounting principles in the United States of
      America.

     

    “Governmental
      Authority”
means
      the government of any nation, including, but not limited to, the United States
      of America, or any political subdivision thereof, whether state or local, and
      any agency, authority, instrumentality, regulatory body, court, central bank
      or
      other entity exercising executive, legislative, judicial, taxing, regulatory
      or
      administrative powers or functions of or pertaining to government.

     

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

     

    “Hazardous
      Substances”
means
      any toxic, radioactive, mutagenic, carcinogenic, noxious, caustic or otherwise
      hazardous substance, material or waste, including petroleum, its derivatives,
      by-products and other hydrocarbons, including, without limitation,
      polychlorinated biphenyls (“PCBs”),
      asbestos or asbestos-containing material, and any substance, waste or material
      regulated or that could reasonably be expected to result in liability under
      Environmental and Safety Laws.

     

    “Increased
      Costs”
has
      the
      meaning given to it in Clause 13.1 (Increased
      costs).

     

    “Indenture”
means
      the Indenture dated as of June 1, 1993 between the Parent Guarantor and JPMorgan
      Chase Bank N.A., as successor to The Chase Manhattan 

     


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    Bank
      (National Association), as Trustee, as amended, supplemented or otherwise
      modified from time to time.

     

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

     

    “Insurance
      Proceeds”
has
      the
      meaning given to it in Clause 7.5 (Mandatory
      Prepayment).

     

    “Interest
      Period”
means,
      in relation to a Loan, each period determined in accordance with Clause 9
      (Interest
      Periods)
      and, in
      relation to an Unpaid Sum, each period determined in accordance with Clause
      8.3
      (Default
      interest).

     

    “Lender”
      means:

     

    
      	 	
              (a)

            	
              any
                Original Lender; and

            


    

     

    
      	 	
              (b)

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

            


    

     

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

     

    “LIBOR”
means,
      in relation to any Loan:

     

    
      	 	
              (a)

            	
              the
                applicable Screen Rate; or

            


    

     

    
      	 	
              (b)

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

            


    

     

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

     

    “Lien”
means
      any mortgage, lien, pledge, encumbrance, charge or security
      interest.

     

    “LMA”
means
      the Loan Market Association.

     

    “Loan”
means
      a
      Tranche A Loan or a Tranche B Loan as the context requires.

     

    “Lux
      Holdco”
means
      Bristol-Myers Squibb Luxembourg S.à.R.L.

     

    “Lux
      Holdco Note”
means
      the Euro denominated senior note due November 7, 2014, the form, substance,
      terms and conditions of which are set forth in the Lux Holdco Note
      Agreement.

     


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    


     

    “Lux
      Holdco Note Agreement”
means
      the Note Agreement dated as of November 8, 2002 as amended on 28 March 2003,
      between Lux Holdco and Bristol-Myers Squibb Cayman Ltd.

     

    “Majority
      Lenders”
      means:

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

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

     

    “Margin”
means,
      at any time, the rate set out opposite the then applicable Ratings listed in
      the
      table below, as determined subject to paragraphs (a) to (d) below:

     

    
      	
              Ratings
                (Moody’s / S&P)

            	
              Margin
                (per cent. per annum)

            
	
              A2
                / A or higher

              A3
                / A -

              Baa1
                / BBB+ or lower

            	
              0.25

              0.30

              0.35

            


    

    


     

    
      	 	
              (a)

            	
              If
                the Ratings Agencies do not provide equivalent Ratings, only the
                highest
                Rating will be used to calculate the
                Margin.

            


    

     

    
      	 	
              (b)

            	
              If
                only one Rating Agency provides a Rating, that Rating will be used
                to
                calculate the Margin.

            


    

     

    
      	 	
              (c)

            	
              If
                an Event of Default has occurred and is continuing or no Ratings
                are
                available, the Margin will be 0.35 per cent. per
                annum.

            


    

     

    
      	 	
              (d)

            	
              Any
                change in the Margin shall take effect in relation to any Loan made
                or any
                Interest Period commencing on or after the date falling one Business
                Day
                after the relevant change in the Ratings, provided that if such change
                in
                a Rating occurs on the first day of an Interest Period, the corresponding
                change in the Margin shall be effective as of that
                date.

            


    

     

    “Margin
      Regulations”
means
      Regulations T, U and X of the Board as from time to time in effect, and all
      official rulings and interpretations thereunder or thereof.

     

    “Market
      Disruption Event”
has
      the
      meaning given to it in Clause 10.2 (Market
      disruption).

     

    “Material
      Adverse Effect” means
      a
      material adverse effect on the business, operations, properties or financial
      condition of the BMS Group taken as a whole or, where the context so requires,
      a
      material adverse effect on the business, operations, properties or financial
      condition of the NL Holdco Group taken as a whole.

     


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    


     

    “Material
      Asset”
      means

     

    
      	 	
              (a)

            	
              any
                manufacturing facility, or portion thereof, owned or leased by the
                Parent
                Guarantor or any Subsidiary which, in the opinion of the Board of
                Directors of the Parent Guarantor, is of material importance to the
                business of the Parent Guarantor and its Subsidiaries taken as a
                whole,
                but no such manufacturing facility, or portion thereof, shall be
                deemed of
                material importance if its gross book value (before deducting accumulated
                depreciation) is less than 2% of Consolidated Net Tangible Assets;
                and
                

            


    

     

    
      	 	
              (b)
                

            	
              any
                shares of capital stock or indebtedness of any Subsidiary owning
                any such
                manufacturing facility. 

            


    

     

    As
      used
      in this definition “manufacturing
      facility”
means
      property, plant and equipment used for actual manufacturing and for activities
      directly related to manufacturing, and it excludes sales offices, research
      facilities and facilities used only for warehousing, distribution or general
      administration.

     

    “Maturity”
means,
      when used in respect of any Security, the date on which the principal of such
      Security becomes due and payable as provided therein or in the Indenture,
      whether on a date fixed for such repayment pursuant to such Security, at the
      date specified in such Security as the fixed date on which the principal of
      such
      Security or such instalment of principal or interest is due and payable thereof
      or by declaration of acceleration, call for redemption or
      otherwise.

     

    “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 (a), (b) and (c) will only apply to the last Month of any
      period.

     

    “Moody’s”
means
      Moody’s Investors Service, Inc. or any successor thereto.

     

    “NL
      Holdco Cash Flow”
has
      the
      meaning given to it in Clause 20.1 (Primary
      Guarantor Financial Covenants).

     

    “NL
      Holdco Group”
means
      the Primary Guarantor and its subsidiaries from time to time.

     


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    


     

    “NL
      Holdco Group Net Indebtedness”
has
      the
      meaning given to it in Clause 20.1 (Primary
      Guarantor Financial Covenants).

     

    “NL
      Holdco Group New Indebtedness”
has
      the
      meaning given to it in Clause 20.1 (Primary
      Guarantor Financial Covenants).

     

    “NL
      Holdco Intercompany Indebtedness”
has
      the
      meaning given to it in Clause 20.1 (Primary
      Guarantor Financial Covenants).

     

    “Obligor”
means
      the Borrower or a Guarantor.

     

    “Original
      Issue Discount Security”
means
      (i) any Security which provides for an amount less than the principal amount
      thereof to be due and payable upon a declaration of acceleration of the Maturity
      thereof, and (ii) any other Security deemed to be an Original Issue Discount
      Security for United States Federal income tax purposes.

     

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

     

    “Parent
      Guarantor”
means
      Bristol-Myers Squibb Company, a Delaware corporation whose registered office
      is
      at CT Corporation, 1209 Orange Street, Wilmington, DE, U.S.A..

     

    “Parent
      Guarantor Quarter Date”
has
      the
      meaning given to it in Clause 20.2 (Parent
      Guarantor and Borrower Financial Covenants).

     

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

     

    “Party”
means
      a
      party to this Agreement.

     

    “PBGC”
means
      the Pension Benefit Guaranty Corporation referred to and defined in ERISA and
      any successor entity performing similar functions.

     

    “Person”
means
      any natural person, corporation, limited liability company, trust, joint
      venture, association, company, partnership, Governmental Authority or other
      entity.

     

    “Plan”
means
      any employee pension benefit plan (other than a Multiemployer Plan as defined
      in
      Section 4001(a)(3) of ERISA), subject to the provisions of Title IV of ERISA
      or
      Section 412 of the Code that is maintained for current or former employees,
      or
      any beneficiary thereof, of the Parent Guarantor or any ERISA
      Affiliate.

     

    “Prepayment
      Percentage”
has
      the
      meaning given to it in Clause 7.5 (Mandatory
      Prepayment).

     

    “Prepayment
      Threshold”
has
      the
      meaning given to it in Clause 7.5 (Mandatory
      Prepayment).

     


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    


     

    “Primary
      Guarantor”
means
      BMS Pharmaceuticals Netherlands Holdings B.V., a company incorporated under
      the
      laws of the Netherlands whose registered office is at Vijzelmolenlaan 9, 3447
      GX, Woerden, The Netherlands.

     

    “Primary
      Guarantor Quarter Date”
has
      the
      meaning given to it in Clause 20.1 (Primary
      Guarantor Financial Covenants).

     

    “Protected
      Party”
has
      the
      meaning given to it in Clause 12.1 (Tax
      Definitions).

     

    “Qualifying NL
      Holdco Notes”
means
      unsubordinated indebtedness owed by the Primary Guarantor to the Borrower or
      a
      Designated Finance Subsidiary.

     

    “Quotation
      Day”
means,
      in relation to any period for which an interest rate is to be determined, two
      Business Days before the first day of that period unless market practice differs
      in the Relevant Interbank Market in which case the Quotation Day will be
      determined by the Agent in accordance with market practice in the Relevant
      Interbank Market (and if quotations would normally be given by leading banks
      in
      the Relevant Interbank Market on more than one day, the Quotation Day will
      be
      the last of those days).

     

    “Rating
      Agencies”
means
      Moody’s and S&P.

     

    “Ratings”
means
      the ratings from time to time established by the Rating Agencies for senior,
      unsecured, non-credit-enhanced long-term debt of the Parent Guarantor.


     

    “Reference
      Banks”
means
      the principal London offices of BNP Paribas, The Royal Bank of Scotland plc
      and
      Deutsche Bank AG or such other banks as may be appointed by the Agent in
      consultation with the Borrower.

     

    “Regulation
      FD”
means
      Regulation FD promulgated by the SEC.

     

    “Relevant
      Interbank Market”
means
      the London interbank market.

     

    “Repayment
      Date”
means
      the Tranche A Repayment Date or the Tranche B Repayment Date as the context
      requires.

     

    “Repeating
      Representations”
means
      each of the representations set out in Clauses 18.1 (Organisation;
      Powers),
      18.2
      (Authorisations),
      18.3
      (Enforceability),
      18.4
      (Governmental
      Approvals),
      18.8
      (Federal
      Reserve Regulations)
      and
      18.14 (Investment
      and Holding Company Status).

     

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

     

    “Restricted
      Payment”
means,
      as to any Person, any dividend or other distribution (whether in cash,
      securities or other property) with respect to any shares of any class of capital
      stock or other equity interests of such Person, or any payment (whether in
      cash,
      securities or other property), including any sinking fund or similar deposit,
      on
      account of the purchase, redemption, retirement, acquisition, cancellation
      or
      termination of any such shares of capital stock or other equity interests of
      such Person or any option, warrant or other right to acquire any such shares
      of
      capital stock or other equity interests of such Person.

     


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    


     

    “Restricted
      Property”
means:
      

     

    
      	 	
              (a)

            	
              any
                manufacturing facility, or portion thereof, owned or leased by the
                Parent
                Guarantor or any Subsidiary and located within the continental United
                States of America which, in the opinion of the Board of Directors
                of the
                Parent Guarantor, is of material importance to the business of the
                Parent
                Guarantor and its Subsidiaries taken as a whole, but no such manufacturing
                facility, or portion thereof, shall be deemed of material importance
                if
                its gross book value (before deducting accumulated depreciation)
                is less
                than 2% of Consolidated Net Tangible Assets; and
                

            


    

     

    
      	 	
              (b)
                

            	
              any
                shares of capital stock or indebtedness of any Subsidiary owning
                any such
                manufacturing facility. 

            


    

     

    As
      used
      in this definition “manufacturing
      facility”
means
      property, plant and equipment used for actual manufacturing and for activities
      directly related to manufacturing, and it excludes sales offices, research
      facilities and facilities used only for warehousing, distribution or general
      administration.

     

    “S&P”
means
      Standard & Poor’s Ratings Group or any successor thereto.

     

    “Sale
      and Leaseback Transaction”
means
      any arrangement with any Person pursuant to which the Parent Guarantor or any
      Subsidiary leases any Restricted Property that has been or is to be sold or
      transferred by the Parent Guarantor or the Subsidiary to such Person, other
      than:

     

    
      	 	
              (a)

            	
              temporary
                leases for a term, including renewals at the option of the lessee,
                of not
                more than three years; 

            


    

     

    
      	 	
              (b)

            	
              leases
                between the Parent Guarantor and a Subsidiary or between
                Subsidiaries;

            


    

     

    
      	 	
              (c)

            	
              leases
                of Restricted Property executed by the time of, or within 12 months
                after
                the latest of, the acquisition, the completion of construction or
                improvement, or the commencement of commercial operation, of such
                Restricted Property; and 

            


    

     

    
      	 	
              (d)

            	
              arrangements
                pursuant to any provision of law with an effect similar to that under
                former Section 168(f)(8) of the Internal Revenue Code of 1954 of
                the
                United States.

            


    

     

    “Screen
      Rate”
means
      the British Bankers’ Association Interest Settlement Rate for Dollars for the
      relevant period, displayed on the appropriate page of the Reuters screen. If
      the
      agreed page is replaced or service ceases to be available, the Agent may specify
      a reasonable alternative page or service displaying the appropriate rate after
      consultation with the Borrower and the Lenders.

     

    “SEC”
means
      the Securities and Exchange Commission of the United States.

     

    “Security”
shall
      mean any note, bond, debenture, or any other evidences of indebtedness, of
      any
      series authenticated and delivered from time to time under the Indenture.
“Securities”
shall
      be construed accordingly.

     


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    


     

    “Selection
      Notice”
means
      a
      notice substantially in the form set out in Part 2 of Schedule 3 (Requests)
      given
      in accordance with Clause 9 (Interest
      Periods).

     

    “Share
      Issue”
has
      the
      meaning given to it in Clause 7.5 (Mandatory
      Prepayment).

     

    “Share
      Issue Proceeds”
has
      the
      meaning given to it in Clause 7.5 (Mandatory
      Prepayment).

     

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

     

    “subsidiary”
means
      with respect to any Person (the “parent”)
      at any
      date: 

     

    
      	 	
              (a)

            	
              for
                the purposes of Clauses 21.8 (Encumbrances
                on Restricted Properties securing debt)
                and 21.9 (Limitation
                on Sale and Leaseback Transactions)
                only, any Person, the majority of the outstanding Voting Stock of
                which is
                owned, directly or indirectly, by the parent or one or more subsidiaries
                of the parent of such Person; and 

            


    

     

    
      	 	
              (b)

            	
              for
                all other purposes under this Agreement, any corporation, limited
                liability company, partnership, association or other entity the accounts
                of which would be consolidated with those of the parent in the parent’s
                consolidated financial statements if such financial statements were
                prepared in accordance with GAAP as of such date, as well as any
                other
                corporation, limited liability company, partnership, association
                or other
                entity of which securities or other ownership interests representing
                more
                than 50% of the equity or more than 50% of the ordinary voting power
                or,
                in the case of a partnership, more than 50% of the general partnership
                interests are, as of such date, owned, controlled or
                held.

            


    

     

    “Subsidiary”
means
      a
      subsidiary of the Parent Guarantor.

     

    “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).

     

    “Tax
      Credit”
has
      the
      meaning given to it in Clause 12.1 (Tax Definitions).

     

    “Tax
      Deduction”
has
      the
      meaning given to it in Clause 12.1 (Tax Definitions).

     

    “Tax
      Payment”
has
      the
      meaning given to it in Clause 12.1 (Tax Definitions).

     

    “Third
      Parties Act”
has
      the
      meaning given to it in Clause 1.3 (Third
      party rights).

     

    “Total
      Commitments”
means
      the aggregate of the Tranche A Total Commitments and the Tranche B Total
      Commitments, being $2,500,000,000 at the date of this Agreement.

     

    “Total
      Net Indebtedness of the Borrower and the Designated Finance
      Subsidiaries”
has
      the
      meaning given to it in Clause 20.2 (Parent
      Guarantor and Borrower Financial Covenants).

     


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    


     

    “Tranche”
means
      Tranche A or Tranche B, as the context requires.

     

    “Tranche
      A”
means
      a
      $2,000,000,000 tranche of the Facility.

     

    “Tranche
      A Availability Period”
means
      the period from and including the date of this Agreement to and including the
      date falling 90 days after the date of this Agreement.

     

    “Tranche
      A Available Commitment”
means,
      in relation to a Lender, such Lender’s Available Commitment with respect to
      Tranche A.

     

    “Tranche
      A Commitment”
      means:

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

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

     

    “Tranche
      A Loan”
means
      a
      Loan made under Tranche A or the principal amount outstanding for the time
      being
      of that Loan.

     

    “Tranche
      A Repayment Date”
means
      the date falling on the fifth anniversary of the date of this
      Agreement.

     

    “Tranche
      A Total Commitments”
means
      the aggregate for the time being of the Lenders’ Tranche A Commitments, being
      $2,000,000,000 at the date of this Agreement.

     

    “Tranche
      B”
means
      a
      $500,000,000 tranche of the Facility.

     

    “Tranche
      B Availability Period”
means
      the period from and including the date of this Agreement to and including 31
      December 2005.

     

    “Tranche
      B Available Commitment”
means,
      in relation to a Lender, such Lender’s Available Commitment with respect to
      Tranche B.

     

    “Tranche
      B Commitment”
      means:

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

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

     


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


    “Tranche
      B Loan”
means
      a
      Loan made under Tranche B or the principal amount outstanding for the time
      being
      of that Loan.

     

    “Tranche
      B Repayment Date”
means
      the date falling on the second anniversary of the date of this
      Agreement.

     

    “Tranche
      B Total Commitments”
means
      the aggregate for the time being of the Lenders’ Tranche B Commitments, being
      $500,000,000 at the date of this Agreement.

     

    “Transactions”
means
      the execution and delivery by each Obligor of the Finance Documents to which
      it
      is a party, the performance by each Obligor of the Finance Documents to which
      it
      is a party, the borrowing of the Loans and the use and proceeds
      thereof.

     

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

     

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

     

    
      	 	
              (a)

            	
              the
                proposed Transfer Date specified in the Transfer Certificate;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                date on which the Agent executes the Transfer
                Certificate.

            


    

     

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

     

    “Utilisation”
means
      a
      utilisation of the Facility.

     

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

     

    “Utilisation
      Request”
means
      a
      notice substantially in the form set out in Part 1 of Schedule 3 (Requests).

     

    “Value”
means
      with respect to a Sale and Leaseback Transaction, an amount equal to the present
      value of the lease payments with respect to the term of the lease remaining
      on
      the date on which the amount is being determined, without regard to any renewal
      or extension options contained in the lease, discounted by the weighted average
      interest rate on the Securities of all series (including the effective interest
      rate on any Original Issue Discount Securities) which are outstanding on the
      effective date of such Sale and Leaseback Transaction and have the benefit
      of
      Section 1007 of the Indenture under which the Securities are
      issued.

     

    “VAT”
means
      value added tax as provided for in the Value Added Tax Act 1994 or any
      regulations promulgated thereunder or any Tax of a similar nature.

     

    “Voting
      Stock”
means,
      as applied to the stock of any corporation, stock of any class or classes
      (however designated) having by the terms thereof ordinary voting power to elect
      a majority of the members of the board of directors (or other governing body)
      of
      such corporation other than stock having such power only by reason of the
      happening of a contingency.

     


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    


    


     

    
      	1.2  	
              Construction

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

    
      	(v)  	
              a
                “regulation”
                includes any regulation, rule or official directive request or guideline
                (whether or not having the force of law but, if not having the force
                of
                law, being of a type which any person to which it applies is expected
                or
                required to comply) of any governmental, intergovernmental or
                supranational body, agency, department or regulatory, self-regulatory
                or
                other similar authority or
                organisation;

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

    
      	1.3  	
              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 to enjoy the benefit of any term of this
                Agreement.

            


    

     

    
      	(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 this Agreement at any
                time.

            


    

     


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    


    


     

    
      	2.  	
              THE
                FACILITY

            


    

     

    
      	2.1  	
              The
                Facility

            


    

     

    Subject
      to the terms of this Agreement, the Lenders make available to the Borrower
      a
      Dollar term loan facility divided into:

     

    
      	(a)  	
              Tranche
                A which is available during the Tranche A Availability Period in
                an
                aggregate amount equal to the Tranche A Total Commitments;
                and

            


    

     

    
      	(b)  	
              Tranche
                B which is available during the Tranche B Availability Period in
                an
                aggregate amount equal to the Tranche B 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.

            


    

     

    
      	3.  	
              PURPOSE

            


    

     

    
      	3.1  	
              Purpose

            


    

     

    The
      Borrower shall apply all amounts borrowed by it under the Facility towards
      the
      general corporate purposes of the BMS Group.

     

    
      	3.2  	
              Monitoring
                

            


    

     

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

     

    
      	4.  	
              CONDITIONS
                OF UTILISATION

            


    

     

    
      	4.1  	
              Initial
                conditions precedent 

            


    

     

    The
      Borrower may not deliver a Utilisation Request unless the Agent has received
      all
      of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions
      precedent)
      in form
      and substance satisfactory to the Agent acting reasonably. The Agent shall
      notify the Borrower and the Lenders promptly upon being so
      satisfied.

     


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    


    


     

    
      	4.2  	
              Further
                conditions precedent

            


    

     

    The
      Lenders will only be obliged to comply with Clause 5.4 (Lenders’
      participation)
      if:

     

    
      	(a)  	
              on
                the date of the Utilisation Request and on the proposed Utilisation
                Date
                no Default is continuing or will result from the proposed Loan;
                and

            


    

     

    
      	(b)  	
              in
                the case of any Utilisation, on the date of the Utilisation Request,
                the
                representations set out in Clauses 18.1 (Organisation;
                Powers),
                18.2 (Authorisations),
                18.3 (Enforceability),
                18.4 (Governmental
                Approvals),
                18.5(a) (Financial
                Statements),
                18.7 (No
                filing or stamp taxes),
                18.8 (Federal
                Reserve Regulations),
                18.9 (Use
                of Proceeds),
                18.10 (Taxes),
                18.13 (Properties),
                18.14 (Investment
                and Holding Company Status),
                18.15 (Ownership
                and Status of Designated Finance Subsidiaries),
                18.16 (Pari
                Passu Ranking)
                and 18.17 (Ranking
                of Qualifying NL Holdco Notes)
                are true in all material respects (or, in the case of a representation
                which is already qualified as to materiality, it is true in all
                respects).

            


    

     

    
      	4.3  	
              Maximum
                number of Loans 

            


    

     

    
      	(a)  	
              The
                Borrower may not deliver a Utilisation Request if as a result of
                the
                proposed Utilisation more than five Loans would be
                outstanding.

            


    

     

    
      	(b)  	
              The
                Borrower may not request that a Loan be divided if, as a result of
                the
                proposed division, more than five Loans would be
                outstanding.

            


    

     

    
      	5.  	
              UTILISATION

            


    

     

    
      	5.1  	
              Delivery
                of a Utilisation Request

            


    

     

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

     

    
      	5.2  	
              Completion
                of a Utilisation Request

            


    

     

    
      	(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
                for the Tranche under which the Utilisation is to be
                made;

            


    

     

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

            


    

     

    
      	(iii)  	
              the
                proposed Utilisation is in respect of either Tranche A or Tranche
                B so
                that each Utilisation Request and Utilisation may only be in respect
                of a
                single Tranche; and

            


    

     

    
      	(iv)  	
              the
                proposed Interest Period complies with Clause 9 (Interest
                Periods).

            


    

     

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

            


    

     


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


    


     

    
      	5.3  	
              Currency
                and amount

            


    

     

    
      	(a)  	
              The
                currency specified in a Utilisation Request must be
                Dollars.

            


    

     

    
      	(b)  	
              The
                amount of the proposed Loan must be an amount which is not more than
                the
                Available Facility and which is a minimum of $10,000,000 and an integral
                multiple of $1,000,000 or, if less, the Available
                Facility.

            


    

     

    
      	5.4  	
              Lenders’
                participation

            


    

     

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

            


    

     

    
      	(c)  	
              The
                Agent shall notify each Lender of the amount of each Loan and the
                amount
                of its participation in that Loan by the Specified
                Time.

            


    

     

    
      	5.5  	
              Cancellation
                following Availability
                Period

            


    

     

    
      	(a)  	
              At
                5 p.m. on the last day of the Tranche A Availability Period, the
                Tranche A
                Available Commitment of each Lender shall be cancelled and reduced
                to
                zero.

            


    

     

    
      	(b)  	
              At
                5 p.m. on the last day of the Tranche B Availability Period, the
                Tranche B
                Available Commitment of each Lender shall be cancelled and reduced
                to
                zero.

            


    

     

    
      	6.  	
              REPAYMENT

            


    

     

    
      	6.1  	
              Repayment
                of Loans

            


    

     

    The
      Borrower shall, on the relevant Repayment Date, repay:

     

    
      	(a)  	
              all
                Tranche A Loans in full, together with all unpaid interest accrued
                thereon; and 

            


    

     

    
      	(b)  	
              all
                Tranche B Loans in full, together with all unpaid interest accrued
                thereon.

            


    

     

    
      	6.2  	
              Reborrowing

            


    

     

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

     

    
      	7.  	
              PREPAYMENT
                AND CANCELLATION

            


    

     

    
      	7.1  	
              Illegality

            


    

     

    
      	(a)  	
              If
                it becomes unlawful in any applicable jurisdiction for a Lender to
                perform
                any of its obligations as contemplated by this Agreement or to fund
                or
                maintain its participation in any Loan that Lender shall promptly
                notify
                the Agent upon becoming aware of that event. Following such notification
                having been given, that Lender may require either or both of the
                following:

            


    

     


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    


    


     

    
      	(i)  	
              the
                Tranche A Commitment and Tranche B Commitment of that Lender be
                immediately cancelled; or

            


    

     

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

            


    

     

    
      	(b)  	
              If
                a Lender requires repayment in accordance with Clause 7.1(a)(ii)
                above,
                the Borrower shall elect to either:

            


    

     

    
      	(i)  	
              repay
                that Lender’s participation in accordance with the terms set out in that
                Clause; or

            


    

     

    
      	(ii)  	
              replace
                that Lender in accordance with paragraph (b) of Clause 7.4 (Right
                of repayment and cancellation in relation to a single
                Lender)
                on or before the date for repayment under Clause 7.1(a)(ii) in relation
                to
                each Loan.

            


    

     

    
      	(c)  	
              If
                it becomes unlawful in any applicable jurisdiction for the Borrower
                to
                perform any of its material obligations as contemplated by this
                Agreement:

            


    

     

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

            


    

     

    
      	(ii)  	
              the
                Borrower shall repay each Loan made to it on the last day of the
                Interest
                Period for that Loan occurring after the Agent has notified the Lenders
                or, if earlier, the last day of any applicable grace period permitted
                by
                law.

            


    

     

    
      	7.2  	
              Voluntary
                cancellation 

            


    

     

    The
      Borrower may, if it gives the 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 (but, if in part, being a minimum amount of $5,000,000) of the
      Available Facility in respect of Tranche A or Tranche B as specified in such
      notice. Any cancellation under this Clause 7.2 shall reduce the Tranche A
      Commitment or Tranche B Commitment of the Lenders rateably.

     

    
      	7.3  	
              Voluntary
                prepayment of Loans

            


    

     

    
      	(a)  	
              The
                Borrower may, if it gives the Agent not less than three Business
                Days’ (or
                such shorter period as the Majority Lenders may agree) prior notice,
                prepay the whole or any part of any Loan (but, if in part, being
                an amount
                that reduces the amount of the Loan by a minimum amount of
                $5,000,000).

            


    

     

    
      	(b)  	
              A
                Loan may be prepaid before the last day of the relevant Tranche’s
                Availability Period if at the same time the Commitments of the Lenders
                are
                cancelled in the same or a greater amount but otherwise a Loan may
                only be
                prepaid after the last day of the relevant Tranche’s Availability
                Period.

            


    

     


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    


    


     

    
      	7.4  	
              Right
                of repayment and cancellation in relation to a single
                Lender

            


    

     

    
      	(a)  	
              If:

            


    

     

    
      	(i)  	
              any
                sum payable or which will become payable on the next date on which
                the
                Borrower is obliged to pay an amount of interest pursuant to Clause
                8.2
                (Payment
                of interest)
                to any Lender by an Obligor is or will be required to be increased
                under
                paragraph (c) of Clause 12.2 (Tax
                gross-up);
                or

            


    

     

    
      	(ii)  	
              the
                Borrower receives a notice from the Agent under Clause 12.3 (Tax
                indemnity)
                or Clause 13.1 (Increased
                costs);
                or

            


    

     

    
      	(iii)  	
              any
                Lender notifies the Agent of its Additional Cost Rate under paragraph
                3 of
                Schedule 4 (Mandatory
                Cost formula),

            


    

     

    the
      Borrower may, while (in the case of paragraph (i) above) the circumstance giving
      rise to such increase continues, (in the case of paragraph (ii) above) at any
      time after the receipt of the notice, or (in the case of paragraph (iii) above)
      if that Additional Cost Rate is greater than zero, give the Agent notice of
      cancellation of the Tranche A Commitment and Tranche B Commitment of that Lender
      and its intention to procure the repayment of that Lender’s participation in the
      Loans.

     

    
      	(b)  	
              The
                Borrower may, in the circumstances set out in paragraph (a) above
                or
                pursuant to paragraph (b) of Clause 7.1 (Illegality),
                replace an Existing Lender (as defined in Clause 23 (Changes
                to the Lenders))
                with one or more other Lenders (which need not be Existing Lenders)
                which
                have agreed to purchase all or part of the Commitment and Loans of
                that
                Existing Lender pursuant to an assignment or transfer in accordance
                with
                the provisions of Clause 23, on condition
                that:

            


    

     

    
      	(i)  	
              each
                assignment or transfer under this paragraph (b) shall be arranged
                by the
                Borrower (with such reasonable assistance from the Existing Lender
                as the
                Borrower may reasonably request);
                and

            


    

     

    
      	(ii)  	
              no
                Existing Lender shall be obliged to make any assignment or transfer
                pursuant to this paragraph (b) unless and until it has received payment
                from the New Lender (as defined in Clause 23 (Changes
                to the Lenders)
                or New Lenders in an aggregate amount equal to the outstanding principal
                amount of the Loans owing to the Existing Lender, together with accrued
                and unpaid interest and fees (including, without limitation, any
                Break
                Costs to the date of payment) and all other amounts payable to the
                Existing Lender under this
                Agreement.

            


    

     

    
      	(c)  	
              On
                receipt of a notice from the Borrower referred to in paragraph (a)
                above,
                the Tranche A Commitment and Tranche B Commitment of that Lender
                shall
                immediately be cancelled and reduced to
                zero.

            


    

     

    
      	(d)  	
              Unless
                the Borrower has replaced an Existing Lender in accordance with paragraph
                (b) above, on the last day of each Interest Period which ends
                after

            


    

     


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


    the
      Borrower has given notice under paragraph (a) above (or, if earlier, the date
      specified by the Borrower in that notice), the Borrower shall repay that
      Lender’s participation in all outstanding Loans.

     

    
      	(e)  	
              Paragraphs
                (a) and (b) do not in any way limit the obligations of any Finance
                Party
                under Clause 15.1 (Mitigation)

            


    

     

    
      	7.5  	
              Mandatory
                Prepayment

            


    

     

    
      	(a)  	
              The
                Borrower shall prepay Loans at the times contemplated by paragraph
                (b) in
                an amount equal to:

            


    

     

    
      	(i)  	
              any
                Borrowing Proceeds;

            


    

     

    
      	(ii)  	
              the
                Prepayment Percentage of any Disposal Proceeds;


            


    

     

    
      	(iii)  	
              the
                Prepayment Percentage of any Insurance Proceeds;
                and

            


    

     

    
      	(iv)  	
              the
                Prepayment Percentage of any Share Issue
                Proceeds.

            


    

     

    
      	(b)  	
              A
                prepayment made under paragraph (a) shall be applied in prepayment
                of
                Loans within ten Business Days of receipt of Borrowing Proceeds,
                Disposal
                Proceeds, Insurance Proceeds, or Share Issue Proceeds (as the case
                may
                be), except that no such prepayment shall be required with respect
                to
                Disposal Proceeds or Insurance Proceeds expected to be Excluded Disposal
                Proceeds or Excluded Insurance Proceeds until 10 Business Days after
                the
                applicable 12 month period (or such longer period) referred to in
                the
                definition thereof. A prepayment under paragraph (a) shall prepay
                the
                Loans in amounts which will reduce each of the Tranche A Loans and
                each of
                the Tranche B Loans by the same
                proportion.

            


    

     

    For
      the
      purposes of this Clause 7.5:

     

    “Borrowing
      Proceeds”
means
      the cash proceeds of any Debt other than Excluded Debt received by the Borrower
      or any member of the NL Holdco Group after the Closing Date after deducting
      any
      reasonable expenses in relation to that Debt which are incurred by the Borrower
      or such member of the NL Holdco Group.

     

    “Disposal”
means
      a
      sale, lease, licence, transfer, loan or other disposal by the Borrower or any
      member of the NL Holdco Group of any Material Assets to any Person other than
      a
      member of the NL Holdco Group (whether by a voluntary or involuntary single
      transaction or series of transactions) but excluding sales in the ordinary
      course of the business.

     

    “Disposal
      Proceeds”
means
      the cash consideration in excess of the Prepayment Threshold received by the
      Borrower or any member of the NL Holdco Group for any Disposal except for
      Excluded Disposal Proceeds and after deducting:

     

    
      	 	
              (a)

            	
              reasonable
                expenses incurred by the Borrower or the relevant member of the NL
                Holdco
                Group with respect to that Disposal;
                and

            


    

     


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (b)

            	
              any
                Tax incurred and required to be paid by the seller in connection
                with that
                Disposal (as reasonably determined by the seller, on the basis of
                existing
                rates and taking account of any available credit, deduction or
                allowance).

            


    

     

    “Excluded
      Debt”
means
      Debt:

     

    
      	 	
              (a)

            	
              incurred
                under the Facility;

            


    

     

    
      	 	
              (b)

            	
              owed
                to any member of the BMS Group; or

            


    

     

    
      	 	
              (c)

            	
              not
                otherwise prohibited by the
                Facility.

            


    

     

    “Excluded
      Disposal Proceeds”
means
      any consideration received for any Disposal which is applied or is committed
      to
      be so applied within 12 months of the date of receipt of such consideration
      to
      replace the asset disposed of or invest in the purchase of assets to be used
      by
      the NL Holdco Group.

     

    “Excluded
      Insurance Proceeds”
means
      any proceeds of an insurance claim which are applied:

     

    (a) to
      meet a
      third party claim; or

     

    (b) to
      the
      replacement, reinstatement and/or repair of the asset in respect of which the
      relevant insurance claim was made,

     

    within
      12
      months of the date of receipt by the Borrower or any member of the NL Holdco
      Group of such Excluded Insurance Proceeds, or such longer period as the Majority
      Lenders may agree.

     

    “Insurance
      Proceeds”
means
      the cash proceeds in excess of the Prepayment Threshold of any insurance claim
      in relation to a Material Asset received by the Borrower or any member of the
      NL
      Holdco Group except for Excluded Insurance Proceeds and after deducting any
      reasonable expenses in relation to that claim which are incurred by the Borrower
      or the relevant member of the NL Holdco Group.

     

    “Prepayment
      Percentage”
means
      fifty per cent.

     

    “Prepayment
      Threshold”
means
      $1,000,000,000.

     

    “Share
      Issue”
means
      an issue of ordinary shares by the Borrower or the Primary Guarantor (when
      making a Share Issue, each being an “Issuer”),
      paid
      for in full cash upon issue and which by their terms are not redeemable and
      where such shares are of the same class and on the same terms as those initially
      issued by the Issuer but excluding shares issued to any member of the BMS
      Group.

     

    “Share
      Issue Proceeds”
means
      the cash consideration in excess of the Prepayment Threshold received by an
      Issuer for any Share Issue after deducting:

     

    
      	 	
              (a)

            	
              reasonable
                expenses incurred by the Issuer with respect to that Share Issue;
                and

            


    

     


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (b)

            	
              any
                Tax incurred and required to be paid by the Issuer in connection
                with that
                Share Issue (as reasonably determined by the Issuer, on the basis
                of
                existing rates and taking account of any available credit, deduction
                or
                allowance).

            


    

     

    
      	7.6  	
              Restrictions
                

            


    

     

    
      	(a)  	
              Any
                notice of cancellation or prepayment given by any Party under this
                Clause 7 (Prepayment
                and Cancellation)
                shall be irrevocable and, unless a contrary indication appears in
                this
                Agreement, shall specify the date or dates upon which the relevant
                cancellation or prepayment is to be made and the amount of that
                cancellation or prepayment.

            


    

     

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

            


    

     

    
      	(c)  	
              The
                Borrower may not reborrow any part of the Facility which is
                prepaid.

            


    

     

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

            


    

     

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

            


    

     

    
      	(f)  	
              If
                the Agent receives a notice under this Clause 7 (Prepayment
                and Cancellation)
                it shall promptly forward a copy of that notice to either the Borrower
                or
                the affected Lender, as
                appropriate.

            


    

     

    
      	8.  	
              INTEREST

            


    

     

    
      	8.1  	
              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;
                and

            


    

     

    
      	(c)  	
              Mandatory
                Cost, if any.

            


    

     

    
      	8.2  	
              Payment
                of interest

            


    

     

    The
      Borrower shall pay accrued interest on each 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).

     

    
      	8.3  	
              Default
                interest

            


    

     

    
      	(a)  	
              If
                an Obligor fails to pay any amount payable by it under a Finance
                Document
                on its due date, interest shall accrue on the overdue amount from
                the due
                date 

            


    

     


    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    


    up
      to the
      date of actual payment (both before and after judgment) at a rate which, subject
      to paragraph (b) below, is 1 per cent. higher than the rate which would have
      been payable if the overdue amount had, during the period of non-payment,
      constituted a Loan in the currency of the overdue amount for successive Interest
      Periods, each of a duration selected by the Agent (acting reasonably). Any
      interest accruing under this Clause 8.3 shall be immediately payable by the
      Obligor on demand by the Agent.

     

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

            


    

     

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

            


    

     

    
      	(ii)  	
              the
                rate of interest applying to the overdue amount during that first
                Interest
                Period shall be 1 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.

            


    

     

    
      	8.4  	
              Notification
                of rates of interest

            


    

     

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

     

    
      	9.  	
              INTEREST
                PERIODS

            


    

     

    
      	9.1  	
              Selection
                of Interest Periods

            


    

     

    
      	(a)  	
              The
                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
                Agent by the Borrower not later than the Specified
                Time.

            


    

     

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

            


    

     

    
      	(d)  	
              Subject
                to this Clause 9, the Borrower may select an Interest Period of 1,
                2, 3 or
                6 Months or any other period agreed between the Borrower and the
                Agent
                (acting on the instructions of all the Lenders).
                

            


    

     

    
      	(e)  	
              An
                Interest Period for a Tranche A Loan shall not extend beyond the
                Tranche A
                Repayment Date and an Interest Period for a Tranche B Loan shall
                not
                extend beyond the Tranche B Repayment
                Date.

            


    

     

    
      	(f)  	
              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.

            


    

     


    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    


    


     

    
      	9.2  	
              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).

     

    
      	9.3  	
              Consolidation
                and division of Loans

            


    

     

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

            


    

     

    
      	(i)  	
              relate
                to Loans made under the same Tranche;
                and

            


    

     

    
      	(ii)  	
              end
                on the same date;

            


    

     

    those
      Loans will, unless the Borrower 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 Loans)
                and Clause 5.3 (Currency
                and amount),
                if the Borrower 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 into the amounts specified in that Selection Notice,
                being
                an aggregate amount equal to the amount of the Loan immediately before
                its
                division.

            


    

     

    
      	10.  	
              CHANGES
                TO THE CALCULATION OF
                INTEREST

            


    

     

    
      	10.1  	
              Absence
                of quotations

            


    

     

    Subject
      to Clause 10.2 (Market
      disruption),
      if
      LIBOR 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 shall be determined on the basis of the quotations of the
      remaining Reference Banks.

     

    
      	10.2  	
              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 Affected Lender’s share of that
                Loan for the Interest Period shall be the rate per annum which is
                the sum
                of:

            


    

     

    
      	(i)  	
              the
                Margin;

            


    

     

    
      	(ii)  	
              the
                rate notified to the Agent by that Affected 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 Affected 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 Affected Lender’s participation
                in the Loan.

            


    

     


    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    


    


     

    
      	(b)  	
              In
                this Agreement “Market
                Disruption Event”
                means:

            


    

     

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

            


    

     

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

            


    

     

    
      	(c)  	
              In
                this Agreement “Affected
                Lender”
                means:

            


    

     

    
      	(i)  	
              in
                relation to a Market Disruption Event in paragraph (b)(i) above,
                all the
                Lenders; and

            


    

     

    
      	(ii)  	
              in
                relation to a Market Disruption Event in paragraph (b)(ii) above,
                those
                Lenders which notify the Agent under that
                paragraph.

            


    

     

    
      	10.3  	
              Alternative
                basis of interest or
                funding

            


    

     

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

            


    

     

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

            


    

     

    
      	10.4  	
              Break
                Costs

            


    

     

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

            


    

     

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

            


    

     

    
      	11.  	
              FEES

            


    

     

    
      	11.1  	
              Commitment
                fee

            


    

     

    
      	(a)  	
              No
                Commitment fee shall be payable in relation to Tranche A and no Commitment
                fee shall be payable in relation to Tranche B during the Tranche
                A
                Availability Period.

            


    

     

    
      	(b)  	
              The
                Borrower shall pay to the Agent (for the account of each Lender)
                a fee in
                relation to the Tranche B Commitments for the period commencing after
                the
                

            


    

     


    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    


    end
      of
      the Tranche A Availability Period until the expiry of the Tranche B Availability
      Period, at a rate equal to 35% of the applicable Margin on that Lender’s
      Available Commitment under Tranche B.

     

    
      	(c)  	
              The
                accrued Commitment fee is payable in arrear on the last day of each
                successive period of three Months which ends during the Tranche B
                Availability Period, on the last day of the Tranche B Availability
                Period
                and, if a Lender’s Tranche B Commitment is cancelled in full, on the
                amount of that cancelled Commitment at the time the cancellation
                is
                effective.

            


    

     

    
      	11.2  	
              Agency
                fee

            


    

     

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

     

    
      	11.3  	
              Other
                Fees

            


    

     

    The
      Borrower shall pay to the Agent all other fees in an amount and at the times
      agreed in a Fee Letter.

     

    
      	12.  	
              TAX
                GROSS UP AND INDEMNITIES

            


    

     

    
      	12.1  	
              Tax
                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.

     

    “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 12.2 (Tax
      gross-up)
      or a
      payment under Clause 12.3 (Tax
      indemnity).

     

    
      	(b)  	
              Unless
                a contrary indication appears, in this Clause 12 a reference to
                “determines”
                or “determined”
                means a determination made in the absolute discretion of the Person
                making
                the determination (acting in good
                faith).

            


    

     

    
      	12.2  	
              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
                Borrower shall promptly upon becoming aware that the Borrower (or
                other
                Obligor, as appropriate) must make a Tax Deduction (or that there
                is any
                

            


    

     


    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    


    change
      in
      the rate or the basis of a Tax Deduction) notify the Agent accordingly.
      Similarly, a Lender shall promptly notify the Agent on becoming so aware in
      respect of a payment payable to that Lender. If the Agent receives such
      notification from a Lender it shall promptly notify the Borrower 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,
                provided,
                however, that the amount of the payment due from that Obligor shall
                not be
                increased to the extent that a Tax Deduction is attributable to any
                Finance Party’s failure to comply with Clause
                12.2(f).

            


    

     

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

            


    

     

    
      	(e)  	
              Within
                thirty days of making any payment required in connection with a Tax
                Deduction, the Obligor making that Tax Deduction shall deliver to
                the
                Agent for the Finance Party entitled to the payment, the original,
                a
                duplicate original, or a duly certified copy of the receipts evidencing
                such payment or, if the practice of the relevant taxing authority
                is not
                to supply such receipts, evidence reasonably satisfactory to that
                Finance
                Party that any appropriate payment has been paid to the relevant
                taxing
                authority.

            


    

     

    
      	(f)  	
              Any
                Finance Party that is entitled to an exemption from or reduction
                of
                withholding tax under the law of the jurisdiction in which the Borrower
                (or other Obligor, as appropriate) is located, or any treaty to which
                such
                jurisdiction is a party, with respect to payments under a Finance
                Document
                shall deliver to the Borrower (or other Obligor, as appropriate)
                (with a
                copy to the Agent), at the time or times prescribed by applicable
                law,
                such properly completed and executed documentation prescribed by
                applicable law or reasonably requested by the Obligor as will permit
                such
                payments to be made without withholding or at a reduced rate, provided
                that such Finance Party is legally entitled to complete, execute
                and
                deliver such documentation and in such Finance Party’s reasonable
                judgement such completion, execution or submission would not materially
                prejudice the legal position of such Finance
                Party.

            


    

     

    
      	12.3  	
              Tax
                indemnity

            


    

     

    
      	(a)  	
              The
                Borrower shall (within five Business Days of written demand by the
                Agent,
                which written demand shall be made within 60 days of the date that
                such
                Protected Party determines it has suffered a loss, liability or cost
                the
                subject of this Clause) pay to a Protected Party an amount equal
                to the
                loss, liability or cost which that Protected Party determines has
                been
                (directly or indirectly) suffered for or on account of Tax by that
                Protected Party in respect of a Finance
                Document.

            


    

     


    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    


    


     

    
      	(b)  	
              Any
                Protected Party making a claim under paragraph (a) above shall provide
                documentation satisfactory to the Borrower (or other Obligor, as
                appropriate), at the same time as the demand for Payment made by
                the
                Agent, acting reasonably, of such loss, liability or cost suffered,
                provided, however, that no Protected Party shall be required to make
                available any of its Tax returns (or any other information that it
                deems
                to be confidential or proprietary).

            


    

     

    
      	(c)  	
              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 (or deemed to be received or receivable) by that Finance Party;
      or

     

    
      	(ii)  	
              with
                respect to any Tax assessed on a Finance Party that is attributable
                to
                such Finance Party’s failure to comply with Clause 12.2(f);
                or

            


    

     

    
      	(iii)  	
              with
                respect to a loss, liability or cost to the extent that it is compensated
                for by an increased payment under Clause 12.2 (Tax
                gross-up)
                or would be compensated but for a specific exclusion in that
                Clause.

            


    

     

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

            


    

     

    
      	(e)  	
              A
                Protected Party shall, on receiving a payment from an Obligor under
                this
                Clause 12.3, notify the Agent.

            


    

     

    
      	12.4  	
              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
                in whole
                or in part, 

            


    

     

    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, or the part of the Tax Payment
      referable to that 

     


    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    


    part
      of
      the Tax Credit which has been obtained, utilised and retained by the Finance
      Party (as the case may be), not been required to be made by the Obligor.


     

    
      	12.5  	
              Stamp
                taxes 

            


    

     

    The
      Borrower shall within five Business Days of demand, pay and indemnify each
      Finance Party against any cost, loss or liability that such Finance Party incurs
      in the jurisdiction in which an Obligor is incorporated, organised, managed
      and
      controlled or considered to have its seat or otherwise has a connection (other
      than a connection as a result of entering into this Agreement, performing any
      obligations hereunder, receiving any payments hereunder or enforcing any rights
      hereunder) in relation to all stamp duty, registration and other similar Taxes
      payable in respect of any Finance Document in that jurisdiction other than
      in
      respect of an assignment, transfer, sub-participation or change in Facility
      Office (other than pursuant to Clause 15.1 (Mitigation))
      by a
      Lender.

     

    
      	12.6  	
              VAT

            


    

     

    
      	(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
                amount in respect of any applicable 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 amounts in respect of 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 the 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.

            


    

     


    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    


    


     

    
      	13.  	
              INCREASED
                COSTS

            


    

     

    
      	13.1  	
              Increased
                costs

            


    

     

    
      (a)  Subject
        to Clause 13.3 (Exceptions)
        the
        Borrower shall, within ten Business Days of a demand by the Agent, pay for
        the
        account of a Finance Party the amount of any Increased Costs incurred by
        that
        Finance Party or any of its Affiliates as a result of (i) the introduction
        of or any change in (or in the interpretation, administration or application
        by
        any government body or regulatory authority of) any law or regulation or
        (ii) compliance with any law or regulation made after the date of this
        Agreement (in each case, whether or not having the force of law but, if not,
        being of a type with which that Finance Party or Affiliate is expected or
        required to comply).

    

     

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

    

     

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

    

     

    
      (ii)  an
        additional or increased cost; or

    

     

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

    

     

    which
      is
      (a) material and (b) 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.

     

    
      	13.2  	
              Increased
                cost claims

            


    

     

    
      (a)  A
        Finance
        Party may not make a claim pursuant to Clause 13.1 (Increased
        costs)
        unless
        it has within sixty days notified the Agent of the event giving rise to the
        claim, following which the Agent shall promptly notify the Borrower of any
        such
        notification from a Finance Party.

    

     

    
      (b)  Each
        Finance Party shall provide a certificate confirming the amount of its Increased
        Costs and setting out the calculation of the amount in reasonable
        detail.

    

     

    
      	13.3  	
              Exceptions

            


    

     

    
      (a)  Clause
        13.1 (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)  attributable
        to a Market Disruption Event;

    

     

    
      (iii)  the
        subject of a claim under Clause 12.3 (Tax
        indemnity) (or
        would
        have been the subject of a claim under Clause 12.3 (Tax
        indemnity)
        but


    

     


    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    


      
      for any of the exclusions in paragraph (b) of Clause 12.3 (Tax
      indemnity));
      

     

    
      (iv)  any
        of
        the types of cost dealt with by Schedule 4 (Mandatory
        Cost formula);
        

    

     

    
      (v)  attributable
        to the non-compliance by the relevant Finance Party or any of its Affiliates
        with any law or regulation; or

    

     

    
      (vi)  attributable
        to the application of or compliance with the International Covergence of
        Capital
        Measurement Standards published by the Basel Committee on Banking Supervision
        in
        June 2004, as such implementation or transposition is envisaged to take place
        as
        at the date of this Agreement (“Basel
        II”),
        or
        any implementation or transposition thereof, whether by an EC Directive or
        the
        FSA Integrated Prudential Sourcebook or other law or regulation, including
        (without limitation) any Increased Cost attributable to Pillar 2 (The
        Supervisory Review Process) of Basel II or to any change by a Finance Party
        from
        one method of calculating capital adequacy to another.

    

     

    
      (b)  In
        this
        Clause 13.3, a reference to a “Market
        Disruption Event”
has
        the
        same meaning given to the term in Clause 10.2 (Market
        Disruption)
        and a
        reference to a “Tax
        Deduction”
has
        the
        same meaning given to the term in Clause 12.1 (Tax Definitions).

    

     

    
      	14.  	
              OTHER
                INDEMNITIES

            


    

     

    
      	14.1  	
              Indemnity
                to each Finance Party

            


    

     

    
      (a)  The
        Parent Guarantor agrees to indemnify the Agent, each Lender, each of their
        Affiliates and the directors, officers, employees and agents of the foregoing
        (each such Person being called an “Indemnitee”)
        against, and to hold each Indemnitee harmless from, any and all losses, claims,
        damages, liabilities and related expenses, including reasonable counsel fees
        and
        expenses, incurred by or asserted against any Indemnitee arising out
        of:

    

     

    
      (i)  the
        Transactions; or 

    

     

    
      (ii)  any
        claim, litigation, investigation or proceeding relating to the Transactions,
        whether or not any Indemnitee is a party thereto; provided that:


    

     

    
      (A)  such
        indemnity shall not, as to any Indemnitee, be available to the extent that
        such
        losses, claims, damages, liabilities or related expenses resulted from the
        gross
        negligence or wilful misconduct of such Indemnitee; and 

    

     

    
      (B)  such
        indemnity shall not apply to losses, claims, damages, liabilities or related
        expenses that result from disputes solely between Lenders. 

    

     


    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    


    


     

    
      (b)  The
        provisions of this Clause 14 shall remain operative and in full force and
        effect
        regardless of the expiration of the term of this Agreement, the consummation
        of
        the transactions contemplated hereby, the repayment of any of the Loans,
        the
        invalidity or unenforceability of any term or provision of this Agreement
        or any
        investigation made by or on behalf of any Agent or any Lender. All amounts
        due
        under this Clause 14 shall be payable on written demand
        therefor.

    

     

    
      	14.2  	
              Currency
                Indemnity

            


    

     

    
      (a)  If,
        for
        the purpose of obtaining judgment in any court, it is necessary to convert
        a sum
        owing hereunder in one currency into another currency, each party hereto
        agrees,
        to the fullest extent that it may effectively do so, that the rate of exchange
        used shall be that at which in accordance with normal banking procedures
        in the
        relevant jurisdiction the first currency could be purchased with such other
        currency on the Business Day immediately preceding the day on which final
        judgment is given.

    

     

    
      (b)  The
        obligations of any Obligor in respect of any sum due to any Finance Party
        shall,
        notwithstanding any judgment in a currency (the “Judgment
        Currency”),
        other
        than the currency in which such sum is stated to be due hereunder (the
“Agreement
        Currency”),
        be
        discharged only to the extent that, on the Business Day following receipt
        by the
        Finance Party of any sum adjudged to be so due in the Judgment Currency,
        the
        Finance Party may in accordance with normal banking procedures in the relevant
        jurisdiction purchase the Agreement Currency with the Judgment Currency,
        if the
        amount of the Agreement Currency so purchased is less than the sum originally
        due to the Finance Party in the Agreement Currency, such Obligor agrees,
        as a
        separate obligation and notwithstanding any such judgment, to indemnify the
        Finance Party against such loss. The obligations of the Obligors contained
        in
        this Clause 14.2 shall survive the termination of this Agreement and the
        payment
        of all other amounts owing hereunder.

    

     

    
      	14.3  	
              Indemnity
                to the Agent

            


    

     

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

     

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

    

     

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

    

     

    
      	15.  	
              MITIGATION
                BY THE LENDERS

            


    

     

    
      	15.1  	
              Mitigation

            


    

     

    
      (a)  Each
        Finance Party shall, in consultation with the Borrower, take all reasonable
        steps to mitigate any circumstances which arise and which would result in
        any
        amount becoming payable under or pursuant to, or cancelled 

    

     


    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    


    pursuant
      to, any of Clause 7.1 (Illegality), Clause
      12
      (Tax
      gross-up and indemnities),
      Clause
      13 (Increased
      costs)
      or
      Schedule 4 (Mandatory
      Cost formula)
      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.

    

     

    
      (c)  
        Each
        Finance Party shall notify the Agent promptly upon becoming aware that any
        circumstances of the kind described in paragraph (a) above has arisen or
        may
        arise. The Agent shall notify the Borrower promptly of any such notification
        from a Finance Party.

    

     

    
      	15.2  	
              Limitation
                of liability

            


    

     

    
      (a)  The
        Borrower shall indemnify each Finance Party for all costs and expenses
        reasonably incurred by that Finance Party as a result of steps taken by it
        under
        Clause 15.1 (Mitigation).

    

     

    
      (b)  A
        Finance
        Party is not obliged to take any steps under Clause 15.1 (Mitigation)
        if, in
        the opinion of that Finance Party (acting reasonably), to do so would be
        disadvantageous to it, provided that the incurring of any costs and expenses
        by
        a Finance Party as a result of any steps taken by it under Clause 15.1
        (Mitigation)
        shall
        not be disadvantageous to such Finance Party for the purposes of this Clause
        15.2(b).

    

     

    
      	16.  	
              COSTS
                AND EXPENSES

            


    

     

    
      	16.1  	
              Transaction
                expenses, amendment and enforcement
                costs

            


    

     

    The
      Parent Guarantor agrees to pay all reasonable out-of-pocket expenses incurred
      by
      the Arrangers or the Agent in connection with the entering into of the Finance
      Documents or in connection with any amendments, modifications or waivers of
      the
      provisions of the Finance Documents (including the reasonable fees,
      disbursements and other charges of a single counsel), or incurred by any of
      the
      Finance Parties in connection with the enforcement of their rights in connection
      with the Finance Documents or in connection with the Loans made thereunder,
      including the fees and disbursements of counsel to the Agent and, in the case
      of
      enforcement, each Finance Party.

     

    
      	17.  	
              GUARANTEE
                AND INDEMNITY 

            


    

     

    
      	17.1  	
              Guarantee
                and indemnity 

            


    

     

    Each
      Guarantor irrevocably and unconditionally jointly and severally:

     

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

    

     

    
      (b)  undertakes
        with each Finance Party that whenever the Borrower does not pay any amount
        when
        due under or in connection with any Finance Document, 

    

     


    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    


    that
      Guarantor shall within three Business Days of demand pay that amount as if
      it
      was the principal obligor; and

     

    
      (c)  indemnifies
        each Finance Party within three Business Days of 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.

    

     

    
      	17.2  	
              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.

     

    
      	17.3  	
              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.

    

     

    
      	17.4  	
              Waiver
                of defences

            


    

     

    The
      obligations of each Guarantor under this Clause 17 (Guarantee
      and Indemnity)
      will
      not be affected by an act, omission, matter or thing which, but for this Clause,
      would reduce, release or prejudice any of its obligations under this Clause
      17
      (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 BMS
        Group;

    

     

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

    

     

     

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

     

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

    

     

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

    

     

    
      (g)  any
        insolvency or similar proceedings.

    

     

    
      	17.5  	
              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 17 (Guarantee
      and Indemnity).
      This
      waiver applies irrespective of any law or any provision of a Finance Document
      to
      the contrary.

     

    
      	17.6  	
              Appropriations

            


    

     

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

     

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

    

     

    
      (b)  hold
        in
        an interest-bearing suspense account any moneys received from any Guarantor
        or
        on account of any Guarantor’s liability under this Clause 17 (Guarantee
        and Indemnity).

    

     

    
      	17.7  	
              Deferral
                of Guarantors’ rights

            


    

     

    Whilst
      any amounts remain outstanding under or in connection with the Finance Documents
      and unless the 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

    

     

    
      (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.

    

     


    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    


    


     

    
      	17.8  	
              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 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.

    

     

    
      	17.9  	
              Additional
                security

            


    

     

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


     

    
      	17.10  	
              Limitation
                on Dutch Guarantors

            


    

     

    The
      obligations of any Guarantor incorporated in the Netherlands under this
      Agreement shall exclude and shall not be or be construed as any guarantee,
      indemnity or security, to the extent that this would be deemed “ultra
      vires”
within
      the meaning of Section 2.7 of the Dutch Civil Code.

     

    
      	17.11  	
              Limitation
                on Luxembourg Guarantors

            


    

     

    The
      liabilities of each Guarantor incorporated in Luxembourg (a "Luxembourg
      Guarantor"), under this Clause 17 shall be limited, at any time, to a maximum
      aggregate amount equal to (i) the market value of the assets of such Luxembourg
      Guarantor at the moment when the guarantee created pursuant to this Clause
      17 is
      enforced, determined in accordance with the accounting principles generally
      accepted in Luxembourg and having regard to the status of the Luxembourg
      Guarantor as a group company, whose assets are assets forming part of the BMS
      Group, by a Luxembourg réviseur
      d'entreprises appointed
      by the president of the Institut
      Luxembourgeois des Réviseurs d'Entreprises upon
      request by the Agent less (ii) all liabilities incurred from time to time,
      by
      such Luxembourg Guarantor as reflected from time to time in the books of such
      Luxembourg Guarantor (but for the avoidance of doubt excluding the liability
      of
      such Luxembourg Guarantor under this Agreement). No Luxembourg Guarantor shall
      secure liabilities pursuant to this Agreement which would result in such
      Luxembourg Guarantor not complying with Luxembourg financial assistance
      regulations as set forth in Luxembourg corporate law.

     


    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    


    


     

    
      	18.  	
              REPRESENTATIONS 

            


    

     

    Each
      Obligor (except where certain Obligors are specified, in which case, each
      specified Obligor) makes the representations and warranties set out in this
      Clause 18 to each Finance Party on the date of this Agreement. 

     

    
      	18.1  	
              Organisation;
                Powers

            


    

     

    
      (a)  It
        is a
        corporation duly organised, validly existing and in good standing under the
        laws
        of the jurisdiction of its organisation.

    

     

    
      (b)  It
        has
        all requisite power and authority to own its property and assets and to carry
        on
        its business as now conducted and as proposed to be conducted.


    

     

    
      (c)  It
        is
        qualified to do business in every jurisdiction where such qualification is
        required, except where the failure so to qualify would not result in a Material
        Adverse Effect in relation to the BMS Group. 

    

     

    
      (d)  It
        has
        the corporate power and authority to execute and deliver this Agreement and
        any
        Finance Documents to which it is a party, to perform its obligations under
        this
        Agreement and (in relation to the Borrower) to borrow
        hereunder.

    

     

    
      	18.2  	
              Authorisations

            


    

     

    The
      Transactions:

     

    
      (a)  are
        within its corporate powers and have been duly authorized by all requisite
        corporate action; and 

    

     

    
      (b)  will
        not:


    

     

    
      (i)  violate:
        

    

     

    
      (A)  any
        provision of any law, statute, rule or regulation (including, without
        limitation, the Margin Regulations); 

    

     

    
      (B)  any
        provision of its certificate of incorporation or other constitutive documents
        or
        by-laws; 

    

     

    
      (C)  any
        order
        of any Governmental Authority; or 

    

     

    
      (D)  any
        provision of any indenture, agreement or other instrument to which it is
        a party
        or by which it or any of its property is or may be bound, 

    

     

    
      (ii)  be
        in
        conflict with, result in a breach of or constitute (alone or with notice
        or
        lapse of time or both) a default under any such indenture, agreement or other
        instrument referred to in Clause 18.2(b)(i)(D), or 

    

     

    
      (iii)  result
        in
        the creation or imposition of any Lien over any of its property or assets,
        

    

     


    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    


    


     

    other
      than, in the case of paragraphs (i)(A), (i)(C), (i)(D), (ii) and (iii), any
      such
      violations, conflicts, breaches, defaults or Liens that, individually or in
      the
      aggregate, would not have a Material Adverse Effect in relation to the BMS
      Group.

     

    
      	18.3  	
              Enforceability

            


    

     

    Each
      Finance Document constitutes or, when executed and delivered, will constitute
      a
      legal, valid and binding obligation of each Obligor party thereto, enforceable
      in accordance with its terms (subject, as to enforceability, to applicable
      bankruptcy, insolvency, reorganisation, moratorium or other similar laws
      affecting creditors’ rights generally and to general principles of equity
      (regardless of whether such enforceability is considered in a proceeding at
      law
      or in equity)).

     

    
      	18.4  	
              Governmental
                Approvals

            


    

     

    
      (a)  No
        action, consent or approval of, registration or filing with or other action
        by
        any Governmental Authority located in Bermuda, Luxembourg, the Netherlands,
        the
        United Kingdom, or the United States of America is required in connection
        with
        the Transactions (other than those that have been obtained or
        made).

    

     

    
      (b)  No
        action, consent or approval of, registration or filing with or other action
        by
        any Governmental Authority (other than those referred to in paragraph (a))
        is
        required in connection with the Transactions other than such action, consent,
        approval of registration or filing with or other action the absence of which
        would not have a Material Adverse Effect.

    

     

    
      	18.5  	
              Financial
                Statements; No Material Adverse
                Change

            


    

     

    
      (a)  The
        Borrower has furnished to the Agent copies of the Parent
        Guarantor’s:

    

     

    
      (i)  audited
        consolidated financial statements for the years ended December 31, 2003 and
        December 31, 2004, respectively, which were included in its annual report
        on
        Form 10-K as filed with the SEC under the Exchange Act on March 4, 2005;
        and


    

     

    
      (ii)  unaudited
        consolidated financial statements for the quarter ended March 31, 2005 which
        were included in its quarterly report on Form 10-Q, as filed with the SEC
        under
        the Exchange Act on May 9, 2005. 

    

     

    Such
      financial statements present fairly, in all material respects, the financial
      condition and the results of operations of the Parent Guarantor and the
      Subsidiaries, taken as a whole, as of, and for accounting periods ending on,
      such dates in accordance with GAAP (subject, in the case of unaudited
      statements, to normal year-end audit adjustments and the absence of
      footnotes).

     

    
      (b)  Since
        December 31, 2004, there has been no Material Adverse Effect on the business,
        operations, properties or financial condition of the NL Holdco Group or the
        BMS
        Group, each taken as a whole; provided, that no representation or warranty
        is
        made with respect to matters disclosed in the most recent 10-K or


    

     


    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    


    in
      any
      10-Q or current report on Form 8-K of the Parent Guarantor filed with the SEC
      under the Exchange Act subsequent to December 31, 2004.

     

    
      	18.6  	
              Material
                Litigation; Compliance with Laws.


            


    

     

    
      (a)  Except
        as
        disclosed in either the most recent 10-K or the most recent 10-Q of the Parent
        Guarantor, as of the date of this Agreement, there are no actions, proceedings
        or investigations filed or (to the knowledge of the Parent Guarantor) threatened
        against the Parent Guarantor or any Subsidiary in any court or before any
        Governmental Authority or arbitration board or tribunal, which question the
        validity or legality of this Agreement, the Transactions or any action taken
        or
        to be taken pursuant to this Agreement and no order or judgment has been
        issued
        or entered restraining or enjoining the Parent Guarantor from the execution,
        delivery or performance of this Agreement nor is there any other action,
        proceeding or investigation filed or (to the knowledge of the Parent Guarantor)
        threatened against the Parent Guarantor or any Subsidiary in any court before
        any Governmental Authority or arbitration board or tribunal which would be
        reasonably likely to result in a Material Adverse Effect on the BMS
        Group.

    

     

    
      (b)  Neither
        the Parent Guarantor nor any Subsidiary is in violation of any law, rule
        or
        regulation, or in default with respect to any judgment, writ, injunction
        or
        decree of any Governmental Authority, where such violation or default would
        be
        reasonably likely to result in a Material Adverse Effect on the BMS Group.
        

    

     

    
      	18.7  	
              No
                filing or stamp taxes

            


    

     

    Under
      the
      law of the jurisdiction in which it is incorporated, organised, managed and
      controlled or considered to have its seat or otherwise has a connection (other
      than a connection as a result of entering into this Agreement, performing any
      obligations hereunder, receiving any payments hereunder or enforcing any rights
      hereunder) it is not necessary that the Finance Documents be filed, recorded
      or
      enrolled with any court or other authority in that jurisdiction or that any
      stamp, registration or similar tax be paid on or in relation to the Finance
      Documents or the transactions contemplated by the Finance
      Documents.

     

    
      	18.8  	
              Federal
                Reserve Regulations

            


    

     

    No part
      of the proceeds of any Loan will be used, whether directly or indirectly, and
      whether immediately, incidentally or ultimately, for any purpose which entails
      a
      violation of, or which is inconsistent with, the provisions of the Margin
      Regulations.

     

    
      	18.9  	
              Use
                of Proceeds

            


    

     

    All
      proceeds of the Loans shall be used for the purposes referred to in Clause
      3.1
      (Purpose)
      of this
      Agreement.

     

    
      	18.10  	
              Taxes

            


    

     

    It
      has
      filed or caused to be filed all Tax returns which are required to be filed
      by
      it, and has paid or caused to be paid all Taxes shown to be due and payable
      on
      such 

     


    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    


    returns
      or on any assessments received by it, other than any Taxes or assessments the
      validity of which is being contested in good faith by appropriate proceedings,
      and with respect to which appropriate accounting reserves have, to the extent
      required by GAAP, been set aside.

     

    
      	18.11  	
              Employee
                Benefit Plans

            


    

     

    
      (a)  The
        Parent Guarantor represents that the present aggregate value of accumulated
        benefit obligations of all Plans and all foreign employee pension benefit
        plans
        (based on those assumptions used for disclosure of such obligations in corporate
        financial statements in accordance with GAAP) did not, as of the most recent
        statements available, exceed the aggregate value of the assets for all such
        plans. 

    

     

    
      (b)  Except
        as
        would not individually or in the aggregate have a Material Adverse Effect
        on the
        BMS Group: 

    

     

    
      (i)  no
        ERISA
        Termination Event has occurred; or 

    

     

    
      (ii)  each
        Plan
        has been established and administered in accordance with its terms and in
        compliance with the applicable provisions of ERISA, the Code and other
        applicable laws, rules and regulations.

    

     

    
      	18.12  	
              Environmental
                and Safety Matters

            


    

     

    The
      Parent Guarantor represents that other than exceptions to any of the following
      that would not in the aggregate have a Material Adverse Effect on the BMS Group:
      

     

    
      (a)  the
        Parent Guarantor and the Subsidiaries comply and have complied with all
        applicable Environmental and Safety Laws; 

    

     

    
      (b)  there
        are
        and have been no Hazardous Substances at any property owned, leased or operated
        by the Parent Guarantor now or in the past, or at any other location, that
        could
        reasonably be expected to result in liability of the Parent Guarantor or
        any
        Subsidiary under any Environmental and Safety Law or result in costs to any
        of
        them arising out of any Environmental and Safety Law; 

    

     

    
      (c)  there
        are
        no past, present, or, to the knowledge of the Parent Guarantor and its
        Subsidiaries, anticipated future events, conditions, circumstances, practices,
        plans, or legal requirements that could reasonably be expected to prevent
        the
        Parent Guarantor or any of its Subsidiaries from, or increase the costs to
        the
        Parent Guarantor or any of its Subsidiaries of, complying with applicable
        Environmental and Safety Laws or obtaining or renewing all material permits,
        approvals, authorisations, licenses or permissions required of any of them
        pursuant to any such law; and 

    

     

    
      (d)  neither
        the Parent Guarantor nor any of its Subsidiaries has retained or assumed,
        by
        contract or operation of law, any liability, fixed or contingent, under any
        Environmental and Safety Law. 

    

     


    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    


    


     

    
      	18.13  	
              Properties

            


    

     

    The
      Parent Guarantor represents that:

     

    
      (a)  each
        of
        the Parent Guarantor and its Subsidiaries has good title to, or valid leasehold
        interests in, all its real and personal property that are material to the
        business of the Parent Guarantor and its Subsidiaries taken as a whole, except
        for minor defects in title that do not interfere with its ability to conduct
        its
        business as currently conducted or to utilize such properties for their intended
        purposes; and

    

     

    
      (b)  each
        of
        the Parent Guarantor and its Subsidiaries owns, or is licensed to use, all
        trademarks, tradenames, copyrights, patents and other intellectual property
        that
        are material to the business of the Parent Guarantor and its Subsidiaries
        taken
        as a whole, and the use thereof by the Parent Guarantor and its Subsidiaries
        does not infringe upon the rights of any other Person, except for any such
        infringements that, individually or in the aggregate, could not reasonably
        be
        expected to result in a Material Adverse Effect on the BMS
        Group.

    

     

    
      	18.14  	
              Investment
                and Holding Company Status

            


    

     

    The
      Parent Guarantor represents that neither the Parent Guarantor nor any of its
      Subsidiaries is: 

     

    
      (a)  an
        “investment company” as defined in, or subject to regulation under the
        Investment Company Act of 1940 of the United States, or 

    

     

    
      (b)  a
        “holding company” as defined in, or subject to regulation under the Public
        Utility Holding Company Act of 1935 of the United States.

    

     

    
      	18.15  	
              Ownership
                and Status of Designated Finance
                Subsidiaries

            


    

     

    The
      Borrower represents that each Designated Finance Subsidiary is:

     

    
      (a)  a
        wholly
        owned subsidiary of the Borrower; and

    

     

    
      (b)  a
        corporation duly organised, validly existing and in good standing under the
        laws
        of the jurisdiction of its incorporation.

    

     

    
      	18.16  	
              Pari
                passu ranking

            


    

     

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

     

    
      	18.17  	
              Ranking
                of Qualifying NL Holdco
                Notes

            


    

     

    The
      Primary Guarantor represents that its payment obligations under the Qualifying
      NL Holdco Notes rank at least pari passu with claims of all its other unsecured
      and unsubordinated creditors, except for obligations mandatorily preferred
      by
      law applying to companies generally.

     


    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    


    


     

    
      	18.18  	
              Information
                Memorandum

            


    

     

    The
      Borrower represents that:

     

    
      (a)  except
        as
        disclosed in writing to the Arrangers, as at the date thereof, the Information
        Memorandum did not contain an untrue statement of a material fact or omit
        to
        state a material fact necessary to make the statements therein not misleading,
        it being understood and agreed that for purposes of this Clause, such factual
        information and data shall not include projections and pro forma financial
        information; and

    

     

    
      (b)  the
        projections and pro forma financial information contained in the Information
        Memorandum were based on then recent historical information and good faith
        estimates and assumptions believed by such Persons to be reasonable at the
        time
        made, it being recognised by the Lenders that such projections as to future
        events are not to be viewed as facts and that actual results during the period
        or periods covered by any such projections may differ from the projected
        results.

    

     

    
      	18.19  	
              Repetition

            


    

     

    The
      Repeating Representations are deemed to be made by each Obligor (except where
      certain Obligors are specified, in which case, the specified Obligors) by
      reference to the facts and circumstances then existing on:

     

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

    

     

    
      (b)  in
        the
        case of an Additional Guarantor, the day on which the Person becomes an
        Additional Guarantor.

    

     

    
      	19.  	
              INFORMATION
                UNDERTAKINGS

            


    

     

    The
      undertakings in this Clause 19 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.

     

    
      	19.1  	
              The
                Borrower shall supply to the Agent in sufficient copies for all of
                the
                Lenders the following documents: 

            


    

     

    
      (a)  within
        95 days after the end of each fiscal year, the Parent Guarantor’s annual
        report on Form 10-K as filed with the SEC, including its consolidated
        balance sheet and the related consolidated earnings statement showing its
        consolidated financial condition as of the close of such fiscal year and
        the
        consolidated results of its operations during such year, all audited by
        PriceWaterhouseCoopers LLP or other independent certified public accountants
        of
        recognised standing selected by the Parent Guarantor and accompanied by an
        opinion of such accountants (without a “going concern” qualification or
        exception and without any qualification or exception with respect to the
        scope
        of such opinion) to the effect that such consolidated financial statements
        fairly present the Parent Guarantor’s financial condition and results of
        operations on a consolidated basis in accordance with GAAP; 

    

     


    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    


    


     

    
      (b)  within
        50 days after the end of each of the first three fiscal quarters of each
        fiscal year, the Parent Guarantor’s quarterly report on Form 10-Q as filed
        with the SEC, including its unaudited consolidated balance sheet and related
        consolidated earnings statement, showing its consolidated financial condition
        as
        of the close of such fiscal quarter and the consolidated results of its
        operations during such fiscal quarter and the then elapsed portion of the
        fiscal
        year (and each delivery of such statements shall be deemed a representation
        that
        such statements fairly present the Parent Guarantor’s financial condition and
        results of operations on a consolidated basis in accordance with GAAP, subject
        to normal year-end audit adjustments and the absence of
        footnotes);

    

     

    
      (c)  with
        any
        delivery of financial statements under paragraph (a) or (b)
        above:

    

     

    
      (i)  a
        Compliance Certificate from the Parent Guarantor certifying that the Parent
        Guarantor has complied with the financial covenants applicable to it set
        out in
        Clause 20 (Financial
        Covenants)
        (or
        giving details of any non-compliance, whether non-compliance is continuing
        and
        any steps taken to remedy non-compliance); and 

    

     

    
      (ii)  a
        Compliance Certificate from each of the Borrower and the Primary Guarantor
        (in
        each case, endorsed by the Parent Guarantor) certifying that each of the
        Borrower and the Primary Guarantor has complied with the financial covenants
        applicable to it set out in Clause 20 (Financial
        Covenants)
        (or
        giving details of any non-compliance, whether non-compliance is continuing
        and
        any steps taken to remedy non-compliance); 

    

     

    
      (d)  promptly
        after the same become publicly available, copies of all reports on Form 8-K
        filed by the Parent Guarantor with the SEC, or any Governmental Authority
        succeeding to any of or all the functions of the SEC, or copies of all reports
        distributed to its shareholders, as the case may be; and

    

     

    
      (e)  promptly,
        from time to time, such other information as any Lender shall reasonably
        request
        through the Agent. 

    

     

    Each
      Compliance Certificate referred to above shall be signed by a duly authorised
      officer of the Parent Guarantor and (in the case of each Compliance Certificate
      from the Borrower and the Primary Guarantor) by a duly authorised officer of
      the
      Borrower or the Primary Guarantor (as appropriate).

     

    
      	19.2  	
              Litigation
                and Other Notices

            


    

     

    The
      Borrower or the Parent Guarantor shall give the Agent written notice of the
      following within five Business Days after any executive officer of the Borrower
      or the Parent Guarantor obtains knowledge thereof:

     

    
      (a)  the
        filing or commencement of any action, suit or proceeding which the Borrower
        or
        the Parent Guarantor reasonably expects to result in a Material Adverse Effect
        in relation to the BMS Group as a whole;

    

     


    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

      

    


    


     

    
      (b)  any
        Event
        of Default or Default, specifying the nature and extent thereof and the action
        (if any) which is proposed to be taken with respect thereto;
        and

    

     

    
      (c)  any
        change in any of the Ratings.

    

     

    
      	19.3  	
              Use
                of websites

            


    

     

    
      (a)  The
        Borrower 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 Borrower and the Agent (the "Designated
        Website")
        if:

    

     

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

    

     

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

    

     

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

    

     

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

     

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

    

     

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

    

     

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

    

     

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

    

     

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

    

     

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

     


    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    


    


     

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

    

     

    
      	19.4  	
              "Know
                your customer" checks

            


    

     

    
      (a)  If:
        

    

     

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

    

     

    
      (ii)  any
        change in the status of an Obligor or (save in relation to the Parent Guarantor)
        the composition of its Shareholders after the date of this Agreement;
        or

    

     

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

    

     

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

     

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

    

     

    
      (c)  The
        Borrower shall, by not less than 10 Business Days' prior written notice to
        the
        Agent, notify the Agent (which shall promptly notify the Lenders) of its
        intention to request that one of the Finance Subsidiaries becomes an Additional
        Guarantor pursuant to Clause 24 (Changes
        to the Obligors).

    

     

    
      (d)  Following
        the giving of any notice pursuant to paragraph (c) above, if the accession
        of
        such Additional Guarantor obliges the Agent or any Lender to comply with
        "know
        your customer" or similar identification procedures in circumstances where
        the
        necessary information is not already available to it, the Borrower shall
        promptly upon the request of the Agent or any Lender 

    

     


    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    


    supply,
      or procure the supply of, such documentation and other evidence as is reasonably
      requested by the Agent (for itself or on behalf of any Lender) or any Lender
      (for itself or on behalf of any prospective new Lender) in order for the Agent
      or such Lender or any prospective new Lender to carry out and be satisfied
      it
      has complied with 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
      Guarantor.

     

    
      (e)  Each
        Lender agrees that its “know your customer” or other similar checks will be
        completed as soon as reasonably practicable.

    

     

    
      	20.  	
              FINANCIAL
                COVENANTS

            


    

     

    
      	20.1  	
              Primary
                Guarantor Financial
                Covenants

            


    

     

    The
      Primary Guarantor shall ensure that from the date of this Agreement and for
      so
      long as any amount is outstanding under the Finance Documents or any Commitment
      is in force:

     

    
      (a)  the
        ratio
        of NL Holdco Group Net Indebtedness to NL Holdco Cash Flow will be calculated
        on
        each Primary Guarantor Quarter Date and:

    

     

    
      (i)  shall
        not
        exceed 3.5:1 on any two consecutive Primary Guarantor Quarter Dates during
        the
        24 months commencing on the date of this Agreement; and 

    

     

    
      (ii)  thereafter
        shall not exceed 3:1 on any Primary Guarantor Quarter Date. 

    

     

    
      (b)  NL
        Holdco
        Group New Indebtedness shall not exceed $1,000,000,000 at any
        time.

    

     

    
      (c)  NL
        Holdco
        Intercompany Indebtedness shall not at any time exceed by more than
        $1,000,000,000 the amount of NL Holdco Intercompany Indebtedness as calculated
        at the date of this Agreement.

    

     

    In
      this
      Clause 20.1:

     

    “NL
      Holdco Cash Flow”
means
      all cash received by the Primary Guarantor by way of distributions from its
      subsidiaries during the 12 month period ending on each Primary Guarantor Quarter
      Date.

     

    “NL
      Holdco Group Net Indebtedness”
means
      the aggregate amount of the Debt of the members of the NL Holdco Group, less
      their cash, cash equivalents, time deposits and other marketable securities.
      This includes (without double counting) the Primary Guarantor’s guarantee under
      this Agreement and all other Debt of the NL Holdco Group to third parties,
      but
      will exclude all Debt of any member of the NL Holdco Group to any member of
      the
      BMS Group or to any other member of the NL Holdco Group.

     

    “NL
      Holdco Group New Indebtedness”
means
      the aggregate amount of outstanding Debt falling within the definition of NL
      Holdco Group Net 

     


    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    


    Indebtedness,
      which is incurred after the date of this Agreement (including, for the avoidance
      of doubt, any such Debt incurred by members of the NL Holdco Group under
      commercial paper programs), but excluding: 

     

    
      (i)  the
        Facility; 

    

     

    
      (ii)  Debt
        which is subordinated to the Facility; and 

    

     

    
      (iii)  Debt
        to
        the extent it refinances the Facility or Debt which existed at the date of
        this
        Agreement and any subsequent refinancings thereof.

    

     

    “NL
      Holdco Intercompany Indebtedness”
means
      the aggregate outstanding Debt of the Primary Guarantor to other members of
      the
      BMS Group, but excluding:

     

    (i) Debt
      incurred after the date of this Agreement which is subordinated to the Facility;
      and 

     

    (ii) Qualifying
      NL Holdco Notes.

     

    “Primary
      Guarantor Quarter Date”
means
      the last date of each fiscal quarter of the Primary Guarantor (or such other
      dates as agreed by the Primary Guarantor and the Agent).

     

    For
      the
      avoidance of doubt, references in this Clause 20.1 to “Debt” shall be
      construed as excluding, in the case of indebtedness for borrowed money, advances
      in the nature of overdrafts that are repaid within three Business
      Days.

     

    
      	20.2  	
              Parent
                Guarantor and Borrower Financial
                Covenants

            


    

     

    From
      the
      date of this Agreement and for so long as any amount is outstanding under the
      Finance Documents or any Commitment is in force: 

     

    
      (a)  the
        Parent Guarantor shall ensure that the ratio of Consolidated Net Indebtedness
        to
        Consolidated Capitalisation shall not exceed 0.50 to 1.0, tested on each
        Parent
        Guarantor Quarter Date;

    

     

    
      (b)  the
        Borrower or one or more Designated Finance Subsidiaries shall hold Qualifying
        NL
        Holdco Notes in an aggregate principal amount that is equal to or greater
        than
        150% of the aggregate principal amount of the Total Net Indebtedness of the
        Borrower and the Designated Finance Subsidiaries.

    

     

    In
      this
      Clause 20.2:

     

    “Consolidated Capitalisation”
means
      at any time the sum of short term borrowings, long-term debt and shareholders’
equity, all as shown at such time in the Parent Guarantor’s consolidated balance
      sheet determined in accordance with GAAP.

     

    “Consolidated
      Net Indebtedness”
means
      at any time (i) the sum of short-term borrowings and long-term debt less (ii)
      cash, cash equivalents, time 

     


    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    


    deposits
      and marketable securities, all as shown at such time on the Parent Guarantor’s
      consolidated balance sheet determined in accordance with GAAP. 

     

    “Parent
      Guarantor Quarter Date”
means
      the last date of each fiscal quarter of the Parent Guarantor (or such other
      dates as agreed by the Parent Guarantor and the Agent).

     

    “Total
      Net Indebtedness of the Borrower and the Designated Finance
      Subsidiaries”
means
      the aggregate amount of the Debt of the Borrower and the Designated Financial
      Subsidiaries, including the Facility, less their: 

     

    
      (i)  aggregate
        cash, cash equivalents, time deposits and other marketable securities;
        and

    

     

    
      (ii)  Debt
        owed
        to any member of the BMS Group.

    

     

    
      	21.  	
              GENERAL
                UNDERTAKINGS

            


    

     

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

     

    
      	21.1  	
              Existence

            


    

     

    Each
      Obligor shall do or cause to be done all things necessary to preserve and keep
      in full force and effect its corporate existence and its rights and franchises
      that are material to the business of the Parent Guarantor and its Subsidiaries
      as a whole, except as expressly permitted under Clause 21.7 (Consolidations,
      Amalgamations and Mergers),
      and
      except in the case of any Subsidiary where the failure to do so would not result
      in a Material Adverse Effect in relation to the BMS Group.

     

    
      	21.2  	
              Compliance
                with Laws; Maintenance of Business and
                Properties

            


    

     

    Each
      Obligor shall:

     

    
      (a)  comply
        in
        all respects with all applicable laws, rules, regulations and orders of any
        Governmental Authority (including Environmental and Safety Laws and ERISA),
        whether now in effect or hereafter enacted except instances that could not,
        in
        the aggregate, reasonably be expected to result in a Material Adverse Effect
        in
        relation to the BMS Group; and 

    

     

    
      (b)  at
        all
        times maintain and preserve all property material to the conduct of the business
        of the Parent Guarantor and the Subsidiaries as a whole and keep such property
        in good repair, working order and condition and from time to time make, or
        cause
        to be made, all needful and proper repairs, renewals, additions, improvements
        and replacements thereto necessary in order that the business carried on
        in
        connection therewith may be properly conducted at all times, except where
        the
        failure to do so would not result in a Material Adverse Effect in relation
        to
        the BMS Group.

    

     


    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    


    


     

    
      	21.3  	
              Insurance

            


    

     

    Each
      Obligor shall keep its insurable properties adequately insured at all times
      by
      financially sound and reputable insurers (which may include captive insurers),
      and maintain such other insurance or self insurance, to such extent and against
      such risks, including fire and other risks insured against by extended coverage,
      as is customary with companies similarly situated and in the same or similar
      businesses.

     

    
      	21.4  	
              Obligations
                and Taxes

            


    

     

    Each
      Obligor shall pay and discharge promptly when due all material taxes,
      assessments and governmental charges imposed upon it or upon its income or
      profits or in respect of its property, in each case before the same shall become
      delinquent or in default and before penalties accrue thereon, unless and to
      the
      extent that the same are being contested in good faith by appropriate
      proceedings and adequate reserves with respect thereto shall, to the extent
      required by GAAP, have been set aside.

     

    
      	21.5  	
              Books
                and Records

            


    

     

    Each
      Obligor shall keep proper books of record and account in which full, true and
      correct entries are made of all material dealings and transactions in relation
      to its business and activities.

     

    
      	21.6  	
              Pari
                Passu Ranking

            


    

     

    Each
      Obligor shall do all things reasonably necessary to ensure that its payment
      obligations under the Finance Documents rank at least pari passu with the claims
      of all its other unsecured and unsubordinated creditors, except for obligations
      mandatorily preferred by law applying to companies generally.

     

    
      	21.7  	
              Consolidations,
                Amalgamations and Mergers

            


    

     

    No
      Obligor shall consolidate, amalgamate or merge with or into any other Person
      or
      liquidate, wind up or dissolve (or suffer any liquidation or dissolution)
      provided that: 

     

    
      (a)  an
        Obligor may merge, amalgamate or consolidate with another Person if (i) the
        corporation surviving such merger (or in the case of an Obligor subject to
        the
        laws of Bermuda, the resulting entity) is (x) in the case of a merger or
        consolidation of the Parent Guarantor, the Parent Guarantor, (y) in the
        case of a merger, amalgamation or consolidation of any Obligor other than
        the
        Parent Guarantor, an Obligor or (z) in the case of a merger or
        consolidation of an Obligor other than the Parent Guarantor or the Primary
        Guarantor, a member of the NL Holdco Group and (ii) immediately after giving
        effect to such merger, amalgamation or consolidation, no Default or Event
        of
        Default shall have occurred and be continuing; and 

    

     

    
      (b)  an
        Obligor other than the Parent Guarantor, the Primary Guarantor or the Borrower
        may liquidate, wind-up or dissolve if immediately after giving effect to
        such
        liquidation, winding-up or dissolution no Default or Event of Default shall
        have
        occurred and be continuing.

    

     


    
      
        
        

      

      
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      	21.8  	
              Encumbrances
                on Restricted Properties securing
                debt

            


    

     

    The
      Parent Guarantor shall not (and will not permit any of the Subsidiaries to)
      create, assume or suffer to exist any Lien upon any Restricted Property to
      secure any Debt of the Parent Guarantor, any Subsidiary or any other Person,
      without making effective provision whereby the Loans that may then or thereafter
      be outstanding shall be secured by such Lien equally and rateably with (or
      prior
      to) such Debt for so long as such Debt shall be so secured, except that the
      foregoing shall not prevent the Parent Guarantor or any Subsidiary from
      creating, assuming or suffering to exist any of the following
      Liens:

     

    
      (a)  Liens
        existing on the date of this Agreement; 

    

     

    
      (b)  any
        Lien
        existing on property owned or leased by any Person at the time it becomes
        a
        Subsidiary;

    

     

    
      (c)  any
        Lien
        existing on property at the time of the acquisition thereof by the Parent
        Guarantor or any Subsidiary;

    

     

    
      (d)  any
        Lien
        to secure any Debt incurred prior to, at the time of, or within 12 months
        after
        the acquisition of any Restricted Property for the purpose of financing all
        or
        any part of the purchase price thereof and any Lien to the extent that it
        secures Debt which is in excess of such purchase price and for the payment
        of
        which recourse may be had only against such Restricted
        Property;

    

     

    
      (e)  any
        Lien
        to secure any Debt incurred prior to, at the time of, or within 12 months
        after
        the completion of the construction, alteration, repair or improvement of
        any
        Restricted Property for the purpose of financing all or any part of the cost
        thereof and any Lien to the extent that it secures Debt which is in excess
        of
        such cost and for the payment of which recourse may be had only against such
        Restricted Property;

    

     

    
      (f)  any
        Liens
        securing Debt of a Subsidiary owing to the Parent Guarantor or to another
        Subsidiary;

    

     

    
      (g)  any
        Liens
        securing industrial development, pollution control or similar revenue
        bonds;

    

     

    
      (h)  any
        extension, renewal or replacement (or successive extensions, renewals or
        replacements) in whole or in part of any Lien referred to in paragraphs (a)
        through (g) above, so long as the principal amount of the Debt secured thereby
        does not exceed the principal amount of Debt so secured at the time of such
        extension, renewal or replacement (except that, where an additional principal
        amount of Debt is incurred to provide funds for the completion of a specific
        project, the additional principal amount, and any related financing costs,
        may
        be secured by the Lien as well) and such Lien is limited to the same property
        subject to the Lien so extended, renewed or replaced (and improvements on
        such
        property); and 

    

     


    
      
        
        

      

      
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      (i)  any
        Lien
        not permitted by paragraphs (a) through (h) above securing Debt which, together
        with the aggregate outstanding principal amount of all other Debt of the
        Parent
        Guarantor and its Subsidiaries owning Restricted Property which would otherwise
        be subject to the foregoing restrictions and the aggregate Value of existing
        Sale and Leaseback Transactions which would be subject to the restrictions
        of
        Clause 21.9 (Limitation
        on Sale and Leaseback Transactions)
        but for
        this paragraph (i), does not at any time exceed 10% of Consolidated Net Tangible
        Assets.

    

     

    
      	21.9  	
              Limitation
                on Sale and Leaseback Transactions


            


    

     

    The
      Parent Guarantor shall not enter into any Sale and Leaseback Transaction, or
      permit any Subsidiary owning Restricted Property to do so, unless
      either:

     

    
      (a)  the
        Parent Guarantor or such Subsidiary would be entitled to incur Debt, in a
        principal amount at least equal to the Value of such Sale and Leaseback
        Transaction, which is secured by Liens on the property to be leased (without
        equally and rateably securing the Loans) without violating Clause 21.8
        (Encumbrances
        on Restricted Properties securing debt);
        or

    

     

    
      (b)  the
        Parent Guarantor, during the six months immediately following the effective
        date
        of such Sale and Leaseback Transaction, causes to be applied to (A) the
        acquisition of Restricted Property or (B) the voluntary retirement of
        Funded Debt (whether by redemption, defeasance, repurchase, or otherwise)
        an
        amount equal to the Value of such Sale and Leaseback
        Transaction.

    

     

    
      	21.10  	
              Change
                of Business

            


    

     

    The
      Parent Guarantor shall procure that no substantial change is made to the general
      nature of the business of the BMS Group from that carried on at the date of
      this
      Agreement.

     

    
      	21.11  	
              Encumbrances
                on the Qualifying NL Holdco Notes


            


    

     

    No
      Obligor (other than the Parent Guarantor) shall create or permit to subsist
      any
      Lien over its entitlement under the Qualifying NL Holdco Notes.

     

    
      	21.12  	
              Encumbrances
                on other assets of the Borrower and any Designated Finance
                Subsidiaries

            


    

     

    The
      Borrower shall ensure that neither it nor any Designated Finance Subsidiary
      shall create or permit to subsist any Lien over any of its assets securing
      Debt
      the principal amount of which, when aggregated, exceeds $1,000,000,000 other
      than: (a) bankers’ Liens, rights of set-off and other similar Liens existing
      solely with respect to cash, cash equivalents, time deposits or other marketable
      securities in one or more accounts maintained by the Borrower or any Designated
      Finance Subsidiary in the ordinary course of business in favour of the bank
      or
      banks with which such accounts are maintained; and (b) Liens securing amounts
      due under the Facility.

     


    
      
        
        

      

      
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      	21.13  	
              Activities
                of the Borrower and the Designated Finance
                Subsidiaries

            


    

     

    The
      Borrower shall ensure that it and any Designated Finance Subsidiaries engage
      only in the following types of business:

     

    
      (a)  issuing
        further shares fully paid up to any member of the BMS Group;

    

     

    
      (b)  receiving
        capital contributions or loans from any member of the BMS
        Group;

    

     

    
      (c)  performing
        obligations and exercising rights under or arising out of any Finance Document
        to which it is a party;

    

     

    
      (d)  facilitating
        or providing the financing (by any means) of any members of the BMS
        Group;

    

     

    
      (e)  authorising
        and paying dividends on any of its issued shares provided that it has first
        made
        adequate provision or reserve for its liabilities;

    

     

    
      (f)  paying
        Taxes and complying with any legal or statutory obligation (whether or not
        relating to Tax) which it may be required to discharge;

    

     

    
      (g)  investing
        in cash, cash equivalents, time deposits and other marketable
        securities;

    

     

    
      (h)  all
        other
        things necessary to maintain its corporate identity; and

    

     

    
      (i)  any
        activity not falling within paragraphs (a)-(h) above but which is reasonably
        incidental thereto.

    

     

    
      	21.14  	
              Restricted
                Payments

            


    

     

    No
      Obligor (other than the Parent Guarantor) shall declare or make, or agree to
      pay
      or make, directly or indirectly, any Restricted Payment except:

     

    
      (a)  any
        Obligor may make Restricted Payments to another Obligor; and 

    

     

    
      (b)  any
        Obligor may:

    

     

    
      (i)  declare
        and pay dividends with respect to its shares payable solely in additional
        shares
        of its ordinary share capital; and 

    

     

    
      (ii)  make
        Restricted Payments so long as after giving effect to the making of such
        Restricted Payment, no Default shall have occurred and be
        continuing.

    

     

    
      	21.15  	
              Indebtedness
                for Borrowed Money

            


    

     

    No
      Obligor (other than the Parent Guarantor and the Primary Guarantor) shall incur
      any Debt to the extent that, after giving effect to such incurrence, such Debt
      could reasonably be expected to have a Material Adverse Effect provided that
      Debt which is permitted in accordance with the terms of Clause 20 (Financial
      Covenants)
      shall
      not be restricted by this Clause 21.15.

     


    
      
        
        

      

      
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      	21.16  	
              Transactions
                with Affiliates

            


    

     

    Each
      Obligor (other than the Parent Guarantor) shall only enter into transactions
      with other members of the BMS Group that are bona fide and arm’s length in
      nature except (a) transactions entered into prior to the date hereof or
      contemplated by any agreement entered into prior to the date hereof, (b)
      transactions between or among the Borrower and the Designated Finance
      Subsidiaries or between or among any Obligors or between or among any members
      of
      the NL Holdco Group (c) any arrangements with officers, directors,
      representatives or other employees of such Obligor (other than the Parent
      Guarantor) relating specifically to employment and (d) transactions that are
      otherwise permitted by this Agreement including (without limitation)
      transactions permitted under Clauses 21.7 (Consolidations,
      Amalgamations and Mergers),
      21.13
      (Activities
      of the Borrower and the Designated Finance Subsidiaries),
      21.14
      (Restricted
      Payments),
      21.15
      (Indebtedness
      for Borrowed Money),
      21.17
      (Investments)
      and
      21.18 (Asset
      Disposals).

     

    
      	21.17  	
              Investments

            


    

     

    No
      Obligor (other than the Parent Guarantor and the Primary Guarantor) shall enter
      into any transaction to acquire any assets (other than: (a) any transaction
      to
      acquire assets having a fair market value of less than $1,000,000,000; (b)
      any
      transaction to acquire assets from another Obligor or member of the NL Holdco
      Group; (c) investments in cash, cash equivalents, time deposits and other
      marketable securities; or (d) any transaction to acquire assets from a member
      of
      the BMS Group made on an arm’s length basis) if, before or after giving effect
      to the commitment thereto, such transaction could reasonably be expected to
      have
      a Material Adverse Effect.

     

    
      	21.18  	
              Asset
                disposals

            


    

     

    
      (a)  Neither
        the Parent Guarantor nor the Primary Guarantor shall sell, or otherwise transfer
        (in one transaction or a series of transactions), or permit any Subsidiary
        to
        sell, or otherwise transfer (in one transaction or a series of transactions),
        all or substantially all of the assets of the Parent Guarantor and the
        Subsidiaries or the Primary Guarantor and its subsidiaries, in each case
        taken
        as a whole, to any other Person.

    

     

    
      (b)  No
        Obligor (other than the Parent Guarantor) shall 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 all or
        substantially all of its assets.

    

     

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

    

     

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

    

     

    
      (ii)  of
        cash,
        cash equivalents, time deposits and other marketable securities not otherwise
        prohibited by the Finance Documents;

    

     

     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

     

     

    
      (iii)  comprising
        any dividend or distribution not otherwise prohibited by the Finance
        Documents;

    

     

    
      (iv)  between
        any Obligor and any other Obligor; or

    

     

    
      (v)  made
        bona
        fide on an arm’s length basis to any member of the BMS Group.

    

     

    
      	21.19  	
              Covenants
                relating to the Lux Holdco
                Note

            


    

     

    The
      Primary Guarantor shall:

     

    
      (a)  procure
        timely compliance by Lux Holdco with all of its obligations under the Lux
        Holdco
        Note and Lux Holdco Note Agreement;

    

     

    
      (b)  promptly
        notify the Agent in the event that:

    

     

    
      (i)  (A)
        Lux
        Holdco becomes unable, or admits inability, to pay its debts generally as
        they
        fall due; (B) a moratorium is declared in respect of any of Luxco’s material
        indebtedness; or (C) Lux Holdco passes a resolution for its dissolution,
        administration or reorganisation (by way of voluntary arrangement, scheme
        of
        arrangement or otherwise), commences negotiations regarding a composition,
        compromise, assignment or arrangement with, or suspends making payments to,
        its
        creditors generally, has a liquidator, receiver, administrator, administrative
        receiver, compulsory manager or other similar officer appointed to it (or
        over
        all or substantially all of its assets), an application is made or a petition
        presented to a court, a notice is given or filed in relation to the appointment
        of such an officer or has any analogous procedure or step taken in any
        jurisdiction;

    

     

    
      (ii)  an
        event
        of default occurs under the Lux Holdco Note or the Lux Holdco Note Agreement;
        or

    

     

    
      (iii)  any
        acceleration or other enforcement action is taken in relation to the Lux
        Holdco
        Note or the Lux Holdco Note Agreement and shall keep the Agent fully informed
        during any enforcement process; and

    

     

    
      (c)  procure
        that no voluntary prepayments of the Lux Holdco Note are made in whole or
        in
        part by Lux Holdco after the date of this Agreement.

    

     

    
      	21.20  	
              Parent
                Guarantor Ratings

            


    

     

    The
      Parent Guarantor shall use reasonable endeavours to ensure that at least one
      of
      Moody’s and S&P provides a rating for the Parent Guarantor’s senior,
      unsecured, non-credit-enhanced long term debt.

     

    
      	22.  	
              EVENTS
                OF DEFAULT

            


    

     

    Each
      of
      the events or circumstances set out in Clause 22 is an Event of
      Default.

     

    
      	22.1  	
              Non-payment

            


    

     


    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    


    


     

    
      (a)  A
        default
        is made in the payment of any principal amount of any Loan when and as the
        same
        shall become due and payable, whether at the due date thereof or any other
        date
        fixed for prepayment thereof or by acceleration thereof or otherwise;
        or

    

     

    
      (b)  a
        default
        is made in the payment of any interest on any Loan or any fee or any other
        amount (other than an amount referred to in paragraph (a) above) due hereunder,
        when and as the same shall become due and payable, and such default shall
        continue unremedied for a period of three Business Days.

    

     

    
      	22.2  	
              Misrepresentation

            


    

     

    Any
      representation or warranty made or deemed made in or in connection with the
      execution and delivery of this Agreement or the Loans or under any Finance
      Document shall prove to have been false or misleading in any material respect
      when so made, deemed made or furnished.

     

    
      	22.3  	
              Breach
                of other obligations

            


    

     

    
      (a)  Any
        Obligor fails to comply with any of its obligations under paragraphs (a)
        and (b)
        of Clause 19.2 (Litigation
        and Other Notices)
        and
        Clauses 21.7 (Consolidations,
        Amalgamations and Mergers),
        21.8
        (Encumbrances
        on Restricted Properties securing debt),
        21.9
        (Limitation
        on Sale and Leaseback Transactions),
        21.10
        (Change
        of Business),
        21.11(Encumbrances
        on Qualifying NL Holdco Notes),
        21.12
        (Encumbrances
        on other assets of the Borrower and any Designated Finance
        Subsidiaries),
        21.13
        (Activities
        of the Borrower and the Designated Finance Subsidiaries),
        21.14
        (Restricted
        Payments),
        21.15
        (Indebtedness
        for Borrowed Money),
        21.16
        (Transactions
        with Affiliates),
        21.17
        (Investments),
        21.18
        (Asset
        disposals)
        and
        21.19 (Covenants
        relating to the Lux Holdco Note);
        or

    

     

    
      (b)  a
        default
        is made in the due observance or performance of any covenant, condition or
        agreement contained herein (other than those specified in Clauses 22.1
        (Non-payment)
        or
        22.3(a) above) and such default shall continue unremedied for a period of
        30 days after notice thereof from the Agent or any Lender to the
        Borrower.

    

     

    
      	22.4  	
              Cross-defaults

            


    

     

    The
      Parent Guarantor or any Subsidiary:

     

    
      (a)  fails
        to
        pay any principal or interest, regardless of amount, due in respect of one
        or
        more items of Debt in an aggregate principal amount greater than or equal
        to
        $100,000,000, as and when the same shall become due and payable (giving effect
        to any applicable grace period), or 

    

     

    
      (b)  fails
        to
        observe or perform any other term, covenant, condition or agreement contained
        in
        any agreement or instrument evidencing or governing any such Debt if the
        effect
        of any failure referred to in this paragraph (b) is to cause such Debt to
        become due prior to its stated maturity.

    

     


    
      
        
        

      

      
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      	22.5  	
              Insolvency
                of the Borrower or any Guarantor (other than the Parent
                Guarantor)

            


    

     

    The
      Borrower or any Guarantor (other than the Parent Guarantor):

     

    
      (a)  is
        unable
        or admits inability to pay its debts generally as they fall due;
        or

    

     

    
      (b)  has
        a
        moratorium declared in respect of any material indebtedness.

    

     

    
      	22.6  	
              Insolvency
                proceedings of the Borrower or any Guarantor (other than the Parent
                Guarantor)

            


    

     

    The
      Borrower or any Guarantor (other than the Parent Guarantor):

     

    
      (a)  passes
        a
        resolution for its dissolution, administration or reorganisation (by way
        of
        voluntary arrangement, scheme of arrangement or otherwise);

    

     

    
      (b)  commences
        negotiations regarding a composition, compromise, assignment or arrangement
        with, or suspends making payments to, its creditors
        generally;

    

     

    
      (c)  has
        a
        liquidator, receiver, administrator, administrative receiver, compulsory
        manager
        or other similar officer appointed to it (or over all or substantially all
        of
        its assets) or an application is made or a petition presented to a court,
        or a
        notice is given or filed, in relation to the appointment of such an officer;
        or

    

     

    
      (d)  has
        any
        analogous procedure or step taken in any jurisdiction,

    

     

    and
      any
      such proceedings or petition shall continue undismissed for 60 days or an order
      or decree approving or ordering any of the foregoing shall be
      entered.

     

    
      	22.7  	
              Parent
                Guarantor involuntary
                proceedings

            


    

     

    An
      involuntary proceeding is commenced or an involuntary petition is filed in
      a
      court of competent jurisdiction seeking:

     

    
      (a)  relief
        in
        respect of the Parent Guarantor, or of a substantial part of the property
        or
        assets of the Parent Guarantor, under Title 11 of the United States Code,
        as now
        constituted or hereafter amended, or any other United States Federal or state
        bankruptcy, insolvency, receivership or similar law;

    

     

    
      (b)  the
        appointment of a receiver, trustee, custodian, sequestrator, conservator
        or
        similar official for the Parent Guarantor or for a substantial part of the
        property or assets of the Parent Guarantor; or

    

     

    
      (c)  the
        winding up or liquidation of the Parent Guarantor,

    

     

    and
      such
      proceedings or petition shall continue undismissed for 60 days or an order
      or
      decree approving or ordering any of the foregoing shall be entered.

     


    
      
        
        

      

      
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      	22.8  	
              Parent
                Guarantor voluntary
                proceedings

            


    

     

    The
      Parent Guarantor:

     

    
      (a)  voluntarily
        commences any proceedings or files any petition seeking relief under Title
        11 of
        the United States Code, as now constituted or hereafter amended, or any other
        United States Federal or state bankruptcy, insolvency, receivership or similar
        law;

    

     

    
      (b)  consents
        to the institution of, or fails to contest in a timely and appropriate manner,
        any proceeding or the filing of any petition described in Clause 22.7
        (Parent
        Guarantor involuntary proceedings)
        above;

    

     

    
      (c)  applies
        for or consents to the appointment of a receiver, trustee, custodian,
        sequestrator, conservator or similar official for the Parent Guarantor or
        for a
        substantial part of the property or assets of the Parent
        Guarantor;

    

     

    
      (d)  files
        an
        answer admitting the material allegations of a petition filed against it
        in any
        such proceeding;

    

     

    
      (e)  makes
        a general assignment for the benefit of creditors;

    

     

    
      (f)  
        becomes unable, admits in writing its inability or fails generally to pay
        its
        debts as they become due; or 

    

     

    
      (g)  takes
        any
        action for the purpose of effecting any of the foregoing.

    

     

    


    
      	22.9  	
              Judgments

            


    

     

    One
      or
      more judgments for the payment of money in an aggregate amount equal to or
      greater than $100,000,000 (exclusive of any amount thereof covered by insurance)
      shall be rendered against the Parent Guarantor, any Subsidiary or any
      combination thereof and the same shall remain undischarged for a period of
      30 consecutive days during which execution shall not be effectively stayed
      (for this purpose, a judgment shall be effectively stayed during a period when
      it is not yet due and payable), or any action shall be legally taken by a
      judgment creditor to levy upon assets or properties of the Parent Guarantor
      or
      any Subsidiary to enforce any such judgment.

     

    
      	22.10  	
              ERISA
                Events

            


    

     

    
      (a)  A
        Plan of
        the Parent Guarantor shall fail to maintain the minimum funding standard
        required by Section 412 of the Code for any plan year or a waiver of such
        standard is sought or granted under Section 412(d); or 

    

     

    
      (b)  an
        ERISA
        Termination Event shall have occurred with respect to the Parent Guarantor
        or an
        ERISA Affiliate has incurred or is reasonably likely to incur a liability
        to or
        on account of a Plan under Section 4062, 4063, 4064, 4201 or 4204 of ERISA;
        or 

    

     

    
      (c)  the
        Parent Guarantor or any ERISA Affiliate shall engage in any prohibited
        transaction described in Sections 406 of ERISA or 4975 of the Code for
        which 

    

     


    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    


    a
      statutory or class exemption is not available or a private exemption has not
      been previously obtained from the United States Department of Labor; or


     

    
      (d)  the
        Parent Guarantor or any ERISA Affiliate shall fail to pay any required
        instalment or any other payment required to be paid by such entity under
        Section 412 of the Code on or before the due date for such instalment or
        other payment; or 

    

     

    
      (e)  the
        Parent Guarantor or any ERISA Affiliate shall fail to make any contribution
        or
        payment to any Multiemployer Plan (as defined in Section 4001(a)(3) of
        ERISA) which the Parent Guarantor or any ERISA Affiliate is required to make
        under any agreement relating to such Multiemployer Plan or any law pertaining
        thereto, and there shall result from any such event or events either a liability
        or a material risk of incurring a liability to the PBGC or a Plan which will
        have a Material Adverse Effect in relation to the BMS Group.

    

     

    
      	22.11  	
              Change
                of control

            


    

     

    A
      Change
      in Control shall occur.

     

    
      	22.12  	
              Invalidity

            


    

     

    At
      any
      time while this Agreement is in effect:

     

    
      (a)  the
        guarantee in Clause 17.1 (Guarantee
        and Indemnity)
        shall
        cease to be, or shall be asserted by any Guarantor not to be, a valid and
        binding obligation on the part of any of the Guarantors;

    

     

    
      (b)  any
        Qualifying NL Holdco Note shall cease to be, or shall be asserted by the
        Primary
        Guarantor not to be, a valid and binding obligation on the part of the Primary
        Guarantor; or

    

     

    
      (c)  the
        Lux
        Holdco Note ceases to be legally and beneficially held by a member of the
        BMS
        Group.

    

     

    
      	22.13  	
              Acceleration

            


    

     

    On
      and at
      any time after the occurrence of an Event of Default (other than Events of
      Default listed in Clause 22.7 (Parent
      Guarantor involuntary proceedings)
      and
      Clause 22.8 (Parent
      Guarantor voluntary proceedings)
      which
      is continuing, the Agent, at the request of the Majority Lenders, shall, by
      notice to the Borrower, take any of the following actions, at the same or
      different times:

     

    
      (a)  terminate
        forthwith the Commitments;

    

     

    
      (b)  declare
        the Loans then outstanding to be forthwith due and payable in whole or in
        part,
        whereupon the principal of the Loans so declared to be due and payable, together
        with accrued interest thereon and any unpaid accrued fees and all other
        liabilities of the Obligors accrued hereunder, shall become forthwith due
        and
        payable, without presentment, demand, protect or any other 

    

     


    
      
        
        

      

      
        -60-

        
          

        

      

      
        
        

      

    


    notice
      of
      any kind, all of which are hereby expressly waived anything contained herein
      to
      the contrary notwithstanding; and/or

     

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

    

     

    
      	22.14  	
              Automatic
                Acceleration

            


    

     

    On
      and at
      any time after the occurrence of an Event of Default listed in Clauses 22.7
      (Parent
      Guarantor involuntary proceedings)
      and
      22.8 (Parent
      Guarantor voluntary proceedings),
      the
      Commitments shall automatically terminate and the principal of the Loans then
      outstanding, together with accrued interest thereon and any unpaid accrued
      fees
      and all other liabilities accrued hereunder shall automatically become due
      and
      payable, without presentment, demand, protest or any other notice of any kind,
      all of which are hereby expressly waived anything contained herein to the
      contrary notwithstanding.

     

    
      	23.  	
              CHANGES
                TO THE LENDERS

            


    

     

    
      	23.1  	
              Assignments,
                transfers, sub-participations and changes in Facility Office by the
                Lenders

            


    

     

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

     

    
      (a)  assign
        any of its rights; or

    

     

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

    

     

    to
      another bank or financial institution (the “New
      Lender”),
      or
      sub-participate any of its rights or obligations to another bank or financial
      institution, or change its Facility Office.

     

    
      	23.2  	
              Conditions
                of assignment, transfer or change in Facility
                Office

            


    

     

    
      (a)  The
        consent of the Borrower (not to be unreasonably withheld or delayed) is required
        for an assignment or transfer by an Existing Lender, (unless the assignment
        or
        transfer is to another Lender or an Affiliate of a Lender or any Event of
        Default pursuant to Clauses 22.5 (Insolvency
        of the Borrower or any Guarantor (other than the Parent
        Guarantor)),
        22.6
        (Insolvency
        proceedings of the Borrower or any Guarantor (other than the Parent
        Guarantor)),
        22.7
        (Parent
        Guarantor involuntary proceedings)
        or 22.8
        (Parent
        Guarantor voluntary proceedings)
        has
        occurred and is continuing).

    

     

    
      (b)  The
        Borrower will be deemed to have given its consent ten (10) Business Days
        after
        the Existing Lender has requested it unless consent is expressly refused
        by the
        Borrower within that time.

    

     

    
      (c)  An
        assignment will only be effective on:

    

     

    
      (i)   
        receipt
        by the Agent of written confirmation from the New Lender (in form and substance
        satisfactory to the Agent) that the New Lender will 

    

     


    
      
        
        

      

      
        -61-

        
          

        

      

      
        
        

      

    


    assume
      the same obligations to the other Finance Parties as it would have been under
      if
      it was an Original Lender; and

     

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

    

     

    
      (d)  A
        transfer will only be effective if the procedure set out in Clause 23.5
Procedure
        for transfer)
        is
        complied with.

    

     

    
      (e)   
        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 12 (Tax
        gross-up and indemnities)
        or
        Clause 13 (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.

     

    
      (f)  Any
        assignment or transfer of part of the Existing Lender’s rights and/or
        obligations must be for a minimum amount of US$ 10,000,000 (unless the Borrower
        and the Agent agree otherwise).

    

     

    
      	23.3  	
              Assignment
                or transfer fee

            


    

     

    The
      New
      Lender shall, on the date upon which an assignment or transfer takes effect,
      pay
      to the Agent (for its own account) a fee of US$ 3,000.

     

    
      	23.4  	
              Limitation
                of responsibility of Existing
                Lenders

            


    

     

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

    

     

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

    

     

    
      (ii)  the
        financial condition of any Obligor;

    

     

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

    

     

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

    

     


    
      
        
        

      

      
        -62-

        
          

        

      

      
        
        

      

    


    


     

    and
      any
      representations or warranties implied by law are excluded.

     

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


    

     

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

    

     

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

    

     

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

    

     

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

    

     

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

    

     

    
      	23.5  	
              Procedure
                for transfer

            


    

     

    
      (a)  Subject
        to the conditions set out in Clause 23.2 (Conditions
        of assignment, transfer or sub-participation or change in Facility
        Office)
        a
        transfer is effected in accordance with paragraph (c) below when the Agent
        executes an otherwise duly completed Transfer Certificate delivered to it
        by the
        Existing Lender and the New Lender. The Agent shall, subject to paragraph
        (b)
        below, as soon as reasonably practicable after receipt by it of a duly completed
        Transfer Certificate appearing on its face to comply with the terms of this
        Agreement and delivered in accordance with the terms of this Agreement, and
        notify the Borrower of the date of the transfer and name of the New Lender.
        Each
        Finance Party and each Obligor irrevocably authorises the Agent to sign such
        a
        Transfer Certificate on its behalf.

    

     

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

    

     

    
      (c)  On
        the
        Transfer Date:

    

     

    
      (i)  to
        the
        extent that in the Transfer Certificate the Existing Lender seeks to transfer
        by
        novation its rights and obligations under the Finance Documents each of the
        Obligors and the Existing Lender shall be released from further obligations
        towards one another under the 

    

     


    
      
        
        

      

      
        -63-

        
          

        

      

      
        
        

      

    


    Finance
      Documents and their respective rights against one another under the Finance
      Documents shall be cancelled (being the “Discharged
      Rights and Obligations”);

     

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

    

     

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

    

     

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

    

     

    
      	23.6  	
              Copy
                of Transfer Certificate to
                Borrower

            


    

     

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

     

    
      	23.7  	
              Disclosure
                of information

            


    

     

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

     

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

    

     

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

    

     

    any
      information about any Obligor, the BMS Group and the Finance Documents as that
      Lender shall consider appropriate if the Person to whom the information is
      to be
      given has entered into a Confidentiality Undertaking prior to such disclosure.
      

     

    
      	23.8  	
              Sub
                Participations

            


    

     

    Each
      Finance Party agrees that:

     

    
      (a)  no
        Obligor shall incur any additional cost or expense (including, without
        limitation, pursuant to Clause 12 (Tax
        Gross-Up and Indemnities),
        13
        (Increased
        Costs),
        14
        (Other
        Indemnities)
        or 16
        (Costs
        and Expenses))
        as a
        result of a Finance Party entering into a sub-participation arrangement in
        relation to this Agreement;

    

     

     

    
      
        
        

      

      
        -64-

        
          

        

      

      
        
        

      

    

     

     

    
      (b)  third
        parties to a sub-participation arrangement entered into with a Finance Party
        shall have no rights under the Third Parties Act to enforce or to enjoy the
        benefit of any term of this Agreement; and 

    

     

    
      (c)   
        it
        will
        not enter into any sub-participation arrangement which in any way restricts
        its
        ability to exercise or refrain from exercising any or all of its voting rights
        arising under or in connection with the Finance Documents in relation to
        matters
        which constitute Defaults or which would require the consent of the Majority
        Lenders or of all the Lenders in accordance with the terms of this
        Agreement.

    

     

    
      	24.  	
              CHANGES
                TO THE OBLIGORS

            


    

     

    
      	24.1  	
              Assignments
                and transfer by Obligors

            


    

     

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

     

    
      	24.2  	
              Additional
                Guarantors

            


    

     

    
      (a)  
        Subject
        to compliance with the provisions of paragraphs (c) and (d) of Clause 19.4
        (“Know
        your Customer Checks”)
        the
        Borrower may request that any of its Finance Subsidiaries become an Additional
        Guarantor. That Finance Subsidiary shall become an Additional Guarantor
        if:

    

     

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

    

     

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

    

     

    
      (b)  The
        Agent
        shall notify the Borrower 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 2 of Schedule 2 (Conditions
        precedent).

    

     

    
      	24.3  	
              Repetition
                of Representations

            


    

     

    Delivery
      of an Accession Letter constitutes confirmation by the relevant Finance
      Subsidiary that the Repeating Representations are true in all material respects
      (or, in the case of a representation which is already qualified as to
      materiality, it is true in all respects) as at the date of delivery as if made
      by reference to the facts and circumstances then existing.

     

    
      	24.4  	
              Resignation
                of a Guarantor

            


    

     

    
      	(a)  	
              The
                Borrower may request that a Guarantor (other than the Parent Guarantor
                or
                Primary Guarantor) cease to be a Guarantor by delivering to the Agent
                a
                Resignation Letter.

            


    

     

     

     

    
      
        
        

      

      
        -65-

        
          

        

      

      
        
        

      

    

     

     

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

    

     

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

    

     

    
      (ii) 
         (A) 
        in
        the
        case of a Guarantor (other than the Parent Guarantor or the Primary Guarantor)
        which has any interest in Qualifying NL Holdco Notes, the Majority Lenders
        have
        consented thereto; or

    

     

    
      
        (B) 
          in
          the
          case of any other Guarantor (other than the Parent Guarantor or the Primary
          Guarantor) such resignation is (x) in connection with a transaction permitted
          under Clause 21.7 (Consolidations,
          Amalgamations and Mergers)
          involving such Guarantor or (y)  the Majority Lenders have consented
          thereto.

      

    

     

    
      	25.  	
              ROLE
                OF THE AGENT AND THE
                ARRANGERS

            


    

     

    
      	25.1  	
              Appointment
                of the Agent

            


    

     

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

    

     

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

    

     

    
      	25.2  	
              Duties
                of the Agent

            


    

     

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

    

     

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

    

     

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

    

     

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

    

     

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

    

     


    
      
        
        

      

      
        -66-

        
          

        

      

      
        
        

      

    


    


     

    
      	25.3  	
              Role
                of the Arrangers

            


    

     

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

     

    
      	25.4  	
              No
                fiduciary duties

            


    

     

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

    

     

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

    

     

    
      	25.5  	
              Business
                with the BMS Group

            


    

     

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

     

    
      	25.6  	
              Rights
                and discretions of the
                Agent

            


    

     

    
      (a)  The
        Agent
        may rely on:

    

     

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

    

     

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

    

     

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

    

     

    
      (i)   
        no
        Default has occurred (unless it has actual knowledge of a Default arising
        under
        paragraphs (a) or (b) of Clause 22.1 (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 Borrower (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
        Agent
        may engage, pay for and rely on the advice or services of any lawyers,
        accountants, surveyors or other experts.

    

     

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

    

     

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

    

     

     

    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

    

     

     

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

      

    

     

    
      	25.7  	
              Majority
                Lenders’ instructions

            


    

     

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

    

     

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

    

     

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

    

     

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

    

     

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

    

     

    
      	25.8  	
              Responsibility
                for documentation

            


    

     

    Neither
      the Agent nor either Arranger:

     

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

    

     

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

    

     

    
      	25.9  	
              Exclusion
                of liability

            


    

     

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

    

     

     

    
      
        
        

      

      
        -68-

        
          

        

      

      
        
        

      

    

     

     

    
      (b) 
        No
        Party
        (other than the Agent) may take any proceedings against any officer, employee
        or
        agent of the Agent in respect of any claim it might have against the Agent
        or in
        respect of any act or omission of any kind by that officer, employee or agent
        in
        relation to any Finance Document and any officer, employee or agent of the
        Agent
        may rely on this Clause subject to Clause 1.3 (Third
        party rights)
        and the
        provisions of the Third Parties Act.

    

     

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

    

     

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

    

     

    
      	25.10  	
              Lenders’
                indemnity to the Agent

            


    

     

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

     

    
      	25.11  	
              Resignation
                of the Agent

            


    

     

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

    

     

    
      (b)   Alternatively,
        the Agent may resign by giving notice to the other Finance Parties and the
        Borrower, in which case the Majority Lenders (may with the prior written
        consent
        of the Borrower, such consent not to be unreasonably withheld or delayed)
        appoint a successor Agent.

    

     

    
      (c)    If
        the
        Majority Lenders have not appointed a successor Agent in accordance with
        paragraph (b) above within 30 days after notice of resignation was given,
        the
        Agent may (with the prior written consent of the Borrower , such consent
        not to
        be unreasonably withheld or delayed) appoint a successor Agent (acting through
        an office in the United Kingdom).

    

     

    
      (d)   The
        retiring Agent shall, at its own cost, make available to the successor Agent
        such documents and records and provide such assistance as the


    

     


    
      
        
        

      

      
        -69-

        
          

        

      

      
        
        

      

    


    successor
      Agent may reasonably request for the purposes of performing its functions as
      Agent under the Finance Documents.

     

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

    

     

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

    

     

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

    

     

    
      	25.12  	
              Confidentiality

            


    

     

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

    

     

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

    

     

    
      	25.13  	
              Relationship
                with the Lenders

            


    

     

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

    

     

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

    

     

    
      	25.14  	
              Credit
                appraisal by the Lenders

            


    

     

    Without
      affecting the responsibility of any Obligor for information supplied by it
      or on
      its behalf in connection with any Finance Document, each Lender confirms to
      the
      Agent and the Arrangers 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 Obligor;

    

     

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

    

     

     

    
      
        
        

      

      
        -70-

        
          

        

      

      
        
        

      

    

     

     

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

    

     

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

    

     

    
      	25.15  	
              Reference
                Banks

            


    

     

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

     

    
      	25.16  	
              Deduction
                from amounts payable by the
                Agent

            


    

     

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

     

    
      	26.  	
              CONDUCT
                OF BUSINESS BY THE FINANCE
                PARTIES

            


    

     

    No
      provision of this Agreement will:

     

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

    

     

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

    

     

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

    

     


    
      
        
        

      

      
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      	27.  	
              SHARING
                AMONG THE FINANCE PARTIES

            


    

     

    
      	27.1  	
              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 28 (Payment
      mechanics)
      and
      applies that amount to a payment due under the Finance Documents
      then:

     

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

    

     

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

    

     

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

    

     

    
      	27.2  	
              Redistribution
                of payments

            


    

     

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

     

    
      	27.3  	
              Recovering
                Finance Party’s rights

            


    

     

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

    

     

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

    

     

    
      	27.4  	
              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 27.2 (Redistribution
        of payments)
        shall,
        upon request of the Agent, pay to the Agent for account of that Recovering
        Finance Party an amount equal to the appropriate part of its share of the
        Sharing Payment (together with an amount as is necessary to reimburse
        that

    

     


    
      
        
        

      

      
        -72-

        
          

        

      

      
        
        

      

    


    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.

      

    

     

    
      	27.5  	
              Exceptions

            


    

     

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

    

     

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

    

     

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

    

     

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

    

     

    
      	28.  	
              PAYMENT
                MECHANICS

            


    

     

    
      	28.1  	
              Payments
                to the Agent

            


    

     

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

    

     

    
      (b)  
        Payment
        shall be made to such account in the principal financial centre of the country
        of that currency with such bank as the Agent specifies.

    

     

    
      	28.2  	
              Distributions
                by the Agent

            


    

     

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

     


    
      
        
        

      

      
        -73-

        
          

        

      

      
        
        

      

    


    


     

    
      	28.3  	
              Distributions
                to an Obligor

            


    

     

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

     

    
      	28.4  	
              Clawback

            


    

     

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

    

     

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

    

     

    
      	28.5  	
              Partial
                payments

            


    

     

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

    

     

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

    

     

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

    

     

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

    

     

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

    

     

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

    

     

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

    

     

    
      	28.6  	
              No
                set-off by 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.

     


    
      
        
        

      

      
        -74-

        
          

        

      

      
        
        

      

    


    


     

    
      	28.7  	
              Business
                Days

            


    

     

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

    

     

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

    

     

    
      	28.8  	
              Currency
                of account

            


    

     

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

    

     

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

    

     

    
      (c)  Any
        amount expressed to be payable in a currency other than Dollars shall be
        paid in
        that other currency.

    

     

    
      	28.9  	
              Change
                of currency

            


    

     

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

    

     

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

    

     

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

    

     

    
      (b)  If
        a change in any currency of a country occurs, the Parties will enter
        negotiations in good faith with a view to agreeing any amendment which may
        be
        necessary to this Agreement to comply with any generally accepted conventions
        and market practice in the Relevant Interbank Market and otherwise to reflect
        the change in currency.

    

     

    
      	28.10  	
              USA
                Patriot Act

            


    

     

    
      	 	
              Each
                Lender hereby notifies the Obligors that pursuant to the requirements
                of
                the USA Patriot Act (Title III of Pub. L. 107.56 (signed into law
                October
                26, 2001)) (the “Act”),
                it may be required to obtain, verify and record information that
                identifies the Obligors, which information includes the name and
                address
                of each Obligor and other information that will allow such Lender
                to
                identify the Obligors in accordance with the
                Act.

            


    

     


    
      
        
        

      

      
        -75-

        
          

        

      

      
        
        

      

    


    


     

    
      	29.  	
              SET-OFF

            


    

     

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

     

    
      	30.  	
              NOTICES

            


    

     

    
      	30.1  	
              Communications
                in writing

            


    

     

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

     

    
      	30.2  	
              Addresses

            


    

     

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

     

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

    

     

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

    

     

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

    

     

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

     

    
      	30.3  	
              Delivery

            


    

     

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

    

     

    
      (i)  if
        by way of fax, 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 30.2 (Addresses),
      if
      addressed to that department or officer.

     

    
      (b)  Any
        communication or document to be made or delivered to the Agent will be effective
        only when actually received by the Agent and then only if it is


    

     


    
      
        
        

      

      
        -76-

        
          

        

      

      
        
        

      

    


    expressly
      marked for the attention of the department or officer identified with the
      Agent’s signature below (or any substitute department or officer as the Agent
      shall specify for this purpose).

     

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

    

     

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

    

     

    
      	30.4  	
              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 30.2 (Addresses)
      or
      changing its own address or fax number, the Agent shall notify the other
      Parties.

     

    
      	30.5  	
              Electronic
                communication

            


    

     

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

    

     

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

    

     

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

    

     

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

    

     

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

    

     

    
      	30.6  	
              English
                language

            


    

     

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

    

     

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

    

     

    
      (i)  in
        English; or

    

     

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

    

     


    
      
        
        

      

      
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      	31.  	
              CALCULATIONS
                AND CERTIFICATES

            


    

     

    
      	31.1  	
              Accounts

            


    

     

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

     

    
      	31.2  	
              Certificates
                and Determinations

            


    

     

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

     

    
      	31.3  	
              Day
                count convention

            


    

     

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

     

    
      	32.  	
              PARTIAL
                INVALIDITY

            


    

     

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

     

    
      	33.  	
              REMEDIES
                AND WAIVERS

            


    

     

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

     

    
      	34.  	
              AMENDMENTS
                AND WAIVERS

            


    

     

    
      	34.1  	
              Required
                consents

            


    

     

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

    

     

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

    

     

    
      	34.2  	
              Exceptions

            


    

     

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

    

     


    
      
        
        

      

      
        -78-

        
          

        

      

      
        
        

      

    


    


     

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

    

     

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

    

     

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

    

     

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

    

     

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

    

     

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

    

     

    
      (vii)  Clause
        2.2 (Finance
        Parties’ rights and obligations),
        Clause
        23 (Changes
        to the Lenders)
        or this
        Clause 34,

    

     

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

     

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

    

     

    
      	35.  	
              COUNTERPARTS

            


    

     

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

     

    
      	36.  	
              CONFIDENTIALITY

            


    

     

    
      	36.1  	
              Each
                of the Finance Parties expressly agrees, for the benefit of the Parent
                Guarantor and the Subsidiaries, to maintain the confidentiality of
                the
                Confidential Information, except that Confidential Information may
                be
                disclosed:

            


    

     

    
      (a)  to
        its and its Affiliates’ directors, officers, employees and agents, including
        accountants, legal counsel and other advisors (it being understood that the
        Persons to whom such disclosure is made will be informed of the confidential
        nature of such Confidential Information and instructed to keep such Confidential
        Information confidential);

    

     

    
      (b)  to
        the extent requested by any regulatory or self-regulatory
        authority;

    

     

    
      (c)  to
        the extent required by applicable laws or regulations or by any subpoena
        or
        similar legal process;

    

     

    
      (d)  to
        any other Party;

    

     

     

    
      
        
        

      

      
        -79-

        
          

        

      

      
        
        

      

    

     

     

    
      (e)  in
        connection with the exercise of any remedies under this Agreement or any
        suit,
        action or proceeding relating to this Agreement or the enforcement of rights
        under this Agreement;

    

     

    
      (f)  subject
        to Clause 23.7 (Disclosure
        of information)
        and an
        express agreement for the benefit of the Parent Guarantor and the Subsidiaries
        containing provisions substantially the same as those of this Clause, to
        any
        assignee of or participant in, or any prospective assignee of or participant
        in,
        any of its rights or obligations under this Agreement;

    

     

    
      (g)  with
        the
        consent of the Parent Guarantor or the Subsidiaries, as applicable;
        or

    

     

    
      (h)  to
        the
        extent such Confidential Information:

    

     

    
      (i)  becomes
        publicly available other than as a result of a breach of this Agreement;
        or


    

     

    
      (ii)  becomes
        available to any Finance Party on a non confidential basis from a source
        other
        than the Parent Guarantor or the Subsidiaries. 

    

     

    
      	36.2  	
              Any
                Person required to maintain the confidentiality of Confidential
                Information as provided in this Clause 36 shall be considered to
                have
                complied with its obligation to do so if such Person has exercised
                the
                same degree of care to maintain the confidentiality of such Confidential
                Information as such Person would accord to its own confidential
                information; provided, however, that with respect to disclosures
                pursuant
                to sub-clauses 36.1(b) and 36.1(c), unless prohibited by law or applicable
                court order, each Finance Party shall attempt to notify the Parent
                Guarantor of any request by any Government Authority or representative
                thereof or other Person for disclosure of Confidential Information
                after
                receipt of such request, and if reasonable, practicable and permissible,
                before disclosure of such Confidential Information. It is understood
                and
                agreed that the Parent Guarantor, the Subsidiaries and their respective
                Affiliates may rely upon this Clause 36 for any purpose, including
                without
                limitation to comply with Regulation
                FD.

            


    

     

    
      	37.  	
              GOVERNING
                LAW

            


    

     

    This
      Agreement is governed by English law.

     

    
      	38.  	
              ENFORCEMENT

            


    

     

    
      	38.1  	
              Jurisdiction

            


    

     

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

    

     

     

    
      
        
        

      

      
        -80-

        
          

        

      

      
        
        

      

    

     

     

    
      (c)  Notwithstanding
        paragraphs (a) and (b) above, no Party shall be prevented from taking
        proceedings relating to a Dispute in any other courts with jurisdiction.
        To the
        extent allowed by law, the Parties may take concurrent proceedings in any
        number
        of jurisdictions.

    

     

    
      	38.2  	
              Service
                of process

            


    

     

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

     

    
      (a)  irrevocably
        appoints Bristol-Myers Squibb Pharmaceuticals Limited as its agent for service
        of process in relation to any proceedings before the English courts in
        connection with any Finance Document; and

    

     

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

    

     

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

     


    
      
        
        

      

      
        -81-

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      1

     

    THE
      ORIGINAL PARTIES

     

    Part
      1 The
      Original Obligors

     

    
      	
              Name
                of Original Borrower

            	
              Registration
                number 

              (or
                equivalent, if any)

            
	
               

              BMS
                Omega Bermuda Holdings Finance Ltd.

            	
               

              EC
                32796

            


    

    


     

    
      	
              Name
                of Original Guarantor

            	
              Registration
                number 

              (or
                equivalent, if any)

            
	
              Bristol-Myers
                Squibb Company 

              BMS
                Pharmaceuticals Netherlands Holdings B.V.

              Bristol-Myers
                Squibb Luxembourg International SCA 

              Bristol-Myers
                Squibb Sigma Finance Limited

            	
              N/A

              30184186

              B-89.590

              EC
                36445

            


    

    


     

    


     

    


     

    Part
      2  The
      Original Lenders 

     

    
      	
              Name
                of Original Lender

            	
              Tranche
                A Commitment (US$)

            	
              Tranche
                B Commitment (US$) 

            
	
              BNP
                Paribas Ireland

            	
              160,000,000

            	
              40,000,000

            
	
              The
                Royal Bank of Scotland plc

            	
              160,000,000

            	
              40,000,000

            
	
              Deutsche
                Bank AG, London Branch

            	
              120,000,000

            	
              30,000,000

            
	
              HSBC
                Bank USA, National Association

            	
              120,000,000

            	
              30,000,000

            
	
              The
                Bank of Tokyo-Mitsubishi, Ltd., NY Branch

            	
              120,000,000

            	
              30,000,000

            
	
              ABN
                AMRO Bank N.V.

            	
              84,000,000

            	
              21,000,000

            
	
              BANCO
                SANTANDER 

            	
              84,000,000

            	
              21,000,000

            


    

    



    
      
        
        

      

      
        -82-

        
          

        

      

      
        
        

      

    


    


    
      	
              CENTRAL
                HISPANO, S.A.

            	 	 
	
              Bank
                of America, N.A.

            	
              84,000,000

            	
              21,000,000

            
	
              Barclays
                Bank PLC

            	
              84,000,000

            	
              21,000,000

            
	
              Calyon

            	
              84,000,000

            	
              21,000,000

            
	
              Citibank,
                N.A.

            	
              84,000,000

            	
              21,000,000

            
	
              Fortis
                Bank SA/NV

            	
              84,000,000

            	
              21,000,000

            
	
              JPMorgan
                Chase Bank

            	
              84,000,000

            	
              21,000,000

            
	
              Mizuho
                Corporate Bank (USA)

            	
              84,000,000

            	
              21,000,000

            
	
              MORGAN
                STANLEY BANK

            	
              84,000,000

            	
              21,000,000

            
	
              SANPAOLO
                IMI S.p.A.

            	
              84,000,000

            	
              21,000,000

            
	
              UBS
                AG, London Branch

            	
              84,000,000

            	
              21,000,000

            
	
              Wachovia
                Bank, National Association 

            	
              84,000,000

            	
              21,000,000

            
	
              Banco
                Bilbao Vizcaya Argentaria S.A

            	
              48,000,000

            	
              12,000,000

            
	
              The
                Governor and Company of the Bank of Ireland

            	
              48,000,000

            	
              12,000,000

            
	
              WILLIAM
                STREET CREDIT CORPORATION

            	
              48,000,000

            	
              12,000,000

            
	
              Banca
                Monte dei Paschi di Siena S.P.A.

            	
              36,000,000

            	
              9,000,000

            
	
              Banca
                Intesa S.p.A., London Branch

            	
              24,000,000

            	
              6,000,000

            
	
              The
                Bank of New York

            	
              24,000,000

            	
              6,000,000

            
	
              Totals:

            	
              2,000,000,000

            	
              500,000,000

            


    


    
      
        
        

      

      
        -83-

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      2

     

    CONDITIONS
      PRECEDENT

     

    Part
      1  Conditions
      Precedent to Initial Utilisation

     

    
      	
              (a)

            	
              The
                Borrower and the Guarantors shall have executed and delivered the
                Finance
                Documents.

            


    

     

    
      	
              (b)

            	
              The
                Agent shall have received:

            


    

     

    
      	 	
              (i)

            	
              audited
                consolidated financial statements of the Parent Guarantor for the
                two most
                recent fiscal years ended prior to the Closing Date;
                and

            


    

     

    
      	 	
              (ii)

            	
              unaudited
                interim consolidated financial statements of the Parent Guarantor
                for each
                quarterly period ended subsequent to the date of the latest financial
                statements delivered pursuant to paragraph (i) above as to which
                such
                financial statements are available.

            


    

     

    
      	
              (c)

            	
              The
                Lenders shall have received the legal opinions listed below (addressed
                to
                the Finance Parties and substantially in the form distributed to
                the
                Original Lenders prior to signing this Agreement), any other legal
                opinions, documents and other instruments or certificates as are
                customary
                for transactions of this type or as they may reasonably
                request:

            


    

     

    
      	 	
              (i)

            	
              A
                legal opinion of White & Case, legal advisers to the Arrangers and the
                Agent in England as to the enforceability of this
                Agreement;

            


    

     

    
      	 	
              (ii)

            	
              A
                legal opinion of Mello, Jones & Martin, legal advisers to the Arranger
                and the Agent in Bermuda as to capacity and due execution of those
                Obligors incorporated in Bermuda and the enforceability of this Agreement;
                

            


    

     

    
      	 	
              (iii)

            	
              A
                legal opinion of Loyens &Loeff, legal advisers to the Arrangers and
                the Agent in The Netherlands as to capacity and due execution of
                those
                Obligors incorporated in The Netherlands and the enforceability of
                this
                Agreement;

            


    

     

    
      	 	
              (iv)

            	
              A
                legal opinion of Linklaters Loesch, legal advisers to the Borrower
                in
                Luxembourg as to capacity and due execution of those Obligors incorporated
                in Luxembourg and the enforceability of this Agreement;
                

            


    

     

    
      	 	
              (v)

            	
              A
                legal opinion of in-house legal counsel to the Parent Guarantor in
                the
                United States as to its capacity to enter into and due execution
                of this
                Agreement; and

            


    

     

    
      	 	
              (vi)

            	
              A
                legal opinion of White & Case LLP, legal advisors to Arrangers and the
                Agent in the United States as to the enforceability of this
                Agreement.

            


    

     


    
      
        
        

      

      
        -84-

        
          

        

      

      
        
        

      

    


    


     

    
      	
              (d)

            	
              The
                Agent shall have received a certificate, dated as at a date on or
                after
                the date of this Agreement and on or prior to the Closing Date and
                signed
                by the president, a vice president or a financial officer of the
                Borrower
                and each of the Original Guarantors,
                confirming:

            


    

     

    
      	 	
              (i)

            	
              that
                the representations and warranties in the Finance Documents shall
                be true
                and correct in all material respects (provided that representations
                and
                warranties with a materiality qualification shall be true and correct)
                on
                and as of the Closing Date; 

            


    

     

    
      	 	
              (ii)

            	
              that
                there is no continuing Default under the Finance Documents or continuing
                default under the Qualifying NL Holdco Notes or the Lux Holdco Note
                at the
                date of such certificate or immediately after giving effect to the
                Finance
                Documents; 

            


    

     

    
      	 	
              (iii)

            	
              that
                each copy document provided is correct, complete and in full force
                and
                effect; 

            


    

     

    
      	 	
              (iv)

            	
              the
                entering into of the Facility would not cause any borrowing or
                guaranteeing limit in the constitutional documents of the Borrower
                or any
                Original Guarantor to be exceeded; and


            


    

     

    
      	 	
              (v)

            	
              the
                solvency of the Borrower and each of the Original
                Guarantors.

            


    

     

    
      	
              (e)

            	
              The
                Arrangers, the Lenders and the Agent shall have received all fees
                due and
                payable on or prior to the Closing Date and all out-of-pocket expenses
                required to be reimbursed or paid by the Borrower or the Original
                Guarantors for which invoices have been presented not less than two
                Business Days before the Closing
                Date.

            


    

     

    (f) The
      Agent
      shall have received:

     

    
      	 	
              (i)

            	
              copies
                of the Borrower’s and each Original Guarantor’s constitutional documents,
                certificates of incorporation and a certificate of good standing
                (if
                applicable); 

            


    

     

    
      	 	
              (ii)

            	
              a
                copy of a resolution of the Board of Directors of the Borrower and
                each
                Original Guarantor:

            


    

     

    
      	 	
              (A)

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

            


    

     

    
      	 	
              (B)

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

            


    

     

    
      	 	
              (C)

            	
              authorising
                a specified person or persons, on its behalf, to sign and/or despatch
                all
                documents and notices (including, 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.;

            


    

     


    
      
        
        

      

      
        -85-

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (iii)

            	
              to
                the extent such resolutions are required by local corporate law,
                a copy of
                a resolution of the shareholders of each Original Guarantor and a
                copy of
                a board resolution of any corporate shareholder of any Original Guarantor,
                in each case approving the terms of, and the transactions contemplated
                by,
                the Finance Documents; and 

            


    

     

    
      	 	
              (iv)

            	
              a
                specimen of the signature of each Person authorised on behalf of
                the
                Borrower and each Original Guarantor to execute or witness the execution
                of any Finance Document or to sign or send any document or notice
                in
                connection with any Finance
                Document.

            


    

     

    
      	
              (g)

            	
              The
                Borrower and each Original Guarantor shall have provided the Agent
                with
                evidence of the appointment of an agent for service of process in
                England
                and Wales.

            


    

     


    
      
        
        

      

      
        -86-

        
          

        

      

      
        
        

      

    


    


     

    Part
      2  Conditions
      Precedent Required to be Delivered by an Additional
      Guarantor

     

    
      	
              1.

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

            


    

     

    
      	
              2.

            	
              A
                copy of the constitutional documents of the Additional
                Guarantor.

            


    

     

    
      	
              3.

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

            


    

     

    
      	 	
              (A)

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

            


    

     

    
      	 	
              (B)

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

            


    

     

    
      	 	
              (C)

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

            


    

     

    
      	
              4.

            	
              To
                the extent that it is required by local corporate law, a copy of
                a
                resolution of the shareholders of the Additional Guarantor and a
                copy of a
                board resolution of any corporate shareholder of the Additional Guarantor,
                in each case approving the terms of, and the transactions contemplated
                by,
                the Finance Documents.

            


    

     

    
      	
              5.

            	
              A
                specimen of the signature of each Person authorised on behalf of
                the
                Additional Guarantor to execute or witness the execution of Accession
                Letter or to sign or send any document or notice in connection with
                it.

            


    

     

    
      	
              6.

            	
              A
                certificate of the Additional Guarantor (signed by a director) confirming
                that guaranteeing the Total Commitments would not cause any guaranteeing
                limit in its constitutional documents to be
                exceeded.

            


    

     

    
      	
              7.

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

            


    

     

    
      	
              8.

            	
              A
                legal opinion of the legal advisers to the Arrangers and the Agent
                in
                England. 

            


    

     

    
      	
              9.

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

            


    

     

    
      	
              10.

            	
              If
                the proposed Additional Guarantor is incorporated in a jurisdiction
                other
                than England and Wales, evidence that the process agent specified
                in
                Clause 38.2 (Service
                of process),
                if not an Obligor, has accepted its appointment in relation to the
                proposed Additional Guarantor.

            


    

     


    
      
        
        

      

      
        -87-

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      3

     

    REQUESTS

     

    Part
      1  Utilisation
      Request

     

    From: BMS
      Omega
      Bermuda Holdings Finance Ltd.

     

    To: The
      Royal
      Bank of Scotland plc

     

    Dated

     

    Dear
      Sirs

     

    BMS
      Omega Bermuda Holdings Finance Ltd.- $2,500,000,000 Facility
      Agreement

    dated
      5 August 2005 (the
      “Agreement”)

     

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

      

    

     

    
      
        2.  
           We
          wish
          to borrow a [Tranche A/Tranche B] Loan on the following
          terms:

      

    

     

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

     

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

     

    Interest
      Period: [             ]

     

    
      
        3. 
           We
          confirm that each applicable condition specified in Clause 4.2 (Further
          conditions precedent)
          is
          satisfied on the date of this Utilisation Request.

      

    

     

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

     

    5.   
      This
      Utilisation Request is irrevocable.

     

    Yours
      faithfully

     

    


     

    .......................................

     

    authorised
      signatory for

    BMS
      Omega
      Bermuda Holdings Finance Ltd.

     


    
      
        
        

      

      
        -88-

        
          

        

      

      
        
        

      

    


    


     

    Part
      2  Selection
      Notice

     

    From: BMS
      Omega
      Bermuda Holdings Finance Ltd.

     

    To: The
      Royal
      Bank of Scotland plc

     

    Dated

     

    Dear
      Sirs

     

    BMS
      Omega Bermuda Holdings Finance Ltd. - $2,500,000,000 Facility Agreement


    dated
      5 August 2005 (the
      “Agreement”)

     

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

      

    

     

    
      
        2.   We
          refer
          to the following [Tranche A/Tranche B● ]
          Loan[s]
          with an Interest Period ending on [ ]* .

      

    

     

    
      
        3.  
          [We
          request that the above Loan[s] be divided into
          [             ]
          Loans with the following 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 

    BMS
      Omega
      Bermuda Holdings Finance Ltd.

     

    _______________________

    
      
        ●  Only
          Loans under the same Tranche can be the subject of a Selection
          Notice.

      

      
        *  Insert
          details of all Loans which have an Interest Period ending on the same
          date.

      

      
        **  Use
          this
          option if division of Loans is requested.

      

      
        ***  Use
          this
          option if sub-division is not required.

      

    

     

     


    
      
        
        

      

      
        -89-

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      4  

     

    MANDATORY
      COST FORMULA

     

    
      	
              1.

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

            


    

     

    
      	
              2.

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

            


    

     

    
      	
              3.

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

            


    

     

    
      	
              4.

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

            


    

     

    E
      x 0.01   per cent. per annum.

      
300

     

    Where:

     

    
      	 	
              E

            	
              is
                designed to compensate Lenders for amounts payable under the Fees
                Rules
                and is calculated by the Agent as being the average of the most recent
                rates of charge supplied by the Reference Banks to the Agent pursuant
                to
                paragraph 6 below and expressed in pounds per
                £1,000,000.

            


    

     

    
      	
              5.

            	For
              the purposes of this Schedule:


    

     

    
      	 	
              (a)

            	
              “Special
                Deposits”
                has the meaning given to it 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

            


    

     


    
      
        
        

      

      
        -90-

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (d)

            	
              “Tariff
                Base”
                has the meaning given to it in, and will be calculated in accordance
                with,
                the Fees Rules.

            


    

     

    
      	
              6.

            	
              Each
                rate calculated in accordance with the formula set out in paragraph
                4
                above, will, if necessary, be rounded upwards to four decimal
                places.

            


    

     

    
      	
              7.

            	
              If
                requested by the Agent, each Reference Bank shall, as soon as practicable
                after publication by the Financial Services Authority, supply to
                the
                Agent, the rate of charge payable by that Reference Bank to the Financial
                Services Authority pursuant to the Fees Rules in respect of the relevant
                financial year of the Financial Services Authority (calculated for
                this
                purpose by that Reference Bank as being the average of the Fee Tariffs
                applicable to that Reference Bank for that financial year) and expressed
                in pounds per £1,000,000 of the Tariff Base of that Reference
                Bank.

            


    

     

    
      	
              8.

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

            


    

     

    (a) the
      jurisdiction of its Facility Office; and

     

    
      	 	
              (a)

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

            


    

     

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

     

    
      	
              9.

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

            


    

     

    
      	
              10.

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

            


    

     

    
      	
              11.

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

            


    

     

    
      	
              12.

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

            


    

     

    
      	
              13.

            	
              The
                Agent may from time to time, after consultation with the Borrower
                and the
                Lenders, determine and notify to all Parties any amendments which
                are
                required to be made to the formula set out in paragraph 4 of 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,


            


    

     


    
      
        
        

      

      
        -91-

        
          

        

      

      
        
        

      

    


    in
      any
      case, any other authority which replaces all or any of its functions) and any
      such determination shall, in the absence of manifest or proven error, be
      conclusive and binding on all Parties.

     


    
      
        
        

      

      
        -92-

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      5  

     

    FORM
      OF TRANSFER CERTIFICATE

     

    


     

    
      
        	
                To:

              	
                The
                  Royal Bank of Scotland plc as
                  Agent

              


      

    

     

    
      	
              From:

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

            


    

     

    Dated

     

    BMS
      Omega Bermuda Holdings Finance Ltd. - $2,500,000,000 Facility
      Agreement

    dated
      5 August 2005 (the
      “Agreement”)

     

    
      	
              1.

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

            


    

     

    
      	
              2.

            	
              We
                refer to Clause 23.5 (Procedure for
                transfer):

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              The
                proposed Transfer Date is
                [         ].

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	
              3.

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

            


    

     

    
      	
              4.

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

            


    

     

    
      	
              5.

            	
              This
                Transfer Certificate is governed by English law.
                

            


    

     

    
      	
              6.

            	
              We
                confirm that [we have received the consent of the Borrower to the
                transfer
                the subject of this Transfer Certificate/consent of the Borrower
                was
                requested on [ ] being at least ten (10) Business Days prior to the
                date
                hereof and such consent not having been expressly refused, the Borrower
                is
                deemed to have given its consent/consent of the Borrower is not required
                pursuant to paragraph (a) of Clause 23.2 (Conditions of assignment,
                transfer or change in Facility Office) in the circumstances of this
                transfer].*delete as necessary

            


    

     


    
      
        
        

      

      
        -93-

        
          

        

      

      
        
        

      

    

     

    THE
      SCHEDULE

     

    Commitment/rights
      and obligations to be transferred

     

    [insert
      relevant details]
      

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

     

    [Existing
      Lender]             [New
      Lender]

     

    By:                  By:

     

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

     

    The
      Royal
      Bank of Scotland plc

     

    By:

     

    


     


    
      
        
        

      

      
        -94-

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      6

     

    FORM
      OF ACCESSION LETTER

     

    To: The
      Royal
      Bank of Scotland plc as Agent

     

    From: [Finance
      Subsidiary]
      and BMS
      Omega Bermuda Holdings Finance Ltd.

     

    Dated

     

    Dear
      Sirs

     

    BMS
      Omega Bermuda Holdings Finance Ltd. - $2,500,000,000 Facility
      Agreement

    dated
      5 August 2005 (the
      “Agreement”)

     

    
      	
              1.

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

            


    

     

    
      	
              2.

            	
              [Finance Subsidiary]
                agrees to become an Additional Guarantor and to be bound by the terms
                of
                the Agreement as an Additional Guarantor pursuant to Clause 24.2
                (Additional
                Guarantors)
                of the Agreement. [Finance Subsidiary]
                is a company duly incorporated under the laws of [name
                of relevant jurisdiction].

            


    

     

    
      	
              3.

            	
              [Finance 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.]

     

    BMS
      Omega
      Bermuda Holdings Finance Ltd. [Finance
      Subsidiary]

     


    
      
        
        

      

      
        -95-

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      7  

     

    FORM
      OF RESIGNATION LETTER

     

    To:    
      The
      Royal
      Bank of Scotland plc as Agent

     

    From: [resigning
      Obligor]
      and BMS
      Omega Bermuda Holdings Finance Ltd.

     

    Dated

     

    Dear
      Sirs

     

    BMS
      Omega Bermuda Holdings Finance Ltd. - $2,500,000,000 Facility
      Agreement

    dated
      5 August 2005 (the
      “Agreement”)

     

    
      	
              1.

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

            


    

     

    
      	
              2.

            	
              Pursuant
                to Clause 24.4 (Resignation
                of a Guarantor),
                we request that [resigning
                Obligor]
                be released from its obligations as a Guarantor under the
                Agreement.

            


    

     

    
      	
              3.

            	
              We
                confirm that no Default is continuing or would result from the acceptance
                of this request.

            


    

     

    
      	
              4.

            	
              This
                Resignation Letter is governed by English
                law.

            


    

     

    BMS
      Omega
      Bermuda Holdings Finance Ltd.     [resigning
      Guarantor]

     

    By:                  
By:

     


    
      
        
        

      

      
        -96-

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      8  

     

    FORM
      OF COMPLIANCE CERTIFICATE

     

    To:
       The
      Royal
      Bank of Scotland plc as Agent

     

    From: [Parent
      Guarantor/Primary Guarantor/Borrower]

     

    Dated

     

    Dear
      Sirs

     

    BMS
      Omega Bermuda Holdings Finance Ltd. - $2,500,000,000 Facility
      Agreement

    dated
      5 August 2005 (the
      “Agreement”)

     

    
      	
              1.

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

            


    

     

    
      	
              2.

            	
              We
                confirm that:

            


    

     

    Primary
      Guarantor Financial Covenants

     

    The
      Primary Guarantor [has/has not] complied with the Financial Covenants applicable
      to it set out in Clause 20.1 (Primary
      Guarantor Financial Covenants).

     

    [If
      the
      Primary Guarantor has not complied with the Financial Covenants applicable
      to it
      set out in Clause 20.1 (Primary
      Guarantor Financial Covenants),
      give
      details of non-compliance, whether non-compliance is continuing and any steps
      taken to remedy non-compliance:]

     

    Parent
      Guarantor Financial Covenant

     

    The
      Parent Guarantor [has/has not] complied with the Financial Covenant applicable
      to it set out in Clause 20.2 (Parent
      Guarantor and Borrower Financial Covenants).

     

    [If
      the
      Parent Guarantor has not complied with the Financial Covenant applicable to
      it
      set out in Clause 20.2 (Parent
      Guarantor and Borrower Financial Covenants),
      give
      details of non-compliance, whether non-compliance is continuing and any steps
      taken to remedy non-compliance:]

     

    Borrower
      Financial Covenant

     

    The
      Borrower [has/has not] complied with the Financial Covenant applicable to it
      set
      out in Clause 20.2 (Parent
      Guarantor and Borrower Financial Covenants).

     

    [If
      the
      Borrower has not complied with the Financial Covenant applicable to it set
      out
      in Clause 20.2 (Parent
      Guarantor and Borrower Financial Covenants),
      give
      details of non-compliance, whether non-compliance is continuing and any steps
      taken to remedy non-compliance:]

     


    
      
        
        

      

      
        -97-

        
          

        

      

      
        
        

      

    


    


     

    Signed:  ________________________

     

    Director
      of

     

    [Parent
      Guarantor/Primary Guarantor/Borrower] 

     

    


     

    [Endorsed
      by the Parent Guarantor

     

    


     

    ____________________________

    Director
      of Parent Guarantor]

     


    
      
        
        

      

      
        -98-

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      9

     

    TIMETABLES

     

    
      	
              Delivery
                of a duly completed Utilisation Request (Clause 5.1

               (Delivery
                of a Utilisation Request)

               

              or

               

              a
                Selection Notice (Clause 9.1 (Selection of Interest Periods))
                

            	
              3
                p.m., three Business Days prior to the Utilisation Date (in relation
                to a
                Utilisation Request)

               

               

               

              3
                p.m., three Business Days prior to the end of the current Interest
                Period
                (in relation to a Selection Notice)

            
	
               

              Agent
                notifies the Lenders of the Loan in accordance with 

              Clause 5.4
                (Lenders’ participation)

            	
               

              5
                p.m., three Business Days prior to the Utilisation Date (in relation
                to a
                Utilisation Request)

            
	
               

              LIBOR
                is fixed

            	
               

              Quotation
                Day as of 11:00 a.m. London time

            


    

    


     


    
      
        
        

      

      
        -99-

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      10

     

    FORM
      OF CONFIDENTIALITY UNDERTAKING

     

    


     

    From: [Existing
      Lender]

     

    


     

     

    To:

     

    [insert
      name of Potential Lender]

     

    


     

    Re:

     

    
      	
              Borrower:
                

            	
              BMS
                Omega Bermuda Holdings Finance Ltd (the “Borrower”).

               

            
	
              Guarantors:

            	
              BMS
                Pharmaceutical Netherlands Holdings B.V. (the “Primary Guarantor”),
                Bristol-Myers Squibb Company (the “Parent Guarantor”) and Bristol-Myers
                Squibb Luxembourg International SCA.

               

            
	
              Facility:

            	
              US$
                2,500,000,000 Term Loan Facility

            


    

    


     

    


     

    Dear
      Sirs

     

    We
      understand that you are considering acquiring an interest in the Facility.
      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
                keep confidential and not disclose to anyone the fact that the
                Confidential Information has been made available or that discussions
                or
                negotiations are taking place or have taken place between us in connection
                with the Facility;

            


    

     

    
      	 	
              (c)

            	
              to
                use the Confidential Information only for the Permitted
                Purpose;

            


    

     


    
      
        
        

      

      
        -100-

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (d)

            	
              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. 

            


    

     

    
      	
              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;

            


    

     

    
      	 	
              (b)
                

            	
              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

            


    

     

    
      	 	
              (c)

            	
              with
                the prior written consent of us and the
                Company.

            


    

     

    
      	
              3.

            	
              
                Notification
                  of Required or Unauthorised
                  Disclosure 

              

            


    

     

    You
      agree
      (to the extent permitted by law) to inform us and the Borrower 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 

              

            


    

     

    Should
      you decide not to acquire an interest in the Facility, you shall return to
      us
      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 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
      transfer) a direct interest in the Facility or (b) (where (a) does not apply)
      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).

     


    
      
        
        

      

      
        -101-

        
          

        

      

      
        
        

      

    


    


     

    
      	
              6.

            	
              
                No
                  Representation; Consequences of Breach,
                  etc 

              

            


    

     

    You
      acknowledge and agree that:

     

    
      	 	
              (a)

            	
              neither
                we nor any of our officers, employees or advisers nor (except as
                provided
                in the Facility) the members of the Group or any of their 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 and the Borrower in relation to the information which is 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 you, us and the Borrower.

     

     

      	
              8.

            	
              
                Material
                  Non-public
                  Information 

              

            


    

     

    You
      acknowledge that some or all of the Confidential Information is or may be
      price-sensitive or material non-public information and that the use of such
      information may be regulated or prohibited by applicable legislation, including
      legislation relating to insider dealing, and you undertake to use any
      Confidential Information only in accordance with your compliance policies and
      contractual obligations and applicable law, including United States federal
      and
      state securities laws.

     

     

      	
              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, and may be enforced and relied upon by, the Borrower, the Guarantors and
      each other member of the Group. 

     


    
      
        
        

      

      
        -102-

        
          

        

      

      
        
        

      

    


    


     

    
      	
              10.

            	
              
                Third
                  party
                  rights 

              

            


    

     

    
      	 	
              (a)

            	
              Subject
                to paragraph 6 and paragraph 9 the terms of this letter may be enforced
                and relied upon only by you and us and the operation of the Contracts
                (Rights of Third Parties) Act 1999 is
                excluded.

            


    

     

    
      	 	
              (b)

            	
              Notwithstanding
                any provisions of this letter, the parties to this letter do not
                require
                the consent of any Relevant Person or any member of the Group other
                than
                the Borrower to rescind or vary this letter at any
                time.

            


    

     

    
      	
              11.

            	
              
                Governing
                  Law and
                  Jurisdiction

              

            


    

     

    This
      letter (including the agreement constituted by your acknowledgement of its
      terms) shall be governed by and construed in accordance with the English law
      and
      the parties submit to the non-exclusive jurisdiction of the English court,
      [which shall have jurisdiction over all litigations relating to the present
      undertaking].

     

    
      	
              12.

            	
              
                Definitions  

              

            


    

     

    In
      this
      Confidentiality Undertaking (including the acknowledgement set out below)
      capitalised terms not defined in this paragraph have the meanings attributed
      to
      them in the Facility Agreement. To the extent of any inconsistency between
      a
      term defined in this Confidentiality Agreement and in the Facility Agreement,
      the term as defined in this Confidentiality Agreement shall prevail and:


     

    “Confidential
      Information”
means
      any information relating to the Borrower, the Guarantors, the Group, and the
      Facility including, without limitation, the information package, 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 us or 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;

     

    “Facility
      Agreement”
means
      the agreement entered into in relation to the provision of the Facility to
      the
      Borrower;

     

    “Group”
means
      the Parent Guarantor and its subsidiaries from time to time;

     

    “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); and

     

    “Permitted
      Purpose”
means
      considering and evaluating whether to enter into the Facility.

     

    Please
      acknowledge your agreement to the above by signing and returning the enclosed
      copy.

     


    
      
        
        

      

      
        -103-

        
          

        

      

      
        
        

      

    


    


     

    


     

    Yours
      faithfully

     

    


     

    [Existing
      Lender]

     

    


     

    
      	
              To:

            	
              [Existing
                Lender]: 

            


    

      
The
      Company and each
      other member of the Group

     

    


     

    We
      acknowledge and agree to the above:

     

    


     

    


     

    ................................

     

    For
      and
      on behalf of

    [Potential
      Lender]

     


    
      
        
        

      

      
        -104-

        
          

        

      

      
        
        

      

    


    SIGNATORIES

     

    The
      Borrower

     

    


     

    Signed
      by:  RODERICK
      FORREST   duly authorised

     

    for
      and
      on behalf of BMS
      OMEGA BERMUDA HOLDINGS FINANCE LTD.

     

    in
      the
      presence of:  
      IAN
      STONE

     

     

    Borrower’s
      Address: Chancery Hall, 52 Reid Street, Hamilton HM12, Bermuda

     

    Fax:
         441
      292
      8899

     

    Attention:  Roderick
      Forrest

     

    


     

    The
      Original Guarantors

     

    Signed
      for and on behalf of 

    BRISTOL-MYERS
      SQUIBB COMPANY 

    


    
      
        	
                By:

              	
                E.M.
                  DWYER

              	 	
                By:

              	
                SANDRA
                  LEUNG

              
	
                Name:

              	
                E.M.
                  Dwyer

              	 	
                Name:

              	
                Sandra
                  Leung

              
	
                Title:

              	
                V-P
                  Treasurer

              	 	
                Title:

              	
                Vice
                  President and Corporate
                  Secretary

              


      

    

     

     

    Signed
      for and on behalf of

    BMS
      PHARMACEUTICALS NETHERLANDS HOLDINGS B.V.

     

    
      
        	
                By:

              	
                M.E.
                  DOESWIJK

              
	
                Name:

              	
                M.
                  E. Doeswijk

              
	
                Title:

              	
                Director

              
	
                Date:

              	
                August
                  5th,
                  2005

              


      

    

     


    
      
        
        

      

      
        -105-

        
          

        

      

      
        
        

      

    


    


     

    BRISTOL-MYERS
      SQUIBB LUXEMBOURG INTERNATIONAL SCA 

     

    
      
        	
                Represented
                  By:

              	
                MR
                  PATRICK VAN DENZEN

              
	
                Name:

              	
                Mr
                  Patrick Van Denzen

              
	
                Title:

              	
                Authorized
                  Officer

              


      

    

    


     

    


     

    Signed
      by:  RODERICK
      FORREST duly authorised

     

    for
      and
      on behalf of BRISTOL-MYERS
      SQUIBB SIGMA FINANCE LIMITED

     

    in
      the
      presence of:  

     

    Witness:
      IAN STONE

     

    


     

    The
      Arrangers 

     

    BNP
      PARIBAS

     

    
      
        	
                By:

              	
                SIMON
                  ALLOCCA

              	 	
                By:

              	
                MARK
                  WATERS

              
	
                Name:

              	
                Simon
                  Allocca

              	 	
                Name:

              	
                Mark
                  Waters

              


      

    

     

    


     

    THE
      ROYAL BANK OF SCOTLAND plc

     

    By:  KIERAN
      RYAN

     

    Name: 
Kieran
      Ryan

     

    Title:  Senior
      Director, Loan Markets

     


    
      
        
        

      

      
        -106-

        
          

        

      

      
        
        

      

    


    


     

    


     

    The
      Agent

     

    THE
      ROYAL BANK OF SCOTLAND plc

     

    By:   TONY
      BENNETT

    


     

    Name:  Tony
      Bennett

     

    Title:  Associate
      Director

     

    


     

    Address:   LONDON
      CORPORATE SERVICE CENTRE

    PO
      BOX
      39952

    3RD
      FLOOR

    21/2
      DEVONSHIRE SQUARE

    LONDON
      EC2M 4XJ

     

    Fax:     
+44
      20
      7615 7673

     

    Attention:    LOANS
      ADMINISTRATION - AGENCY

     

    


     


    
      
        
        

      

      
        -107-

        
          

        

      

      
        
        

      

    


    The
      Original Lenders

     

    BNP
      PARIBAS IRELAND

     

    
      
        	
                By:

              	
                FRANCOIS
                  VAN DEN BOSCH

              	 	
                By:

              	
                DEIRDRE
                  GEOGHEGAN

              
	
                Name:

              	
                Francois
                  Van Den Bosch

              	 	
                Name:

              	
                Deirdre
                  Geoghegan

              
	
                Title:

              	
                Head
                  Of Territory

              	 	
                Title:

              	
                Head
                  Of Offshore

              


      
 

    


     

    THE
      ROYAL BANK OF SCOTLAND plc

     

    
      
        	
                By:

              	
                IAIN
                  STEWART

              
	
                Name:

              	
                Iain
                  Stewart

              
	
                Title:

              	
                Senior
                  Vice President

              


      
 

    


     

    DEUTSCHE
      BANK AG, LONDON BRANCH

     

    
      
        	
                By:

              	
                MICHAEL
                  STARMER-SMITH

              	 	
                By:

              	
                ANDREAS
                  BUBENZER

              
	
                Name:

              	
                Michael
                  Stramer-Smith

              	 	
                Name:

              	
                Andreas
                  Bubenzer

              
	
                Title:

              	
                Managing
                  Director

              	 	
                Title:

              	
                Assistant
                  Vice President

              


      

    

    


     

    HSBC
      BANK USA, NATIONAL ASSOCIATION

     

    
      
        	
                By:

              	
                JEFFREY
                  WIESER

              
	
                Name:

              	
                Jeffrey
                  Wieser

              
	
                Title:

              	
                Senior
                  Vice President

              


      
 

    


     

    THE
      BANK OF TOKYO-MITSUBISHI, LTD., NY BRANCH

     

    

      
        	
                By:

              	
                SPENCER
                  HUGHES

              
	
                Name:

              	
                Spencer
                  Hughes

              
	
                Title:

              	
                Authorized
                  Signatory

              


      

    

     


    
      
        
        

      

      
        -108-

        
          

        

      

      
        
        

      

    


    


     

    


     

    ABN
      AMRO BANK N.V.

     

    
      
        	
                By:

              	
                ROBERT
                  H. STEELMAN

              	 	
                By:

              	
                KEVIN
                  LEGALLO

              
	
                Name:

              	
                Robert
                  H. Steelman

              	 	
                Name:

              	
                Kevin
                  Legallo

              
	
                Title:

              	
                Director

              	 	
                Title:

              	
                Assistant
                  Vice President

              


      
 

    


     

    BANCO
      SANTANDER CENTRAL HISPANO, S.A.

     

    

      
        	
                By:

              	
                FRANK
                  G. ENGLISH, IV

              	 	
                By:

              	
                KAREN
                  WAGNER

              
	
                Name:

              	
                Frank
                  G. English, IV

              	 	
                Name:

              	
                Karen
                  Wagner

              
	
                Title:

              	
                Managing
                  Director

                Global
                  Corporate Banking

              	 	
                Title:

              	
                Vice
                  President

              


      



     

    BANK
      OF AMERICA, N.A.

     

    

      
        	
                By:

              	
                CRAIG
                  MURLLESS

              
	
                Name:

              	
                Craig
                  Murlless

              
	
                Title:

              	
                Senior
                  Vice President

              


      
 

    


     

    BARCLAYS
      BANK PLC

     

    
      
        	
                By:

              	
                ALISON
                  MCGUIGAN

              
	
                Name:

              	
                Alison
                  Mcguigan

              
	
                Title:

              	
                Associate
                  Director

              


      
 

    


     

    CALYON

     

    

      
        	
                By:

              	
                P.
                  SHARP

              	 	
                By:

              	
                GLEN
                  BARNES

              
	
                Name:

              	
                P.
                  Sharp

              	 	
                Name:

              	
                Glen
                  Barnes

              
	
                Title:

              	
                Chief
                  Analyst

              	 	
                Title:

              	
                Deputy
                  Head, Risk
                  Management

              


      
 


    
      
        
        

      

      
        -109-

        
          

        

      

      
        
        

      

    


    


     

    CITIBANK,
      N.A.

     

    

      
        	
                By:

              	
                CHRISTOPHER
                  L. SNIDER

              
	
                Name:

              	
                Christopher
                  Ll. Snider

              
	
                Title:

              	
                Vice
                  President, GRB Consumer And
                  Healthcare

              


      
 

    


     

    FORTIS
      BANK SA/NV

     

    

      
        	
                By:

              	
                INGE
                  VAKTSKJOLD

              	 	
                By:

              	
                GEOFF
                  MURISON

              
	
                Name:

              	
                Inge
                  Vaktskjold

              	 	
                Name:

              	
                Geoff
                  Murison

              
	
                Title:

              	
                Director

              	 	
                Title:

              	
                Director

              


      
 

    


     

    JPMORGAN
      CHASE BANK

     

    

      
        	
                By:

              	
                STEPHANIE
                  PARKER

              
	
                Name:

              	
                Stephanie
                  Parker

              
	
                Title:

              	
                Vice
                  President

              


      

    

    


     

    MIZUHO
      CORPORATE BANK (USA)

     

    

      
        	
                By:

              	
                RAYMOND
                  VENTURA

              
	
                Name:

              	
                Raymond
                  Ventura

              
	
                Title:

              	
                Senior
                  Vice President

              


      
 

     

    MORGAN
      STANLEY BANK

     

    

      
        	
                By:

              	
                DANIEL
                  TWENGE

              
	
                Name:

              	
                Daniel
                  Twenge

              
	
                Title:

              	
                Vice
                  President

              


      

    

     


    
      
        
        

      

      
        -110-

        
          

        

      

      
        
        

      

    


     

    


     

    SANPAOLO
      IMI S.p.A.

     

    
      
        	
                By:

              	
                CATHY
                  R. LESSE

              	 	
                By:

              	
                RENATO
                  CARDUCCI

              
	
                Name:

              	
                Cathy
                  R. Lesse

              	 	
                Name:

              	
                Renato
                  Carducci

              
	
                Title:

              	
                Vice
                  President

              	 	
                Title:

              	
                General
                  Manager

              


      

    

    


     

    UBS
      AG, LONDON BRANCH

     

    
      
        	
                By:

              	
                A.
                  SUDLOW

              	 	
                By:

              	
                J.
                  CAMPBELL

              
	
                Name:

              	
                A.
                  Sudlow

              	 	
                Name:

              	
                J.
                  Campbell

              
	
                Title:

              	
                Executive
                  Director

              	 	
                Title:

              	
                Director

              


      
 

     

    WACHOVIA
      BANK, NATIONAL ASSOCIATION

     

    
      
        	
                By:

              	
                JEANETTE
                  A. GRIFFIN

              
	
                Name:

              	
                Jeanette
                  A. Griffin

              
	
                Title:

              	
                Director

              


      

    

    


     

    BANCO
      BILBAO VIZCAYA ARGENTARIA S.A.

     

    
      
        	
                By:

              	
                GIAMPAOLO
                  CONSIGLIERE

              	 	
                By:

              	
                HECTOR
                  O. VILLEGAS

              
	
                Name:

              	
                Giampaolo
                  Consigliere

              	 	
                Name:

              	
                Hector
                  O. Villegas

              
	
                Title:

              	
                Vice
                  President

              	 	
                Title:

              	
                Vice
                  President

              


      

    

    
 

    THE
      GOVERNOR AND COMPANY OF THE BANK OF IRELAND

     

    
      
        	
                By:

              	
                CIARAN
                  DOYLE

              	 	
                By:

              	
                GARETH
                  MAGEE

              
	
                Name:

              	
                Ciaran
                  Doyle

              	 	
                Name:

              	
                Gareth
                  Magee

              
	
                Title:

              	
                Deputy
                  Manager

              	 	
                Title:

              	
                Manager

              


      

    

     


    
      
        
        

      

      
        -111-

        
          

        

      

      
        
        

      

    


    


     

    WILLIAM
      STREET CREDIT CORPORATION

     

    

      
        	
                By:

              	
                MARK
                  WALTON

              
	
                Name:

              	
                Mark
                  Walton

              
	
                Title:

              	
                Assistant
                  Vice President

              


      
 

    


     

    BANCA
      MONTE DEI PASCHI DI SIENA S.P.A

     

     

      
        	
                By:

              	
                PIERO
                  MANFRIANI

              
	
                Name:

              	
                Piero
                  Manfriani

              
	
                Title:

              	
                Senior
                  Executive Vice President

              


      

    

    


     

    BANCA
      INTESA S.p.A., LONDON BRANCH

     

    

      
        	
                By:

              	
                STEPHEN
                  BYRNE

              	 	
                By:

              	
                UZLIWDA
                  HARRIS

              
	
                Name:

              	
                Stephen
                  Byrne

              	 	
                Name:

              	
                Uzliwda
                  Harris

              
	
                Title:

              	
                Manager

              	 	
                Title:

              	
                Manager

              


      

    

     

    


     

    THE
      BANK OF NEW YORK

     

     

      
        	
                By:

              	
                THOMAS
                  J. MCCORMACK

              
	
                Name:

              	
                Thomas
                  J. McCormack

              
	
                Title:

              	
                Vice
                  President

              


      

    

     

    

       

    

    
      
         

      

      
        -112-