**Exhibit10.16**
|  |   | **LIMITED  LIABILITY PARTNERSHIP** |
|--|--------|------------------------------------|

 

**CONFORMED COPY**(incorporating amendments made on 5 December 2006)

 

 

22 NOVEMBER 2006

 

 

For

SIRONA DENTALSYSTEMS, INC.

arranged by

J.P. MORGAN PLC

and

UBS LIMITED

with

JPMORGAN CHASEBANK, N.A.

and

UBS LIMITED

acting as OriginalLenders

and

J.P. MORGAN PLC

and

UBS LIMITED

acting asBookrunner

and

J.P. MORGAN EUROPELIMITED

acting as Facility Agent

 

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EUR 275,000,000 AND USD300,000,000

SENIOR FACILITIESAGREEMENT

 

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**CONTENTS**
| **Clause** | ** **                                                                            | **Page** |
|------------|---------------------------------------------------------------------------------------|----------|
|       |                                                                                  |     |
| 1.         | Definitions And Interpretation                                                        | 2        |
| 2.         | The Facilities                                                                        | 26       |
| 3.         | Purpose                                                                               | 30       |
| 4.         | Conditions Of Utilisation                                                             | 30       |
| 5.         | Utilisation Of Loans                                                                  | 33       |
| 6.         | Utilisation By Way Of Bank Guarantees                                                 | 34       |
| 7.         | Bank Guarantees                                                                       | 36       |
| 8.         | Optional Currencies                                                                   | 38       |
| 9.         | Ancillary Facilities                                                                  | 39       |
| 10.        | Repayment                                                                             | 43       |
| 11.        | Prepayment And Cancellation                                                           | 44       |
| 12.        | Interest                                                                              | 52       |
| 13.        | Interest Periods And Terms                                                            | 54       |
| 14.        | Changes To The Calculation Of Interest                                                | 55       |
| 15.        | Fees                                                                                  | 57       |
| 16.        | Tax Gross Up And Indemnities                                                          | 58       |
| 17.        | Increased Costs                                                                       | 65       |
| 18.        | Other Indemnities                                                                     | 66       |
| 19.        | Mitigation By The Lenders                                                             | 67       |
| 20.        | Costs And Expenses                                                                    | 67       |
| 21.        | Guarantee And Indemnity                                                               | 69       |
| 22.        | Representations                                                                       | 76       |
| 23.        | Information Undertakings                                                              | 81       |
| 24.        | Financial Covenants                                                                   | 86       |
| 25.        | General Undertakings                                                                  | 90       |
| 26.        | Events Of Default                                                                     | 104      |
| 27.        | Changes To The Lenders                                                                | 111      |
| 28.        | Changes To The Obligors                                                               | 115      |
| 29.        | Role Of The Facility Agent, The Mandated Lead  Arrangers, The Issuing Bank And Others | 118      |
| 30.        | Conduct Of Business By The Finance Parties                                            | 123      |
| 31.        | Sharing Among The Finance Parties                                                     | 124      |

 

 

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| 32.                                       | Payment Mechanics                                  | 127                                                                     |
|-------------------------------------------|----------------------------------------------------|-------------------------------------------------------------------------|
| 33.                                       | Set Off                                            | 129                                                                     |
| 34.                                       | Notices                                            | 130                                                                     |
| 35.                                       | Calculations And Certificates                      | 132                                                                     |
| 36.                                       | Partial Invalidity                                 | 133                                                                     |
| 37.                                       | Remedies And Waivers                               | 133                                                                     |
| 38.                                       | Amendments And Waivers                             | 133                                                                     |
| 39.                                       | Counterparts                                       | 136                                                                     |
| 40.                                       | Usa Patriot Act                                    | 136                                                                     |
| 41.                                       | Governing Law                                      | 137                                                                     |
| 42.                                       | Enforcement                                        | 137                                                                     |
| 43.                                       | Waiver Of Jury Trial                               | 137                                                                     |
|                                      |                                               |                                                                    |
| SCHEDULE 1 THE ORIGINAL LENDER            | 139                                                |
|                                      |                                               |                                                                    |
| SCHEDULE 2 CONDITIONS PRECEDENT           | 140                                                |
|                                      | Part I                                             | Conditions Precedent To Delivery Of A Utilisation  Request              | 140 |
|                                      | Part IA                                            | Conditions Precedent To Drawdown                                        | 141 |
|                                      | Part II                                            | Conditions Precedent Required To Be Delivered By An  Additional Obligor | 143 |
|                                      |                                               |                                                                    |
| SCHEDULE 3 REQUESTS                       | 146                                                |
|                                      | Part IA Utilisation Request Loans                  | 146                                                                     |
|                                      | Part IB Utilisation Request Bank Guarantees        | 147                                                                     |
|                                      | Part II Selection Notice Applicable To A Term Loan | 148                                                                     |
|                                      |                                               |                                                                    |
| SCHEDULE 4 MANDATORY COST FORMULAE        | 149                                                |
|                                      |                                               |
| SCHEDULE 5 FORM OF TRANSFER CERTIFICATE   | 152                                                |
|                                      |                                               |
| SCHEDULE 6 FORM OF ACCESSION LETTER       | 154                                                |
|                                      |                                               |
| SCHEDULE 7 FORM OF RESIGNATION LETTER     | 155                                                |
|                                      |                                               |
| SCHEDULE 8 FORM OF COMPLIANCE CERTIFICATE | 156                                                |
|                                      |                                               |
| SCHEDULE 9 TIMETABLES                     | 158                                                |
|                                      | Part I Loans                                       | 158                                                                     |
|                                      | Part II Bank Guarantees                            | 160                                                                     |
|                                      |                                               |                                                                    |
| SCHEDULE 10 FORM OF LETTER OF CREDIT      | 161                                                |
|                                      |                                               |                                                                    |
| SCHEDULE 11 GUARANTEE PRINCIPLES          | 164                                                |
|                                      |                                               |                                                                    |
| SCHEDULE 12 CERTAIN FUNDS DEFAULTS        | 170                                                |

 

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|        | SCHEDULE 13 OVERVIEW LOANS AND SECURITIES  SUBSIDIARIES | 171    |
|--------|---------------------------------------------------------|--------|
|   |                                                    |   |
|   | SCHEDULE 14 FORM OF CERTIFICATE                         | 173    |

 

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**THIS AGREEMENT**is dated 22 November 2006 and made

**BETWEEN**:

(1)                            **SIRONA DENTAL SYSTEMS, INC.,**an incorporated company withbusiness address 30-00 47th Avenue, Long Island City, New York, NY 11101incorporated in Delaware with tax payer ID 11-3374812  as original guarantor (the “**Company**”);

(2)                            **SCHICK TECHNOLOGIES, INC.,**an incorporated company with business address30-00 47th Avenue, Long Island City, New York, NY 11101 incorporated in NewYork with tax payer ID 11-3106069 as original borrower and original guarantor (“**Schick Technologies, Inc.**”);

(3)                            **SIRONA DENTAL SYSTEMS GMBH,**a limited liability company (*Gesellschaft mit beschränkter Haftung*)incorporated in the Federal Republic of Germany, having its business address atFabrikstr. 31, 64625 Bensheim, Germany, which is registered in the commercialregister (*Handelsregister*) of thelocal court (*Amtsgericht*) ofDarmstadt under HRB 24948 as original borrower and original guarantor (“**Sirona Dental Systems GmbH**”);

(4)                            **SIRONA DENTAL SERVICES GMBH,**a limited liability company(*Gesellschaft mit beschränkter Haftung*)incorporated in the Federal Republic of Germany, having its business address atFabrikstr. 31, 64625 Bensheim, Germany, which is registered in the commercialregister (*Handelsregister*) of thelocal court (*Amtsgericht*) ofDarmstadt  under HRB 25819 as originalborrower and original guarantor (“**SironaDental Services GmbH**”);

(5)                            **SIRONA DENTAL SYSTEMS LLC**, a limited liability company with businessaddress 4835 Sirona Drive, Charolotte, NC 28273, PO Box 410100 incorporated inthe State of North of Carolina with tax payer ID 56-2078958 as originalguarantor (“**Sirona Dental Systems LLC**”);

(6)                            **SIRONA HOLDING GMBH**, a limited liability company (*Gesellschaft mit beschränkter Haftung*)incorporated in the Federal Republic of Germany, having its business address atFabrikstr. 31, 64625 Bensheim, Germany, which is registered in the commercialregister (*Handelsregister*) of thelocal court (*Amtsgericht*) ofDarmstadt under HRB 25817 as original guarantor (**Sirona Holding GmbH**”);

(7)                            **SIRONA IMMOBILIEN GMBH**, a limited liability company (*Gesellschaft mit beschränkter Haftung*)incorporated in the Federal Republic of Germany, having its business address atFabrikstr. 31, 64625 Bensheim, Germany, which is registered in the commercial register(*Handelsregister*) of the localcourt (*Amtsgericht*) of Darmstadtunder HRB 24987 as original guarantor (“**SironaImmobilien GmbH**”);

(8)                            **J.P. MORGAN PLC** and **UBSLIMITED** as mandated lead arrangers (the “**Mandated Lead Arrangers**”);

(9)                            **JPMORGAN CHASE BANK, N.A.** and **UBSLIMITED** as original lenders (the “**OriginalLenders**”); and

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(10)                      **J.P. MORGAN EUROPE LIMITED** as Facility Agent of the Lenders (the “**Facility Agent**”).

**IT IS AGREED**as follows:

**SECTION 1**

**INTERPRETATION**

# 1.                                 **DEFINITIONS AND INTERPRETATION**

## 1.1                           **Definitions**

Inthis Agreement:

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

“**Accounting Principles**” means generallyaccepted accounting principles in the United States of America.

“**Acquisition**” means the acquisition by BlitzF04-506 GmbH of the shares of Sirona Dental Systems Beteiligungs-undVerwaltungs GmbH pursuant to a sale and purchase agreement dated 4 May 2005.

“**Acquisition Costs**” means all non-periodicfees, costs and expenses, stamp, registration and other Taxes incurred by theCompany or any other member of the Group in connection with the Acquisition upto a maximum aggregate amount of EUR 42,000,000 and other such fees,costs, expenses and Tax relating to acquisitions permitted under Clause 25.7 (*Acquisitions*).

“**Additional Borrower**” means a company whichbecomes an Additional Borrower in accordance with Clause 28 (*Changes to the Obligors*).

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

“**Additional Guarantor**” means a company whichbecomes a Guarantor in accordance with Clause 28 (*Changes to the Obligors*).

“**Additional Obligor**” means an AdditionalBorrower or an Additional Guarantor.

“**Affiliate**” means, in relation to anyperson, a Subsidiary of that person or a Holding Company of that person or anyother Subsidiary of that Holding Company.

“**Agent’s Spot Rate of Exchange**” means theFacility Agent’s spot rate of exchange for the purchase of the relevantcurrency with the Base Currency in the London foreign exchange market on orabout 11:00 a.m. on a particular day.

“**Ancillary Commitment**” means, in relation toan Ancillary Lender and an Ancillary Facility the commitment of that Lenderunder the Ancillary Facility as notified to the Facility Agent pursuant toClause 9.3 (*Approval process*) tothe extent that amount is not cancelled or reduced under this Agreement or theAncillary Documents relating to that Ancillary Facility.

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“**Ancillary Document**” means each documentrelating to or evidencing the terms of an Ancillary Facility.

“**Ancillary Facility**” means any ancillaryfacility made available upon request as described in Clause 9 (*Ancillary Facilities*).

“**Ancillary Lender**” means each Lender (orAffiliate of a Lender) which makes available an Ancillary Facility inaccordance with Clause 9 (*AncillaryFacilities*).

“**Ancillary Outstandings**” means, at any time,in relation to an Ancillary Facility the aggregate of the following amountsoutstanding under that Ancillary Facility then in force:

(a)                                      the principal amount under each overdraftfacility and on demand short term loan facility calculated on a net basis;

(b)                                     the face amount of each guarantee, bond andletter of credit under each guarantee, bonding or letter of credit facility;and

(c)                                      the amount fairly representing the aggregateexposure (excluding interest and similar charges) of that Ancillary Lenderunder each other type of accommodation provided under that Ancillary Facilityas determined by such Ancillary Lender in accordance with the relevant AncillaryDocument or market practice.

“**Anti-Terrorism Law**” means each of:

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

(b)                                     the Uniting and Strengthening America byProviding Appropriate Tools Required to Intercept and Obstruct Terrorism Act of2001, Public Law 107-56 (commonly known as the USA Patriot Act);

(c)                                      the Money Laundering Control Act of 1986,Public Law 99-570;

(d)                                     the International Emergency Economic PowersAct, 50 U.S.C. §§ 1701 et seq, the Trading with the Enemy Act, 50 U.S.C. App.§§ 1 et seq, any Executive Order or regulation promulgated thereunder andadministered by the Office of Foreign Assets Control (“**OFAC**”) of the U.S. Department of theTreasury; and

(e)                                      any law or regulation relating to economicsanctions, terrorism or money laundering enacted in the United States ofAmerica subsequent to the date of this Agreement.

“**Authorisation**” means an authorisation,consent, approval, resolution, licence, exemption, filing, notarisation orregistration.

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“**Available Ancillary Commitment**” means inrelation to an Ancillary Facility, an Ancillary Lender’s Ancillary Commitmentless the Ancillary Outstandings in relation to that Ancillary Facility.

“**Availability Period**” means:

(a)                                      in relation to each Term Facility, the periodfrom and including the date of this Agreement to and including 45 days afterthe date of this Agreement;  and

(b)                                     in relation to the Revolving Facility, theperiod from and including the date of this Agreement to and including the daywhich is one month prior to the Termination Date for the Revolving Facility.

“**Available Commitment**” means, in relation toa Facility, a Lender’s Commitment under that Facility minus (subject as set outbelow):

(a)                                      the Base Currency Amount of its participationin any outstanding Utilisations under that Facility and, in the case of theRevolving Facility only, the Base Currency Amount of the aggregate of itsAncillary Commitments; and

(b)                                     in relation to any proposed Utilisation, theBase Currency Amount of its participation in any other Utilisations that aredue to be made under that Facility on or before the proposed Utilisation Dateand, in the case of the Revolving Facility only, the Base Currency Amount ofits Ancillary Commitment in relation to any new Ancillary Facility that is dueto be made available on or before the proposed Utilisation Date.

Forthe purposes of calculating a Lender’s Available Commitment in relation to anyproposed Utilisation under the Revolving Facility only, the following amountsshall not be deducted from a Lender’s Commitment under that Facility:

(i)                                         that Lender’s participation in any RevolvingUtilisations that are due to be repaid or prepaid on or before the proposedUtilisation Date; and

(ii)                                      that Lender’s Ancillary Commitments to theextent that they are due to be reduced or cancelled on or before the proposedUtilisation Date.

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

“**Bank Guarantee**” means:

(a)                                      a letter of credit, substantially in the formset out in Schedule 10 (*Form of Letter ofCredit*) or in any other form requested by the Company and agreed bythe Facility Agent (with the prior consent of the Majority Lenders) and theIssuing Bank; or

(b)                                     any other guarantee, bond, indemnity, letterof credit, documentary or other credit or any other instrument of suretyship orpayment, issued, undertaken or made by the Issuing Bank under the RevolvingFacility in a form requested by

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the Company and agreed by the Facility Agent (with the prior consent ofthe Majority Lenders) and the Issuing Bank.

“**Bank Guarantee Proportion**” means inrelation to a Lender in respect of any Bank Guarantee, the proportion(expressed as a percentage) borne by that Lender’s Available Commitment to theAvailable Facility in relation to the Revolving Facility immediately prior tothe issue of that Bank Guarantee, adjusted to reflect any assignment ortransfer under this Agreement to or by that Lender or pursuant to Clause 31.6 (*Commitment**Exchange following acceleration*).

“**Base Currency**” means:

(a)                                      in the case of Facility A1 and the RevolvingFacility, USD; and

(b)                                     in the case of Facility A2, euro.

“**Base Currency Amount**” means:

(a)                                      in relation to a Utilisation, the amountspecified in the Utilisation Request delivered by a Borrower for thatUtilisation (or, if the amount requested is not denominated in the BaseCurrency, that amount converted into the Base Currency at the Agent’s Spot Rateof Exchange on the date which is three Business Days before the UtilisationDate or, if later, on the date the Facility Agent receives the UtilisationRequest); and

(b)                                     in relation to an Ancillary Commitment, theamount specified in the notice delivered to the Facility Agent by the Companypursuant to sub-paragraph (a) (v) of Clause 9.3 (*Approval Process*) (or, if the amount specified is notdenominated in the Base Currency, that amount converted into the Base Currencyat the Agent’s Spot Rate of Exchange on the date which is three Business Daysbefore the Commencement Date for that Ancillary Facility or, if later, the datethe Facility Agent receives the notice of the Ancillary Commitment),

asadjusted to reflect any repayment, prepayment, consolidation or division of aUtilisation, or (as the case may be) cancellation or reduction of an AncillaryFacility.

“**Borrower**” means an Original Borrower or anAdditional Borrower unless it has ceased to be a Borrower in accordance withClause 28 (*Changes to the Obligors*).

“**Break Costs**” means the amount (if any) bywhich:

(a)                                      the interest (excluding, for the avoidance ofdoubt, the Margin and Mandatory Cost) which a Lender should have received forthe period from the date of receipt of all or any part of its participation ina Loan or Unpaid Sum to the last day of the current Interest Period in respectof that Loan or Unpaid Sum, had the principal amount or Unpaid Sum receivedbeen paid on the last day of that Interest Period;

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exceeds:

(b)                                     the amount which that Lender would be able toobtain by placing an amount equal to the principal amount (including for theavoidance of doubt any component in respect of interest and fees) or Unpaid Sumreceived by it on deposit with a leading bank in the Relevant Interbank Marketfor a period starting on the Business Day of receipt (in the case ofprepayments of which the Facility Agent has at least 2 Business Days notice),and on the Business Day following receipt or recovery (in the case where lessthan 2 Business Days notice is given) and ending on the last day of the currentInterest Period.

“**Business Day**” means a day (other than aSaturday or Sunday) on which banks are open for general business in London,Frankfurt am Main and New York, and:

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

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

“**Business Plan**” means the financial modelincluding profit and loss, balance sheet and cash flow projections from thedate of this Agreement for a period of three years, in agreed form relating tothe Group.

“**Cash**” means, at any time, cash at bankdenominated in Swiss Francs, sterling, dollars, euro, Japanese Yen, Canadiandollar or any other currency which is the lawful currency of any other memberstate of the OECD (or any other country in which a member of the Groupoperates) and credited to an account in the name of a member of Group and towhich, in each case, such member of the Group is alone beneficially entitledand for so long as:

(a)                                      that cash is repayable on demand or within 30days of demand;

(b)                                     repayment of that cash is not contingent onthe prior discharge of any other indebtedness of any member of the Group or ofany other person whatsoever or on the satisfaction of any other condition;

(c)                                      there is no Security over that cash except aspermitted hereunder; and

(d)                                     such cash is freely and immediately availableor within 30 days of demand to be applied in repayment or prepayment of theFacilities, whether as a result of dividend payments, loans or other paymentsmade to the relevant member of the Group.

“**Cash Equivalent Investments**” means:

(a)                                      debt securities denominated in Swiss Francs,sterling, dollars, euro, Japanese Yen, Canadian dollar or any other currencywhich is the lawful currency of any other member state of the OECD issued by orunconditionally guaranteed by Switzerland, the United Kingdom, the UnitedStates of America, a Participating Member State, Japan or any other memberstate of the OECD which are not

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convertible into any other form of security and having not more thanone year to final maturity;

(b)                                     debt securities denominated in Swiss Francs,sterling, dollars, euro, Japanese Yen, Canadian dollar or any other currencywhich is the lawful currency of any member state of the OECD which are notconvertible into any other form of security and having not more than one yearto final maturity, at all times rated P-1 by Moody’s or A-1 by Standard &Poors’ and which are not issued or guaranteed by any member of the Group;

(c)                                      certificates of deposit denominated in SwissFrancs, sterling, dollars, euro, Japanese Yen, Canadian dollar or any othercurrency which is the lawful currency of any member state of the OECD issuedby, and acceptances by, banking institutions authorised under applicablelegislation of Switzerland, the United Kingdom, the United States of America, aParticipating Member State, Japan or any other member state of the OECD ratedP-1 by Moody’s or A-1 by Standard & Poors’;

(d)                                     any investment accessible within 30 days inmoney market funds which have a credit rating of either A-1 or higher byStandard & Poors’ or Fitch Rating Ltd or P-1 or higher by Moody’s and whichinvest substantially all their assets in securities of the types described inparagraphs (a) to (c) above; or

(e)                                      other securities (if any) approved in writingby the Facility Agent,

ineach case, to which any member of the Group is beneficially entitled at thattime and which is not issued or guaranteed by any member of the Group orsubject to any Security (other than as permitted hereunder).

“**Certain Funds Default**” means the occurrenceof (i) a Change of Control (as defined in Clause 11.7 (*Exit*) or (ii) any event or circumstancementioned under any of the paragraphs listed in Schedule 12 (*Certain Funds Defaults*).

“**Certain Funds Period**” means the period fromthe date of this Agreement until and including the earlier of (i) the ClosingDate and (ii) the last day of the Availability Period for Facility A1 andFacility A2 **provided that** suchperiod shall be suspended at all times while the relevant parties arenegotiating as envisaged by paragraph (b) in Schedule 12 (*Certain Funds Defaults*).

“**Closing Date**” means the date on which firstutilisation of any of the Facilities occurs.

“**Code**” means, at any date, the U.S. InternalRevenue Code of 1986 and the regulations promulgated and the judicial andadministrative decisions rendered under it, all as the same may be in effect atsuch date.

“**Commencement Date**” means, in relation to anAncillary Facility, the date on which that Ancillary Facility is first madeavailable, which date shall be a Business Day within the Availability Periodfor the Revolving Facility.

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“**Commitment**” means a Facility A1 Commitment,a Facility A2 Commitment or a Revolving Commitment.

“**Commitment Fee**” means any fees payable bythe Company pursuant to Clause 15.1 (*CommitmentFee*).

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

“**Consolidated Adjusted EBITDA**” has themeaning given to such term in Clause 24.1 (*Financialdefinitions*).

“**Consolidated Total Net Debt**” has the meaninggiven to such term in Clause 24.1 (*Financialdefinitions*).

“**Default**” means an Event of Default or anyevent or circumstance which would (with the expiry of a grace period or thegiving of notice under the Finance Documents or any combination of any of theforegoing) be an Event of Default.

“**Environmental Claim**” means any claim,proceeding or investigation by any person in respect of any Environmental Law.

“**Environmental Law**” means any applicable lawor regulation which relates to:

(a)                                      the pollution or protection of theenvironment;

(b)                                     harm to or the protection of human health; or

(c)                                      the health of animals or plants.

“**Environmental Permits**” means any permit,licence, consent, approval and other authorisation and the filing of anynotification, report or assessment required under any Environmental Law for theoperation of the business of any member of the Group conducted on or from theproperties owned or used by any member of the Group.

“**EURIBOR**” means, in relation to any Loan ineuro:

(a)                                      the applicable Screen Rate; or

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

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

“**ERISA**” means, at any date, the UnitedStates Employee Retirement Income Security Act of 1974 and the regulationspromulgated and rulings issued thereunder, all as the same may be in effect atsuch date.

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“**ERISA Affiliate**” means any person that forpurposes of Title I and Title IV of ERISA and Section 412 of the Code would bedeemed at any relevant time to be a single employer with an Obligor, pursuantto Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

“**Event of Default**” means any event orcircumstance specified as such in Clause 26 (*Eventsof Default*).

“**Existing Mezzanine Facility Agreement**”means the mezzanine facility agreement dated 30 June 2005 (as amended) between,*inter alia*, Blitz F04-506 GmbH asoriginal borrower and J.P. Morgan Europe Limited as facility agent.

“**Existing Senior Facilities Agreement**” meansthe senior facility agreement dated 30 June 2005 (as amended) between, *inter alia*, Blitz F04-506 GmbH as originalborrower and J.P. Morgan Europe Limited as facility agent.

“**Expiry Date**” means for a Bank Guarantee,the last day of its Term.

“**Facility**” means Facility A1, Facility A2 orthe Revolving Facility.

“**Facility A1**” means the term loan facilitymade available under this Agreement as described in sub-paragraph (a) (i) ofClause 2.1 (*The Facilities*).

“**Facility A1 Borrower**” means Schick Technologies,Inc.

“**Facility A1 Commitment**” means:

(a)                                      in relation to an Original Lender, the amountin the Base Currency set opposite its name under the heading “Facility A1Commitment” in Schedule 1 (*The OriginalLenders*) and the amount of any other Facility A1 Commitmenttransferred to it under this Agreement; and

(b)                                     in relation to any other Lender, the amountin the Base Currency of any Facility A1 Commitment transferred to it under thisAgreement,

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

“**Facility A1 Loan**” means a loan made or tobe made under Facility A1 or the principal amount outstanding for the timebeing of that loan.

“**Facility A1 Repayment Date**” means each ofthe dates specified in Clause 10.1 (*Repaymentof Facility Term Loans*) as a Facility A1 Repayment Date.

“**Facility A1 Repayment Instalment**” meanseach instalment for repayment of the Facility A1 Loans referred to in Clause10.1 (*Repayment of Facility Term Loans*).

“**Facility A2**” means the term loan facilitymade available under this Agreement as described in sub-paragraph (a) (ii) ofClause 2.1 (*The Facilities*).

“**Facility A2 Borrower**” means Sirona DentalServices GmbH.

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“**Facility A2 Commitment**” means:

(a)                                      in relation to an Original Lender, the amountin the Base Currency set opposite its name under the heading “**Facility A2 Commitment**” in Schedule 1 (*The Original Lenders*) and the amount ofany other Facility A2 Commitment transferred to it under this Agreement; and

(b)                                     in relation to any other Lender, the amount inthe Base Currency of any Facility A2 Commitment transferred to it under thisAgreement,

tothe extent not cancelled, reduced or transferred by it under this Agreement,

“**Facility A2 Loan**” means a loan made or tobe made under Facility A2 or the principal amount outstanding for the timebeing of that loan.

“**Facility A2 Repayment Date**” means each ofthe dates specified as a Facility A2 Repayment Date in Clause 10.1 (*Repayment of Facility Term Loans*).

“**Facility A2 Repayment Instalment**” meanseach instalment for repayment of the Facility A2 Loans referred to in Clause10.1 (*Repayment of Facility Term Loans*).

“**Facility Office**” means the office oroffices notified by a Lender or the Issuing Bank to the Facility Agent inwriting on or before the date it becomes a Lender or the Issuing Bank (or,following that date, by not less than five Business Days’ written notice) asthe office or offices through which it will perform its obligations under thisAgreement.

“**Fee Letter**” means:

(a)                                      any letter or letters between the MandatedLead Arrangers and the Company (or the Facility Agent and the Company) settingout any of the fees referred to in Clause 15 (*Fees*);and

(b)                                     any other agreement setting out fees referredto in Clause 7.2 (*Fee payable in respect ofBank Guarantees*) or Clause 9.7 (*Interest,Commitment Commission and Fees on Ancillary Facilities*).

“**Finance Document**” means this Agreement, anyFee Letter, any Accession Letter, any Resignation Letter, any ComplianceCertificate, any Utilisation Request, any Selection Notice, the SubordinationAgreement, any Ancillary Document, the Pooling Agreement and any other documentdesignated as a “**Finance Document**”by the Facility Agent and the Company.

“**Finance Party**” means the Facility Agent,the Mandated Lead Arrangers, a Lender, the Issuing Bank or any AncillaryLender.

“**Financial Indebtedness**” means anyindebtedness for or in respect of:

(a)                                      any monies borrowed or raised;

(b)                                     any amount raised by acceptance under anyacceptance credit facility or dematerialised equivalent or by a billdiscounting or factoring credit facility;

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(c)                                      any amount raised pursuant to any notepurchase facility or the issue of bonds, notes (other than credit notes issuedin the ordinary course of trade), debentures, loan stock or any similarinstrument;

(d)                                     the amount of any liability in respect of anylease or hire purchase contract or other agreement which would, in accordancewith the Accounting Principles, be treated as a finance or capital lease;

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

(f)                                        any derivative transaction entered into inconnection with protection against or benefit from fluctuation in any rate orprice (and, when calculating the value of any derivative transaction, only themarked to market value shall be taken into account);

(g)                                     any counter indemnity obligation in respectof a guarantee, indemnity, bond, standby or documentary letter of credit or anyother instrument issued by a bank or financial institution;

(h)                                     any amount raised by the issue of shareswhich are redeemable on or before the Termination Date;

(i)                                         any amount of any liability under an advanceor deferred purchase agreement if (i) one of the primary reasons behind theentry into the agreement is to raise finance or (ii) the agreement is inrespect of the supply of assets or services and payment is due more than 180days from the date on which the goods were delivered or services were performedother than any liability arising under the U.S. Exclusivity Agreement;

(j)                                         any amount raised under any other transaction(including any forward sale or purchase agreement) required to be accounted foras a borrowing (but excluding for the avoidance of doubt any employee profitsharing scheme) to the extent that item is treated as debt in the Group’sbalance sheet; and

(k)                                      (without double counting) the amount of anyliability in respect of any guarantee or indemnity or similar assurance againstfinancial loss for any of the items referred to in the preceding paragraphs ofthis definition and any agreement to maintain the solvency of any personwhether by investing in, lending to or purchasing the assets of such person.

“**Financial Quarter**” has the meaning given tothat term in Clause 24.1 (*Financialdefinitions*).

“**Funds Flow Statement**” means the funds flowstatement delivered by the Company to the Facility Agent pursuant to paragraph2(c) of Part 1 of Schedule 2 (*ConditionsPrecedent to Delivery of a Utilisation Request*) in form andsubstance satisfactory to the Facility Agent.

“**General Investments Threshold**” means, atany time EUR 100,000,000.

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“**German Borrower**” has the meaning given tothat term in paragraph (h) of Clause 21.9 (*Limitationon Payment Obligations by German Guarantors and limitation regarding LTIBRs*).

“**Group**” means the Company, and each of itsrespective Subsidiaries for the time being.

“**Gross Assets**” means (by reference to theAccounting Principles), restricted short term investments, accounts receivable,net inventories, prepaid expenses and other current assets, property, plant andequipment and intangible assets (but excluding goodwill and all other assets orstep up amounts that have been capitalised as a result of a purchase priceallocation)

“**Guarantee Principles**” means the principlesset out in Schedule 11 (*Guarantee Principles*).

“**Guarantor**” means each Original Guarantorand each Additional Guarantor unless it has ceased to be a Guarantor inaccordance with Clause 28 (*Changes to theObligors*).

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

“**Incremental Facility**” means the increasedamount of the existing Facilities or a term loan facility or a revolving loanfacility made available under this Agreement as described in sub-paragraph(a)(iv) of Clause 2.1 (*The Facilities*).

“**Incremental Facility Commitment**” has themeaning given to it in Clause 2.2 (*IncrementalFacility*).

“**Incremental Facility Loan**” means a loanmade or to be made under the Incremental facility or the principal amountoutstanding for the time being of that loan.

“**Information Memorandum**” means the documentin the form approved by the Company concerning the Group which is to beprepared in relation to this transaction, approved by the Company and distributedby the Mandated Lead Arrangers prior to the Syndication Date in connection withthe syndication of the Facilities.

“**Initial Investors**” means (i) MadisonDearborn Partners, (ii) funds managed and/or advised by Madison DearbornPartners and (iii) MDCP IV Global Investments LP, Beecken Petty O’Keefe FundII, L.P., Northwestern University, John W. Madigan, Harry M. Jansen Kraemer,Jr., and K&E Investment Partners, LLC - 2004-B DIF and (iv) any of thefollowing funds whose investment is to be made on or shortly after the ClosingDate: Beecken Petty O’Keefe QP Fund II, L.P., Beecken Petty O’Keefe ExecutiveFund II, L.P. and (v) certain members of management of the Company and/oraffiliates of EQT Partners AB and (vi) any other persons agreed to by the Lenders.

“**Intellectual Property**” means:

(a)                                      any patents, trade marks, service marks,designs, business names, copyrights, design rights, moral rights, inventions,confidential information, know-how and other intellectual property rights andinterests, whether registered or unregistered; and

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(b)                                     the benefit of all applications and rights touse such assets of each member of the Group.

“**Interest Period**” means, in relation to aLoan, each period determined in accordance with Clause 13 (*Interest Periods and Terms*) and, inrelation to an Unpaid Sum, each period determined in accordance with Clause12.4 (*Default Margin*).

“**Invested Funds**” means the aggregate amountof all monies invested, paid, allocated, guaranteed, indemnified, applied orspent since the date hereof under sub-paragraph b(v) of Clause 25.7 (*Acquisitions*), paragraph (b) of Clause25.8 (*Joint ventures*),sub-paragraph (b)(vii) of Clause 25.14 (*Loansand credit*) and/or sub-paragraph (b)(v) of Clause 25.15 (*No Guarantees or indemnities*) butdeducting any such amounts which are repaid, no longer outstanding andinvestment returns on investments made pursuant to the foregoing paragraphs.

“**Investors**” means funds managed and advisedby Madison Dearborn Partners and other investors selected by Madison Dearborn Partnersas part of the equity (and quasi-equity) syndication of the equity andquasi-equity funding for the Acquisition (subject to Madison Dearborn Partnersat all times owning a majority interest in, and being able to direct theaffairs and control the composition of the board of directors or equivalentbody of, such investors), and each of their or any subsequent successors orassignees or transferees.

“**Issuing Bank**” means any Lender which hasnotified the Facility Agent that it has agreed to the Company’s request to bean Issuing Bank pursuant to the terms of this Agreement (and if more than oneLender has so agreed such Lenders whether acting individually or together shallbe referred to as the “**Issuing Bank**”).

“**Joint Venture**” means any joint venture entity,whether a company, unincorporated firm, undertaking, association, joint ventureor partnership or any other entity.

“**Legal Opinions**” means the legal opinionsdelivered to the Facility Agent pursuant to Clause 4.1 (*Initial Conditions Precedent*) and paragraph9 of Part II of Schedule 2 (*ConditionsPrecedent*).

“**Legal Reservations**” means

(a)                                      the principle that equitable remedies may begranted or refused at the discretion of a court and the limitation ofenforcement by laws relating to insolvency, reorganisation and other lawsgenerally affecting the rights of creditors;

(b)                                     the time barring of claims under theLimitation Acts;

(c)                                      similar principles, rights and defences underthe laws of any Relevant Jurisdiction; and

(d)                                     any general principles which are set out inthe qualifications as to matters of law in the Legal Opinions.

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“**Lender**” means:

(a)                                      any Original Lender; and

(b)                                     any bank, financial institution, trust, fundor other entity which has become a Party in accordance with Clause 27 (*Changes to the Lenders*),

whichin each case has not ceased to be a Party in accordance with the terms of thisAgreement.

“**LIBOR**” means, in relation to any Loan:

(a)                                      the applicable Screen Rate; or

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

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

“**LTIBR**” means any long term interest-bearingreceivables as set out in the decrees of the German Federal Ministry of Finance(*Bundesfinanzministerium*) of 15July 2004 (IV A2-S 2742a-20/04), paragraphs 20 and 37, and of 22 July 2005(IV-B7-S2742a-31/05), or as set out in any future law, administrative decree,guideline or other pronouncement which overrules the aforementioned decrees.

“**Loan**” means a Term Loan or a RevolvingLoan.

“**LMA**” means the Loan Market Association.

“**Majority Lenders**” means:

(a)                                      for the purposes of paragraph (a) of Clause38.1 (*Required consents*) in thecontext of a waiver in relation to a proposed Utilisation of the RevolvingFacility (other than a Utilisation on the Closing Date) of the condition inClause 4.2 (*Further Conditions Precedent*)a Lender or Lenders whose Available Commitments and Available AncillaryCommitments with respect to the Revolving Facility aggregate more than 662/3 per cent. of the Available Facility andaggregate Available Ancillary Commitments with respect to the RevolvingFacility; and

(b)                                     in any other case, a Lender or Lenders whoseCommitments aggregate more than 662/3 per cent. of the Total Commitments (or, if the Total Commitments havebeen reduced to zero, aggregated more than 662/3 per cent. of the Total Commitments immediately prior to thatreduction).

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

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“**Margin**” means in relation to any RevolvingLoan or Term Loan, 0.75 per cent. per annum or such rate per annum as may be ineffect from time to time in accordance with Clause 12.3 (*Margin Ratchet*).

“**Margin Stock**” means “**margin stock**” or “**margin security**” within the meaning ofRegulations T, U and X.

“**Material Adverse Effect**” means any event orseries of events which is materially adverse to:

(a)                                      the business, assets or financial conditionof the Group taken as a whole;

(b)                                     the ability of any Obligor to perform itspayment obligations under the Finance Documents; or

(c)                                      the validity or enforceability of anymaterial term of the Finance Documents or the rights and remedies of anyFinance Party under the Finance Documents in a manner or to an extent which ismaterially adverse to the interests of the Finance Parties under the FinanceDocuments.

“**Material Company**” means, at any time:

(a)                                      an Obligor; or

(b)                                     a member of the Group which:

(i)                        has earnings before interest, tax,depreciation and amortisation (calculated on the same basis as ConsolidatedAdjusted EBITDA, as defined in Clause 24 (*FinancialCovenants*)) and discounting any intra-group items, shares insubsidiaries and the earnings of subsidiaries) representing 5 per cent. or moreof Consolidated Adjusted EBITDA of the Group; or

(ii)                     has gross assets (excluding intra groupitems) representing 5 per cent. or more of the consolidated Gross Assets of theGroup,

ineach case calculated on a consolidated basis.

Compliancewith the conditions set out in sub-paragraphs (b) (i) and (ii) above shall bedetermined by reference to the most recent Compliance Certificate supplied bythe Company and the latest audited annual and unaudited semi-annualconsolidated financial statements of the Group.

Areport by the auditors of the Company that a Subsidiary is or is not a MaterialCompany shall, in the absence of manifest error, be conclusive and binding onall Parties.

“**Material Intellectual Property**” means theIntellectual Property which is material to the Group’s business.

“**Maximum Incremental Facility Amount**” meansUSD 100,000,000 or, if the Non-Leveraged Criteria has been met,USD 150,000,000.

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“**Month**” means a period starting on one dayin a calendar month and ending on the numerically corresponding day in the nextcalendar month, except that:

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

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

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

Theabove rules will only apply to the last Month of any period.  “**Monthly**”shall be construed accordingly.

“**Moody’s**” means Moody’s Investor Services,Inc. and any successors to its rating business.

“**Non-Leveraged Criteria**” means (i) pro formaConsolidated Total Net Debt to Consolidated Adjusted EBITDA is less than 2.5:1as evidenced in the relevant Compliance Certificate delivered to the FacilityAgent pursuant to Clause 23.2 (*ComplianceCertificate*); and/or (ii) the long term rating of the Group’s seniorindebtedness is not less than “investment grade” (BBB- or Baa3 as rated byStandard and Poors or Moody’s respectively).

“**Obligor**” means a Borrower or a Guarantor.

“**Obligor’s Agent**” means the Company.

“**Original Borrower**” means the Facility A1Borrower, the Facility A2 Borrower and the Revolving Facility Borrowers.

“**Optional Currency**” means a currency (otherthan the Base Currency) which complies with the conditions set out in Clause4.4 (*Conditions relating to OptionalCurrencies*).

“**Original Financial Statements**” means:

(a)                                      the un-audited consolidated financialstatements of the Group dated 30 June 2006; and

(b)                                     the audited consolidated financial statementsof the Group for its financial year ending 30 September 2005.

“**Original Guarantor**” means each of theCompany, Schick Technologies, Inc., Sirona Dental Systems GmbH, Sirona DentalServices GmbH, Sirona Dental Systems LLC, Sirona Holding GmbH and SironaImmobilien GmbH.

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“**Participating Member State**” means anymember state of the European Communities that adopts or has adopted the euro asits lawful currency in accordance with legislation of the European Communityrelating to Economic and Monetary Union.

“**Party**” means a party to this Agreement.

“**Patterson Note**” means the juniorsubordinated promissory note issued pursuant to paragraph IX(D) of the U.S.Exclusivity Agreement subject to such subordinated intercreditor provisions asmay be acceptable to the Facility Agent (acting on the instruction of theMajority Lenders).

“**Permitted Bensheim Disposal**” means the saleof land located at Werner-von-Siemens Strasse 4, 64625 Bensheim, Germany  registered at the Land Registry of Bensheimat page 10724, boundary 2975 Bensheim, Land Parcel 125/8 (the “**Land**”) and the completion of a long termlease agreement with a third party relating to the leasing of the Land togetherwith a new building situated thereon and the demolition of the existingbuilding according to the sale and lease back agreement which has beennotarized by Mrs. Ingrid Walter-Meinig in the notarial deed 129/2005 dated July19, 2005.

“**Permitted Disposal**” means any disposal ofassets or a business as a whole pursuant to a Permitted Reorganisation,provided that the conditions related thereto are satisfied at the date of therelevant disposal and such disposal is not adverse to the interest of theLenders.

“**Permitted Reorganisation**” means anyreorganisation as set out in the Structure Memorandum **provided that**in relation to the proposedrestructuring of the Group set out in pages 20 to 29 thereof, suchrestructuring is not adverse to the interest of the Lenders, and any member ofthe Group that would become a Guarantor (a) pursuant to the terms of Clause25.23 (*Guarantors*) if the testset out therein was carried out on the date of the restructuring rather than byreference to the most recently delivered Compliance Certificate, (b) envisagedto become a Guarantor under the Structure Memorandum; and (c) Newco 1 and Newco2 (as referred to in the Structure Memorandum), shall accede to this Agreementas an Additional Guarantor on the date of such restructuring.

“**Pooling Agreement**” means each of the profitand loss transfer agreement between Sirona Holding GmbH and Sirona DentalServices GmbH dated 24 August 2006, the profit and loss transfer agreementbetween Sirona Dental Services GmbH and Sirona Dental Systems GmbH dated 24February 2004 and the profit and loss transfer agreement between Sirona DentalSystems GmbH and Sirona Immobilien GmbH dated 23 September 2002.

“**Quotation Day**” means, in relation to anyperiod for which an interest rate is to be determined:

(a)                                      (if the currency is euro) two TARGET Daysbefore the first day of that period provided such TARGET Day is also a BusinessDay in London or, if not, the immediately preceding TARGET Day which is also aBusiness Day in London; or

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(b)                                     (for any other currency) two Business Daysbefore the first day of that period,

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

“**Reference Banks**” means, the principaloffice in London of JPMorgan Chase Bank, N.A. UBS Limited and no fewer than twoother prime banks in the London interbank market as will be appointed by theFacility Agent in consultation with the Company.

“**Refinancing Costs**” has the meaning given toit in Clause 24.1 (*Financial definitions*).

“**Regulations T, U and X**” means,respectively, Regulations T, U and X of the Board of Governors of the FederalReserve System of the United States (or any successor) as now and from time totime hereafter in effect.

“**Related Fund**”, in relation to a fund (the “**first fund**”), means a fund which is managedor advised by the same investment manager or advisor as the first fund or, ifit is managed by a different investment manager or advisor, a fund whoseinvestment manager or advisor is an Affiliate of the investment manager oradvisor of the first fund.

“**Relevant Interbank Market**” means inrelation to euro, the European interbank market, and, in relation to any othercurrency, the London interbank market.

“**Relevant Jurisdiction**” means, in relationto an Obligor:

(a)                                      its jurisdiction of incorporation; and

(b)                                     any jurisdiction where it conducts itsbusiness.

“**Relevant Period**” has the meaning given toit in Clause 24.1 (*Financial definitions*).

“**Repeating Representations**” means each ofthe representations set out in Clause 22.1 (*Status*),Clause 22.3 (*Non-conflict with otherobligations*), Clause 22.4 (*Powerand authority*), Clause 22.6 (*Governinglaw and enforcement*), paragraph (e) of Clause 22.10 (*Nomisleading information*), Clause 22.16 (*Good Title Assets*), Clause 22.21 (*Margin Stock*) and Clause 22.24 (*Anti-Terrorism Laws*).

“**Restricted Party**” means any person listed:

(a)                                      in the Annex to the Executive Order;

(b)                                     on the “Specially Designated Nationals andBlocked Persons” list maintained by the OFAC; or

(c)                                      in any successor list to either of theforegoing.

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

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“**Revolving Commitment**” means:

(a)                                      in relation to an Original Lender, the amountin the Base Currency set opposite its name under the heading “**Revolving Commitment**” in Schedule 1 (*The Original Lenders*) and the amount ofany other Revolving Commitment transferred to it under this Agreement; and

(b)                                     in relation to any other Lender, the amountin the Base Currency of any Revolving Commitment transferred to it under thisAgreement,

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

“**Revolving Facility**” means the revolvingcredit facility made available under this Agreement as described insub-paragraph (a)(iii) of Clause 2.1 (*TheFacilities*).

“**Revolving Facility Borrower**” means SironaDental Systems GmbH, Schick Technologies, Inc. and Sirona Dental Services GmbHor an Additional Borrower unless it ceases to be a Borrower in accordance withClause 28 (*Changes to the Obligors*).

“**Revolving Loan**” means a loan made or to bemade under the Revolving Facility or the principal amount outstanding for thetime being of that loan.

“**Revolving Utilisation**” means a RevolvingLoan or a Bank Guarantee.

“**Rollover Loan**” means one or more RevolvingLoans:

(a)                                      made or to be made on the same day that:

(i)                        a maturing Revolving Loan is due to berepaid; or

(ii)                     a demand by the Facility Agent pursuant to adrawing in respect of a Bank Guarantee is due to be met;

(b)                                     the aggregate amount of which is equal to orless than the maturing Revolving Loan or the relevant claim in respect of thatBank Guarantee;

(c)                                      in the same currency as the maturingRevolving Loan (unless it arose as a result of the operation of Clause 8.2 (*Unavailability of a currency*)) or therelevant claim in respect of that Bank Guarantee; and

(d)                                     made or to be made to the same Borrower forthe purpose of:

(i)                        refinancing a maturing Revolving Loan; or

(ii)                     satisfying the relevant claim in respect ofthat Bank Guarantee.

“**Screen Rate**” means:

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

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

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displayedon the appropriate page of the Telerate screen. If the agreed page is replacedor service ceases to be available, the Facility Agent may specify another pageor service displaying the appropriate rate after consultation with the Companyand the Lenders.

“**SEC**” means the United States Securities andExchange Commission or any successor thereof.

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

“**Selection Notice**” means a noticesubstantially in the form set out in Part II ofSchedule 3 (*Selection Notice*)given in accordance with Clause 13 (*InterestPeriods and Terms*) in relation to a Term Facility.

“**Semi-Annual Financial Statements**” has themeaning given to it in Clause 24.1 (*Financialdefinitions*).

“**Senior Management**” means the chiefexecutive officer and the chief financial officer from time to time.

“**Specified Time**” means a time determined inaccordance with Schedule 9 (*Timetables*).

“**Standard and Poors**” means Standard and Poor’sRating Services, a division of McGraw-Hill Companies Inc. or any successor toits rating business.

“**Structure Memorandum**” means the structurepaper describing the Group and including a group structure chart and a fundsflow showing the flow of funds at closing and prepared by Ernst & Young ina form and substance satisfactory to the Facility Agent (acting reasonably).

“**Subordination Agreement**” means thesubordination agreement dated on or about the date of this Agreement madebetween, *inter alia*, the Companyand the Facility Agent relating to the subordination of certain intra-grouploans to amounts due to the Finance Parties under the Finance Documents.

“**Subsidiary**” means in relation to anycompany or corporation, a company or corporation:

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

(b)                                     more than half the issued share capital ofwhich is beneficially owned, directly or indirectly by the first mentionedcompany or corporation; or

(c)                                      which is a Subsidiary of another Subsidiaryof the first mentioned company or corporation,

andfor this purpose, a company or corporation shall be treated as being controlledby another if that other company or corporation is able to direct its affairsand/or to control the composition of its board of directors or equivalent body.

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“**Super Majority Lenders**” means a Lender orLenders whose Commitments aggregate more than 80 per cent. of the TotalCommitments (or, if the Total Commitments have been reduced to zero, aggregatedmore than 80 per cent. of the Total Commitments immediately prior to thatreduction).

“**Syndication Date**” means the day which is 4Months after the later of the Closing Date or such earlier date specified bythe Mandated Lead Arrangers as the day on which the Facilities have beensuccessfully syndicated as described in the Fee Letter.

“**TARGET**” means Trans European Automated Realtime Gross Settlement Express Transfer payment system.

“**TARGET Day**” means any day on which TARGETis open for the settlement of payments in euro.

“**Tax**” means any tax, levy, impost, duty orother charge or withholding of a similar nature (including any penalty orinterest payable in connection with any failure to pay or any delay in payingany of the same).

“**Term**” means each period determined underthis Agreement for which the Issuing Bank is under a liability under a BankGuarantee.

“**Term Facility**” means Facility A1 orFacility A2.

“**Term Loan**” means a Facility A1 Loan or aFacility A2 Loan, as the case may be.

“**Termination Date**” means the date falling 5years after the Closing Date.

“**Total Commitments**” means the aggregate ofthe Total Facility A1 Commitments, the Total Facility A2 Commitments and theTotal Revolving Commitments.

“**Total Facility A1 Commitments**” means theaggregate of the Facility A1 Commitments.

“**Total Facility A2 Commitments**” means theaggregate of the Facility A2 Commitments.

“**Total Revolving Commitments**” means theaggregate of the Revolving Commitments.

“**Transfer Certificate**” means a certificatesubstantially in the form set out in Schedule 5 (*Form of Transfer Certificate*) or any other form agreedbetween the Facility Agent and the Company.

“**Transfer Date**” means, in relation to atransfer, the later of:

(d)             the proposed TransferDate specified in the Transfer Certificate; and

(e)             the date on which theFacility Agent executes the Transfer Certificate.

“**Treasury Transactions**” means any derivativetransaction entered into in connection with protection against or benefit fromfluctuations in any rate or price.

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

“**U.S.**” and “United States” means the UnitedStates of America, its territories, possessions and other areas subject to thejurisdiction of the United States of America.

“**U.S. Borrower**” means a Borrower whosejurisdiction of organisation is a state of the United States of America or theDistrict of Columbia.

“**U.S. Group Company**” means the Company andits direct and indirect Subsidiaries which are organised under the law of anyState of the United States of America or the District of Columbia.

“**U.S. Guarantor**” means a Guarantor whosejurisdiction of organisation is a state of the United States of America or theDistrict of Columbia.

“**U.S. Obligor**” means any U.S. Borrower orU.S. Guarantor.

“**Utilisation**” means a Loan or a BankGuarantee.

“**Utilisation Date**” means the date on which aUtilisation is made.

“**Utilisation Request**” means a noticesubstantially in the form set out in Part I of Schedule 3 (*Requests*).

“**VAT**” means value added tax and any othertax of a similar nature.

## 1.2        **Construction**

### (a)            Unless a contraryindication appears a reference in this Agreement to:

#### (i)        the “**FacilityAgent**”, the “**Mandated Lead Arrangers**”,any “**Finance Party**”, any “**Lender**”, any “**Issuing Bank**”,any “**Obligor**”, any “**Party**”or any other person shall be construed so as to include its successors intitle, permitted assigns and permitted transferees;

#### (ii)       a document in “**agreed form**” is a document which is previously agreed inwriting by or on behalf of the Company and the Facility Agent or, if not soagreed, is in the form to be agreed between the Facility Agent and the Company,each acting reasonably;

#### (iii)      “**assets**”includes present and future properties, revenues and rights of everydescription;

#### (iv)      the “**equivalent**”,on any day, in one currency (the “**first currency**”)of a sum denominated in a second currency (the “**secondcurrency**”) means the amount of the first currency calculated by theFacility Agent as being that which would be required by it to purchase therelevant sum in the second currency in the London spot exchange market at orabout 11.00 a.m. on that day in accordance with its usual practice;

#### (v)       the “**Europeaninterbank market**” means the interbank market for euro operating inParticipating Member States;

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#### (vi)      a “**FinanceDocument**” or any other agreement or instrument is a reference tothat Finance Document or other agreement or instrument as amended or novated(however fundamentally);

#### (vii)     “**indebtedness**”includes any obligation (whether incurred as principal or as surety) for thepayment or repayment of money, whether present or future, actual or contingent;

#### (viii)    “**materiality**”and other qualifications will be determined objectively and not at thediscretion of the Facility Agent;

#### (ix)      a “**participation**”of a Lender in:

##### (A)      a Loan, means the amount ofsuch Loan which such Lender has made or is to make available and thereafterthat part of the Loan which is owed to such Lender; or

##### (B)      a Bank Guarantee, means suchLender’s actual and contingent liabilities in respect of such Bank Guaranteepursuant to paragraph (b) of Clause 7.4 (*Indemnities*);

#### (x)       a “**person**”includes any person, firm, company, corporation, government, state or agency ofa state or any association, trust or partnership (whether or not havingseparate legal personality) of two or more of the foregoing;

#### (xi)      “**promptly**”and “**immediately**” means without undue delay;

#### (xii)     a “**regulation**”includes any regulation, rule, official directive, request or guideline(whether or not having the force of law but, if not, compliance with which iscustomary) of any governmental, intergovernmental or supranational body,agency, department or regulatory, self regulatory or other authority ororganisation;

#### (xiii)    a provision of law is areference to that provision as amended or re enacted; and

#### (xiv)   a time of day is a reference toLondon time.

### (b)            Section, Clause andSchedule headings are for ease of reference only.

### (c)             Unless a contraryindication appears, a term used in any other Finance Document or in any noticegiven under or in connection with any Finance Document has the same meaning inthat Finance Document or notice as in this Agreement.

### (d)            A Borrower providing “**cash cover**” for a Bank Guarantee or an Ancillary Facilitymeans a Borrower paying an amount in the currency of the Bank Guarantee (or, asthe case may be, Ancillary Facility) to an interest bearing account in the nameof that Borrower and the following conditions being met:

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#### (i)        the account is with theFacility Agent (if the cash cover is to be provided for all the Lenders) orwith a Lender or Ancillary Lender (if the cash cover is to be provided for thatLender or Ancillary Lender);

#### (ii)       until no amount is or maybe outstanding under that Bank Guarantee or Ancillary Facility, withdrawalsfrom the account may only be made to pay a Finance Party amounts due andpayable to it under this Agreement in respect of that Bank Guarantee orAncillary Facility; and

#### (iii)      that Borrower has executed asecurity document in respect of that account, in form and substancesatisfactory to the Facility Agent, the Lender or Ancillary Lender with whichthat account is held, creating a first ranking security interest over thataccount.

### (e)             A Default (includingan Event of Default) is “**continuing**” or “**outstanding**” to the extent it has not been waived, remediedor has not ceased to exist.

### (f)             A Borrower “**repaying**” or “**prepaying**” (orany derivative form thereof) a Bank Guarantee or any Ancillary Outstandings theliability in respect of which is contingent means:

#### (i)        that Borrower providingcash cover for that Bank Guarantee or in respect of the Ancillary Outstandings;

#### (ii)       the maximum amount payableunder or in respect of the Bank Guarantee or Ancillary Outstandings beingreduced or cancelled in accordance with its terms; or

#### (iii)      the Issuing Bank, Lender or,as the case may be, Ancillary Lender being satisfied that it has no furtherliability under or in respect of that Bank Guarantee or Ancillary Outstandings,

and the amount bywhich a Bank Guarantee is, or Ancillary Outstandings are, repaid or prepaidunder sub-paragraphs (f)(i) and (f)(ii) above is the amount of the relevantcash cover or reduction.

### (g)             A Lender funding itsparticipation in a Utilisation includes a Lender participating in a BankGuarantee.

### (h)            An outstanding amountof a Bank Guarantee at any time is the maximum amount that is or may be payableby the relevant Borrower in respect of that Bank Guarantee at that time.

### (i)              There shall be nobreach of any basket hereunder where such amount has been calculated in acurrency, other than the Base Currency and upon the day of such conversion itfalls within the basket but at a subsequent conversion back into the BaseCurrency such basket is breached solely due to the fluctuation in the currencymarkets.

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## 1.3        **Currency Symbols and Definitions**

“**$**”, “**dollars**”and “**USD**” denote lawful currencyof the United States of America and “**EUR**”,“**€**” and “**euro**” means the single currency unit of theParticipating Member States.

## 1.4        **Third party rights**

### (a)            Unless expresslyprovided to the contrary in a Finance Document, a person who is not a Party hasno rights under the Contracts (Rights of Third Parties) Act 1999 to enforce orenjoy the benefit of any term of this Agreement.

### (b)            Notwithstanding anyterm of any Finance Document, the consent of any person who is not a Party isnot required to rescind or vary this Agreement at any time.

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**SECTION 2THE FACILITIES**

# 2.           **THE FACILITIES**

## 2.1        **The Facilities**

### (a)            Subject to the termsof this Agreement, the Lenders make available:

#### (i)        a term loan facility in anaggregate amount equal to the Total Facility A1 Commitments being USD150,000,0000 at the date of this Agreement;

#### (ii)       a term loan facility in anaggregate amount equal to the Total Facility A2 Commitments being EUR275,000,000 at the date of this Agreement;

#### (iii)      a multicurrency revolvingcredit facility in an aggregate amount equal to the Total Revolving Commitmentsbeing USD 150,000,000 at the date of this Agreement; and

#### (iv)      Subject to the terms ofClause 2.2 (*Incremental Facility*)an uncommitted incremental facility in an aggregate principal amount not toexceed the Maximum Incremental Facility Amount.

### (b)            The Revolving Facilitywill be available to the Revolving Facility Borrowers.  Facility A1 will only be available to theFacility A1 Borrower and Facility A2 will only be available to the Facility A2Borrower.

### (c)             Subject to the termsof this Agreement and the Ancillary Documents, an Ancillary Lender may makeavailable an Ancillary Facility to any of the Borrowers in place of all or partof its Commitment under the Revolving Facility.

## 2.2        **Incremental Facility**

### (a)            Subject to Clause 2.3(*Incremental Facility Conditions*),a Borrower may by written notice to the Facility Agent establish from time totime after the Closing Date one or more additional term loans or revolvingloans (an “**Incremental Loan**”) from one ormore existing Lenders and/or another bank or financial institution (a “**Further Lender**”) that in each case agrees to make such loansto the Borrower.  Such notice (an “**Incremental Commitment Notice**”) shall include:

#### (i)        the principal amount ofthe Incremental Loan it wishes to establish;

#### (ii)       that such principal amount,when aggregated with any existing Incremental Loans is less than the MaximumIncremental Facility Amount;

#### (iii)      the terms and conditions(including the name and jurisdiction of incorporation of the proposed borrower)of the proposed Incremental Loan;

 

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(iv)      the date on which theproposed Incremental Loan shall become effective and the purpose for which theproceeds of such Incremental Loan shall be applied;

(v)       an invitation to eachLender to participate in the Incremental Loan (the amount of such participationto be pro-rata to the proportion that Lender’s Commitments bear to the TotalCommitments);

(vi)      confirmation (withsupporting calculations where necessary) that each of the conditions set out inClause 2.3 (*Incremental Facility Conditions*) have orwill be met at the date such Incremental Loan becomes effective,

the IncrementalCommitment Notice shall be signed by a director of the Company.

### (b)            As soon as reasonablypracticable following receipt of an Incremental Commitment Notice, the FacilityAgent shall forward such Incremental Commitment Notice to the Lendersrequesting that each Lender confirms in writing within 10 Business Days of thedate of the Incremental Commitment Notice whether they accept or decline toparticipate in the relevant Incremental Loan.

### (c)             If any Lender doesnot wish to participate in an Incremental Loan or fails to respond to theinvitation set out in the relevant Incremental Commitment Notice within 10 BusinessDays of the date of such Incremental Commitment Notice, the portion of theIncremental Loan offered to it pursuant to such Incremental Commitment Noticeshall be offered to other existing Lenders *pro-rata*to the proportion that each Lender’s Commitments bear to the Total Commitmentsfor the purpose of this paragraph the definition of which shall be amended toexclude the Commitments of any declining Lenders.

### (d)            To the extent theexisting Lenders decline or fail to accept the invitation to participate inIncremental Loan in an amount equal to the amount  offered to the Lenders pursuant tosub-paragraphs (a)(v) and paragraph (c) above (the “**DeclinedAmount**”) within 10 Business Days of the date of the relevantIncremental Commitment Notice, the Company may nominate a Further Lender toparticipate in the relevant Incremental Loan in an amount not exceeding theDeclined Amount.  The Company shallarrange for each Further Lender to confirm to the Facility Agent in writingthat it has agreed to participate in an Incremental Loan up to the DeclinedAmount on the terms set out in the relevant Incremental Commitment Noticewithin 20 Business Days of the date of such notice or such other shorter periodrequested by the Company.

### (e)             A Further Lender mayonly participate in a Incremental Loan if it has acceded to this Agreement as aLender and each of the conditions set out in Clause 2.3 (*Incremental Facility Conditions*) have orwill be satisfied on the date the Incremental Facility Commitment inestablished).

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### (f)             Commitments inrespect of Incremental Loans shall become Commitments under this Agreementpursuant to an amendment to this Agreement, executed by the relevant Borrower,each Lender and each Further Lender that agrees to participate in the relevantIncremental Loan and the Facility Agent. For the avoidance of doubt the Facility Agent shall be authorisedwithout the consent of the Majority Lenders to execute such amendment whichshall include such technical amendments to the terms of this Agreement as arerequired to enable the operation of the relevant Incremental Facilitiesprovided only that the conditions in Clause 2.3 (*Incremental Facility Conditions*) are met.

## 2.3        **Incremental Facility Conditions**

An IncrementalLoan may only be effective if:

### (a)            no Default or Event ofDefault has occurred and is continuing nor would the drawing of any amountunder the Incremental Loan cause there to be a Default or Event of Default;

### (b)            each of the financialcovenants set out in Clause 24 (*FinancialCovenants*) would be satisfied on a *pro-forma*basis on the assumption that the Incremental Loan is drawn in full as of thelast day of the most recently ended Relevant Period;

### (c)             the maturity date ofthe Incremental Loan is no earlier than the Termination Date hereunder and theweighted average life to maturity of the Incremental Loan is no shorter thanthat of Facilities A1 and A2;

### (d)            the claims of theLenders in respect of the Term Facilities and the Revolving Facility rank atleast *pari passu* with the claimsof the Lenders under the Incremental Loan;

### (e)             the provisionsrelating to mandatory prepayments and guarantees under and of the IncrementalLoan shall be no more favourable to the Lenders under the Incremental Loancompared to those under the Facilities;

### (f)             the Company deliversto the Facility Agent any legal opinion or other condition precedents(including any information required to comply with “know your customer” orsimilar identification procedures) requested by the Facility Agent (actingreasonably) prior to utilisation of the Incremental Loan;

### (g)             if the proposedborrower of the Incremental Loan is not a Borrower it becomes an AdditionalBorrower on and in accordance with the terms of Clause 28.2 (*Additional Borrowers*);

### (h)            the date upon whichthe Incremental Loan is established is no earlier than one Business Day afterthe Closing Date.

## 2.4        **Finance Parties rights and obligations**

### (a)            The obligations ofeach Finance Party under the Finance Documents are several.  Failure by a Finance Party to perform itsobligations under the Finance Documents does not affect the obligations of anyother Party under the Finance

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### Documents. No Finance Party is responsible for the obligations of any other FinanceParty under the Finance Documents.

### (b)            The rights of eachFinance Party under or in connection with the Finance Documents are separateand independent rights and any debt arising under the Finance Documents to aFinance 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 itsrights under the Finance Documents.

## 2.5        **Obligors’ Agent**

### (a)            Each Obligor (otherthan the Company) by its execution of this Agreement or an Accession Letterirrevocably appoints the Company to act on its behalf as its agent in relationto the Finance Documents and irrevocably authorises:

#### (i)        the Company on its behalfto supply all information concerning itself contemplated by this Agreement tothe Finance Parties and to give all notices and instructions (including, in thecase of a Borrower, Utilisation Requests), to execute on its behalf anyAccession Letter, to make such agreements and to effect the relevantamendments, supplements and variations capable of being given, made or effectedby any Obligor notwithstanding that they may affect the Obligor, withoutfurther reference to or the consent of that Obligor; and

#### (ii)       each Finance Party to giveany notice, demand or other communication to that Obligor pursuant to theFinance Documents to the Company,

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

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

### (c)             For the purpose ofacting as Obligors’ Agent in accordance with this Clause 2.5, each Obligorreleases the Company from the restrictions of Sec 181 of the German Civil Codeand any equivalent restriction under any applicable law.

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# 3.           **Purpose**

## 3.1        **Purpose**

### (a)            Each Borrower shallapply all amounts borrowed by it under Facility A1 and Facility A2 towardsrefinancing all Financial Indebtedness of the Group outstanding under theExisting Senior Facilities Agreement and the Existing Mezzanine FacilityAgreement as described in the Structure Memorandum, and costs and expensesincurred by the Group in connection with the Facilities made availablehereunder.

### (b)            Each Borrower shallapply all amounts borrowed by it under the Revolving Facility, any BankGuarantee or any utilisation of any Ancillary Facility towards the generalcorporate and working capital purposes of the Group including the cost andexpenses described in paragraph (a).  TheBorrowers under the Revolving Facility shall be entitled to apply amountsborrowed under the Revolving Facility towards the financing of acquisitionspermitted under sub-paragraph (b)(ii) of Clause 25.7 (*Acquisitions*).

## 3.2        **Monitoring**

No Finance Partyis bound to monitor or verify the application of any amount borrowed pursuantto this Agreement.

# 4.           **Conditions of Utilisation**

## 4.1        **Initial Conditions Precedent**

No Borrower maydeliver a Utilisation Request unless the Facility Agent has received all of thedocuments and other evidence listed in Part I of Schedule 2 (*Conditions Precedent to Delivery of a UtilisationRequest*) in form and substance satisfactory to the FacilityAgent.  The Facility Agent shall notifythe Company and the Lenders promptly upon being so satisfied.

## 4.2        **Further Conditions Precedent**

The Lenders willonly be obliged to comply with Clause 5.4 (*Lenders’participation*) if on the date of the Utilisation Request and on theproposed Utilisation Date:

### (a)            the Facility Agent hasreceived all of the documents and other evidence listed in Part IA of Schedule2 (*Conditions Precedent to Drawdown*)in form and substance satisfactory to the Facility Agent;

### (b)            in the case of aRollover Loan, no notice has been delivered under Clause 26.18 (*Acceleration*) relating to the RevolvingCommitments and, in the case of any other Utilisation, no Default is continuingor would result from the proposed Utilisation; and

### (c)             in relation to anyUtilisation on the Closing Date (subject to Clause 4.3 (*Certain Funds*)), all the representationsand warranties in Clause 22 (*Representations*)or, in relation to any other Utilisation, the Repeating Representations to bemade by each Obligor are true in all material respects.

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## 4.3        **Certain Funds**

The Lenders agreethat (without prejudice to Clause 26.19 (*CertainFunds Period*)) in relation to the Utilisation under Facility A1 andFacility A2 requested to be made during the Certain Funds Period, Clause 4.2 (*Further Conditions Precedent*) shall onlyapply if a Certain Funds Default has occurred which is continuing or, inrelation to paragraph (b) of Schedule 12 (*CertainFunds Default*), the relevant parties are in negotiations within themeaning of such paragraph (b).

## 4.4        **Conditions relating to Optional Currencies**

### (a)            A currency willconstitute an Optional Currency in relation to a Revolving Utilisation if:

#### (i)        it is readily available inthe amount required and freely convertible into the Base Currency in theRelevant Interbank Market on the Quotation Day and the Utilisation Date forthat Utilisation; and

#### (ii)       it is Euro, Australiandollars or Japanese Yen or has been approved by the Facility Agent (acting onthe instructions of all the Lenders) on or prior to receipt by the FacilityAgent of the relevant Utilisation Request for that Utilisation.

### (b)            If the Facility Agenthas received a written request from the Company for a currency to be approvedunder sub-paragraph (a)(ii) above, the Facility Agent will confirm to theCompany by the Specified Time:

#### (i)        whether or not the Lendershave granted their approval; and

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

## 4.5        **Maximum number of Utilisations**

### (a)            A Borrower may notdeliver a Utilisation Request if as a result of the proposed Utilisation:

#### (i)        4 or more Term Loans wouldbe outstanding under Facility A1 and Facility A2; or

#### (ii)       10 or more RevolvingUtilisations (or 10 or more Incremental Facility Loans) would be outstanding.

### (b)            A Borrower may notrequest that a Term Loan be divided if, as a result of the proposed division, 4or more Term Loans would be outstanding under each of Facility A1 and FacilityA2. A Borrower may not request that a Revolving Loan be divided.

### (c)             Any Loan made by asingle Lender under Clause 8.2 (*Unavailabilityof a currency*) shall not be taken into account in this Clause 4.5.

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## 4.6        **Authorisation re fees, etc.**

Each Borrowerirrevocably authorises the Facility Agent to deduct from the amount of thefirst Utilisation under the Facilities, all fees, costs and expenses then duefrom the Company pursuant to Clause 15 (*Fees*).

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**SECTION3**

**UTILISATION**

# 5.           **Utilisation of Loans**

## 5.1        **Delivery of a Utilisation Request**

A Borrower mayutilise a Facility by delivery to the Facility Agent of a duly completedUtilisation Request not later than the Specified Time.

## 5.2        **Completion of a Utilisation Request**

### (a)            Each UtilisationRequest is irrevocable and will not be regarded as having been duly completedunless:

#### (i)        it identifies the Facilityto be utilised;

#### (ii)       the proposed UtilisationDate is a Business Day within the Availability Period applicable to thatFacility;

#### (iii)      the currency and amount ofthe Utilisation comply with Clause 5.3 (*Currencyand amount*); and

#### (iv)      the proposed Interest Periodcomplies with Clause 13 (*Interest Periodsand Terms*).

### (b)            Only one Utilisationmay be requested in each Utilisation Request.

## 5.3        **Currency and amount**

### (a)            The currency specifiedin a Utilisation Request must be the Base Currency or, in case of the RevolvingFacility, the Base Currency or an Optional Currency.

### (b)            The amount of theproposed Utilisation must be:

#### (i)        for Facility A1, an amountequal to USD 150,000,000 or, if less, the Available Facility; or

#### (ii)       for Facility A2, an amountequal to euro 275,000,000 or, if less, the Available Facility; or

#### (iii)      for the Revolving Facility,a minimum amount of USD 1,000,000 (and thereafter integral multiples ofUSD 500,000) (or if an Optional Currency (subject to paragraph (b) ofClause 4.4 (*Conditions relating to OptionalCurrencies*)) its equivalent) or, if less, the Available Facility.

### (c)             For the avoidance ofdoubt, none of the requirements in paragraph (b) above shall apply to anyAncillary Facility.

## 5.4        **Lenders’ participation**

### (a)            If the conditions setout in this Agreement for the relevant Facility have been met, each Lendershall make its participation in each Loan available by the Utilisation Datethrough its Facility Office.

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### (b)            The amount of eachLender’s participation in each Loan will be equal to the proportion borne byits Available Commitment to the Available Facility immediately prior to makingthe Loan.

### (c)             The Facility Agentshall determine the Base Currency Amount of each Revolving Loan which is to bemade in an Optional Currency and shall notify each Lender of the amount of eachLoan and the amount of its participation in that Loan by the Specified Time.

## 5.5        **Limitation on Utilisations**

The RevolvingFacility shall not be utilised on the Closing Date unless Facility A1 andFacility A2 are drawn in full at the same time.

# 6.           **utilisation by way of bankguarantees**

## 6.1        **The Revolving Facility**

### (a)            The Revolving Facilitymay be utilised by way of Bank Guarantees.

### (b)            Other than Clause 5.5(*Limitations on Utilisations*),Clause 5 (*Utilisation of Loans*)does not apply to utilisation by way of Bank Guarantees.

## 6.2        **Delivery of a Utilisation Request for Bank Guarantees**

A Borrower mayrequest a Bank Guarantee or the renewal of an existing Bank Guarantee bydelivery to the Facility Agent of a duly completed Utilisation Request in theform of Part IB of Schedule 3 (*UtilisationRequest Bank Guarantees*) not later than the Specified Time.

## 6.3        **Completion of a Utilisation Request for Bank Guarantees**

Each UtilisationRequest for a Bank Guarantee is irrevocable and will not be regarded as havingbeen duly completed unless:

### (a)            it specifies that itis for a Bank Guarantee;

### (b)            the proposedUtilisation Date is a Business Day within the Availability Period applicable tothe Revolving Facility;

### (c)             the currency andamount of the Bank Guarantee comply with Clause 6.4 (*Currency and amount*);

### (d)            the form of BankGuarantee is attached;

### (e)             the Expiry Date ofthe Bank Guarantee falls on or before the Termination Date in relation to theRevolving Facility;

### (f)             the Term of the BankGuarantee is 12 months or less;

### (g)             the deliveryinstructions for the Bank Guarantee are specified; and

### (h)            in the case of aUtilisation Request for the renewal of a Bank Guarantee the terms shall be thesame as those of the relevant Bank Guarantee immediately prior to its renewalexcept that:

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#### (i)        paragraph (d) above shallnot apply;

#### (ii)       its amount may be less thanthe amount of the Bank Guarantee immediately prior to its renewal; and

#### (iii)      its Term shall start on thedate which was the Expiry Date of the Bank Guarantee immediately prior to itsrenewal and shall end on the proposed Expiry Date specified in the renewalUtilisation Request (which for the avoidance of doubt, shall be no longer than12 months after the date of the relevant renewal Utilisation Request).

## 6.4        **Currency and amount**

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

### (b)            The amount of theproposed Bank Guarantee must be an amount whose Base Currency Amount is notmore than the Available Facility and which is if the currency selected is theBase Currency, a minimum of USD 500,000 (or, if an Optional Currency, itsequivalent) or, if less, the Available Facility.

## 6.5        **Issue of Bank Guarantees**

### (a)            If the conditions setout in this Agreement have been met, the Issuing Bank shall:

#### (i)        issue the Bank Guaranteeon the Utilisation Date; and

#### (ii)       if so requested amend andreissue any Bank Guarantee on its Expiry Date.

### (b)            No Borrower maydeliver a Utilisation Request unless the Facility Agent has made thenotification pursuant to Clause 4.1 (*InitialConditions Precedent*).

### (c)             The Issuing Bank willonly be obliged to comply with paragraph (a) above if on the date of theUtilisation Request and on the proposed Utilisation Date:

#### (i)        in the case of a BankGuarantee to be renewed, no notice has been delivered under Clause 26.18 (*Acceleration*) relating to the RevolvingCommitments and, in the case of any other Utilisation, no Default is continuingor would result from the proposed Utilisation; and

#### (ii)       in relation to anyUtilisation on the Closing Date, all the representations and warranties inClause 22 (*Representations*) or,in relation to any other Utilisation, the Repeating Representations to be madeby each Obligor are true in all material respects.

### (d)            The amount of eachLender’s participation in each Bank Guarantee will be equal to the proportionborne by its Available Commitment to the Available Facility (in each case inrelation to the Revolving Facility) immediately prior to the issue of the BankGuarantee.

### (e)             The Facility Agentshall determine the Base Currency Amount of each Bank Guarantee which is to beissued in an Optional Currency and shall notify the

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### Issuing Bank and each Lender of the detailsof the requested Bank Guarantee and its participation in that Bank Guarantee bythe Specified Time.

# 7.           **BANK GUARANTEES**

## 7.1        **Immediately payable**

If a BankGuarantee or any amount outstanding under a Bank Guarantee is expressed to beimmediately payable, the Borrower that requested the issue of that BankGuarantee shall repay or prepay that amount immediately.

## 7.2        **Fees payable in respect of Bank Guarantees**

### (a)            The relevant Borrowershall pay to the Issuing Bank a fronting fee at the rate of 0.125 per cent. perannum on the outstanding amount which is counter-indemnified by the otherLenders of each Bank Guarantee requested by it for the period from the date ofissue of that Bank Guarantee until its Expiry Date.

### (b)            The relevant Borrowershall pay to the Facility Agent (for the account of each Lender) a BankGuarantee fee in the Base Currency computed at the rate equal to the Marginapplicable to a Revolving Loan on the outstanding amount of each Bank Guaranteerequested by it for the period from the issue of that Bank Guarantee until itsExpiry Date.  This fee shall bedistributed according to each Lender’s Bank Guarantee Proportion of that BankGuarantee.

### (c)             The accrued BankGuarantee fee on a Bank Guarantee shall be payable on the first day of eachsuccessive period of three Months (or such shorter period as shall end on theExpiry Date for that Bank Guarantee) starting on the date of issue of that BankGuarantee and on any date the Revolving Facility is cancelled in full and theBank Guarantee is prepaid or repaid in full.

## 7.3        **Claims under a Bank Guarantee**

### (a)            Each Borrowerirrevocably and unconditionally authorises the Issuing Bank to pay any claimmade or purported to be made under a Bank Guarantee requested by it and whichappears on its face to be in order (a “**claim**”).

### (b)            Each Borrower shallimmediately on demand or, if such payment is being funded by a Revolving Loan,shall within three Business Days of demand pay to the Facility Agent for theIssuing Bank an amount equal to the amount of any claim.

### (c)             Each Borroweracknowledges that the Issuing Bank:

#### (i)        is not obliged to carryout any investigation or seek any confirmation from any other person beforepaying a claim; and

#### (ii)       deals in documents only andwill not be concerned with the legality of a claim or any underlyingtransaction or any available set off, counterclaim or other defence of anyperson.

## 7.4        **Indemnities**

### (a)            Each Borrower shallwithin 3 Business Days of demand indemnify the Issuing Bank against any cost,loss or liability incurred by the Issuing Bank (otherwise

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### than by reason of the Issuing Bank’s grossnegligence or wilful misconduct or material breach of its contractualobligations) in acting as the Issuing Bank under any Bank Guarantee requestedby (or on behalf of) that Borrower.

### (b)            Each Lender shallwithin 3 Business Days of demand indemnify the Issuing Bank against such Lender’sBank Guarantee Proportion of any cost, loss or liability incurred by theIssuing Bank (otherwise than by reason of the Issuing Bank’s gross negligenceor wilful misconduct) in acting as the Issuing Bank under any Bank Guarantee(unless the Issuing Bank has been reimbursed by an Obligor pursuant to aFinance Document).

### (c)             If any Lender is notpermitted (by its constitutional documents or any applicable law) to complywith paragraph (b) above, then that Lender will not be obliged to comply withparagraph (b) and shall instead be deemed to have taken, on the date the BankGuarantee is issued (or if later, on the date the Lender’s participation in theBank Guarantee is transferred or assigned to the Lender in accordance with theterms of this Agreement), an undivided interest and participation in the BankGuarantee in an amount equal to its Bank Guarantee Proportion of that BankGuarantee.  On receipt of demand from theFacility Agent, that Lender shall pay to the Facility Agent (for the account ofthe Issuing Bank) an amount equal to its Bank Guarantee Proportion of theamount demanded.

### (d)            The Borrower whichrequested (or on behalf of which the Company requested) a Bank Guarantee shallimmediately on demand reimburse any Lender for any payment it makes to theIssuing Bank under this Clause 7.4 in respect of that Bank Guarantee.

### (e)             The obligations ofeach Lender under this Clause 7.4 are continuing obligations and will extend tothe ultimate balance of sums payable by that Lender in respect of any BankGuarantee, regardless of any intermediate payment or discharge in whole or inpart.

### (f)             The obligations ofany Lender or Borrower under this Clause 7.4 will not be affected by any act,omission matter or thing which, but for this Clause 7.4, would reduce, releaseor prejudice any of its obligations under this Clause (without limitation andwhether or not known to it or any other person) including:

#### (i)        any time, waiver orconsent granted to, or composition with, any Obligor, any beneficiary under aBank Guarantee or other person;

#### (ii)       the release of any otherObligor or any other person under the terms of any composition or arrangementwith any creditor or any member of the Group;

#### (iii)      the taking, variation,compromise, exchange, renewal or release of, or refusal or neglect to perfect,take up or enforce, any rights against, or security over assets of, anyObligor, any beneficiary under a Bank

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#### Guarantee or other person or any nonpresentation or non observance of any formality or other requirement in respectof any instrument or any failure to realise the full value of any security;

#### (iv)      any incapacity or lack ofpower, authority or legal personality of or dissolution or change in themembers or status of an Obligor, any beneficiary under a Bank Guarantee or anyother person;

#### (v)       any amendment (howeverfundamental) or replacement of a Finance Document, any Bank Guarantee or anyother document or security;

#### (vi)      any unenforceability,illegality or invalidity of any obligation of any person under any FinanceDocument, any Bank Guarantee or any other document or security; or

#### (vii)     any insolvency or similarproceedings.

## 7.5        **Rights of contribution**

No Obligor will beentitled to any right of contribution or indemnity from any Finance Party inrespect of any payment it may make under this Clause 7.

## 7.6        **Settlement Conditional**

Any settlement ordischarge between a Lender and the Issuing Bank shall be conditional upon nosecurity or payment to the Issuing Bank by a Lender or any other person onbehalf of a Lender being avoided or reduced by virtue of any laws relating tobankruptcy, insolvency, liquidation or similar laws of general application and,if any such security or payment is so avoided or reduced, the Issuing Bankshall be entitled to recover the value or amount of such security or paymentfrom such Lender subsequently as if such settlement or discharge had notoccurred.

## 7.7        **Exercise of Rights**

The Issuing Bankshall not be obliged before exercising any of the rights, powers or remediesconferred upon it in respect of any Lender by this Agreement or by law:

### (a)            to take any action orobtain judgment in any court against any Obligor;

### (b)            to make or file anyclaim or proof in a winding up or dissolution of any Obligor; or

### (c)             to enforce or seek toenforce any other security taken in respect of any of the obligations of anyObligor under this Agreement.

# 8.           **Optional Currencies**

## 8.1        **Selection of currency**

A Borrower shallselect the currency of a Revolving Utilisation in a Utilisation Request.

## 8.2        **Unavailability of a currency**

If before theSpecified Time on any Quotation Day:

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

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

the Facility Agentwill give notice to the relevant Borrower to that effect by the Specified Timeon that day.  In this event, any Lenderthat gives notice pursuant to this Clause 8.2 will be required to participatein the Loan in the Base Currency (in an amount equal to that Lender’sproportion of the Base Currency Amount, or in respect of a Rollover Loan, anamount equal to that Lender’s proportion of the Base Currency Amount of theRollover Loan that is due to be paid) and its participation will (other thanfor the purposes of calculating maximum numbers of loans under Clause 4.6) betreated as a separate Loan denominated in the Base Currency during thatInterest Period.

## 8.3        **Facility Agent’s calculations**

Each Lender’sparticipation in a Loan will be determined in accordance with paragraph (b) ofClause 5.4 (*Lenders’ participation*).

# 9.           **Ancillary Facilities**

## 9.1        **Type of Facility**

An AncillaryFacility may be by way of:

### (a)            an overdraft facility;

### (b)            a guarantee, bonding,documentary or stand by letter of credit facility;

### (c)             any other facility oraccommodation required in connection with the business of the Group and whichis agreed to by the Company with an Ancillary Lender.

## 9.2        **Availability**

### (a)            If the Company and aLender agree and subject as provided below, the Lender may provide an AncillaryFacility on a bilateral basis to a Borrower(s) in place of all or part of thatLender’s unutilised Revolving Commitment, **provided that**no more than 5 Ancillary Facilities may be outstanding at any time.

### (b)            An Ancillary Facilityshall not be made available unless the Facility Agent has first been providedwith the notice and other information contemplated by Clause 9.3 (*Approval process*).

### (c)             If the Facility Agentapproves an Ancillary Facility (approval of which shall not be unreasonablywithheld), then:

#### (i)             the Lender concernedwill become an Ancillary Lender; and

#### (ii)            the Ancillary Facilitywill be available,

with effect fromthe date agreed by the Company and the Ancillary Lender.

## 9.3        **Approval process**

Not less than 5Business Days prior to the Commencement Date for an Ancillary Facility theCompany shall deliver to the Facility Agent:

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### (a)            a notice specifying:

#### (i)        the proposed Borrower(s)which may use the Ancillary Facility;

#### (ii)       the proposed CommencementDate and expiry date of the Ancillary Facility;

#### (iii)      the proposed type ofAncillary Facility to be provided;

#### (iv)      the proposed AncillaryLender;

#### (v)       the proposed applicableAncillary Commitment; and

#### (vi)      the proposed currency inwhich the Ancillary Facility may be drawn;

### (b)            a copy of the proposedAncillary Facility Document; and

### (c)             any other informationwhich the Facility Agent may reasonably require in connection with theAncillary Facility.

The Facility Agentshall promptly notify the Company, the Ancillary Lender and the other Lendersof the establishment of an Ancillary Facility.

## 9.4        **Terms of Ancillary Facilities**

### (a)            Except as providedbelow, the terms of any Ancillary Facility will be those agreed by theAncillary Lender and the Company.

### (b)            However, those terms:

#### (i)        must be based upon normalcommercial terms at that time (except as varied by this Agreement);

#### (ii)       may allow only Borrowers touse the Ancillary Facility;

#### (iii)      may not allow the AncillaryOutstandings to exceed the Ancillary Commitment;

#### (iv)      may not allow the AncillaryCommitment of a Lender to exceed the Available Commitment with respect to theRevolving Facility of that Lender; and

#### (v)       must ensure that theAncillary Commitment is reduced to nil, and that all Ancillary Outstandings arerepaid not later than the Termination Date for the Revolving Facility.

### (c)             If there is anyinconsistency between any term of an Ancillary Facility and any term of thisAgreement, this Agreement shall prevail except for Clause 35.3 (*Day Count Convention*) which shall notprevail for the purposes of calculating fees, interest or commission relatingto an Ancillary Facility other than the fee referred to in paragraph (d) ofClause 9.7 (*Interest, Commitment Commissionand Fees on Ancillary Facilities*).

 

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## 9.5                         **Refinancing of AncillaryFacility**

### (a)                                     No Ancillary Lender may demand repayment orprepayment of any amounts under its Ancillary Facility unless:

#### (i)                        the Total Revolving Commitments have been cancelled in full, or theFacility Agent has declared all outstanding Utilisations under the RevolvingFacility immediately due and payable; or

#### (ii)                     the Ancillary Outstandings under that Ancillary Facility can be repaidby a Revolving Loan.

### (b)                                     The share of the Ancillary Lender in aRevolving Loan being used to refinance that Ancillary Lender’s AncillaryFacility will be that amount which will result (so far as possible) in:

#### (i)                        the proportion which its share of all outstanding Utilisations underthe Revolving Facility bears to the aggregate amount of the outstandingUtilisations under the Revolving Facility

being equal to:

#### (ii)                     the proportion which its Available Commitment with respect to theRevolving Facility bears to the aggregate of the Available Commitments,

in each case, assuming the repayment of the relevant AncillaryFacility has taken place.

The share of the other Lenders in any such RevolvingLoan will be adjusted accordingly.

## 9.6                         **Information**

Each Borrower and each Ancillary Lender shall,promptly upon request by the Facility Agent, supply the Facility Agent with anyinformation relating to the operation of an Ancillary Facility  (including the Ancillary Outstandings) as theFacility Agent may reasonably request from time to time.  Each Borrower consents to all suchinformation being released to the Facility Agent and the other Finance Parties.

## 9.7                         **Interest, CommitmentCommission and Fees on Ancillary Facilities**

### (a)                                     The rate and time of payment of interest,commission, fees and any other remuneration in respect of each AncillaryFacility shall be determined by agreement between the Ancillary Lender and theBorrower concerned (or the Company on behalf of any other Borrower(s)) basedupon normal market rates and terms.

### (b)                                     A reference in this Agreement to a Fee Lettershall include the provisions of any document setting out the agreement betweenthe Ancillary Lender and the Borrower in respect of interest, commission, feesand other remuneration.

### (c)                                      Accrued interest, commission, fees and otherremuneration in respect of an Ancillary Facility shall also be payable to theAncillary Lender on cancellation

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### of the Ancillary Commitment in respect of that Ancillary Facility atthe time the cancellation is effective if the Ancillary Commitment is cancelledin full.

### (d)                                     The relevant Borrower shall pay to therelevant Ancillary Lender a fee in the Base Currency computed at the rateapplicable to the Revolving Facility under paragraph (a) of Clause 15.1 (*Commitment Fee*) on the unused portion ofany Ancillary Facility (being the Ancillary Commitment applicable to thatAncillary Facility minus the Ancillary Outstandings under that AncillaryFacility) for the period for which that Ancillary Facility is made available bythat Ancillary Lender.

### (e)                                      The accrued commitment fee in respect of anAncillary Facility is payable on the last day of each successive period ofthree Months which ends during the period for which that Ancillary Facility isavailable, on the last day of the availability period for that AncillaryFacility and on the cancelled amount of the Ancillary Lender’s AncillaryCommitment for that Ancillary Facility at the time the cancellation iseffective.

## 9.8                         **Reduction and Increase ofRevolving Commitment**

The Revolving Commitment of each Ancillary Lendershall be reduced *pro tanto*by theamount of its Ancillary Commitment but shall automatically increase upon thatAncillary Facility ceasing to be available to the relevant Borrower or upon theAncillary Facility being cancelled.

## 9.9                         **Affiliates of Lenders asAncillary Lenders**

### (a)                                     Subject to the terms of this Agreement, an Affiliateof a Lender may become an Ancillary Lender. In such case, the Lender and its Affiliate shall be treated as a singleLender whose Revolving Commitment is the amount set out opposite the relevantLender’s name in Schedule 1 (*The OriginalLenders*).  For the purposes ofcalculating the Lender’s Available Commitment with respect to the RevolvingFacility, the Lender’s Commitment shall be reduced to the extent of theaggregate of the Ancillary Commitments of its Affiliates.

### (b)                                     The Company shall specify any relevantAffiliate of a Lender in any notice delivered by the Company to the FacilityAgent pursuant to paragraph (a) of Clause 9.3 (*Approvalprocess*).

### (c)                                      If a Lender assigns all of its rights andbenefits or transfers all of its rights and obligations to a New Lender (asdefined in Clause 27 (*Changes to the Lenders*),its Affiliate shall cease to have any obligations under this Agreement or anyAncillary Document.

### (d)                                     Where this Agreement or any other FinanceDocument imposes an obligation on an Ancillary Lender and the relevantAncillary Lender is an Affiliate of a Lender which is not a party to thatdocument, the relevant Lender shall ensure that the obligation is performed byits Affiliate.

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**SECTION4**

**REPAYMENT, PREPAYMENT ANDCANCELLATION**

# 10.                         **Repayment**

## 10.1                  **Repayment of Facility TermLoans**

### (a)                                     The Borrowers under Facility A1 and FacilityA2 shall repay the aggregate Facility A1 Loans and the aggregate Facility A2Loans in instalments by repaying on each Facility A1 Repayment Date or eachFacility A2 Repayment Date, as the case may be, an amount equal to the relevantpercentage of all Facility A1 Loans and all Facility A2 Loans borrowed by theBorrowers as at close of business in London on the last day of the AvailabilityPeriod in relation to Facility A1 or Facility A2 as set out opposite suchFacility A1 Repayment Date or Facility A2 Repayment Date in the table below:

| Repayment Date                            | ** ** | **Facility A1  Repayment  Instalment (in USD)** | ** ** | **Facility A2  Repayment  Instalment (in  EUR)** | ** ** |
|------------------------------------------------|------------|----------------------------------------------------------------|------------|------------------------------------------------------------|------------|
|                                           |       |                                                           |       |                                                       |       |
| Date falling 36  months after the Closing Date |       | 15                                                             | %          | 15                                                         | %          |
|                                           |       |                                                           |       |                                                       |       |
| Date falling 48  months after the Closing Date |       | 15                                                             | %          | 15                                                         | %          |
|                                           |       |                                                           |       |                                                       |       |
| Date falling 60 months  after the Closing Date |       | 70                                                             | %          | 70                                                         | %          |

 

### (b)                                     If, in relation to a Facility A1 RepaymentDate or Facility A2 Repayment Date, the aggregate amount of the Facility A1Loans or Facility A2 Loans, as the case may be, made to the Borrowers exceedsthe Facility A1 Repayment Instalment or the Facility A2 Repayment Instalment asthe case may be to be repaid, the Company may, if it gives the Facility Agentnot less than five Business Days’ prior notice, select which of the Facility A1Loans or Facility A2 Loans will be wholly or partially repaid so that theFacility A1 Repayment Instalment or Facility A2 Repayment Instalment, as thecase may be, is repaid on the relevant Repayment Date in full.  The Company may not make a selection if as aresult more than one Facility A1 Loan or Facility A2 Loan will be partiallyrepaid. As between the Borrowers, all Facility A1 Repayment Instalments andFacility A2 Repayment Instalments shall be applied at the direction of theCompany.

### (c)                                      If the Company fails to deliver a notice tothe Facility Agent in accordance with paragraph (b) above, the Facility Agentshall select the Facility A1 Loans and Facility A2 Loans to be wholly orpartially repaid.

### (d)                                     No Borrower may reborrow any part of a TermFacility which is repaid.

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## 10.2                  **Repayment of Revolving Loans**

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

### (b)                                     Where, on the same day on which a Borrower isdue to repay a Revolving Loan, such Borrower has also requested a Rollover Loanbe made to it, the amount to be so repaid and the amount to be so drawn downshall be netted off against each other so that the amount which that Borroweris actually required to repay or is entitled to receive (as the case may be)shall be the net amount after such netting off.

## 10.3                  **Effect of Prepayment andCancellation on Scheduled Repayments and Reductions**

### (a)                                     If the Company cancels the whole or any partof the Facility A1 Commitments or the Facility A2 Commitments in accordancewith Clause 11.6 (*Right of repayment andcancellation in relation to a single Lender or Issuing Bank*) or ifany of the Facility A1 Commitments or the Facility A2 Commitments of any Lenderis reduced under Clause 11.1 (*Illegality ofa Lender*) then the amount of the Facility A1 Repayment Instalmentfor each Facility A1 Repayment Date or Facility A2 Repayment Instalment foreach Facility A2 Repayment Date falling after that cancellation will reduce *pro rata*by the amount cancelled.

### (b)                                     If the Company cancels the whole or any partof the Facility A1 Commitments or the Facility A2 Commitments in accordancewith Clause 11.3 (*Voluntary cancellation*)or prepays any part of the Facility A1 Loan or Facility A2 Loan in accordancewith Clause 11.4 (*Voluntary prepayment ofTerm Loans*) then the amount so cancelled or prepaid (as the case maybe) shall be applied over the remaining Facility A1 Repayment Instalments orFacility A2 Repayment Instalments as the Company may select.

### (c)                                      If any of the Facility A1 Loans or FacilityA2 Loans are prepaid in accordance with Clause 11.6 (*Right of repayment and cancellation in relation to a single Lender orIssuing Bank*) or Clause 11.1 (*Illegalityof a Lender*) then the amount of the Facility A1 Repayment Instalmentor Facility A2 Repayment Instalment for each Facility A1 Repayment Date andeach Facility A2 Repayment Date, respectively after that prepayment will reduce*pro rata* by the amount of theFacility A1 Loan or Facility A2 Loan prepaid.

# 11.                         **Prepayment and Cancellation**

## 11.1                  **Illegality of a Lender**

If at any time, it becomes unlawful in any applicablejurisdiction for a Lender to perform any of its obligations as contemplated bythis Agreement or to make, fund, issue or maintain its participation in anyUtilisation that Lender shall promptly notify the Facility Agent upon becomingaware of that event and upon the Facility Agent notifying the Company:

### (a)                                     that Lender shall not thereafter be obligedto participate in any Utilisation and the Commitments of that Lender shallimmediately be reduced to zero and cancelled; and

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### (b)                                     the Company shall and shall procure that eachother Borrower will, on or before such date as the Facility Agent shall havespecified, (allowing the Borrower the full benefit of any grace periodpermitted by law), repay that Lender’s participation in the Utilisations madeto it or that Borrower together with accrued interest on and all other amountsowing to that Lender under the Finance Documents or replace such Lenderpursuant to Clause 38.4 (*Replacement of aLender*).

## 11.2                  **Illegality of Issuing Bank**

If at any time after the date of this Agreement itbecomes unlawful for the Issuing Bank to issue or leave outstanding any BankGuarantee, the Revolving Facility shall cease to be available for the issue ofBank Guarantees and the Company shall procure that each other Borrower uses itsbest endeavours to procure the release of each Bank Guarantee outstanding atsuch time.

## 11.3                  **Voluntary cancellation**

### (a)                                     Subject to paragraph (b) below the Companymay, if it gives the Facility Agent not less than 3 Business Days’ (or suchshorter period as the Majority Lenders may agree) prior notice, cancel thewhole or any part of an Available Facility. Any cancellation under this Clause 11.3 shall reduce rateably theCommitments of the Lenders under that Facility.

### (b)                                     The Company shall not cancel any part of theFacility A1 Available Commitment or the Facility A2 Available Commitment unlessthe aggregate Base Currency Amount of such cancellations is at least EUR1,000,000 or the USD equivalent thereof.

## 11.4                  **Voluntary prepayment of TermLoans**

### (a)                                     Subject to paragraph (b) below, the Borrowersmay, if the Company gives the Facility Agent not less than 3 Business Days’ (orsuch shorter period as the Majority Lenders may agree) prior notice, prepay thewhole or any part of any Term Loans which such Borrowers may select (but, if inpart, being an amount that reduces the Base Currency Amount of the Term Loansby a minimum amount of EUR 1,000,000) or the USD equivalent thereof.

### (b)                                     A Term Loan may only be prepaid after thelast day of the Availability Period (or, if earlier, the day on which theapplicable Available Facility is zero).

## 11.5                  **Voluntary prepayment ofRevolving Utilisations**

The Borrower to which a Revolving Utilisation has beenmade may, if it or the Company gives the Facility Agent not less than 3Business Days’ (or such shorter period as the Majority Lenders may agree) priornotice, prepay the whole or any part of a Revolving Utilisation (but if inpart, being an amount that reduces the Base Currency Amount of the RevolvingUtilisation by a minimum amount of USD 1,000,000).

## 11.6                  **Right of repayment and cancellationin relation to a single Lender or Issuing Bank**

### (a)                                     If:

#### (i)                        any sum payable to any Lender by an Obligor is required to be increasedunder sub-paragraph (a)(iii) of Clause 16.2 (*Taxgross up*);

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#### (ii)                     any Lender or Issuing Bank claims indemnification from the Company orany other Obligor under Clause 16.3 (*Taxindemnity*) or Clause 17.1 (*Increasedcosts*); or

#### (iii)                  anyLender notifies the Facility Agent of its Additional Cost Rate under paragraph3 of Schedule 4 (*Mandatory Cost Formulae*),

the Company may, whilst (in the case of paragraphs (i)and (iii) above) the circumstance giving rise to the requirement orindemnification continues or whilst (in the case of sub-paragraph (iii) above)that Additional Cost Rate is greater than zero, give the Facility Agent noticeof cancellation of the Commitments of that Lender and its intention to procurethe repayment of that Lender’s participation in the Utilisations.

### (b)                                     On receipt of a notice referred to inparagraph (a) above, the Commitments of that Lender shall immediately bereduced to zero.

### (c)                                      On the last day of each Interest Period whichends after the Company has given notice under paragraph (a) above (or, ifearlier, the date specified by the Company in that notice), each Borrower towhich a Utilisation is outstanding shall repay that Lender’s participation inthat Utilisation.

## 11.7                  **Exit**

### (a)                                     For the purpose of this Clause 11.7:

(i)                        “**Change of Control**” means the InitialInvestors or any funds controlled by the Initial Investors cease to controldirectly or indirectly the Company **providedthat**, no Change of Control shall be deemed to occur if the board ofdirectors of the Company shall consist of a majority of continuing directors.

For the purposes of the definition of “**Change of Control**” in this Clause 11.7, “**control**” means, in relation to the Company:

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

##### (A)                 cast,or control the casting of, more than one half of the maximum number of votesthat might be cast at a general meeting of the Company; or

##### (B)                 appointor remove all, or the majority, of the directors or other equivalent officersof the Company; or

##### (C)                 givedirections with respect to the operating and financial policies of the Companygenerally which the directors or other equivalent officers of the Company areobliged to comply with,

#### (ii)                     “**continuing directors**” means directors of the Company who wereimmediately prior to the occurrence of any event or circumstance that would(but for the proviso set out in sub-paragraph (a)(i) above) result in a

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#### Change of Control, directors, nominees of such directors or nominees ofthe Initial Investors.

### (b)                                     Upon the occurrence of a Change of Control orthe sale of the whole or substantially the whole of the Group’s business and assets,the Facility Agent (acting on the instructions of the Majority Lenders) may bynot less than 90 days notice to the Company, cancel the Facilities in full andrequire that the Term Loans, each Revolving Loan and each Bank Guarantee shallbe prepaid in full together with interest thereon and all other amounts accruedand owing by each Party (other than a Finance Party) under the FinanceDocuments.

## 11.8                  **Equity Proceeds**

### (a)                                     For the purpose of this Clause 11.8, “**Equity Proceeds**” means the cash proceeds (after deductingany costs reasonably incurred in raising such equity proceeds) in excess of EUR40,000,000 raised from the primary issuance by the Company or any other memberof the Group of shares or other equity instrument on any recognised stock exchangeor other capital market.

### (b)                                     No member of the Group shall be permitted toraise Equity Proceeds to fund (directly or indirectly) the payment of adividend or other distribution to any shareholder of the Company.

### (c)                                      Notwithstanding the terms of paragraph (d)below, any Equity Proceeds specifically raised for the purpose of prepaying theFacilities shall be applied in payment of the Facilities within 5 Business Daysof receipt.

### (d)                                     Subject to paragraph (c) above, the Companyshall procure that each member of the Group shall apply an amount equal to theamount of Equity Proceeds received by it for the particular purpose for whichthey were raised **providedthat**such purpose ispermitted under this Agreement (a “**SpecifiedPurpose**”) within 12 monthsof the date of receipt (or shall be committed to be applied for such purposewithin such period and applied within 24 months of the date of receipt).  If such Equity Proceeds are not appliedtowards a Specified Purpose within the time periods referred to above, then theCompany shall procure that the Borrowers prepay Loans in an amount equal to 50%of the amount of such Equity Proceeds together with interest thereon and allother amounts accrued and owing by each Party (other than a Finance Party)under the Finance Documents subject to Clause 11.12 (*Prepayment elections*). The prepayments shall be applied under Clause 11.10 (*Application of prepayments*).  Equity Proceeds shall not be required to beapplied in prepayment of the Facilities if the Non-Leveraged Criteria has beenmet prior to the last date upon which such prepayment is required to be made.

## 11.9                  **Disposal proceeds**

### (a)                                     For the purposes of this Clause 11.9:

“**Disposal**”means a sale, lease, transfer, loan or other disposal by a person of any asset,undertaking or business (whether voluntary or involuntary and whether as asingle transaction or a series of related transactions).

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“**Disposal Proceeds**”means the cash consideration received by any member of the Group (including anyamount received in repayment of intercompany debt by a member of the Group froma company disposed of) for any Disposal made by any member of the Group afterdeducting:

#### (i)                        amounts which are to be applied in the reinvestment of assets ortowards acquisitions permitted under Clause 25.7 (*Acquisitions*) within twelve months of receipt of suchproceeds (or committed for such application within such period and appliedwithin eighteen months of receipt);

#### (ii)                     expenses incurred by any member of the Group with respect to thatDisposal to person(s) who are not members of the Group;

#### (iii)                  anyTax incurred and required to be paid by the seller in connection with thatDisposal (as reasonably determined by the seller, on the basis of existingrates and taking account of any available credit, deduction or allowance);

#### (iv)                 theamount of any reserve maintained by the relevant member of the Group, actingreasonably, in accordance with the Accounting Principles with respect topurchase price adjustment or indemnification obligations owing pursuant to thedocumentation pursuant to which such Disposal is consummated (with any unusedportion of such reserve to constitute Disposal Proceeds on the date upon whichthe purchase price adjustment or indemnification obligations terminate or suchreserve is reduced other than in connection with a payment to the relevantpurchaser);

#### (v)                    the amount of the Disposal Proceeds which is immediately upon suchDisposal occurring required to be applied in repaying Financial Indebtedness ofthe member of the Group making such Disposal where such Financial Indebtednessrelates to the asset disposed of;

#### (vi)                 EUR80,000,000 (or its equivalent in any currency) in any one year and an aggregateamount of EUR 200,000,000 during the life of the Facilities,

and **provided that**the proceeds of any Disposal which are less than EUR 1,000,000 and theproceeds of any Permitted Disposal shall be excluded from all consideration.

### (b)                                     Subject to paragraph (c) below the Companyshall ensure that it and the other Borrowers prepay Loans in an amount equal tothe Disposal Proceeds promptly upon receipt of those proceeds subject to Clause11.12 (*Prepayment elections*). Theprepayments will be applied under Clause 11.10 (*Application of prepayments*).

### (c)                                      Notwithstanding paragraph (b) above, noprepayment of Disposal Proceeds shall be required if the Non-Leveraged Criteriahas been met.

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## 11.10           **Application of mandatoryprepayments**

### (a)                                     Subject to paragraph (b) below a prepaymentmade under Clause 11.8 (*Equity Proceeds*)or 11.9 (*Disposal Proceeds*) shallbe applied as the Company directs unless such prepayment would cause the totalaggregate amount of all such prepayments in that financial year to exceed EUR40,000,000 in which case the portion of such prepayment in excess of EUR40,000,000 and all subsequent mandatory prepayments during that financial yearshall be applied *pro rata* to theremaining scheduled principal repayments under the Term Facilities.

### (b)                                     Notwithstanding paragraph (a) above, theCompany shall only be obliged to procure the prepayment of Loans from proceedsraised by members of the Group that are not U.S. Companies towards Loansborrowed by U.S. Borrowers and from proceeds raised by members of the Groupthat are U.S. Companies towards Loans borrowed by non-U.S. Borrowers onlyto the extent such prepayment would not cause any material adverse taxconsequences to the Group. The Company shall ensure that all transactionsrelated to the raising of Equity Proceeds and/or disposals are not structuredin such a way so that the limitations on guarantees set out in Clause 21 (*Guarantee and Indemnity*) or the provisionsof this paragraph (b) would operate in a way that would excuse the making ofany prepayment otherwise due under this Clause 11.

## 11.11           **Restrictions**

### (a)                                     Any notice of cancellation or prepaymentgiven by any Party under this Clause 11 shall be irrevocable and, unless acontrary indication appears in this Agreement, shall specify the date or datesupon which the relevant cancellation or prepayment is to be made and the amountof that cancellation or prepayment.

### (b)                                     Any prepayment under this Agreement shall bemade together with accrued interest on the amount prepaid and Break Costswithout premium or penalty.

### (c)                                      No Borrower may reborrow any part of a TermFacility which is prepaid.

### (d)                                     Unless a contrary indication appears in thisAgreement, any part of the Revolving Facility which is prepaid (other thanunder Clause 11.8 (*Equity**Proceeds*) or Clause 11.9 (*Disposal proceeds*) may be reborrowed inaccordance with the terms of this Agreement.

### (e)                                      The Borrowers shall not repay or prepay allor any part of the Utilisations or cancel all or any part of the Commitmentsexcept at the times and in the manner expressly provided for in this Agreement.

### (f)                                       No amount of the Total Commitments cancelledunder this Agreement may be subsequently reinstated.

### (g)                                      If the Facility Agent receives a notice underthis Clause 11 it shall promptly forward a copy of that notice to the Companyand the affected Lenders, as appropriate.

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## 11.12           **Prepayment elections**

### (a)                                     Any prepayment under paragraph (b) of Clause11.7 (*Exit*), Clause 11.8 (*Equity Proceeds*) or Clause 11.9 (*Disposal proceeds*) may, if the Companygives the Facility Agent not less than 3 Business Days (or such shorter periodas the Majority Lenders may agree) prior written notice, be applied inprepayment of a Loan on the last day of the Interest Period relating to thatLoan.

### (b)                                     If the Company makes an election underparagraph (a) above of this Clause 11.12 then that Loan will become due andpayable in the required amount on the last day of that Interest Period.

### (c)                                      No election can be made by the Company underparagraph (a) above and no election already made by the Company under thatparagraph shall apply (unless the Majority Banks otherwise agreed in writing)if an Event of Default has occurred and is continuing.

### (d)                                     The Facility Agent shall notify the Lendersas soon as possible of any prepayment of any Facility A1 Loan or Facility A2Loan to be made under Clause 11.4 (*Voluntaryprepayment of Term Loans*), paragraph (b) of Clause 11.7 (*Exit*), Clause 11.8 (*Equity Proceeds*) or Clause 11.9 (*Disposal, proceeds*).

## 11.13           **Automatic Cancellation**

### (a)                                     If the Closing Date does not occur on orprior to the last day of the Availability Period for the Term Facilities, thenall Facilities shall be automatically cancelled in full on that date.

### (b)                                     The Revolving Commitments shall be cancelledin full and all Revolving Utilisations repaid in full immediately upon therepayment or prepayment in full of the Term Loans or cancellation in full ofthe Term Facilities.

## 11.14           **Restrictions on upstreamingcash**

### (a)                                     If:

#### (i)                        any amount is required to be applied in prepayment or repayment of theFacilities from Disposal Proceeds under Clause 11.9 (*Disposal Proceeds*) but, in order to be so applied, a memberof the Group has to make payments upstream or otherwise transfer moneys toanother a member of the Group to effect that prepayment or repayment; and

#### (ii)                     those moneys cannot be so upstreamed or transferred without:

##### (A)                 breachinglegal prohibitions preventing the recipient of the proceeds from making therelevant prepayment or making the funds available to a member of the Group thatcan make such prepayment; or

##### (B)                 amember of the Group incurring a material cost or expense (including materialTaxes or other liabilities); and

#### (iii)                  TheCompany (acting reasonably) has determined that such upstreaming or transferwill present a material risk of liability for the member of the Group concernedor its directors or officers,

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there will be no obligation to make that payment orrepayment until that impediment no longer applies.

### (b)                                     Each Obligor will use all reasonableendeavours:

#### (i)                        to overcome any such impediment; and

#### (ii)                     to use cash held by any other member of the Group to prepay anequivalent amount of the Facilities where such would not be materiallyprejudicial to the liquidity needs of the Group or the availability thereof tomembers of the Group requiring cash resources and would not give rise to any ofthe issues referred to in sub-paragraphs (a)(i) and (ii) above.

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**SECTION5**

**COSTS OF UTILISATION**

# 12.                         **Interest**

## 12.1                  **Calculation of interest**

The rate of interest on each Loan for each InterestPeriod is the percentage rate per annum which is the aggregate of theapplicable:

### (a)                                     Margin;

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

### (c)                                      Mandatory Cost, if any.

## 12.2                  **Payment of interest**

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

## 12.3                  **Margin Ratchet**

### (a)                                     Subject to paragraph (b) below and Clause12.4 (*Default Margin*), if theratio of Consolidated Total Net Debt to Consolidated Adjusted EBITDA in respectof the most recent Relevant Period (as defined in Clause 24 (*Financial Covenants*)) falls within one ofthe ranges set out in column 1 of the margin grid table set out below then theMargin in respect of Facility A1, Facility A2 and the Revolving Facility shallbe the percentage per annum set opposite the range into which that RelevantRatio falls.

|                                                    | ** ** | **Column 2**                                                                                               | ** ** |
|----------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------|------------|
| **Column 1  Relevant Ratio**             | ** ** | **Margin % per annum for Facility A1,  A2 and Revolving Facility** | ** ** |
|                                               |       |                                                                                                            |       |
| Greater than  3.75:1                               |       | 0.90                                                                                                            |       |
|                                               |       |                                                                                                            |       |
| Equal to or less  than 3.75:1 but greater than 3:1 |       | 0.75                                                                                                            |       |
|                                               |       |                                                                                                            |       |
| Equal to or less  than 3:1 but greater than 2.5:1  |       | 0.60                                                                                                            |       |
|                                               |       |                                                                                                            |       |
| Equal to or less  than 2.5:1 but greater than 2:1  |       | 0.50                                                                                                            |       |
|                                               |       |                                                                                                            |       |
| Equal to or less than  2:1                         |       | 0.40                                                                                                            |       |

 

### (b)                                     From the date falling 12 months after theClosing Date any revised Margin provided for in this Clause 12.3 in relation toeach Loan will become effective on the date on which the relevant ComplianceCertificate is delivered to the Facility Agent.

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### (c)                                      If the annual audited financial statements ofthe Group and related Compliance Certificate received by the Facility Agentshow that a Margin or Commitment Fee reduction should not have occurred duringa certain period, the relevant Borrowers shall promptly pay to the FacilityAgent any amounts necessary to put the Facility Agent and the Lenders in theposition they would have been in had the Margin or Commitment Fee reduction notoccurred.

### (d)                                     If the annual audited financial statements ofthe Group and related Compliance Certificate received by the Facility Agentshow that a Margin or Commitment Fee reduction should have occurred during acertain period the Margin or Commitment Fee for future Interest Periods, shallbe reduced by any amounts necessary to put the relevant Borrower in theposition they would have been in had the Margin and Commitment Fee reductionoccurred.

## 12.4                  **Default Margin**

Notwithstanding the terms of Clause 12.3 (*Margin Ratchet*), no reduction in theMargin shall be effected whilst an Event of Default is continuing.  On the occurrence of an Event of Default, theMargin shall immediately revert to 0.75% per annum.  On the date upon which such Event of Defaultis remedied or waived by the Majority Lenders, the Margin shall be recalculatedby the Facility Agent by reference to the ratio of Consolidated Total Net Debtto Consolidated Adjusted EBITDA set out in the most recent ComplianceCertificate delivered to the Facility Agent.

## 12.5                  **Default Interest**

### (a)                                     If an Obligor fails to pay any amount payableby it under a Finance Document on its due date, and if the Facility Agent,acting on the instructions of the Majority Lenders, gives notice that thedefault interest rate shall apply, such amount shall, subject to any increasedinterest rate pursuant to paragraph (b) below, accrue interest or, insofar asit relates to unpaid interest, shall give rise to a claim for lump sum damagesfrom the due date up to the date of actual payment (both before and afterjudgment) at a rate which is one per cent higher than the rate which would havebeen payable if the overdue amount had, during the period of non payment,constituted a Loan in the currency of the overdue amount for successiveInterest Periods, each of a duration selected by the Facility Agent (actingreasonably).  Any interest accruing underthis Clause 12.5 shall be immediately payable by the Obligor on demand by theFacility Agent.

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

#### (i)                        the first Interest Period for that overdue amount shall have a durationequal to the unexpired portion of the current Interest Period relating to thatLoan; and

#### (ii)                     the rate of interest applying to the overdue amount during that firstInterest Period shall be one per cent. higher than the rate which would haveapplied if the overdue amount had not become due.

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### (c)                                      Default interest (if unpaid) arising on anoverdue amount will be compounded with the overdue amount at the end of each InterestPeriod applicable to that overdue amount but will remain immediately due andpayable.

## 12.6                  **Notification of rates ofinterest**

The Facility Agent shall promptly notify the Lendersand the relevant Borrower(s) of the determination of a rate of interest underthis Agreement.

# 13.                         **Interest Periods and Terms**

## 13.1                  **Selection of InterestPeriods and Terms**

### (a)                                     A Borrower or the Company (on behalf of anyother Borrower) may select an Interest Period for a Loan in the UtilisationRequest for that Loan or (if the Loan is a Term Loan and has already beenborrowed) in a Selection Notice.

### (b)                                     Each Selection Notice is irrevocable and mustbe delivered to the Facility Agent by the Borrower (or the Company on behalf ofany other Borrower) to which that Term Loan was made not later than theSpecified Time.

### (c)                                      If a Borrower (or the Company on behalf ofany other Borrower) fails to deliver a Selection Notice to the Facility Agentin accordance with paragraph (b) above, the relevant Interest Period will,subject to Clause 13.2 (*Changes to InterestPeriods*), be one Month.

### (d)                                     Subject to this Clause 13, a Borrower (or theCompany on behalf of any other Borrower) may select an Interest Period of one,two, three or six Months or any other period agreed between the Company and theFacility Agent (acting on the instructions of the Majority Lenders). Inaddition a Borrower (or the Company on its behalf) may select an InterestPeriod of (in relation to Facility A) a period of less than one month ifnecessary to ensure that there are Facility A1 Loans and Facility A2 Loans(with an aggregate Base Currency Amount equal to or greater than the FacilityA1 Repayment Instalment or the Facility A2 Repayment Instalment) which have anInterest Period ending on a Facility A1 Repayment Date or a Facility A2Repayment Date as the case may be for the Borrowers to make the Facility A1Repayment Instalment or the Facility A2 Repayment Instalment due on that date.

### (e)                                      An Interest Period for a Loan shall notextend beyond the Termination Date applicable to its Facility.

### (f)                                       Each Interest Period for a Term Loan shallstart on the Utilisation Date or (if a Loan has already been made) on the lastday of its preceding Interest Period.

### (g)                                      A Revolving Loan has one Interest Periodonly.

### (h)                                     Prior to the Syndication Date, InterestPeriods shall be one month or such other period as the Facility Agent and theCompany may agree and any Interest Period which would otherwise end during themonth preceding or extend beyond the Syndication Date shall end on the SyndicationDate.

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## 13.2                  **Changes to Interest Periods**

### (a)                                     Prior to determining the interest rate for aFacility A1 Loan or Facility A2 Loan, the Facility Agent may shorten anInterest Period for any Facility A1 Loan or Facility A2 Loan to ensure thatthere are sufficient Facility A1 Loans or Facility A2 Loans, as the case may be(with an aggregate Base Currency Amount equal to or greater than the FacilityA1 Repayment Instalment or the Facility A2 Repayment Instalment) which have anInterest Period ending on a Facility A1 Repayment Date or a Facility A2Repayment Date, respectively) for the Borrowers to make the Facility A1Repayment Instalment or the Facility A2 Instalment) due on that date.

### (b)                                     If the Facility Agent makes any of thechanges to an Interest Period referred to in this Clause 13.2, it shallpromptly notify the Company and the Lenders.

## 13.3                  **Consolidation of Facility A1Loans and Facility A2 Loans**

### (a)                                     Subject to paragraph (b) below, if two ormore Interest Periods:

#### (i)                        relate to the same Facility;

#### (ii)                     end on the same date; and

#### (iii)                  aremade to the same Borrower,

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

### (b)                                     Subject to Clause 4.5 (*Maximum number of Utilisations*) and Clause5.3 (*Currency and amount*) if aBorrower (or the Company on its behalf) requests in a Selection Notice that aTerm Loan be divided into two or more Term Loans, that Term Loan will, on thelast day of its Interest Period, be so divided with Base Currency Amountsspecified in that Selection Notice, being an aggregate Base Currency Amountequal to the amount of the Term Loan immediately before its division, havingtaken into account any repayment to be made on that day.

# 14.                         **Changes to the Calculation ofInterest**

## 14.1                  **Absence of quotations**

Subject to Clause 14.2 (*Market disruption*), if EURIBOR or, if applicable, LIBOR isto be determined by reference to the Reference Banks but a Reference Bank doesnot supply a quotation by the Specified Time on the Quotation Day, theapplicable LIBOR or EURIBOR shall be determined on the basis of the quotationsof the remaining Reference Banks.

## 14.2                  **Market disruption**

### (a)                                     If a Market Disruption Event occurs inrelation to a Loan for any Interest Period, then the rate of interest on eachLender’s share of that Loan for the Interest Period shall be the rate per annumwhich is the sum of:

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#### (i)                        the Margin;

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

#### (iii)                  theMandatory Cost, if any, applicable to that Lender’s participation in the Loan.

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

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

#### (ii)                     before close of business in London on the Quotation Day for therelevant Interest Period, the Facility Agent receiving notifications from aLender or Lenders (whose participations in a Loan exceed 50 per cent. of thatLoan) that the cost to it of obtaining matching deposits in the RelevantInterbank Market would be in excess of LIBOR or, if applicable, EURIBOR.

## 14.3                  **Alternative basis ofinterest or funding**

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

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

## 14.4                  **Break Costs**

### (a)                                     Subject to paragraph (b) below, each Borrowershall, within three Business Days of demand by a Finance Party, pay to thatFinance Party its Break Costs attributable to all or any part of a Loan orUnpaid Sum being paid by that Borrower on a day other than the last day of anInterest Period for that Loan or Unpaid Sum.

### (b)                                     Subject to paragraph (a) above, in order toavoid Break Costs arising on mandatory prepayments, unless an Event of Defaultis outstanding, the Company shall be entitled to defer each MandatoryPrepayment in respect of Disposal Proceeds and Equity Proceeds until the end ofthe Interest Periods which are current at the date upon which the repaymentwould otherwise become due.

### (c)                                      Each Lender shall, as soon as reasonablypracticable after a demand by the Facility Agent, provide a certificateconfirming the amount and basis of calculation of its Break Costs for anyInterest Period in which they accrue.

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# 15.                         **Fees**

## 15.1                  **Commitment fee**

### (a)                                     The Company shall pay to the Facility Agent(for the account of each Lender) a fee in the Base Currency computed at therate of (during the period commencing on (and including) the Closing Date andending on the last day of the relevant Availability Period) a rate equal to 40per cent. of the applicable Margin per annum on that Lender’s AvailableCommitment under the Revolving Facility for the Availability Period.

### (b)                                     The accrued commitment fee is payable:

#### (i)                        on the last day of each successive period of three Months which endsduring the relevant Availability Period;

#### (ii)                     on the last day of the relevant Availability Period; and

#### (iii)                  onthe cancelled amount of the relevant Lender’s Commitment at the time thecancellation is effective.

## 15.2                  **Upfront fee**

The Company shall pay to the Mandated Lead Arrangersan upfront fee in the amount and at the times agreed in a Fee Letter.

## 15.3                  **Facility Agency fee**

The Company shall pay to (or procure payment to) theFacility Agent (for its own account) a facility agency fee in the amount and atthe times agreed in a Fee Letter.

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**SECTION6**

**ADDITIONAL PAYMENT OBLIGATIONS**

# 16.                         **Tax Gross Up and Indemnities**

## 16.1                  **Definitions**

In this Clause 16:

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

“**Qualifying Lender**”means:

(a)                                     aLender which is incorporated or resident or acting out of a Facility Office ina member state of the European Union; or

(b)                                     aTreaty Lender; or

(c)                                      otherwiseentitled to receive interest payments under this Agreement from that Borrowerwithout any Tax Deduction.

“**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 undera Finance Document.

“**Tax Payment**”means either the increase in a payment made by an Obligor to a Finance Partyunder Clause 16.2 (*Tax gross up*)or a payment under Clause 16.3 (*Taxindemnity*).

“**Treaty Lender**”means a Lender which:

(a)                                     istreated as a resident of a Treaty State for the purposes of the Treaty;

(b)                                     doesnot carry on a business in the Federal Republic of Germany through a permanentestablishment with which that Lender’s participation in the Loan is effectivelyconnected.

“**Treaty State**”means a jurisdiction having a double taxation agreement (a “**Treaty**”) with the Federal Republic ofGermany which makes provision for full exemption from tax imposed by theFederal Republic of Germany on interest.

Unless a contrary indication appears, in this Clause16 a reference to “**determines**” or “**determined**” means a determination made inthe absolute discretion of the person making the determination.

## 16.2                  **Tax gross up**

### (a)                                     Subject to paragraph (b) below:

#### (i)                        each Obligor shall make all payments to be made by it without any TaxDeduction, unless a Tax Deduction is required by law;

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#### (ii)                     the Company shall promptly upon becoming aware that an Obligor mustmake a Tax Deduction (or that there is any change in the rate or the basis of aTax Deduction) notify the Facility Agent accordingly.  Similarly, a Lender or the Issuing Bank shallnotify the Facility Agent on becoming so aware in respect of a payment to thatLender or the Issuing Bank.  If the FacilityAgent receives such notification from a Lender or Issuing Bank it shall notifythe Company and that Obligor;

#### (iii)                  ifa Tax Deduction is required by law to be made by an Obligor the amount of thepayment due from that Obligor shall be increased to an amount which (aftermaking any Tax Deduction) leaves an amount equal to the payment which wouldhave been due if no Tax Deduction had been required;

#### (iv)                 anObligor is not required to make an increased payment to a Lender underparagraph (iii) above for a Tax Deduction in respect of tax imposed by therelevant tax authorities from a payment of interest on a Loan, if on the dateon which the payment falls due the payment could have been made to the relevantLender without a Tax Deduction if it was a Qualifying Lender, but on that datethat Lender is not or has ceased to be a Qualifying Lender other than as aresult of any change after the date it became a Lender under this Agreement in(or in the interpretation, administration, or application of) any law, or anypublished practice or concession of any relevant taxing authority;

#### (v)                    if an Obligor is required to make a Tax Deduction, that Obligor shallmake that Tax Deduction and any payment required in connection with that TaxDeduction within the time allowed and in the minimum amount required by law;and

#### (vi)                 withinthirty days of making either a Tax Deduction or any payment required inconnection with that Tax Deduction, the Obligor making that Tax Deduction shalldeliver to the Facility Agent for the Finance Party entitled to the paymentevidence reasonably satisfactory to that Finance Party that the Tax Deductionhas been made or (as applicable) any appropriate payment paid to the relevanttaxing authority.

### (b)                                     No such additional amounts referred to inparagraph (a) above shall be required to be paid to any Lender with respect toany US withholding taxes that would not have been imposed but for the failureto comply with paragraph (a) of Clause 16.7 (*NilRate Treaty Lender and US Lender*).

## 16.3                  **Tax indemnity**

### (a)                                     The Company shall (within three Business Daysof demand by the Facility Agent) pay (or procure payment) to a Protected Partyan amount equal to the loss, liability or cost which that Protected Partydetermines will be or has been (directly or indirectly) suffered for or onaccount of Tax by that Protected Party in respect of a Finance Document.

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

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

##### (A)                 underthe law of the jurisdiction in which that Finance Party is incorporated or, ifdifferent, the jurisdiction (or jurisdictions) in which that Finance Party istreated as resident for tax purposes; or

##### (B)                 underthe law of the jurisdiction in which that Finance Party’s Facility Office islocated in respect of amounts received or receivable in that jurisdiction,

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

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

##### (A)                 iscompensated for by an increased payment under Clause 16.2 (Tax gross up); or

##### (B)                 wouldhave been compensated for by an increased payment under Clause 16.2 (*Tax gross up*) but was not so compensated solely becauseone of the exclusions in sub-paragraph (iv) of Clause 16.2(a) (*Tax gross up*) and in Clause 16.2(b) applied.

### (c)                                      A Protected Party making, or intending tomake a claim pursuant to paragraph (a) above shall promptly notify the FacilityAgent of the event which will give, or has given, rise to the claim, followingwhich the Facility Agent shall notify the Company.

### (d)                                     A Protected Party shall, on receiving apayment from an Obligor under this Clause 16.3, notify the Facility Agent.

## 16.4                  **Tax Credit**

If an Obligor makes a Tax Payment other than withrespect to United States Taxes and the relevant Finance Party determines ingood faith that:

### (a)                                     a Tax Credit is attributable to that TaxPayment; and

### (b)                                     that Finance Party has obtained, utilised andretained that Tax Credit,

the Finance Party shall pay an amount to the Obligorwhich that Finance Party determines will leave it (after that payment) in thesame after Tax position as it would have been in had the Tax Payment not beenmade by the Obligor.

## 16.5                  **Stamp Taxes**

The Company shall pay and, within three Business Daysof demand, indemnify each Finance Party and each Mandated Lead Arranger againstany cost, loss or liability that Finance Party or any Mandated Lead Arrangerincurs in relation to all stamp duty, registration and other similar Taxes orfees payable in respect of any Finance Document.

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## 16.6       **ValueAdded Tax**

### (a)             All consideration expressed to be payableunder a Finance Document by any Party to a Finance Party shall be deemed to beexclusive of any VAT. If VAT is chargeable on any supply made by any FinanceParty to any Party in connection with a Finance Document, that Party shall payto the Finance Party (in addition to and at the same time as paying theconsideration) an amount equal to the amount of the VAT against delivery of ainvoice which meets the respective criteria for VAT refund.

### (b)            Where a Finance Document requires any Partyto reimburse a Finance Party for any costs or expenses, that Party shall alsoat the same time pay and indemnify that Finance Party against all VAT incurredby the Finance Party in respect of the costs or expenses to the extent that theFinance Party reasonably determines that it is not entitled to credit orrepayment of the VAT. The respective Finance Party shall reimburse therespective Party any VAT refunded.

## 16.7       **Nil RateTreaty Lender and US Lender**

### (a)             Each Lender making a loan to a U.S. Borrowerthat is not a United States Person (as such term is defined in Section7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes(a “**Non US Lender**”) shall deliver to Facility Agent fortransmission to U.S. Borrower, on or prior to the Closing Date (in the case ofeach Lender listed on the signature pages hereof on the Closing Date) or on orprior to the date of the Transfer Certificate pursuant to which it becomes aLender (in the case of each other Lender), and at such other times as may benecessary in the determination of U.S. Borrower or Facility Agent (each in thereasonable exercise of its discretion), (i) two original copies of InternalRevenue Service Form W 8BEN, W 8ECI and/or W-8IMY (or any successor forms),properly completed and duly executed by such Lender, and such otherdocumentation required under the Internal Revenue Code or reasonably requestedby U.S. Borrower to establish that such Lender is not subject to deduction orwithholding of United States federal income tax with respect to any payments tosuch Lender of principal, interest, fees or other amounts payable under any ofthe Finance Documents, or (ii) if such Lender is not a “bank” or other Persondescribed in Section 881(c)(3) of the Internal Revenue Code and cannot deliverInternal Revenue Service Form W 8ECI pursuant to (i) above, a Certificate reNon Bank Status together with two original copies of Internal Revenue ServiceForm W 8BEN and/or W-8IMY (or any successor form), properly completed and dulyexecuted by such Lender, in each case together with such other documentationrequired under the Internal Revenue Code or reasonably requested by U.S.Borrower to establish that such Lender is not subject to deduction or withholdingof United States federal income tax with respect to any payments to such Lenderof interest payable under any of the Finance Documents.  If any Lender provides an Internal RevenueService Form W-8IMY, such Lender must also attach the additional documentationthat must be transmitted with Internal Revenue Service Form W-8IMY, includingthe appropriate forms described in this Clause 16.7.

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### (b)            Each Lender making a Loan to U.S. Borrowerthat is a United States person (as such term is defined in Section 7701(a)(30)of the Internal Revenue Code) and is not a person whose name indicates that itis an “exempt recipient” (as such term is defined in Section 1.6049-4(c)(ii) ofthe United States Treasury Regulations) shall deliver to U.S. Borrower and theFacility Agent on or prior to the Closing Date (in the case of each Lenderlisted on the signature pages hereof on the Closing Date) or on or prior to thedate of the Transfer Certificate pursuant to which it becomes a Lender (in thecase of each other Lender), and at such other times as may be necessary in thedetermination of U.S. Borrower and the Facility Agent (each in the reasonableexercise of its discretion) two original copies of Internal Revenue ServiceForm W-9 (or successor forms).

### (c)             Each Lender required to deliver any forms,certificates or other evidence with respect to United States federal income taxwithholding matters pursuant to this Section hereby agrees, from time to timeafter the initial delivery by such Lender of such forms, certificates or otherevidence, whenever a lapse in time or change in circumstances renders suchforms, certificates or other evidence obsolete or inaccurate in any materialrespect, that such Lender shall promptly deliver to the Facility Agent fortransmission to U.S. Borrower two new original copies of Internal RevenueService Form W-8BEN, W-8ECI, W-8IMY or W-9, or a Certificate re Non Bank Statusand two original copies of Internal Revenue Service Form W-8BEN or W-8IMY (orany successor form), as the case may be, properly completed and duly executedby such Lender, and such other documentation required under the InternalRevenue Code or reasonably requested by U.S. Borrower to confirm or establishthat such Lender is not subject to deduction or withholding of United Statesfederal income tax with respect to payments to such Lender under the FinanceDocuments, or notify the Facility Agent and U.S. Borrower of its inability todeliver any such forms, certificates or other evidence.

## 16.8       **GermanBorrowers**

### (a)             The Facility Agent and each of the OriginalLenders undertake to deliver to each German Borrower as soon as reasonablypracticable after the Facilities have been made available to such GermanBorrower and subject to compliance by the German Borrowers with paragraph (c) below,a complete letter in the form of the sample back-to-back certificate aspublished by the German Federal Ministry of Finance (*Bundesfinanzministerium*) on 20 October 2005 (IV B7 – S2742a –43/05) as attached as Schedule 14 (*Form ofCertificate*), or in the form of any successor sample form as may berequired by the German tax authorities (the “**Certificate**”). TheFacility Agent (acting on behalf of the Lenders) shall send to the relevantGerman Borrower upon request of such German Borrower an updated Certificate assoon as reasonably practicable (1) upon any amendment to the Facilities orchange in the security or guarantees granted in relation to the Facilities, (2)if so required by the relevant German Borrower for tax purposes. If the Germantax authorities will not accept a certificate issued by the Facility Agent,each Lender will issue a certificate individually.

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### (b)            Each German Borrower may disclose theexistence and contents of any Certificate to its professional advisers, itsaffiliated companies (*verbundene Unternehmen*)and to any tax, regulatory or governmental authority asserting jurisdictionover it.

### (c)             For purposes of enabling the Facility Agentto issue a Certificate on behalf of the Lender, the respective German Borrowerwill provide the Facility Agent with a list of guarantees, disposalrestrictions and other relevant information as required pursuant to the sampleCertificate, together with any written request for the issuance of aCertificate.

### (d)            Each Obligor and each Lender undertakes toinform the Facility Agent without undue delay if it becomes aware of anyincorrectness or incompleteness of a Certificate given or to be given from timeto time pursuant to paragraph (a) above.

### (e)             It is the common understanding of the Partiesthat:

#### (i)        each Certificate is given by the Facility Agent for the purpose ofdelivery to the competent tax authorities of the German Borrowers to assist theGerman Borrowers in the administration of their tax affairs and not for anyother purpose;

#### (ii)       the Facility Agent and the Lenders are not responsible for examiningthe German Borrowers’ tax position and that the Certificates do not guaranteethe achievement or amount of a specific result or conclusion for tax purposesor the suitability of a Certificate to provide the counterproof as set out inthe relevant German tax decrees;

#### (iii)      each Certificate will list all guarantees irrespective of whether theycan be harmful under section 8a of the KStG and will only be a declaration offact (*Wissenserklärung*) and therewill be no further obligations of the Facility Agent and/or the Lenders and norestrictions of their rights under the Finance Documents as a result of theissuance of any Certificate;

#### (iv)      each Certificate is addressed to and is solely for the benefit of theGerman Borrowers in relation to this Agreement; and

#### (v)       no Certificate creates third party rights of any kind.

### (f)             It is the common understanding of the Partiesthat no Party is providing any legal and/or tax advice to any other Party withrespect to this Agreement, in particular with respect to the application ofsection 8a of the KStG and the interpretation of the relevant German taxdecrees, and that it is the responsibility of each Party, in particular eachGerman Borrower, to consult its own legal and tax advisers.

### (g)            To the extent the German tax authoritiesrequire a German Borrower to provide, in addition to the Certificates, furtherevidence or information, the Facility Agent and/or the Lenders shall considerin good faith to what extent it is 

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### reasonably practical for them to support the relevant German Borrowerin that regard.

### (h)            Reasonable costs and expenses incurred by theFacility Agent or any Lender (unless only the Facility Agent reviews and issuesthe Certificate without the involvement of the Lender) in connection with theprovisions of a Certificate will be borne by the German Borrowers.  Neither the Facility Agent nor any Lendershall be liable as a result of the delivery of a Certificate.  Each German Borrower agrees to indemnify the FacilityAgent and each Lender with respect to potential claims made against theFacility Agent or any Lender with respect to any Certificate by any third party(other than claims arising by reason of gross negligence by the Facility Agentor that Lender).  No Obligor will raiseany claims against the Facility Agent or any Lender based on, or in connectionwith, a (correct/complete or incorrect/incomplete) Certificate, except in caseswhere the Facility Agent or the Lenders are in breach of their undertaking todeliver the Certificate in accordance with this Clause 16.9, in which eventeach Lender or the Facility Agent, as the case may be, shall only be severally(and not jointly) liable for its own breach (and the Facility Agent shall notbe liable for a breach of the undertaking by the Lenders).

### (i)              For the avoidance of doubt:

#### (i)        none of the Facility Agent nor any Lender shall be obliged to discloseto any other person any confidential information regarding its business or anyother information relating to its tax affairs or tax computations (including,without limitation, its tax returns or its calculations) as a result of theoperation of this clause;

#### (ii)       none of the Facility Agent nor any Lender shall be obliged to deliverany information or make any statements pursuant to this clause if by doing soit would contravene the terms of any applicable law or any notice, direction orrequirement of any governmental or regulatory authority (whether or not havingthe force of law); and

#### (iii)      each German Borrower may disclose the existence and contents of aCertificate to its professional advisers, its affiliates, as required byapplicable law or regulation and to any tax, regulatory or other governmentalauthority asserting jurisdiction over it.

### (j)              Each Obligor acknowledges that the FacilityAgent may only deliver a Certificate if and to the extent any Obligor hasreleased the Facility Agent from its general obligation to maintainconfidentiality and herewith releases the Facility Agent and each Lender fromthe banking confidentiality (*Bankgeheimnis*)and any other confidentiality obligation for purposes of the issuance anddelivery of the Certificates solely with respect to such information that isrequired to be included in the Certificate, and solely *vis-à-vis* the other Obligors, the taxauthorities and the other Finance Parties. If the Facility Agent has not been released from such bankingconfidentiality and other confidentiality obligations by any person providing aguarantee to secure any 

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### liabilities of the relevant German Borrower, the Certificates will onlystate that further guarantees have been granted.

# 17.         **INCREASED COSTS**

## 17.1       **Increasedcosts**

### (a)             Subject to Clause 17.3 (*Exceptions*) the Company shall, withinthree Business Days of a demand by the Facility Agent, pay for the account of aFinance Party the amount of any Increased Costs incurred by that Finance Partyor any of its Affiliates as a result of (i) the introduction of or any changein (or in the interpretation, administration or application of) any law orregulation or (ii) compliance with any law or regulation made after the date ofthis Agreement.

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

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

#### (ii)       an additional or increased cost; or

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

which is incurred orsuffered by a Finance Party or any of its Affiliates to the extent that it isattributable to that Finance Party having entered into its Commitments or anAncillary Commitment or funding or performing its obligations under any FinanceDocument or Bank Guarantee.

## 17.2       **Increasedcost claims**

### (a)             A Finance Party intending to make a claimpursuant to Clause 17.1 (*Increased costs*)shall notify the Facility Agent of the event giving rise to the claim,following which the Facility Agent shall promptly notify the Company.

### (b)            Each Finance Party shall, as soon aspracticable after a demand by the Facility Agent, provide a certificateconfirming the amount of its Increased Costs together with reasonable detailsof the basis of calculation.

## 17.3       **Exceptions**

### (a)             Clause 17.1 (*Increasedcosts*) does not apply to the extent any Increased Cost is:

#### (i)        attributable to a Tax Deduction required by law to be made by anObligor; and

#### (ii)       compensated for by Clause 16.3 (*Taxindemnity*) (or would have been compensated for under Clause 16.3 (*Tax indemnity*) but was not so compensatedsolely because any of the exclusions in paragraph (b) of Clause 16.3 (*Tax indemnity*) applied); or

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

#### (iv)      attributable to the wilful breach by the relevant Finance Party or itsAffiliates of any law or regulation.

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### (b)            In this Clause 17.3, a reference to a “**Tax Deduction**” has the same meaning given to the term inClause 16.1 (*Definitions*).

# 18.         **OTHER INDEMNITIES**

## 18.1       **Currencyindemnity**

### (a)             If any sum due from an Obligor under theFinance Documents (a “**Sum**”), or any order, judgment or award given ormade in relation to a Sum, has to be converted from the currency (the “**First Currency**”) in which that Sum is payable into anothercurrency (the “**SecondCurrency**”) for the purposeof:

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

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

that Obligor shall as anindependent obligation, within three Business Days of demand, indemnify eachFinance Party and each Mandated Lead Arranger to whom that Sum is due againstany cost, loss or liability arising out of or as a result of the conversionincluding any discrepancy between (A) the rate of exchange used to convert thatSum from the First Currency into the Second Currency and (B) the rate or ratesof exchange available to that person at the time of its receipt of that Sum.

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

## 18.2       **Otherindemnities**

The Company shall (or shallprocure that an Obligor will), within three Business Days of demand, indemnifyeach Finance Party and each Mandated Lead Arranger against any cost, loss orliability incurred by that Finance Party or Mandated Lead Arranger as a resultof:

### (a)             the occurrence of any Event of Default;

### (b)            a failure by an Obligor to pay any amount dueunder a Finance Document on its due date, including without limitation, anycost, loss or liability arising as a result of Clause 31 (*Sharing among the Finance Parties*);

### (c)             funding, or making arrangements to fund, itsparticipation in a Utilisation requested by a Borrower in a Utilisation Requestbut not made by reason of the operation of any one or more of the provisions ofthis Agreement (other than by reason of default or negligence by that FinanceParty alone);

### (d)            issuing or making arrangements to issue aBank Guarantee requested by a Borrower in a Utilisation Request but not issuedby reason of the operation of any one or more of the provisions of thisAgreement; or

### (e)             a Utilisation (or part of a Utilisation) notbeing prepaid in accordance with a notice of prepayment given by a Borrower.

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## 18.3       **Indemnityto the Facility Agent**

The Company shall (or shall procurethat an Obligor will) promptly indemnify the Facility Agent against any cost,loss or liability incurred by the Facility Agent (acting reasonably) as aresult of:

### (a)             investigating any event which it reasonablybelieves is a Default;

### (b)            entering into or performing any foreignexchange contract for the purposes of paragraph (b) of Clause 32.9 (*Change of Currency*); or

### (c)             acting or relying on any notice, request orinstruction which it reasonably believes to be genuine, correct andappropriately authorised.

# 19.         **MITIGATION BY THE LENDERS**

## 19.1       **Mitigation**

### (a)             Each Finance Party shall, in consultationwith the Company, take all reasonable steps to mitigate any circumstances whicharise and which would result in any amount becoming payable under or pursuantto, or cancelled pursuant to, any of Clause 11.1 (*Illegality of a Lender*), Clause 16 (*Tax Gross up and Indemnities*) or Clause 17(*Increased Costs*) or paragraph 3of Schedule 4 (*Mandatory Cost Formulae*)including (but not limited to) transferring its rights and obligations underthe Finance Documents to another Affiliate or Facility Office.

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

## 19.2       **Limitationof liability**

### (a)             The Company shall (or shall procure that anObligor will) indemnify each Finance Party for all costs and expensesreasonably incurred by that Finance Party as a result of steps taken by itunder Clause 19.1 (*Mitigation*).

### (b)            A Finance Party is not obliged to take anysteps under Clause 19.1 (*Mitigation*)if, in the opinion of that Finance Party (acting reasonably), to do so might beprejudicial to it.

# 20.         **COSTS AND EXPENSES**

## 20.1       **Transactionexpenses**

The Company shall within 5Business Days of demand, but not prior to the Closing Date, pay (or shallprocure that an Obligor will pay) the Facility Agent and the Mandated LeadArrangers the amount of all costs and expenses (including legal fees)reasonably incurred by any of them (but subject to any caps agreed) inconnection with the negotiation, preparation, printing, execution, syndicationand perfection of:

### (a)             this Agreement and any other documentsreferred to in this Agreement; and

### (b)            any other Finance Documents executed afterthe date of this Agreement.

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## 20.2       **Amendmentcosts**

If (a) an Obligor requestsan amendment, waiver or consent (for the avoidance of doubt including anyamendment to effect an Incremental Loan) or (b) an amendment is requiredpursuant to Clause 32.9 (*Change of currency*),the Company shall, within five Business Days of demand, reimburse (or procurereimbursement of) each of the Facility Agent for the amount of all costs andexpenses (including legal fees) reasonably incurred by the Facility Agent inresponding to, evaluating, negotiating or complying with that request orrequirement.

## 20.3       **Enforcementand preservation costs**

The Company shall, withinthree Business Days of demand, pay (or procure payment) to each Finance Partyand each Mandated Lead Arranger the amount of all costs and expenses (includinglegal fees) reasonably incurred by that Finance Party or Mandated Lead Arrangerin connection with the enforcement of or the preservation of any rights, powersand remedies under, any Finance Document.

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**SECTION 7GUARANTEE**

# 21.         **GUARANTEE AND INDEMNITY**

## 21.1       **Guaranteeand indemnity**

Each Guarantor irrevocablyand unconditionally jointly and severally:

### (a)             guarantees to each Finance Party punctualperformance by each Borrower (other than itself) of all that Borrower’sobligations under the Finance Documents;

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

### (c)             indemnifies each Finance Party immediately ondemand against any cost, loss or liability suffered by that Finance Party ifany obligation guaranteed by it is or becomes unenforceable, invalid orillegal.  The amount of the cost, loss orliability shall be equal to the amount which that Finance Party would otherwisehave been entitled to recover,

**providedthat** no U.S. GroupCompany shall be required to grant a guarantee in respect of any part of theFacilities borrowed by members of the Group which are not U.S. Group Companiesand no Group company incorporated outside of the United States of America shallbe required to grant a guarantee in respect of any part of the Facilitiesborrowed by U.S. Group Companies.

## 21.2       **ContinuingGuarantee**

This guarantee is acontinuing guarantee and will extend to the ultimate balance of sums payable byany Obligor under the Finance Documents, regardless of any intermediate paymentor discharge in whole or in part.

## 21.3       **Reinstatement**

If any payment by an Obligoror any discharge given by a Finance Party (whether in respect of theobligations 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 continueas if the payment, discharge, avoidance or reduction had not occurred; and

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

## 21.4       **Waiver ofdefences**

The obligations of eachGuarantor under this Clause 21 will not be affected by any act, omission,matter or thing which, but for this Clause 21, would reduce, release orprejudice any of its obligations under this Clause 21 (without limitation andwhether or not known to it or any Finance Party) including:

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

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

### (c)             the taking, variation, compromise, exchange,renewal or release of, or refusal or neglect to perfect, take up or enforce,any rights against, or security over assets of, any Obligor or other person orany non presentation or non observance of any formality or other requirement inrespect of any instrument or any failure to realise the full value of anysecurity;

### (d)            any incapacity or lack of power, authority orlegal personality of or dissolution or change in the members or status of anObligor or any other person;

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

### (f)             any unenforceability, illegality orinvalidity of any obligation of any person under any Finance Document or anyother document or security; or

### (g)            any insolvency or similar proceedings.

## 21.5       **Immediaterecourse**

Each Guarantor waives anyright it may have of first requiring any Finance Party (or any agent on itsbehalf) to proceed against or enforce any other rights or security or claimpayment from any person before claiming from that Guarantor under this Clause21.  This waiver applies irrespective ofany law or any provision of a Finance Document to the contrary.

## 21.6       **Appropriations**

Until all amounts which maybe or become payable by the Obligors under or in connection with the FinanceDocuments have been irrevocably paid in full, each Finance Party may, to theextent to do so is reasonable in the circumstances:

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

### (b)            hold in an interest bearing suspense accountany monies received from any Guarantor or on account of any Guarantor’sliability under this Clause 21.

## 21.7       **Deferralof Guarantor’s rights**

Until all amounts which maybe or become payable by the Obligors under or in connection with the FinanceDocuments have been irrevocably paid in full and unless the Facility Agentotherwise directs, no Guarantor will exercise any rights which it may have byreason of performance by it of its obligations under the Finance Documents:

### (a)             to be indemnified by an Obligor;

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

### (c)             to take the benefit (in whole or in part andwhether by way of subrogation or otherwise) of any rights of the FinanceParties under the Finance Documents or of any other guarantee or security takenpursuant to, or in connection with, the Finance Documents by any Finance Party.

## 21.8       **Additionalsecurity**

This guarantee is inaddition to and is not in any way prejudiced by any other security now orsubsequently held by any Finance Party.

## 21.9       **Limitationon Payment Obligations by German Guarantors and limitation regarding LTIBRs**

### (a)             The Finance Parties’ agree, other than inaccordance with the procedure set out in this Clause 21.9, not to enforce anypayment obligation under or in connection with the Finance Documents (otherthan a payment obligation of a German Obligor (as defined below) or of anydirect or indirect subsidiary of such German Obligor under the Term Facilitiesor the Revolving Facility made available to such German Obligor or suchsubsidiary) against an Obligor organised as a limited liability company (*GmbH*) in Germany (a “**German Obligor**”), to the extent that the enforcement wouldotherwise lead to the situation that the German Obligor did not have sufficientnet assets (*Nettovermögen*),calculated in accordance with the jurisprudence from time to time of the GermanFederal Supreme Count (*Bundesgerichtshof*)or absent such jurisprudence, the jurisprudence of the Higher Regional Court (*Oberlandesgericht*) or Regional Courts (*Landgericht*) in the district of therelevant German Obligor relating to protection of liable capital under sections30 and 31 of the German Limited Liability Companies Act (*GmbH-Gesetz*)) to maintain its stated sharecapital (*Stammkapital*) orincreased an existing shortage of its stated share capital) **provided that** for the purposes of the calculation of theenforceable amount, if any, the following balance sheet items shall be adjustedas follows:

#### (i)        the amount of any increase of stated share capital (*Stammkapital*) of the German Obligor thathas been effected after the date hereof shall be deducted from the stated sharecapital unless such increase is (x) required by law or envisaged in theStructure Memorandum, or (y) matched by a corresponding increase in the netassets of the relevant Obligor, or (z) made with the consent of the FacilityAgent (such consent not to be unreasonably withheld).  For the avoidance of doubt, increasing thecapital reserves (*Rücklagen*) asreferred to in Section 266 para. 3, items II. and III. of the German CommercialCode (*Handelsgesetzbuch - HGB*) ofany German Guarantor shall not be restricted (and shall not require anyadjustments to the stated share capital) by virtue of this paragraph; and/or

#### (ii)       any amount of mandatory reserves (*Rücklagen*)resulting from a decrease of registered share capital (*Kapitalherabsetzung*) and any amount of 

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#### public subsidies (*Subventionen undandere öffentliche Beihilfen*) received after the date hereof whichare subject to an unfulfilled commitment as to their use shall be added to theregistered share capital; and/or

#### (iii)      loans provided after the date hereof to the German Obligor, insofarsuch loans qualify as equity under the applicable accounting principles andwhich do not have to be shown as liabilities on the German Obligor’s balancesheet, shall be disregarded; and/or

#### (iv)      to the extent the enforcement of the guarantee would deprive the GermanObligor of the ability to fulfil its obligations to third parties (incurred,whether on a contingent or non-contingent basis, at the time of enforcement orto continue its business, then, for the determination of net assets, the assetsof the German Obligor shall be calculated at the lesser of their book value (*Buchwert*) and their realisation valueassuming a negative prognosis for the business continuance (*Liquidationswert bei negativer Fortführungsprognose*);and/or

#### (v)       loans and other contractual liabilities incurred by the German Obligorin violation of the provisions of any of the Finance Documents shall bedisregarded to the extent such violation can be attributed to wilful misconductof the managing director (*Geschäftsführer*)of the German Obligor.

### (b)            The limitations set out in paragraph (a) ofthis Clause 21.9 only apply if and to the extent that:

#### (i)        within twenty (20) Business Days following the demand against a GermanObligor by the Facility Agent (acting on behalf of the Finance Parties) (the “**Envisaged Enforcement Date**”), the managing director(s) on behalf ofsuch German Obligor has confirmed in writing to the Facility Agent (x) to whatextent the payment obligation relates to a primary liability which is anup-stream or cross-stream liability as described in paragraph (a), and (y)which amount of such up-stream and/or cross-stream liability cannot be enforcedas it would exceed the net assets of the German Obligor, and such confirmationis supported by conclusive evidence satisfactory to the Facility Agent,including in particular, *pro forma*interimfinancial statements as of the Envisaged Enforcement Date (the “**Management Determination**”), and the Facility Agent has not contestedthe Management Determination; or

#### (ii)       within 40 business days from the date the Facility Agent (acting onbehalf of the Finance Parties) has contested the Management Determination, theFacility Agent receives a determination by auditors of international standardand reputation (the “**Auditor’sDetermination**”) appointed bythe German Obligor, of the amount of the net assets on the envisagedenforcement date.

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### (c)             If the Facility Agent disagrees with theAuditor’s Determination, it shall be entitled to further pursue their claimsand/or rights (if any) under the dispute solutions agreed upon and, inparticular, to contest the Auditor’s Determination in court, and the GermanObligor shall be entitled to prove that this amount is necessary for maintainingits stated share capital (calculated as of the date the demand for paymentand/or enforcement was made).

### (d)            The German Obligor shall use reasonableefforts to realize any and all of its assets that are shown in the balancesheet with a book value (Buchwert) that it is significantly lower than themarket value of the assets, or are not recorded at all in a situation where theGerman Obligor does not have sufficient Net Assets to maintain its registeredshare capital, **providedthat** the relevant assets arein the reasonable opinion of the German Obligor not required for the businessof the German Obligor (*nichtbetriebsnotwendiges Vermögen*).

### (e)             The Finance Parties’ right to claim and/orenforce a payment obligation (other than a payment obligation of a GermanObligor or of any direct or indirect subsidiary of a German Obligor under theTerm Facilities or the Revolving Facility made available to such German Obligoror Subsidiary) shall be excluded at all, or exist only to a limited amount, ifthe German Obligor delivers within the Envisaged Enforcement Date a legalopinion issued by a law firm of international standard and reputation withGerman qualified lawyers (*Rechtsanwälte*)which:

#### (i)        comes to the conclusion that the German Obligor complying with its obligationsunder any of the Finance Documents has exposed and/or would expose (based onlegal literature which is (in the view of the lawyer giving the opinion) widelyaccepted among German lawyers, and/or court decisions issued after the date ofthis agreement in relation to the relevant issues which present the risk ofliability as materially greater than the risk of liability as presented bylegal literature and/or court decisions current on the date of this agreement)the managing directors of the German Obligor (or its shareholder’s or anaffiliated company’s managing directors, officers or board members), or anaffiliated company (*verbundenes Unternehmen*)to a significant risk of civil or criminal liability; and

#### (ii)       specifies the maximum amount to which the payment and/or enforcement ofany claims under or in connection with the Finance Documents shall be limitedto prevent the circumstances referred to in the sub-paragraph immediately abovefrom arising.

### (f)             If the Facility Agent (acting on behalf ofthe Lenders) disagrees with the conclusions of the abovementioned legalopinion, the Facility Agent shall be entitled to further pursue its claimsand/or rights (if any) under the dispute solutions agreed upon and, inparticular, to contest the conclusions of the legal opinion (and therefore thelimitations on the guarantees) in court, and the German Obligor shall beentitled to prove what limitations under the relevant

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### guarantees are necessary to prevent the managing directors of theGerman Obligor (or its shareholder’s or an affiliated company’s managingdirectors, officers or board members) or an affiliated company to becomesubject to civil or criminal liability, and the conclusions of such disputeresolution processes shall (subject to any rights of appeal) be effectivebetween the parties (i.e., the limitations on the relevant guarantees shall beadjusted to reflect the conclusions of such dispute resolution processes).

### (g)            In the case of a Guarantor organised in theform of a limited partnership in which the general partner is a GmbH (GmbH& Co. KG), the provisions set out above shall apply *mutatis mutandis* to the Guarantor’sgeneral partner (*Komplementär*).

### (h)            If and to the extent that:

#### (i)        a guarantee granted under the Facility Agreement secures any Loans, (i)which are made to a corporation, or (ii) which are deemed to be made to acorporation according to Section 8a paragraph 5 sentence 2 German CorporationIncome Tax Act (*Körperschaftsteuergesetz*),and which corporation is subject to German corporation income tax, (such Loansbeing defined as a “**GermanLoans**” and such corporationbeing defined as “**GermanBorrower**”); and

#### (ii)       the relevant Guarantor granting such guarantee either (i) qualifies asa major shareholder (*wesentlicherAnteilseigner*) within the meaning of Section 8a of the German IncomeCorporation Tax Act (*Körperschaftssteuergesetz*)of such German Borrower or (ii) as an affiliated party within the meaning ofSection 1 paragraph 2 of the German Foreign Trade Tax Act (*Aussensteuergesetz*) of such a majorshareholder of such German Borrower,

such guarantee (or anyenforceable judgment based thereon) shall not be enforced against assets of therelevant Guarantor which qualify as LTIBR(s) if and to the extent such LTIBR(s)are (i) encumbered in favour of any of the Finance Parties pursuant to a lienarising under the general business terms (*AGB-Pfandrecht*)of such Finance Party, (ii) the subject of a disposal restriction (*Verfügungsbeschränkung*) or (iii) subjectto enforcement pursuant to a submission to immediate foreclosure in the entireproperty (*Unterwerfung unter die sofortigeZwangsvollstreckung in das gesamte Vermögen*) of the relevantGuarantor;

## 21.10     **Limitationon a Guarantee by United States Borrowers**

Each Guarantor, the FacilityAgent and each other Finance Party, hereby confirms that it is the intention ofall such Persons that this Guarantee and the Obligations of each Guarantorhereunder do not constitute a fraudulent transfer or conveyance for purposes ofBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform FraudulentTransfer Act or any similar United States federal or state law to the extentapplicable to this Guarantee and the Obligations of each Guarantorhereunder.  To effectuate the foregoingintention, the Facility Agent, the other Finance Parties and the U.S.Guarantors 

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hereby irrevocably agreethat the Obligations of each U.S. Guarantor under this Guarantee at any timeshall be limited to the maximum amount as will result in the Obligations ofsuch U.S. Guarantor under this Guarantee not constituting a fraudulent transferor conveyance under any such laws.  Forpurposes of this paragraph, “Bankruptcy Law” means Title 11, U.S. Code, or anysimilar United States federal or state law for the relief of debtors.

## 21.11     **OtherGuarantee Limitations**

The obligations of eachGuarantor whose Relevant Jurisdiction is not Germany shall, in accordance withthe Guarantee Principles, be subject to the guarantee limitation (if any)specified in the Accession Letter in relation to that Guarantor.

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**SECTION 8**

**REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT**

# 22.         **REPRESENTATIONS**

The Company (on behalf ofitself and each relevant member of the Group) and each Obligor on behalf ofitself makes the following representations and warranties to each Finance Partyat the times specified in Clause 22.25 (*Timeson which representations are made*):

## 22.1       **Status**

### (a)             It and each of its Subsidiaries is acorporation or limited liability company or partnership, duly incorporated ororganised and validly existing under the law of its jurisdiction ofincorporation or organisation.

### (b)            It and each of its Subsidiaries has the powerunder its constitutive documents to own its assets and carry on its business asit is being conducted.

## 22.2       **Bindingobligations**

Subject to the LegalReservations, the obligations expressed to be assumed by it in each FinanceDocument are legal, valid, binding and enforceable obligations.

## 22.3       **Nonconflict with other obligations**

The entry into andperformance by it of, and the transactions contemplated by, the FinanceDocuments do not and will not conflict with:

### (a)             any law or regulation applicable to it;

### (b)            the constitutional documents of any member ofthe Group; or

### (c)             any agreement or instrument binding upon itor any member of the Group or any of its or any member of the Group’s assets,

to the extent that suchconflict is likely to have a Material Adverse Effect.

## 22.4       **Power andauthority**

It has the power to enterinto, perform and deliver, and has taken all necessary corporate action toauthorise its entry into, performance and delivery of, the Finance Documents towhich it is or will be a party and the transactions contemplated by thoseFinance Documents.

## 22.5       **Validityand admissibility in evidence**

Subject to the LegalReservations, all Authorisations required:

### (a)             to enable it lawfully to enter into, exerciseits rights and comply with its obligations in the Finance Documents to which itis or will be a party; and

### (b)            to make the Finance Documents to which it isor will be a party admissible in evidence in its Relevant Jurisdictions,

have been obtained oreffected and are in full force and effect where failure to do so is likely tohave a Material Adverse Effect.

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## 22.6       **Governinglaw and enforcement**

### (a)             Subject to the Legal Reservations, the choiceof English law as the governing law of the Finance Documents will be recognisedand enforced in its Relevant Jurisdiction.

### (b)            Subject to the Legal Reservations, anyjudgment obtained in England in relation to a Finance Document will be recognisedand enforced in its Relevant Jurisdiction

## 22.7       **Insolvency**

No:

### (a)             corporate action, legal proceeding or otherprocedure or step described in paragraph (a) of Clause 26.7 (*Insolvency proceedings*); or

### (b)            creditors process described in Clause 26.8 (*Creditors’ process*),

has been taken or, to theknowledge of the Company, threatened in relation to any Material Company andnone of the circumstances described in Clause 26.6 (*Insolvency*) applies to any of them.

## 22.8       **No filingor stamp taxes**

Under the laws of theRelevant Jurisdictions and subject to the Legal Reservations, it is notnecessary that the Finance Documents be filed, recorded or enrolled with anycourt or other authority in that jurisdiction or that any stamp, registration,notarial or similar Taxes or fees be paid on or in relation to the FinanceDocuments or the transactions contemplated by the Finance Documents, except anyfiling, recording or enrolling or any tax or fee payable which is referred toin any legal opinion delivered to the Facility Agent under Clause 4.1 (*Initial Conditions Precedent*) or Clause 28(*Changes to the Obligors*) andwhich will be made or paid promptly after the date of execution of the relevantFinance Document.

## 22.9       **Nodefault**

### (a)             No Event of Default is continuing or islikely to result from the making of any Utilisation.

### (b)            No other event or circumstance is outstandingwhich constitutes a default under any other agreement or instrument which isbinding on it or any of its Subsidiaries or to which its (or its Subsidiaries’)assets are subject which could be expected to have a Material Adverse Effect.

## 22.10     **Nomisleading information**

### (a)             Any factual information contained in theInformation Memorandum or Business Plan was true and accurate in all materialrespects as at the date of the relevant report or document containing theinformation.

### (b)            Any financial projections or forecastscontained in the Information Memorandum or Business Plan have been prepared onthe basis of recent historical information and on the basis of assumptionsbelieved to be reasonable.

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### (c)             The expressions of opinion or intentionprovided by or on behalf of an Obligor for the purposes of the InformationMemorandum or Business Plan were arrived at after careful consideration andwere fair and based on reasonable grounds.

### (d)            No event or circumstance has occurred orarisen and no information has been omitted from the Information Memorandum orBusiness Plan and no information has been given or withheld that results in theinformation, opinions, intentions, forecasts or projections contained in theInformation Memorandum or the Business Plan being untrue or misleading or otherthan fair and reasonable in any material respect.

### (e)             All other written information which isrequired to be provided under any of the Finance Documents by any member of theGroup (including its advisers) was true, complete and accurate in all materialrespects as at the date it was provided and is not misleading in any materialrespect.

The representations andwarranties made by any Obligor in this Clause 22.10 are made only in so far asit is aware after making reasonable enquiries.

## 22.11     **Financialstatements**

### (a)             Its Original Financial Statements were (saveas disclosed therein) prepared in accordance with the Accounting Principlesconsistently applied.

### (b)            Its Original Financial Statements give a trueand fair view of its financial condition and operations during the relevantfinancial year.

### (c)             Except to the extent superseded bysubsequently delivered financial statements, each set of financial statementsdelivered pursuant to Clause 23.1 (*Financialstatements*) were prepared in accordance with the AccountingPrinciples and gives (in conjunction with the notes thereto) a true and fairview of (in the case of audited financial statements or, in the case of anymanagement accounts, are reasonably believed to fairly represent) or fairlyrepresents (in the case of unaudited financial statements) its financialcondition and operations as at the date at which those financial statements weredrawn up.

### (d)            As far as it is aware after making reasonableenquiries, no member of the Group, as at the date as of which the OriginalFinancial Statements and any financial statements delivered hereunder pursuantto Clause 23.1 (*Financial statements*)were prepared, failed to disclose or reserve against any liabilities(contingent or otherwise and including in relation to pensions or employeebenefit schemes) nor any unrealised anticipated losses arising from commitmentsentered into by it which, in accordance with Accounting Principles, it shouldhave disclosed or reserved against and which is likely to have a MaterialAdverse Effect.

## 22.12     **Noproceedings pending or threatened**

No litigation, arbitrationor administrative proceedings or investigations of or before any court,arbitral body or agency which, if adversely determined, would be likely to havea Material Adverse Effect have been started or threatened against it or any ofits

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Subsidiaries nor, to thebest of its knowledge and belief, are there any circumstances likely to giverise to any such litigation, arbitration or administrative proceedings orinvestigations which would be likely to have a Material Adverse Effect.

## 22.13     **Environmentaland other laws**

### (a)             Each member of the Group is in compliancewith Clause 25.3 (*Environmental compliance*)and, to the best of its knowledge and belief, no circumstances have occurredwhich would prevent that performance or observation.

### (b)            No Environmental Claim has been commenced or(to the best of its knowledge and belief) is threatened against any member ofthe Group where that claim is likely, if determined against that member of theGroup, to have a Material Adverse Effect.

### (c)             No member of the Group is in breach of anyother law or regulation in a manner or to an extent which is likely to have aMaterial Adverse Effect.

## 22.14     **Taxation**

### (a)             It is not (and none of its Subsidiaries is):

#### (i)        materially overdue in the filing of any Tax returns where such failurewould be likely to have a Material Adverse Effect; or

#### (ii)       overdue in the payment of any material amount in respect of Tax save tothe extent that (i) payment is being contested in good faith, or (ii) it hasmaintained adequate reserves for those Taxes and (iii) either payment can belawfully withheld or non payment would not have a Material Adverse Effect.

### (b)            No claims are being or (based on facts at thetime of signing this Agreement) are likely to be asserted against it (or any ofits Subsidiaries) with respect to Taxes except for assessments in relation to theordinary course of its business or claims being contested in good faith and inrespect of which adequate provision has been made in its accounts and paymentcan be lawfully withheld or non payment would not be likely to have a MaterialAdverse Effect.

## 22.15     **Securityand Financial Indebtedness**

### (a)             No Security exists over all or any of thepresent or future assets of any member of the Group other than any Securitypermitted under Clause 25.11 (*Negativepledge*).

### (b)            No member of the Group has any actual orcontingent Financial Indebtedness outstanding other than as permitted by thisAgreement.

## 22.16     **GoodTitle Assets**

It and each of itSubsidiaries has a good title to, or valid leases or licences of, and allappropriate Authorisations to use, the assets necessary to carry on itsbusiness as presently conducted save where failure to do so would likely have aMaterial Adverse Effect.

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## 22.17**              ****Intellectual Property**

It is not aware of any adverse circumstances relatingto the validity, subsistence or use of any of its or its Subsidiaries’ MaterialIntellectual Property which would likely have a Material Adverse Effect.

## 22.18               **Group structure**

### (a)                                      The Structure Memorandum (containing thegroup structure chart) to be delivered to the Facility Agent shall be, when sodelivered, true, complete and accurate in all material respects.

### (b)                                     All necessary intra Group loans, transfers,share exchanges and other steps resulting in the final Group structure set outin the Structure Memorandum have been or will be taken in compliance with allrelevant laws and regulations and all requirements or relevant regulatoryauthorities.

## 22.19**              ****Insurance**

As of the Closing Date, each member of the Groupmaintains insurance as described in Clause 25.18 (*Insurance*).

## 22.20**              ****ERISA**

Neither any Obligor nor any ERISA Affiliate hasestablished, maintains, contributes or has liability with respect to anyemployee benefit plan that is covered by Title IV of ERISA which would belikely to have a Material Adverse Effect.

## 22.21**              ****Margin Stock**

### (a)                                      No Borrower is engaged nor will it engageprincipally, or as one of its important activities, in the business of owningor extending credit for the purpose of “**buying**” or “**carrying**” any Margin Stock.

### (b)                                     None of the proceeds of any Loan or otherextensions of credit under this Agreement will be used, directly or indirectly,for the purpose of buying or carrying any Margin Stock, for the purpose ofreducing or retiring any indebtedness that was originally incurred to buy orcarry any Margin Stock or for any other purpose which might cause all or anyLoans or other extensions of credit under this Agreement to be considered a “**purpose credit**” within the meaning of Regulation U orRegulation X.

### (c)                                      No Borrower or any agent acting on its behalfhas taken or will take any action which would cause the Finance Documents toviolate any regulation of the Board of Governors of the Federal Reserve Systemof the United States.

## 22.22**              ****Pensions**

Other than as described in the Original FinancialStatements of the Group, no member of the Group (other than any U.S. GroupCompany, for which pension matters are addressed in Section 22.20) has anyliability in relation to pensions or employee benefit schemes which would belikely to have a Material Adverse Effect.

## 22.23**              ****Investment Companies**

No Obligor is an “**investmentcompany**” as such term is defined in the Investment Company Act of1940 of the United States (the “**1940 Act**”)or otherwise subject to 

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regulation under the 1940 Act or subject to regulationunder any United States federal or state statute or regulation restricting orlimiting its ability to incur indebtedness other than statutes and regulationsof general application.

## 22.24**              ****Anti-Terrorism Laws**

### (a)                                      To the best of the Obligors’ knowledge, noObligor nor any Affiliate thereof: (i) is, or is controlled by, a RestrictedParty in contravention of an Anti-Terrorism Law; (ii) has received funds orother property from a Restricted Party; or (iii) is in breach of or is thesubject of any action or investigation under any Anti-Terrorism Law.

### (b)                                     Each Obligor has taken reasonable measures toensure compliance with the Anti-Terrorism Laws and no Obligor knows of anyfailure to take reasonable measures to ensure compliance with an Anti-TerrorismLaw by any of its Affiliates.

## 22.25**              ****Times on which representationsare made**

### (a)                                      All the representations and warranties inthis Clause 22 are made to each Finance Party on the date of this Agreement andon the Closing Date except for the representations and warranties set out in(i) Clause 22.10 (*No misleading information*)relating to the Information Memorandum which are to be made by the Company onthe date that the Information Memorandum is approved by it and on theSyndication Date, and (ii) paragraphs (c) and (d) of Clause 22.11 (*Financial statements*) which are to be madeon the date of this Agreement, the Closing Date and the date of delivery ofeach set of financial statements (in relation to the financial statements thendelivered).

### (b)                                     The Repeating Representations are repeated bythe Company and each Obligor to each Finance Party on the date of eachUtilisation Request and on the first day of each Interest Period **provided that** the Repeated Representations shall notinclude those in respect of which the corresponding Events of Default are notapplicable pursuant to Clause 26.19 (*CertainFunds Period*).

### (c)                                      All the Repeating Representations are made byeach Additional Obligor in relation to itself to each Finance Party on the dayon which it becomes an Additional Obligor.

### (d)                                     Each representation or warranty to be madeafter the date of this Agreement shall be made by reference to the facts andcircumstances existing at the date the representation or warranty is madeunless expressly stated to be made as at another date in which case therelevant representation and warranty shall be made by reference to the factsand circumstances existing as at that date.

# 23.**                           INFORMATIONUNDERTAKINGS**

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

In this Clause 23:

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“**Annual FinancialStatement**” means a financial statement for a financial yeardelivered pursuant to paragraph (a) of Clause 23.1 (*Financial statements*).

“**Financial Quarter**”has the meaning given to that term in Clause 24.1 (*Financial definitions*).

## 23.1**                    ****Financial statements**

The Company shall supply to the Facility Agent:

### (a)                                      as soon as they are available, but in anyevent within 120 days after the end of each of its financial years (i) theaudited consolidated financial statements for the Group for that financialyear; and (ii) the balance sheet and profit and loss account report of eachObligor for that financial year, audited, if that Obligor is required by law toprepare or otherwise prepares audited financial statements.

### (b)                                     as soon as they are available, but in anyevent within 60 days after the end of each Financial Quarter, the un-auditedconsolidated financial statements for the Group prepared in accordance with theAccounting Principles for that Financial Quarter (“**Quarterly Financial Statements**”), including in each case profit and loss accounts, balance sheet andcash flow statements and a management commentary thereon from the ChiefFinancial Officer.

## 23.2**                    ****Compliance Certificate**

### (a)                                      The Company shall supply a ComplianceCertificate to the Facility Agent with each set of its audited consolidatedAnnual Financial Statements and each set of its un-audited consolidatedSemi-Annual Financial Statements.

### (b)                                     Each Compliance Certificate shall:

#### (i)                        set out (in reasonable detail) computationsas to compliance with Clause 24 (*FinancialCovenants*) and the Margin computations set out in the definition “**Margin**” and Clause 12.3 (*Margin Ratchet*); and

#### (ii)                     confirm that no Default has occurred and iscontinuing or, if a Default has occurred, what Default has occurred and thesteps being taken to remedy that Default.

### (c)                                      Each Compliance Certificate shall be signedby a director of the Company and, when required to be delivered with theconsolidated Annual Financial Statements of the Company, shall be accompaniedby confirmation thereof (together with a customary engagement letter providingfor reliance by the Lenders) from the Company’s auditors in form satisfactoryto the Facility Agent (acting reasonably).

## 23.3                     **Requirements as to financialstatements**

### (a)                                      Each set of financial statements deliveredpursuant to Clause 23.1 (*Financialstatements*):

#### (i)                        shall be certified by a director of therelevant company as giving a true and fair view (in the case of AnnualFinancial Statements) or fairly representing (in other cases) its, or as thecase may be, its consolidated 

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#### financialcondition and operations as at the date as at which those financial statementswere drawn up and shall be prepared using the Accounting Principles, accountingpractices and financial reference periods consistent with those applied, in thepreparation of the Business Plan, unless, in relation to any set of financialstatements, the Company notifies the Facility Agent that there has been achange in the Accounting Principles, the accounting practices or referenceperiods and its auditors (or, if appropriate, the auditors of the Obligor orthe Company) deliver to the Facility Agent:

##### (A)                a description of any change necessary forthose financial statements to reflect the Accounting Principles, accountingpractices and reference periods upon which the Business Plan or, as the casemay be, that Obligor’s Original Financial Statements were prepared; and

##### (B)                  sufficient information, in form and substanceas may be reasonably required by the Facility Agent, to enable the Lenders todetermine whether Clause 24 (*Financialcovenants*) and Clause 25.23(*Guarantors*) have been complied with, to determine theMargin as set out in the definition of “**Margin**” and Clause12.3 (*Margin Ratchet*), to determine whether a person is aMaterial Company as set out in the definition of “**Material Company**”and to make an accurate comparison between the financial position indicated inthose financial statements and the Business Plan (in the case of the Company)or that Obligor’s Original Financial Statements (in the case of an Obligor).

### (b)                                     If the Company notifies the Facility Agent ofa change in accordance with sub-paragraph (i) above then the Company andFacility Agent shall enter into negotiations in good faith with a view toagreeing:

#### (i)                        whether or not the change might result in anymaterial alteration in the commercial effect of any of the terms of thisAgreement; and

#### (ii)                     if so, any amendments to this Agreement whichmay be necessary to ensure that the change does not result in any materialalteration in the commercial effect of those terms,

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

If no such agreement is reached within 30 days of thatnotification of change, the Facility Agent shall (if so requested by the MajorityLenders) instruct the auditors of the Company or independent accountants(approved by the Company or, in the absence of such approval within 5 days ofrequest by the Facility Agent of such approval, a firm with recognisedexpertise) to determine any amendment to Clause 24.2 (*Financial condition*) the Margincomputations set out in the definition of “**Margin**”and Clause 12.3 (*Margin Ratchet*),and any other terms of this Agreement which those auditors or, as the case maybe,

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accountants (acting as experts and not arbitrators)consider appropriate to ensure the change does not result in any materialalteration in the commercial effect of the terms of this Agreement.  Those amendments shall take effect when sodetermined by those auditors, or as the case may be, accountants.  The cost and expense of those auditors oraccountants shall be for the account of the Company.

Any reference in this Agreement to those financialstatements shall be construed as a reference to those financial statements asadjusted to reflect the basis upon which the Business Plan or, as the case maybe, the Original Financial Statements were prepared.

### (c)                                      The Company shall procure that each set ofAnnual Financial Statements shall be audited by one of the internationallyrecognised “big four” firm of accountants or such other auditors with the priorwritten consent of the Majority Lenders.

### (d)                                     The Company shall procure that each set ofQuarterly Financial Statements shall be in a form reasonably acceptable to theFacility Agent and include a balance sheet, profit and loss account andcashflow statement.

## 23.4**                    ****Group Companies**

The Company shall, at the request of the FacilityAgent, but no more often than once a year unless a Default is continuing,supply to the Facility Agent a report issued by its auditors (or, if suchreport is not customarily issued by its auditors, such other evidence as theFacility Agent may reasonably require) stating which of the Subsidiaries areMaterial Subsidiaries.

## 23.5**                    ****Information: miscellaneous**

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

### (a)                                      all documents that are required by law or thearticles of association or partnership agreement to be dispatched by theCompany to its shareholders generally (or any class of them) or dispatched bythe Company or any Material Company to its creditors generally at the same timeas they are dispatched;

### (b)                                     if any Event of Default is continuing, suchinformation or projections regarding the financial condition, business,property, assets, operations, performance or prospects of any member of theGroup as any Finance Party (through the Facility Agent) may reasonably request;and

### (c)                                      promptly, details of any disposal, claim orcircumstance which will require a prepayment of Loans under paragraph (b) ofClause 11.7 (*Exit*), Clause 11.8 (*Equity Proceeds*) and Clause 11.9 (*Disposal Proceeds*);

### (d)                                     any other information and documents as may berequired under Sections 13, 13(a) and 18 of the German Banking Act (*Gesetz über das Kreditwesen*),

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**provided that** theCompany shall not be obliged to disclose to the Facility Agent any non-publicinformation about the Group that would result in the Group being in breach ofany legal or regulatory restriction applicable to any member of the Group.

## 23.6**                    ****Notification of default**

### (a)                                      Each Obligor shall notify the Facility Agentof any Default (and the steps, if any, being taken to remedy it) promptly uponbecoming aware of its occurrence (unless that Obligor is aware that a notificationhas already been provided by another Obligor).

### (b)                                     Promptly upon a request by the FacilityAgent, the Company shall supply to the Facility Agent a certificate signed byat least one director or senior officer on its behalf certifying that no Defaultis continuing (or if a Default is continuing, specifying the Default and thesteps, if any, being taken to remedy it).

## 23.7**                    ****“Know your customer” checks**

### (a)                                      If:

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

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

#### (iii)                  a proposed assignment or transfer by a Lenderof any of its rights and/or obligations under this Agreement to a party that isnot a Lender prior to such assignment or transfer,

obliges the Facility Agent or any Lender (or, in thecase of sub-paragraph (iii) above, any prospective new Lender) to comply with “**know your customer**” or similaridentification procedures in circumstances where the necessary information isnot already available to it, each Obligor shall promptly upon the request ofthe Facility Agent or any Lender supply, or procure the supply of, suchdocumentation and other evidence as is reasonably requested by the FacilityAgent (for itself or on behalf of any Lender) and reasonably obtainable by therelevant Obligor or any Lender (for itself or, in the case of the eventdescribed in sub-paragraph (iii) above, on behalf of any prospective newLender) in order for the Facility Agent, such Lender or, in the case of theevent described in sub-paragraph (iii) above, any prospective new Lender tocarry out and be satisfied (acting reasonably) with the results of allnecessary “**know your customer**” orother similar checks under all applicable laws and regulations pursuant to thetransactions contemplated in the Finance Documents.

### (b)                                     Each Lender shall promptly upon the requestof the Facility Agent supply, or procure the supply of, such documentation andother evidence as is reasonably requested by the Facility Agent (for itself) inorder for the Facility Agent to carry out and be satisfied with the results ofall necessary “**knowyour**

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### **customer**” or other similar checks under allapplicable laws and regulations pursuant to the transactions contemplated inthe Finance Documents.

### (c)                                      The Company shall, by not less than 10Business Days’ prior written notice to the Facility Agent, notify the Facility Agent(which shall promptly notify the Lenders) of its intention to request that oneof its Subsidiaries becomes an Additional Obligor pursuant to Clause 28 (*Changes to the Obligors*).

### (d)                                     Following the giving of any notice pursuantto paragraph (c) above, if the accession of such Additional Obligor obliges theFacility Agent or any Lender to comply with “**know your customer**”or similar identification procedures in circumstances where the necessaryinformation is not already available to it, the Company shall promptly upon therequest of the Facility Agent or any Lender supply, or procure the supply of,such documentation and other evidence as is reasonably requested by theFacility Agent (for itself or on behalf of any Lender) or any Lender (foritself or on behalf of any prospective new Lender) and reasonably obtainable bythe relevant Obligor in order for the Facility Agent or such Lender or anyprospective new Lender to carry out and be satisfied (acting reasonably) withthe results of all necessary “**knowyour customer**” or othersimilar checks under all applicable laws and regulations pursuant to theaccession of such Subsidiary to this Agreement as an Additional Obligor.

# 24.**                           FINANCIALCOVENANTS**

## 24.1**                    ****Financial definitions**

In this Clause 24:

“**Borrowings**”means, at any time, the outstanding principal, capital or nominal amount andany fixed or minimum premium payable on prepayment or redemption of anyindebtedness for or in respect of:

(a)                                      moneysborrowed and debit balances with financial institutions;

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

(c)                                      anyamount raised pursuant to any note purchase facility or the issue of bonds,notes, debentures, loan stock or any similar instrument including but notlimited to, the Patterson Note if issued by a member of the Group;

(d)                                     theamount of any liability in respect of any lease or hire purchase contract whichwould, in accordance with the Accounting Principles, be treated as a finance orcapital lease;

(e)                                      receivablessold or discounted other than to members of the Group (other than anyreceivables to the extent they are sold on a non recourse basis);

(f)                                        anycounter indemnity obligation in respect of a guarantee, indemnity, bond,standby or documentary letter of credit or any other instrument issued by abank or financial institution (excluding the amount of any trade credit inrespect of 

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the supply of assets or services unless payment is duemore than 180 days from the date on which the goods were delivered or serviceswere performed);

(g)                                     anyamount raised by the issue of redeemable shares which are redeemable on orbefore the last Termination Date;

(h)                                     anyamount of any liability under an advance or deferred purchase agreement if oneof the primary reasons behind the entry into the agreement is to raise financeother than any liability arising under the U.S. Exclusivity Agreement;

(i)                                         anyamount raised under any other transaction (including any forward sale orpurchase agreement) having the commercial effect of a borrowing; and

(j)                                         (withoutdouble counting) the amount of any liability in respect of any guarantee orindemnity for any of the items referred to in paragraphs (a) to (i) (inclusive)above,

**provided that**, forthe avoidance of doubt, the Financial Indebtedness referred to in sub-paragraph(b)(vii) of Clause 25.17 (*FinancialIndebtedness*) shall not be counted as “**Borrowings**”.

“**Cash Interest Costs**”means for any Relevant Period the aggregate amount of the accrued interestpayments in respect of Borrowings which are paid or payable in cash in respectof that Relevant Period.

“**ConsolidatedAdjusted EBITDA**” means for any Relevant Period the consolidatedincome before taxes of the Group from ordinary activities for such RelevantPeriod:

(a)                                      **before deducting**any Consolidated NetFinance Charges;

(b)                                     **before taking into account**any itemstreated as exceptional or extraordinary items, including costs incurred inconnection with an acquisition permitted pursuant to sub-paragraph (b)(ii) ofClause 25.7 (*Acquisitions*);

(c)                                      **before taking into account**any realised orunrealised gains or losses with respect to Utilisations due to movements inexchange rates occurring during such period to the extent the same has notresulted in a cash receipt or payment by the Group;

(d)                                     **before deducting**any Refinancing Costs andany Acquisition Costs;

(e)                                      **after deducting**the amount of any profit(and adding the loss) of any member of the Group which is attributable tominority interests;

(f)                                        **after deducting**the amount of any profit ofany investment or entity (which is not itself a member of the Group) in whichany member of the Group has an ownership interest to the extent that the amountof such profit included in the financial statements of the Group exceeds theamount (net of applicable withholding tax) received in cash by members of theGroup through distributions by such investment or entity;

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(g)                                     **before deducting**any amount attributable tothe amortisation of Refinancing Costs or costs of intangible assets or thedepreciation of tangible assets and current assets or write off of research anddevelopment currently in progress incurred in connection with purchase priceaccounting (fair market value adjustments/step-up);

(h)                                     **before taking into account**pension interestcost;

(i)                                         **before deducting**option or similar non-cashexpenses; and

(j)                                         **before deducting**any non-recurring costsand expenses incurred in order to ensure compliance with Sarbanes-Oxley Act of2002 and US Regulation 404,

in each case, to the extent added, deducted or takeninto account, as the case may be, for the purposes of determining income/(loss)before taxation of the Group from ordinary activities.

“**Consolidated NetFinance Charges**” means, for any Relevant Period, the aggregateamount of the accrued interest, commission, fees, discounts, prepaymentpenalties or premiums and other finance payments in respect of Borrowingswhether paid, payable or capitalised by any member of the Group in respect ofthat Relevant Period:

(a)                                      **excluding** any such obligations owed to anyother member of the Group;

(b)                                     **including**the interest element of leasingand hire purchase payments;

(c)                                      **including**any accrued commission, fees,discounts and other finance payments payable by any member of the Group underany interest rate hedging arrangement;

(d)                                     **deducting**any accrued commission, fees,discounts and other finance payments owing to any member of the Group under anyinterest rate hedging instrument;

(e)                                      **deducting**any accrued interest owing to anymember of the Group on any deposit or bank account;

(f)                                        **excluding**any Refinancing Costs; and

together with the amount of any cash dividends ordistributions paid or made by the Original Borrower in respect of that RelevantPeriod.

“**Consolidated TotalNet Debt**” means, at any time, the aggregate amount of allobligations of the Group for or in respect of Borrowings but:

(a)                                      **excluding**any such obligations to any othermember of the Group;

(b)                                     **including**, in the case of finance leases,only the capitalised value therefore; and

(c)                                      **deducting**the aggregate amount of freelyavailable Cash and Cash Equivalent Investments held by any member of the Groupat such time which can be applied in prepayment or prepayment of theFacilities, whether as a result of 

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dividend payments, loans or other payments made to therelevant member of the Group.

and so that no amount shall be included or excludedmore than once.

“**Financial Half-Year**”means the period of six months commencing on the day after each Half-Year Date.

“**Half-Year Date**”means each of 31 March and 30 September.

“**Refinancing Costs**”means cost and expenses incurred by the Group in connection with therefinancing of the Existing Senior Facilities Agreement and the ExistingMezzanine Facilities Agreement pursuant to the Facilities as set out in theFunds Flow Statement.

“**Relevant Period**”means each period of twelve months ending on the last day of the Parent’sfinancial year and each period of twelve months ending on the last day of eachFinancial Half Year of the Parent.

“**Semi-AnnualFinancial Statements**” means the Quarterly Financial Statements inrespect of the financial quarters ending on each Half Year Date delivered tothe Facility Agent pursuant to paragraph (b) of Clause 23.1 (*Financial Statements*).

## 24.2**                    ****Financial condition**

The Company shall ensure that:

### (a)                                      *Debt Cover*: The ratio of Consolidated Total Net Debt toConsolidated Adjusted EBITDA in respect of any Relevant Period specified inColumn 1 below shall not be greater than the ratio set out in Column 2 belowopposite that Relevant Period.

| Column 1  Relevant Period expiring | ** ** | **Column 2  Ratio** | ** ** |
|---------------------------------------------------|------------|--------------------------|------------|
|                                              |       |                     |       |
| 31 March 2007                                     |       | 4.00:1                   |       |
| 30 September  2007                                |       | 4.00:1                   |       |
| 31 March 2008                                     |       | 3.50:1                   |       |
| 30 September  2008 and thereafter                 |       | 3.50:1                   |       |

 

### (b)                                     *Cash Interest Cover*: The ratio of Consolidated Adjusted EBITDAto Cash Interest Costs in respect of any Relevant Period (commencing with theRelevant Period expiry 31 March 2007) shall not be less than 4.00:1.

## 24.3**                    ****Financial testing**

The financial covenants set out in Clause 24.2 (*Financial condition*) shall be tested byreference to each of the financial statements and/or each ComplianceCertificate delivered pursuant to Clause 23.2 (*ComplianceCertificate*).

## 24.4**                    ****Adjustments**

For the purpose of calculating the ratios under Clause24.2 (*Financial Condition*) inrelation to any Relevant Period, each of the relevant figures will becalculated on a pro forma basis including each acquisition permitted undersub-paragraph (b)(ii) or (b)(v) of 

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Clause 25.7 (*Acquisitions*)and each disposal of assets of the Group as if that acquisition or disposal hadoccurred on the first day of the Relevant Period.

## 24.5**                    ****First Period**

In relation to any Relevant Period before January2008, for the purpose of calculating:

### (a)                                      Cash Interest Cost and Consolidated NetFinance Charges, the relevant figure for the period from 1 January 2007 to therelevant calculation date shall be annualised by dividing the relevant figureby the number of months in the period from 1 January 2007 to the relevantcalculation date and multiplying the result by 12.

### (b)                                     Consolidated Adjusted EBITDA, the pro formaConsolidated Adjusted EBITDA of the component parts of the Group shall becalculated for the Relevant Period.

# 25.**                           GENERALUNDERTAKINGS**

The undertakings in this Clause 25 remain in forcefrom the date of this Agreement for so long as any amount is outstanding underthe Finance Documents or any Commitment is in force.

## 25.1**                    ****Authorisations**

Each Party (other than a Finance Party) shallpromptly:

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

### (b)                                     supply, upon request of the Facility Agent,certified copies to the Facility Agent of,

any Authorisation required under any law or regulationof a Relevant Jurisdiction to:

#### (i)                        enable it to perform its obligations underthe Finance Documents; and

#### (ii)                     ensure the legality, validity, enforceabilityor admissibility in evidence of any Finance Document,

where failure to do so is likely to have a MaterialAdverse Effect.

## 25.2**                    ****Compliance with laws**

Each Obligor shall (and the Company shall ensure thateach member of the Group shall) comply in all respects with all laws to whichit is subject, if failure so to comply is likely to have a Material AdverseEffect.

## 25.3**                    ****Environmental compliance**

Each Obligor shall (and the Company shall ensure thateach member of the Group shall):

### (a)                                      comply in all material respects with allEnvironmental Law;

### (b)                                     obtain and maintain and ensure compliancewith any Environmental Permits; and

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### (c)                                      take all reasonable steps in anticipation ofknown or expected future changes to or obligations under Environmental Law orEnvironmental Permits,

where failure to do so is likely to have a MaterialAdverse Effect.

## 25.4**                    ****Taxation**

Each Obligor shall (and the Company shall ensure thateach member of the Group shall) duly and punctually pay and discharge all Taxesimposed upon it or its assets within the time period allowed without incurringpenalties unless and only to the extent that:

### (a)                                      such payment is being contested in goodfaith;

### (b)                                     appropriate reserves are being maintained forthose Taxes; and

### (c)                                      either such payment can be lawfully withheldor non payment would not have a Material Adverse Effect.

## 25.5**                    ****Merger**

No Obligor shall (and the Company shall ensure that noother member of the Group will) enter into any amalgamation, demerger, mergeror corporate reconstruction (“**merger**”)except solvent mergers between members of the Group where if one is an Obligorthe surviving entity is or becomes an Obligor or with the prior consent of theMajority Lenders, such consent not to be unreasonably withheld where requiredto optimise the tax structure of the Group, **providedthat**the Lenders’ position is not adversely affected.  Notwithstanding the above, this Clause 25.5shall not apply to a Permitted Reorganisation.

## 25.6**                    ****Change of business**

The Company and each Obligor shall procure that nosubstantial change is made to the general nature of the business of the Groupfrom that carried on at the date of this Agreement.

## 25.7**                    ****Acquisitions**

### (a)                                      Unless the Non-Leveraged Criteria has beenmet, no Obligor shall (and the Company shall ensure that no other member of theGroup will) incorporate or acquire a company or acquire (or acquire an interestin) shares or securities or a business or undertaking.

### (b)                                     Paragraph (a) above shall not apply to anincorporation or acquisition:

#### (i)                        by a member of the Group permitted pursuantto paragraph (b) of Clause 25.8 (*Jointventures*);

#### (ii)                     of a company or corporation or shares orsecurities or a business or undertaking (the “**target**”) by a memberof the Group **providedthat**:

##### (A)               the target carries out a similar, related ora complimentary line of business to the Group;

##### (B)                 on a *pro forma* basisfollowing consolidation of the target, there will be no breach of the financialcovenants set out in Clause 24 

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##### (*Financial covenants*) (tested on a *pro forma*basis atthe end of the most recently ended Relevant Period and tested on a prospective *pro forma*basis over the two following testing periods)as a result of the acquisition.

#### (iii)                  of Cash Equivalent Investments; or

#### (iv)                 the company incorporated or acquired is alimited liability shelf company purchased or incorporated for the purpose ofaffecting a Permitted Reorganisation; or

#### (v)                    of a company or corporation or shares orsecurities or a business or undertaking by a member of the Group **provided that** the total consideration payable in relationto all such acquisitions under this sub-paragraph 25.7(b)(v) shall not exceed,when aggregated with the aggregate amount of all other Invested Funds at thetime of any such acquisition, the General Investments Threshold;

#### (vi)                 where such incorporation or acquisition is aPermitted Reorganisation,

**provided that**ineach case no Event of Default is outstanding or no Default would result fromthe proposed acquisition.

For the purpose of this Clause:

“**consideration**”means all consideration payable in relation to the relevant acquisition, bothcash and non cash, calculated on a debt free cash free basis and including allearn-out amounts, post closing adjustments and the amount of any deferredpurchase price and any costs and expenses incurred;

“**earn-out amounts**”means, in relation to the relevant acquisition, the maximum earn-out amountsfor which the relevant member of the Group may be or become liable at any timesave to the extent that the liability to pay such earn-out amount hasunconditionally and finally terminated.

## 25.8**                    ****Joint ventures**

### (a)                                      Unless the Non-Leveraged Criteria has beenmet, no Obligor shall (and the Company shall ensure that no member of the Groupwill):

#### (i)                        acquire (or agree to acquire) any shares,stocks, securities or other interest in any Joint Venture; or

#### (ii)                     transfer any assets or lend to or guaranteeor indemnify or give Security for the obligations of a Joint Venture (or agreeto transfer, lend, guarantee, indemnify or give Security for the obligations ofa Joint Venture).

### (b)                                     Paragraph (a) does not apply to theacquisition or agreement to acquire any shares, stocks, securities or otherinterest in any Joint Venture or the transfer of any asset or the making of anyloan to a Joint Venture if the aggregate amount payable for such acquisition,the higher of book value and market value of such asset transferred and theprincipal amount of such loan does not, when 

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### aggregatedwith the aggregate amount of all other Invested Funds at the time of suchacquisition, transfer or loan, exceed the General Investments Threshold, **provided that**no Event of Default is outstanding at thetime of such acquisition, agreement, transfer or loan or would arise as aresult thereof.

## 25.9**                    ****Preservation of assets**

Each Obligor shall (and the Company shall ensure thateach member of the Group shall) maintain and preserve, in good working orderand condition (ordinary wear and tear excepted) all of its assets necessary inthe conduct of the business of the Group as a whole, as conducted at the dateof this Agreement, where failure to do so would likely have a Material AdverseEffect.

## 25.10**              ****Pari passu ranking**

Each Obligor shall (and the Company shall ensure thateach member of the Group will) ensure that at all times any unsecured and unsubordinatedclaims of a Finance Party held against it under the Finance Documents rank atleast pari passu with the claims of all its other unsecured and unsubordinatedcreditors except those creditors whose claims are mandatorily preferred by lawsof general application to companies.

## 25.11**              ****Negative pledge**

In this Clause 25.11, “**Quasi Security**” means a transaction described in paragraph (b)below.

Except as permitted under paragraph (c) below:

### (a)                                      No Obligor shall (and the Company shallensure that no other member of the Group will) create or permit to subsist anySecurity over any of its assets.

### (b)                                     No Obligor shall (and the Company shallensure that no other member of the Group will):

#### (i)                        enter into any arrangement under which moneyor the benefit of a bank or other account may be applied, set off or madesubject to a combination of accounts; or

#### (ii)                     enter into any other preferential arrangementhaving a similar effect,

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

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

#### (i)                        any netting or set off arrangement (orSecurity over a credit balance in a bank account which is entered into toeffect such arrangement) entered into by any member of the Group in theordinary course of its banking arrangements for the purpose of netting debitand credit balances of members of the Group;

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#### (ii)                     any lien or other Security arising byoperation of law in the ordinary course of trading and not (unless such lien orother Security is removed within 75 days of its creation) by reason of default;

#### (iii)                  Security existing on the Closing Date aslisted in Schedule 13 (*Overview Loans andSecurities Subsidiaries*);

#### (iv)                 any Security or Quasi-Security over oraffecting any asset acquired by a member of the Group after the Closing Date orassets of companies which become members of the Group after the Closing Date;

##### (A)                up to an amount of EUR 30,000,000; or

##### (B)                  if the Security or Quasi-Security is removedor discharged within 6 months of the acquisition of such asset or such companybecoming a member of the Group **providedthat**the Security orQuasi-Security was not created or the principal amount secured has notincreased in contemplation of the acquisition of the relevant asset;

#### (v)                    any retention of title, hire purchase orconditional sale arrangement or arrangements having similar effect in respectof goods supplied to a member of the Group in the ordinary course of business andon the suppliers standard or usual terms;

#### (vi)                 any Security in favour of an Ancillary Lenderover goods or documents of title to goods arising in the ordinary course ofletter of credit transactions entered into in the ordinary course of business;

#### (vii)              any Security securing the Existing SeniorFacility Agreement and/or the Existing Mezzanine Facility Agreement **provided that** such Security is released upon the firstUtilisation under the Facilities;

#### (viii)           cash cover relating to a Bank Guarantee; or

#### (ix)                   any Security arising pursuant to an order ofattachment or injunction restraining disposal of assets or similar legalprocess arising in connection with court proceedings being contested by therelevant member of the Group in good faith with a reasonable prospect ofsuccess where the amount of any claims being contested does not exceed inaggregate in respect of all members of the Group EUR 15,000,000 (or itsequivalent in any other currency or currencies);

#### (x)                      any Security constituted by a finance lease,hire purchase or conditional sale agreement, where the Financial Indebtednessarising under such arrangement is permitted pursuant to paragraph (b) of Clause25.17 (*Financial Indebtedness*);

#### (xi)                   any Security arising under condition 14 ofthe general business conditions of German banks or similar provisions of otherbanks with whom any 

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#### memberof the Group maintains a banking relationship in the ordinary course ofbusiness;

#### (xii)                any Security created to secure loans by anymember of the Group to another member of the Group as provided insub-paragraphs (b)(i), (b)(iii) and (b) (iv) of Clause 25.14 (*Loan and Credit*);

#### (xiii)             Security in favour of a bank over goods anddocuments of title arising in the ordinary course of documentary credittransactions entered into by a member of the Group in the ordinary course ofbusiness up to an aggregate amount not exceeding EUR 15,000,000;

#### (xiv)            any Security arising by operation of law infavour of any governmental, state or local tax authority in respect of Taxes(1) that are not yet due or (2) for which adequate reserves are beingmaintained, the payment of which is contested in good faith and can be lawfullywithheld;

#### (xv)               Quasi Security which may have arisen as aresult of the Permitted Bensheim Disposal; and

#### (xvi)            any Security in addition to that withinsub-paragraphs (i) to (xv) above and securing indebtedness in aggregate notexceeding at any one time EUR 30,000,000 or its equivalent; or if theNon-Leveraged Criteria are satisfied EUR 60,000,000 or its equivalent.

## 25.12**              ****Treasury Transactions**

No Obligor shall (and the Company will procure that nomember of the Group will) enter into Treasury Transaction, other than:

### (a)                                      spot and forward delivery foreign exchangecontracts entered into in the ordinary course of business of a member of theGroup and not for speculative purposes;

### (b)                                     any Treasury Transaction entered into for thehedging of actual or projected real exposures arising in the ordinary course oftrading activities of a member of the Group (and not for speculative purposes).

## 25.13**              ****Arm’s length basis**

### (a)                                      Except as permitted by paragraph (b) below,no Obligor shall (and the Company shall ensure no member of the Group will)enter into any transaction with any person except on arm’s length terms orbetter (from the Group’s perspective).

### (b)                                     The following transactions shall not be abreach of this Clause 25.12:

#### (i)                        payment of reasonable fees and costs for nonexecutive directors of any member of the Group who are nominees of theInvestors;

#### (ii)                     amounts paid to Sirona Holdings Luxco SCAunder sub-paragraph (b)(iii) of Clause 25.16 (*Dividends,share capital redemptions and payments on subordinated debt*);

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#### (iii)                  the amount envisaged to be paid to theInvestors pursuant to Clause 25.16 (*Dividends,share capital redemptions and payments on subordinated debt*);

#### (iv)                 intra Group loans permitted under Clause25.14 (*Loans and Credit*);

#### (v)                    any payment of Refinancing Costs as envisagedin the Funds Flow Memorandum;

#### (vi)                 fees, costs and expenses payable under theFinance Documents in the amounts set out in the Finance Documents delivered tothe Facility Agent under Clause 4.1 (*InitialConditions Precedent*); and

#### (vii)              any amounts agreed by the Facility Agent(acting on the instructions of the Majority Lenders).

## 25.14**              ****Loans and credit**

### (a)                                      Unless the Non-Leveraged Criteria has beenmet, except as permitted under paragraph (b) below no Obligor shall (and theCompany shall procure that no member of the Group will) make any loans or grantany credit or make any other financial arrangement having a similar effect.

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

#### (i)                        a loan by an Obligor to an Obligor;

#### (ii)                     a loan by a member of the Group which is notan Obligor to a member of the Group;

#### (iii)                  a loan by an Obligor which is a member of theGroup to a member of the Group which is not an Obligor so long as the aggregateof the Financial Indebtedness outstanding under all such loans does not exceedEUR 25,000,000 (or the equivalent thereof in any other currency or currencies)at any time;

#### (iv)                 a trade credit granted in the ordinary courseof trading, on arm’s length terms and upon terms usual for such trade, which donot exceed payment terms of 180 days;

#### (v)                    a loan made by a member of the Group toanother member of the Group listed in Schedule 13 (*Overview Loans and Securities Subsidiaries*) up to the amountlisted in such Schedule;

#### (vi)                 a loan by a member of the Group to theCompany or a Holding Company of the Company in order to enable the Company orsuch Holding Company to redeem the share capital in the Company or such HoldingCompany held by Senior Management **providedthat** the aggregate amount ofsuch loan shall not exceed, when aggregated with the amount of all dividendsdeclared and/or paid under paragraph (c) of Clause 25.16 (*Dividends, share capital redemptions and payments onsubordinated*

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#### *debt*),EUR 20,000,000 in any year (or the equivalent thereof in any other currency orcurrencies), **providedthat** no Default iscontinuing when, or would occur immediately after, any such payment is made;

#### (vii)              a loan (in addition to the loans referred toin sub-paragraphs (i) to (vi) above) made by a member of the Group to any otherperson **provided that** the aggregate amount of all such loans, whenaggregated with the aggregate amount of all other Invested Funds at the time ofsuch loan, does not exceed the General Investments Threshold, **provided further that**no Event of Default is outstanding at suchtime or would arise as a result thereof.

## 25.15**              ****No Guarantees or indemnities**

In this Clause 25.15 “**guarantee**” means a guarantee, indemnity, counter indemnity orother financial arrangement having a similar effect for the benefit of anyperson or any other assurance against loss.

### (a)                                      Except as permitted under paragraph (b) belowno Obligor shall (and the Company shall procure that no member of the Groupwill) give any guarantee in respect of any obligation of any person.

### (b)                                     Paragraph (a) does not apply to a guaranteewhich is:

#### (i)                        any guarantee to be given or to remainoutstanding after the Non-Leveraged Criteria has been met;

#### (ii)                     given in connection with credit granted to amember of the Group under any deferred purchase agreement entered into in theordinary course of trade and upon terms usual for such trade and is:

##### (A)                a guarantee given by a member of the Groupfor the obligations of member of the Group under that deferred purchaseagreement; or

##### (B)                  a guarantee given by a member of the Group inrespect of a guarantee, indemnity, bond, standby or documentary letter ofcredit or other instrument issued by a bank or financial institution (on normalcommercial terms) to support the obligations of a member of the Group underthat deferred purchase agreement;

#### (iii)                  given by a member of the Group in respect ofthe obligations of another member of the Group and would, if it were a loan bythat member of the Group to the other member of the Group, be permitted undersub-paragraph (b)(ii) to (iii) of Clause 25.14 (*Loans and Credit*);

#### (iv)                 a counter-indemnity given in favourLandesbank Hessen-Thüringen (Helaba) in relation to a guarantee issued byLandesbank Hessen-Thüringen (Helaba) on account of contingent liabilities ofmembers of the Group relating to old age part-time work (*Altersteilzeit*) provided the aggregateamount (actual and contingent) of such counter-indemnity does 

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#### notat any time exceed EUR 3,000,000 (or the equivalent thereof in any othercurrency or currencies);

#### (v)                    a guarantee (other than a guarantee referredto in sub-paragraphs (i) to (iv) above) granted by a member of the Group infavour of any other person **providedthat**the aggregate amount ofall such guarantees, when aggregated with the aggregate amount of all otherInvested Funds at the time of such guarantee, does not exceed the GeneralInvestments Threshold, **providedfurther that**no Event ofDefault is outstanding at such time or would arise as a result thereof.

## 25.16**              ****Dividends, share capitalredemptions and payments on subordinated debt**

### (a)                                      Unless the Non-Leveraged Criteria has beenmet, the Company shall not:

#### (i)                        declare, make or pay any dividend, charge,fee or other distribution on or in respect of its share capital (or any classof its share capital);

#### (ii)                     repay or distribute any dividend or sharepremium reserve;

#### (iii)                  make any redemption, repurchase, retirement,disposal, return, repayment or reduction by a company of its share capital andany redemption or reduction by a company of its capital redemption or otherreserve

#### (iv)                 pay or allow any member of the Group to payany management, advisory or other fee to or to the order of any of itsshareholders.

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

#### (i)                        payment of dividends up to a total aggregateamount equal to 50% of the Group’s distributable profits in each of itsfinancial years **providedthat**the ratio ofConsolidated Total Net Debt to Consolidated Adjusted EBITDA is less than 3.00:1on a pro forma basis and no Event of Default has occurred and is continuing atthe time of such payment or as a result thereof;

#### (ii)                     payments from the Company to any member ofthe Group for the financing of their and any holding company of any member ofthe Group’s reasonable ongoing administrative costs (including taxes);

#### (iii)                  payment to Sirona Holdings Luxco SCA of anadvisory and/or management fee not exceeding in aggregate EUR 500,000 (or theequivalent thereof in any other currency or currencies) per annum;

#### (iv)                 payments to any of the Investors of anyreasonable fees in connection with any advice relating to future mergers andacquisitions;

#### (v)                    payment of amounts permitted undersub-paragraph (b)(i) of Clause 25.13 (*Arm’slength basis*) and all other reasonable out-of pockets expensesproperly incurred by the board members in relation to the Group or theFacilities,

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which, in the case of payments under paragraphs (ii)through to (v), shall be permitted **providedthat**on the occurrence of an Event of Default which is continuing,the aggregate amount of all payments under sub-paragraphs (ii), (iii) and (iv)above shall not in aggregate exceed EUR 1,000,000 per annum (or the equivalentthereof in any other currency or currencies), (ii) no Event of Default iscontinuing or would occur immediately after that payment is made **provided further**that any such paymentswhich are not permitted to be made while an Event of Default is continuingshall continue to accrue and the accrued amount of such payment maysubsequently be paid at any time while no Default is continuing.

### (c)                                      Paragraph (a) above shall not apply to anypayment paid by the Company or any member of the Group in order to enable theredemption of share capital in the Company or any member of the Group held bySenior Management **providedthat** the aggregate amount ofsuch dividend shall not exceed, when aggregated with the amount of all loansmade under sub-paragraph (b)(vi) of Clause 25.14 (*Loans and Credit*), EUR20,000,000 (or the equivalent thereofin any other currency or currencies) and **provided further**noDefault is continuing when or would occur immediately after any such payment ismade.

## 25.17**              ****Financial Indebtedness**

### (a)                                      Except as permitted under paragraph (b)below, no Obligor shall (and the Company shall ensure that no member of theGroup will) incur or allow to remain outstanding any Financial Indebtedness.

### (b)                                     Paragraph (a) above does not apply toFinancial Indebtedness which is:

#### (i)                        monies borrowed or guarantees or indemnitiesor counter-indemnities given under the Finance Documents or FinancialIndebtedness under the Ancillary Documents;

#### (ii)                     monies borrowed or guarantees or indemnitiesor counter indemnities given under the Existing Senior Facility Agreementand/or Existing Mezzanine Facility Agreement **provided that** allamounts outstanding under such agreements shall be repaid in full on theClosing Date;

#### (iii)                  any Financial Indebtedness under the leaseagreement related to the Permitted Bensheim Disposal;

#### (iv)                 any Financial Indebtedness disclosed inSchedule 13 (*Overview Loans and SecuritiesSubsidiaries*) or approved by the Majority Lenders;

#### (v)                    monies borrowed under a loan from anothermember of the Group which is permitted under Clause 25.14 (*Loans and Credit*), a guarantee in respectof Financial Indebtedness of another member of the Group which is permittedunder sub-paragraph (b)(iii) of Clause 25.15 (*NoGuarantees or indemnities*) or any other guarantee, indemnity orcounter indemnity by a member of the Group which is permitted under Clause25.15 (*No Guarantees or indemnities*);

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#### (vi)                 indebtedness covered by a Bank Guarantee orby a letter of credit, guarantee or indemnity issued under an AncillaryFacility;

#### (vii)              Financial Indebtedness owed by any member ofthe Group incorporated or operating in Japan and/or China pursuant to arevolving credit facility agreement provided such Financial Indebtedness existsas at the date hereof and does not and shall not at any time exceedEUR3,000,000 (or the equivalent thereof in any other currency or currencies);

#### (viii)           Financial Indebtedness in respect of anyderivative transaction permitted under Clause 25.12 (*Treasury Transactions*);

#### (ix)                   the issue of the Patterson Note where suchissue takes place after 30 September 2007; and

#### (x)                      indebtedness additional to that referred toin sub-paragraphs (i) to (ix) of this Clause 25.17 and which does not exceedEUR 150,000,000 (or, if the Non-Leveraged Criteria has been met,EUR 200,000,000. Upon the utilisation of any Incremental Loan under the IncrementalFacility the basket referred to in this paragraph (x) shall be reduced by theamount of such Incremental Loan (or its equivalent in any other currency orcurrencies) in an aggregate principal amount for the Group taken as a whole.  For the purposes of determining whether themonetary limit in this paragraph (x) has been exceeded any guarantee, indemnityor counter indemnity obligation in respect of other forms of FinancialIndebtedness falling within this paragraph (x) shall not be double counted.

## 25.18**              ****Insurance**

The Company shall ensure that the Group maintainsinsurances which are at least at the levels and provide for coveragesconsistent with recent historical practices as at the Closing Date.

## 25.19**              ****Pensions**

### (a)                                      The Company shall ensure that adequatecontributions are made to pension schemes operated by or maintained for thebenefit of members of the Group and/or any of its employees and such pensionschemes are fully funded (where required by law) based on reasonable actuarialassumptions and recommendations and are operated or maintained as required bylaw in each case where failure to do so would likely have a Material AdverseEffect.

### (b)                                     The Company shall deliver to the FacilityAgent upon its reasonable request during the continuance of a Default, and inany event at such time as those reports are prepared in order to comply withthe then current statutory or auditing requirements, actuarial reports inrelation to those pension schemes.

## 25.20**              ****Access**

Each Obligor shall (and the Company shall ensure thateach member of the Group shall) permit the Facility Agent and/or theiraccountants or other professional advisers and contractors free access at allreasonable times when an Event of Default is continuing and when the FacilityAgent believes that an Event of Default may be continuing on

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reasonable grounds, on reasonable notice and duringnormal business hours to (a) inspect and (subject to the reasonablerequirements of client confidentiality and business secrecy) take copies andextracts from the books, accounts and records of each member of the Group, (b)meet and discuss matters with Senior Management. The costs of investigationpursuant to this clause are to be borne by the Lenders if the investigationshows that no Event of Default had occurred but otherwise the costs shall beborne by the Company.

## 25.21**              ****Intellectual property**

The Company shall procure that the Group shall, savewhere failure to do so is not likely to have a Material Adverse Effect:

### (a)                                      preserve and maintain the subsistence andvalidity of the Intellectual Property and use reasonable endeavours to maintainand preserve all other Intellectual Property with the care of an orderly actingmerchant (*Sorgfalt eines ordentlichenKaufmannes*) carrying on a similar business to the Group would use;

### (b)                                     use reasonable endeavours to prevent anyinfringement in any material respect of that Intellectual Property;

### (c)                                      make registrations and pay all registrationfees and taxes necessary to maintain that Intellectual Property in full forceand effect and record its interest in that Intellectual Property;

### (d)                                     not use or permit that Intellectual Propertyto be used in a way or take any step or omit to take any step in respect ofthat Intellectual Property which may materially and adversely affect the existenceor value of that Intellectual Property or imperil the right of any member ofthe Group to use such property; and

### (e)                                      not discontinue the use of that IntellectualProperty.

## 25.22**              ****Amendments**

No Obligor shall (and the Company shall ensure that nomember of the Group will) amend, vary, novate, supplement, supersede, waive orterminate any document delivered to the Facility Agent pursuant to Clause 4.1 (*Initial Conditions Precedent*) unless suchamendment, variation, novation, supplement, superseding, waiver or terminationis not materially prejudicial to the Lenders.

## 25.23**              ****Guarantors**

### (a)                                      Subject to the Guarantee Principles, theCompany shall ensure that the test set out in paragraph (b) below will becomplied with on the date falling 30 days following the Closing Date andthereafter on each (latest permitted) date for delivery of the Semi-AnnualFinancial Statements.

### (b)                                     Subject to theGuarantee Principles, the Company shall ensure that as at the end datesdescribed in paragraph (a):

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#### (i)                        the aggregate of the earnings (calculated onthe same basis as Consolidated Adjusted EBITDA) of each of the Guarantors shallaccount for at least 80% of the Group’s Consolidated Adjusted EBITDA on theClosing Date; and

#### (ii)                     the aggregate Gross Assets of the Guarantors shall account for at least80% of the value of the Group’s consolidated Gross Assets,

eachas determined by reference to the most recent Compliance Certificate suppliedby the Company and/or the latest audited annual and unaudited half yearlyfinancial statements of that Subsidiary and of the Group.

25.24               **Accountingreference date and auditors**

### (a)                                      The Company shall procure that it retains 30September as its accounting reference date and shall not change its accountingreference date without the consent of the Majority Lenders.

### (b)                                     Neither the Company nor any Obligor shall(and the Company shall procure that no member of the Group will) change itsauditors other than to one of the internationally recognized “**big four**” firm of accountants or with the priorwritten consent of the Majority Lenders.

25.25               **ERISA**

NoObligor shall establish, become party to or incur any liability under or permitany of its ERISA Affiliates to establish, become party to or incur anyliability under any employee benefit plan of the type referred to in Clause22.20 (*ERISA*) where to do sowould likely have a Material Adverse Effect.

25.26               **Limitationon Lenders’ Control over German Obligors**

### (a)                                      Notwithstanding Clause 25 (*General Undertakings*) above, theprovisions of Clauses 25.5 (*Merger*),Clause 25.6 (*Change of Business*),25.13 (*Arm’s Length Basis*) and25.24 (*Accounting Reference Date andAuditors*), (the “**RelevantRestrictive Covenants**”)shall not apply to any member of the Group whose Relevant Jurisdiction isGermany (together the “**GermanGroup**”).

### (b)                                     The Company shall give the Facility Agent noless than ten Business Days’ prior written notice of the intention of it or anyother member of the German Group to carry out any of the acts or take any ofthe steps referred to in the Relevant Restrictive Covenants.

### (c)                                      The Facility Agent shall be entitled, withinten Business Days of receipt of the Company notice under paragraph (b) above,to request the relevant member of the German Group to supply to the FacilityAgent in sufficient copies for the Lenders any relevant information inconnection with the proposed action or steps referred to in such notice.

### (d)                                     The Facility Agent shall notify the Company,within ten Business Days of receipt of the Company notice under paragraph (b)above or if additional information has been requested by the Facility Agentwithin the prescribed time, within ten Business Days of receipt of suchinformation, whether the proposed 

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### action or steps under paragraph (a) above is or is, in the reasonable opinionof the Facility Agent, acting on the instruction of the Majority Lenders, aMaterial Adverse Effect.

### (e)                                      If the proposed action or step underparagraph (a) above is so considered by the Facility Agent to have a MaterialAdverse Effect and the relevant member of the German Group nevertheless takessuch action or steps under paragraph (a) above, the Facility Agent shall beentitled to make (and, if so instructed by the Majority Lenders shall make) thedeclaration, request and/or instruction set out in Clause 26.18 (*Acceleration*) after the expiry of anynotice or grace periods which would be applicable to such action but for thisClause 25.26.

25.27               **Compliancewith U.S. Exclusivity Agreement**

### (a)                                      No Obligor shall take any action or omit totake any action which would give rise to a termination of the U.S. ExclusivityAgreement or which would result in liquidated damages becoming payable undersuch agreement at any time on or before 30 September 2007 if such event wouldreasonably likely to have a Material Adverse Effect.

### (b)                                     In the event that liquidated damages becomespayable, then to the extent Sirona Dental Systems GmbH is entitled, it shallsatisfy its liability by procuring that Sirona Holdings Luxco SCA or a memberof the Group issue preferred equity certificates or junior subordinatedpromissory notes as contemplated by Section IX(A) of the U.S. ExclusivityAgreement or in the event that liquidated damages are payable in circumstancescontemplated by Section IX(D) of the U.S. Exclusivity Agreement, the PattersonNote **provided that** if such preferred equity certificates orjunior subordinated promissory notes or the Patterson Note are issued by amember of the Group, the Company and the Facility Agent on behalf of theLenders shall enter into good faith negotiations to find terms acceptable tothe Company, the Majority Lenders and Patterson Companies, Inc. (“**Patterson**”) for subordination of Patterson’s claimsunder the U.S. Exclusivity Agreement to those of the Finance Partiers under theFinance Documents.

25.28               **FederalReserve Regulations**

EachU.S. Borrower will use the Facilities without violating Regulations T, U and X.

25.29               **Compliancewith U.S. Regulations**

NoObligor shall (and the Company shall ensure that no other member of the Groupwill) become an “investment company” as such term is defined in the 1940 Act orotherwise subject to regulation under the 1940 Act.  Neither the making of any Loan, or theapplication of the proceeds or repayment of any Loan by any Obligor nor theconsummation of the other transactions contemplated by this agreement willviolate any provision of such act or any rule, regulation or order of the SECunder the 1940 Act.

25.30               **Anti-MoneyLaundering**

EachObligor will use commercially reasonable efforts to ensure that no funds usedto pay the obligations under the Finance Documents are derived from anyunlawful activity.

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25.31               **Poolingagreements**

TheCompany shall procure that:

### (a)                                      the Pooling Agreements provide for the rightof its cancellation by the Company;

### (b)                                     the Pooling Agreements shall remain in placeand be maintained in full force and effect until the Termination Date, unlessotherwise agreed by the Facility Agent; and

### (c)                                      Original Borrower terminates the PoolingAgreements upon the request of the Facility Agent without undue delay providedthat an Event of Default has occurred.

# 26.                           **EVENTS OF DEFAULT**

Eachof the events or circumstances set out in this Clause 26 is an Event ofDefault.

26.1                     **Non payment**

AnObligor or any other party to a Finance Document (other than a Finance Party)does not pay on the due date any amount payable pursuant to a Finance Documentat the place at and in the currency in which it is expressed to be payableunless:

### (a)                                      its failure to pay is caused byadministrative or technical error; and

### (b)                                     payment is made within five Business Days ofits due date.

26.2                     **Financial Covenants**

Anyrequirement of Clause 24 (*FinancialCovenants*) is not satisfied.

26.3                     **Other obligations**

### (a)                                      An Obligor or any other party to a FinanceDocument (other than a Finance Party) does not comply with any provision of theFinance Documents (other than those referred to in Clause 26.1 (*Non payment*)) and Clause 26.2 (*Financial covenants*).

### (b)                                     No Event of Default (resulting from arequirement under Clause 25.22 (*Guarantors*)not being satisfied) under paragraph (a) above will occur if the failure tosatisfy such requirement is capable of remedy and is remedied within 5 BusinessDays of the earlier of the Facility Agent giving notice to the Company or theCompany or an Obligor becoming aware of the failure to comply.

### (c)                                      No Event of Default under paragraph (a) above(other than any Event of Default referred to in paragraph (b) above) will occurif the failure to comply is capable of remedy and is remedied within 20Business Days of the earlier of the Facility Agent giving notice to the Companyor the Company or an Obligor becoming aware of the failure to comply.

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26.4                     **Misrepresentation**

Anyrepresentation or statement made or repeated by an Obligor or any other partyto a Finance Document (other than a Finance Party) in the Finance Documents orin any other document delivered by or on behalf of it under or in connectionwith any Finance Document is or proves to have been incorrect or misleading inany material respect when made or repeated and the circumstances causing suchmisrepresentation are not remedied (if capable of being remedied) within 20Business Days of the earlier of the Company or any Obligor becoming awarethereof or notice thereof to the Company by the Facility Agent.

26.5                     **Cross default**

### (a)                                      Any Financial Indebtedness of any member ofthe Group is not paid when due nor within any originally applicable graceperiod.

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

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

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

### (e)                                      No Event of Default will occur under thisClause 26.5 if the aggregate amount of Financial Indebtedness or commitment forFinancial Indebtedness falling within paragraphs (a) to (d) above is less thanEUR 25,000,000 (or its equivalent in any other currency or currencies).

26.6                     **Insolvency**

### (a)                                      Any Material Company or any Borrower isunable or admits inability to pay its debts as they fall due or is deemed ordeclared under applicable law to be unable to pay its debts, suspends makingpayments on its debts generally or, by reason of actual or anticipatedfinancial difficulties, commences negotiations with one or more of itscreditors with a view to rescheduling any of its indebtedness.

### (b)                                     The value of the assets of any MaterialCompany or any Borrower is less than its liabilities (taking into accountcontingent and prospective liabilities “*Fortführungsprognose*”)where the Relevant Jurisdiction of the company is Germany or any otherjurisdiction where this would be a ground for the filing for insolvencyproceedings.

### (c)                                      A moratorium is declared in respect of anyindebtedness of any Material Company or any Borrower.

### (d)                                     For the purposes of this Clause 26.6, “**Material Company**” shall be deemed not to include any personreferred to in paragraph (a) of the definition of “**Material**

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### **Company**”(other than any Borrower) and the figure 5% in paragraphs (b)(i) and (b)(ii) ofthe definition of Material Company shall be adjusted to read 7.5%.

### (e)                                      Any Obligor shall in any U.S. jurisdiction:

(i)                        apply for, or consent to, the appointment of,or the taking of possession by, a receiver, custodian, trustee, examiner orliquidator of itself or of all or a substantial part of its property;

(ii)                     make a general assignment for the benefit ofits creditors;

(iii)                  commence a voluntary case under Title 11 ofthe United States of America Code entitled Bankruptcy (or any successorthereof), as amended;

(iv)                 file a petition with respect to itselfseeking to take advantage of any other law relating to bankruptcy, insolvency,reorganisation, liquidation, dissolution, arrangement or winding up, orcomposition or readjustment of debts; or

(v)                    take any corporate action for the purpose ofeffecting any of the foregoing with respect to itself.

26.7                     **Insolvency proceedings**

### (a)                                      Any corporate action, legal proceedings orother procedure or step is taken in relation to:

#### (i)                        the suspension of payments, a moratorium ofany indebtedness, winding up, dissolution, administration or reorganisation (byway of voluntary arrangement, scheme of arrangement or otherwise) of anyBorrower or any Material Company;

#### (ii)                     a composition, assignment or arrangement with any creditor of anyBorrower or any Material Company; or

#### (iii)                  theappointment of a liquidator, receiver, administrator, administrative receiver,compulsory manager or other similar officer in respect of any Borrower or anyMaterial Company,

orany analogous procedure or step is taken in any jurisdiction.

### (b)                                     Paragraph (a) above shall not apply to anyproceedings which are (i) being contested in good faith or dismissed within 20Business Days of commencement or (ii) the amount of the debt that is thesubject of such proceedings is less than EUR 25,000,000 (or its equivalentin any other currency or currencies).

### (c)                                      For the purposes of this Clause 26.7, “**Material Company**” shall be deemed not to include any personreferred to in paragraph (a) of the definition of “**Material Company**”(other than any Borrower) and the figure 5% in paragraphs (b)(i) and (b)(ii) ofthe definition of Material Company shall be adjusted to read 7.5%.

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### (d)                                     In respect of any Obligor, a proceeding orcase shall be commenced, without the application or consent of such Obligor, inany US court of competent jurisdiction, seeking:

#### (i)                        its reorganisation, liquidation, dissolution,arrangement or winding-up or the composition or readjustment of its debts;

#### (ii)                     the appointment of a receiver, custodian, trustee, examiner, liquidatoror the like of the Obligor or of all or any substantial part of its property;or

#### (iii)                  similarrelief in respect of any Obligor under any law relating to the bankruptcyinsolvency, reorganisation, winding-up or composition or adjustment of debts,

andany such proceeding or case referred to in sub-paragraphs (i)-(iii) above shallnot be contested in good faith within 20 Business Days of commencement or shallcontinue undismissed, or an order, judgment or decree approving or ordering anyof the foregoing shall be entered and continue unstayed and in effect, for aperiod of 60 or more days, or an order for relief against such Obligor shall beentered in an involuntary case under Title 11 of the United States of AmericaCode entitled Bankruptcy (or any successor thereto) as amended.

26.8                     **Creditors’ process**

### (a)                                      Any enforcement of Security or anyexpropriation, attachment, sequestration, distress or execution or anyanalogous process in any jurisdiction affects any asset or assets of a MaterialCompany with an aggregate value in excess of EUR 25,000,000 and is notdischarged within 20 Business Days, provided such proceedings are contested ingood faith.

### (b)                                     For the purpose of this Clause 26.8 “**Material Company**” shall be deemed not to include any personreferred to in paragraph (a) of the definition of “**Material Company**”(other than any Borrower) and the figure 5% in paragraphs (b)(i) and (b)(ii) ofthe definition of Material Company shall be adjusted to read 7.5%

26.9                     **Unlawfulness and invalidity**

### (a)                                      It is or becomes unlawful for an Obligor orany other party to a Finance Document (other than a Finance Party) to performany of its material obligations under the Finance Documents.

### (b)                                     Any obligation or obligations of any Obligoror any other party to a Finance Document (other than a Finance Party) under anyFinance Documents are not or cease to be legal, valid, binding or enforceableand the cessation individually or cumulatively materially and adversely effectsthe interests of the Lenders under the Finance Documents.

### (c)                                      Any Finance Document ceases to be in fullforce and effect.

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26.10               **SubordinationAgreement**

### (a)                                      Any party to the Subordination Agreement(other than a Finance Party or a member of the Group) fails to comply with anymaterial provision of, or does not perform any material obligation under, theSubordination Agreement; or

### (b)                                     a representation or warranty given by that partyin the Subordination Agreement is incorrect in any material respect,

and,if the non compliance or circumstances giving rise to the misrepresentation arecapable of remedy, it is not remedied within 20 Business Days of the earlier ofthe Facility Agent giving notice to that party or that party becoming aware ofthe non compliance or misrepresentation.

26.11               **Repudiation**

AnObligor (or any other relevant party other than a Finance Party) repudiatesFinance Document or evidences an intention to repudiate a Finance Document.

26.12               **Cessationof business**

TheGroup ceases to carry on the business of the Group as a whole.

26.13               **Auditqualification**

Theauditors of the Group qualify the audited annual consolidated financialstatements of the Company and:

### (a)                                      the qualification is made because thoseauditors did not have access to information; and

### (b)                                     the qualification is materially adverse tothe Finance Parties’ interests in the context of the Finance Documents and thetransactions contemplated in those documents.

26.14               **Expropriation**

Theauthority or ability of any Obligor or other Material Company to conduct itsbusiness is limited or wholly or substantially curtailed by any seizure,expropriation, nationalisation, intervention, restriction or other action by oron behalf of any governmental, regulatory or other authority or other person inrelation to it or any of its assets where such curtailment would likely have aMaterial Adverse Effect.

26.15               **Litigation**

Anylitigation, arbitration, administrative, governmental, regulatory or otherinvestigations, proceedings or disputes are commenced or threatened against anymember of the Group or its assets which are likely to be adversely determinedand, if adversely determined, would be likely to have a Material Adverse Effect.

26.16               **Paymentof liquidated damages under U.S. Exclusivity Agreement**

Anyliquidated damages becomes payable by Sirona Dental Systems GmbH to PattersonCompanies, Inc. under the U.S. Exclusivity Agreement at any time on or before30 September 2007 if such event would have a Material Adverse Effect.

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26.17               **Materialadverse change**

Anyevent or series of events or circumstance which has a Material Adverse Effect(within the meaning of paragraph (a) or (b) of the definition of “**Material Adverse Effect**”) occurs after thedate hereof.

26.18               **Acceleration**

Onand at any time after the occurrence of an Event of Default which is continuingthe Facility Agent may, and shall if so directed by the Majority Lenders, bynotice to the Company:

### (a)                                      cancel the Total Commitments and/or AncillaryCommitments whereupon they shall immediately be cancelled and any fees payableunder the Finance Documents in connection with those Commitments or AncillaryCommitments shall be immediately due and payable;

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

### (c)                                      declare that all or part of the Utilisationsbe payable on demand, whereupon they shall immediately become payable on demandby the Facility Agent on the instructions of the Majority Lenders;

### (d)                                     declare all or any part of the amountsoutstanding under the Ancillary Facilities to be immediately due and payable(whereupon the same shall become so payable together with accrued interest,commissions, fees or like charges on such facilities and any other sums thenowed by the Obligors under the Ancillary Documents or this Agreement);

### (e)                                      declare that full cash cover in respect ofeach Bank Guarantee is immediately due and payable whereupon it shall becomeimmediately due and payable;

### (f)                                        declare that all or any part of the amountsoutstanding under the Ancillary Facilities be payable on demand, whereupon theyshall immediately become payable on demand by the Facility Agent on theinstructions of the Majority Lenders; and/or

### (g)                                     exercise any or all of its rights, remedies,powers or discretions under the Finance Documents;

**provided, however, that**if an Event of Default under Clause 26.6 (*Insolvency*) or Clause 26.7 (*Insolvency Proceedings*) shall occur inrespect of any Obligor, then without notice to such Obligor or any other act bythe Facility Agent or any other person, the Loans to such Obligor, interestthereon and all other amounts owed by such Obligor under the Finance Documentsshall become immediately due and payable without presentment, demand, protestor notice of any kind, all of which are expressly waived.

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26.19               **CertainFunds Period**

Duringthe Certain Funds Period unless a Certain Funds Default (which is also an Eventof Default) has occurred and is continuing, none of the Finance Parties shallbe entitled to:

### (a)                                      cancel any of its Commitments under FacilityA1 and/or Facility A2;

### (b)                                     rescind, terminate or cancel this Agreementor Facility A1 and/or Facility A2;

### (c)                                      require repayment of any Facility A1 Loanand/or Facility A2 Loan;

### (d)                                     refuse to participate in the making of anyUtilisation under Facility A1 and/or Facility A2;

### (e)                                      exercise any right of set off or counterclaimin respect of any Utilisation under Facility A1 and/or Facility A2,

**provided that** immediately upon the expiry of the Certain Funds Period all suchrights, remedies and entitlements shall be available to the Finance Partiesnotwithstanding that they may not have been used or been available for useduring the Certain Funds Period.

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**SECTION 9**

**CHANGES TOPARTIES**

# 27.                           **CHANGES TO THE LENDERS**

27.1                     **Assignments and transfers by theLenders**

Subjectto this Clause 27, a Lender (the “**ExistingLender**”) may:

### (a)                                      assign any of its rights; or

### (b)                                     transfer by novation any of its rights andobligations,

underany Finance Document to another bank or financial institution or to a trust,fund or other entity which is regularly engaged in or established for thepurpose of making, purchasing or investing in loans, securities or otherfinancial assets (a “**New Lender**”)provided that such assignment or transfer shall be in a minimum aggregateamount of EUR 5,000,000 or USD equivalent thereof.

27.2                     **Conditions of assignment,transfer**

### (a)                                      Notwithstanding any other provision of thisAgreement, the consent of the Issuing Bank is required for any assignment,transfer of any Lender’s rights and/or obligations under the RevolvingFacility.

### (b)                                     An assignment will only be effective on:

#### (i)                        consent to such assignment by the Company(such consent not to be unreasonably withheld and deemed to be given if notexpressly refused within 8 Business Days);

#### (ii)                     receipt by the Facility Agent and written confirmation from the NewLender (in form and substance satisfactory to the Facility Agent) that the NewLender will assume the same obligations to the other Finance Parties and theother Finance Parties as it would have been under if it was an Original Lender;

#### (iii)                  theperformance by the Facility Agent of all “**know your customer**”or other checks relating to any person that it is required to carry out inrelation to such assignment to a New Lender.

### (c)                                      A transfer will only be effective:

#### (i)                        on consent to such transfer by the Company (suchconsent not to be unreasonably withheld and deemed to be given if not expresslyrefused within 8 Business Days);

#### (ii)                     if the procedure set out in Clause 27.5 (*Procedure for transfer*) is complied with.

### (d)                                     Sub-paragraphs (b)(i) and (c)(i) above shallnot apply where a transfer is to another Lender, an Affiliate of a Lender,where the Lender is a fund, to a Related Fund or when an Event of Default iscontinuing.

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### (e)                                      If:

#### (i)                        a Lender assigns or transfers any of itsrights or obligations under the Finance Documents or changes its FacilityOffice; 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 theNew Lender or Lender acting through its new Facility Office under Clause 16 (*Tax gross up and indemnities*) or Clause 17(*Increased costs*),

thenthe New Lender or Lender acting through its new Facility Office is onlyentitled to receive payment under those Clauses to the same extent as theExisting Lender or Lender acting through its previous Facility Office wouldhave been if the assignment, transfer or change had not occurred.

27.3                     **Assignment or transfer fee**

TheNew Lender shall, on the date upon which an assignment or transfer takeseffect, pay to the Facility Agent (for its own account) a fee of EUR 1,500except no such fee shall be payable in connection with an assignment ortransfer to a New Lender upon primary syndication of the Facilities or upon theassignment or transfer to an Affiliate of a Lender or a Related Fund.

27.4                     **Limitation of responsibility ofExisting Lenders**

### (a)                                      Unless expressly agreed to the contrary, anExisting Lender makes no representation or warranty and assumes noresponsibility 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)                  theperformance and observance by any Obligor or any other party (other than aFinance Party) of its obligations under the Finance Documents or any otherdocuments; or

#### (iv)                 theaccuracy of any statements (whether written or oral) made in or in connectionwith any Finance Document or any other document,

andany representations or warranties implied by law are excluded.

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

#### (i)                        has made (and shall continue to make) its ownindependent investigation and assessment of the financial condition and affairsof each Obligor and its related entities in connection with its participationin this Agreement and has not relied exclusively on any information provided toit by the Existing Lender or any other Finance Party in connection with anyFinance Document; and

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

### (c)                                      Nothing in any Finance Document obliges anExisting Lender to:

#### (i)                        accept a re transfer from a New Lender of anyof the rights and obligations assigned or transferred under this Clause 27; or

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

27.5                     **Procedure for transfer**

### (a)                                      Subject to the conditions set out in Clause27.2 (*Conditions of assignment or transfer*)a transfer is effected in accordance with paragraph (c) below when the FacilityAgent executes an otherwise duly completed Transfer Certificate delivered to itby the Existing Lender and the New Lender and the Facility Agent makes acorresponding entry in the Register pursuant to Clause 27.8 (*The Register*).  The Facility Agent shall, as soon asreasonably practicable after receipt by it of a duly completed TransferCertificate appearing on its face to comply with the terms of this Agreementand delivered in accordance with the terms of this Agreement, execute thatTransfer Certificate and make such corresponding entry in the Register.

### (b)                                     The Facility Agent shall only be obliged toexecute a Transfer Certificate delivered to it by the Existing Lender and theNew Lender and make such corresponding entry in the Register once it issatisfied it has complied with all necessary “**know your customer**”or similar other checks under all applicable laws and regulations in relationto the transfer to such New Lender.

### (c)                                      On the Transfer Date:

#### (i)                        to the extent that in the TransferCertificate the Existing Lender seeks to transfer its rights and obligations bynovation under the Finance Documents each of the Obligors and any other partyto a Finance Document (other than a Finance Party) and the Existing Lendershall be released from further obligations towards one another under theFinance Documents and their respective rights against one another under theFinance Documents shall be cancelled (being the “**Discharged Rights and Obligations**”);

#### (ii)                     each of the Obligors and any other party to a Finance Document (otherthan a Finance Party) and the New Lender shall assume obligations towards oneanother and/or acquire rights against one another which differ from theDischarged Rights and Obligations only insofar as that Obligor or other memberof the Group and the New Lender have assumed and/or acquired the same in placeof that Obligor and the Existing Lender;

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#### (iii)                  theFacility Agent, the Mandated Lead Arrangers, the New Lender, the other Lenders,the Issuing Bank and any relevant Ancillary Lender shall acquire the samerights and assume the same obligations between themselves and in respect of theFinance Documents as they would have acquired and assumed had the New Lenderbeen an Original Lender with the rights, and/or obligations acquired or assumedby it as a result of the transfer and to that extent the Facility Agent, theMandated Lead Arrangers, the Issuing Bank and any relevant Ancillary Lender andthe Existing Lender shall each be released from further obligations to eachother under this Agreement; and

#### (iv)                 theNew Lender shall become a Party as a “**Lender**”.

27.6                     **Disclosure of information**

### (a)                                      Any Lender may disclose to any of itsAffiliates and any other person:

#### (i)                        to (or through) whom that Lender assigns ortransfers (or may potentially assign or transfer) all or any of its rights andobligations under the Finance Documents and who has executed a confidentialityagreement;

#### (ii)                     with (or through) whom that Lender enters into (or may potentiallyenter into) any sub participation in relation to, or any other transactionunder which payments are to be made by reference to, the Finance Documents orany Obligor and who has executed a confidentiality agreement; or

#### (iii)                  towhom, and to the extent that, information is required to be disclosed by anyapplicable law or regulation; and

### (b)                                     any Finance Party may disclose to a ratingagency on a confidential basis,

anyinformation about any Obligor, the Group and the Finance Documents as thatLender shall consider appropriate.

27.7                     **Assignment to Federal ReserveBank**

AnyLender may at any time pledge or assign a security interest in all or anyportion of its rights under this Agreement, without notice to or consent of anyParty, to any U.S. Federal Reserve Bank **providedthat**(i) no Lender shall be relieved of any of its obligations underthis Agreement as a result of any such assignment and pledge and (ii) in noevent shall such U.S. Federal Reserve Bank be considered to be a “Lender” or beentitled to require the assigning Lender to take or omit to take any actionunder this Agreement.

27.8                     **The Register**

TheFacility Agent, acting solely for this purpose as an agent of the Obligors,shall maintain at one of its offices a copy of each Transfer Certificatedelivered to it and a register (the “**Register**”)for the recordation of the names and addresses of each Lender and theCommitments of and obligations owing to each Lender.  Without limitation of any other provision ofthis Clause 27 (*Changes to the Lenders*),no transfer or assignment shall be effective until recorded in the Register.  The entries in the Register shall beconclusive absent manifest error and each Obligor, the Agent and each Lendermay treat 

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eachperson whose name is recorded in the Register as a Lender notwithstanding anynotice to the contrary.  The Register shallbe available for inspection by each Obligor at any reasonable time and fromtime to time upon reasonable prior notice.

# 28.                           **CHANGES TO THE OBLIGORS**

28.1                     **Assignment and Transfers byObligors**

NoObligor may assign any of its rights or transfer any of its rights orobligations under the Finance Documents.

28.2                     **Additional Borrowers**

### (a)                                      Subject to compliance with the provisions ofparagraphs (c) and (d) of Clause 23.7 (*“Knowyour customer” checks*), the Company may request that any of itswholly owned Subsidiaries becomes an Additional Borrower.  That Subsidiary shall become an AdditionalBorrower if:

#### (i)                        that Subsidiary is incorporated in the samejurisdiction as another approved or existing Borrower; or

#### (ii)                     the Majority Lenders consent to that Subsidiary becoming a Borrower(such consent not to be unreasonably withheld) **provided that**noLender shall be required to make any Loan to a Borrower if the making of suchLoan is prohibited by law or regulation applicable to the relevant Lender; and

#### (iii)                  theCompany delivers to the Facility Agent a duly completed and executed AccessionLetter;

#### (iv)                 theCompany confirms that no Default is continuing or would occur as a result ofthat Subsidiary becoming an Additional Borrower; and

#### (v)                    the Facility Agent has received all of thedocuments and other evidence listed in Part II of Schedule 2 (*Conditions Precedent Required to be Delivered by anAdditional Obligor*) in relation to that Additional Borrower, each inform and substance satisfactory to the Facility Agent (acting reasonably).

### (b)                                     The Facility Agent shall notify the Companyand the Lenders promptly upon having received (in form and substancesatisfactory to it (acting reasonably)) all the documents and other evidencelisted in Part II of Schedule 2 (*ConditionsPrecedent Required to be Delivered by an Additional Obligor*).

28.3                     **Resignation of an Obligor**

### (a)                                      In this Clause 28.3, “**Third Party Disposal**” means the disposal of an Obligor to aperson which is not a member of the Group.

### (b)                                     Borrowers (other than Schick Technologies,Inc. and Sirona Dental Systems GmbH) may resign as Borrowers if no amountsborrowed by such Borrower is outstanding and by delivering a Resignation Letterto the Facility Agent.

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### (c)                                      Guarantors (other than the Company, SchickTechnologies, Inc., Sirona Dental Systems GmbH and Sirona Holding GmbH) mayresign by delivering a Resignation Letter to the Facility Agent and if theGuarantor coverage test in Clause 25.24 (*Accountingreference date and auditors*) will continue to be met following suchresignation.

### (d)                                     The Facility Agent shall accept a ResignationLetter and notify the Company and the Lenders of its acceptance if:

#### (i)                        the Company has confirmed that no Default iscontinuing or would result from the acceptance of the Resignation Letter; and

#### (ii)                     where the Obligor is:

##### (A)                a Borrower, it is under no actual orcontingent obligations as a Borrower under any Finance Documents; or

##### (B)                  a Guarantor, no payment is due from aGuarantor under Clause 21.1 (*Guaranteeand Indemnity*); or

#### (iii)                  wheresuch Obligor is both a Borrower and a Guarantor the Company has confirmed thateither:

##### (A)                such Obligor is subject to a Third PartyDisposal and its obligations in its capacity as Guarantor continue to be legal,valid, binding and enforceable and in full force and effect and the amountguaranteed by it as a Guarantor is not decreased; or

##### (B)                  each of the conditions set out insub-paragraph (d)(ii) applies; and

### (e)                                      Upon notification by the Facility Agent tothe Company of its acceptance of the resignation of a Borrower or a Guarantor,that company shall cease to be a Borrower or a Guarantor and shall have nofurther rights or obligations under the Finance Documents as a Borrower or aGuarantor.

### (f)                                        The resignation of an Obligor which is thesubject of a Third Party Disposal shall not be effective until the date of thatdisposal whereupon that company shall cease to be an Obligor and shall have nofurther rights or obligations under the Finance Documents as an Obligor.

28.4                     **Guarantors**

### (a)                                      Subject to compliance with the provisions ofparagraphs (c) and (d) of Clause 23.7 (*“Knowyour customer” checks*), the Company may request that any of itswholly owned Subsidiaries become a Guarantor.

### (b)                                     The Company shall ensure that each member ofthe Group identified in Clause 25.23 (*Guarantors*)as a Guarantor shall become a Guarantor.

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### (c)                                      A member of the Group shall become aGuarantor if:

#### (i)                        the Company delivers to the Facility Agent aduly completed and executed Accession Letter; and

#### (ii)                     the Facility Agent has received all of the documents and other evidencelisted in Part II of Schedule 2 (*ConditionsPrecedent Required to be Delivered by an Additional Obligor*) inrelation to that Guarantor, each in form and substance satisfactory to theFacility Agent (acting reasonably).

### (d)                                     The Facility Agent shall notify the Companyand the Lenders promptly upon having received (in form and substancesatisfactory to it (acting reasonably)) all the documents and other evidencelisted in Part II of Schedule 2 (*ConditionsPrecedent Required to be Delivered by an Additional Obligor*).

### (e)                                      The Facility Agent may (but shall not beobliged to) agree a limit on the amount of the liability of the potentialGuarantor or other changes to the Finance Documents which in the opinion of theFacility Agent, based on the advice of its legal counsel, are necessary oradvisable to overcome a prohibition referred to in the Guarantee Principles ora risk that a guarantee by the potential Guarantor will not be legal, valid,binding, enforceable and effective.  Thecost of the advice of legal counsel obtained pursuant to this paragraph (e)shall be for the account of the Company.

28.5                     **Repetition of Representations**

Whendelivering an Accession Letter the relevant Subsidiary shall confirm that theRepeating Representations are true and correct in relation to it as at the dateof delivery as if made by reference to the facts in all material respects andcircumstances then existing.

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**SECTION 10**

**THE FINANCEPARTIES**

# 29.                           **ROLE OF THE FACILITY AGENT,THE MANDATED LEAD ARRANGERS, THE ISSUING BANK AND OTHERS**

29.1                     **Appointment of the Facility Agent**

### (a)                                      Each of the Mandated Lead Arrangers, theLenders and the Issuing Bank appoints the Facility Agent to act as its agentunder and in connection with the Finance Documents.

### (b)                                     Each of the Mandated Lead Arrangers, theLenders and the Issuing Bank authorises the Facility Agent to:

#### (i)                        exercise the rights, powers, authorities anddiscretions specifically given to the Facility Agent under or in connectionwith the Finance Documents together with any other incidental rights, powers,authorities and discretions; and

#### (ii)                     execute each Finance Document and any Bank Guarantee expressed to beexecuted by the Facility Agent on its behalf.

### (c)                                      The Facility Agent shall be released from therestrictions of Sec 181 of the German Civil Code.

### (d)                                     At the request of the Facility Agent, theFinance Parties shall grant special powers of attorney to the Facility Agent.

29.2                     **Duties of the Facility Agent**

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

### (b)                                     Except where a Finance Document specificallyprovides otherwise, the Facility Agent is not obliged to review or check theadequacy, accuracy or completeness of any document it forwards to anotherParty.

### (c)                                      If the Facility Agent receives notice from aParty referring to this Agreement, describing a Default and stating that thecircumstance described is a Default, it shall promptly notify the other FinanceParties.

### (d)                                     If the Facility Agent is aware of the nonpayment of any principal, interest, commitment fee or other fee payable to aFinance Party (other than the Facility Agent, the Mandated Lead Arrangers underthis Agreement it shall promptly notify the other Finance Parties.

### (e)                                      The Facility Agent’s duties under the FinanceDocuments are solely mechanical and administrative in nature.

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29.3                     **Role of the Mandated LeadArrangers**

Exceptas specifically provided in the Finance Documents, each Mandated Lead Arrangerhas no obligations of any kind to any other Party under or in connection withany Finance Document.

29.4                     **No fiduciary duties**

### (a)                                      Nothing in this Agreement constitutes theFacility Agent, any Mandated Lead Arranger and/or the Issuing Bank as a trusteeor fiduciary of any other person.

### (b)                                     The Facility Agent shall not be bound toaccount to any Lender for any sum or the profit element of any sum received byit for its own account.

29.5                     **Business with the Group**

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

29.6                     **Rights and discretions**

### (a)                                      The Facility Agent, the Issuing Bank and eachAncillary Lender may rely on:

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

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

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

#### (i)                        no Default has occurred (unless it has actualknowledge of a Default arising under Clause 26.1 (*Non payment*));

#### (ii)                     any right, power, authority or discretion vested in any Party, theMajority Lenders, the Super Majority Lenders or the Lenders has not beenexercised; and

#### (iii)                  anynotice or request made by the Company is made on behalf of and with the consentand knowledge of all the Obligors.

### (c)                                      The Facility Agent, the Issuing Bank and eachAncillary Lender may engage, pay for and rely on the advice or services of anylawyers, accountants, surveyors or other experts.

### (d)                                     The Facility Agent, the Issuing Bank and eachAncillary Lender may act in relation to the Finance Documents through itspersonnel and agents.  The Facility Agentshall not be liable for the negligence or misconduct of such agents.

### (e)                                      The Facility Agent may disclose to any otherParty any information it reasonably believes it has received as agent underthis Agreement.

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### (f)                                        Notwithstanding any other provision of anyFinance Document to the contrary, none of the Facility Agent, any Mandated LeadArranger or the Issuing Bank is obliged to do or omit to do anything if itwould or might in its reasonable opinion constitute a breach of any law orregulation or a breach of a fiduciary duty or duty of confidentiality.

### (g)                                     Where any Finance Document specifies aminimum period of notice to be given to the Facility Agent, the Facility Agentmay, at its discretion, accept a shorter period of notice.

29.7                     **Majority Lenders’ instructions**

### (a)                                      Unless a contrary indication appears in aFinance Document, the Facility Agent shall (a) act in accordance with any instructionsgiven to it by the Majority Lenders (or, if so instructed by the MajorityLenders, refrain from acting or exercising any right, power, authority ordiscretion vested in it as Facility Agent) and (b) not be liable for any act(or omission) if it acts (or refrains from taking any action) in accordancewith such an instruction of the Majority Lenders.

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

### (c)                                      The Facility Agent may refrain from acting inaccordance with the instructions of the Majority Lenders (or, if appropriate,the Super Majority Lenders or the Lenders) until it has received such securityas it may require for any cost, loss or liability (together with any associatedVAT) which it may incur in complying with the instructions.

### (d)                                     In the absence of instructions from theMajority Lenders, (or, if appropriate, the Super Majority Lenders or theLenders) the Facility Agent may act (or refrain from taking action) as itconsiders to be in the best interest of the Lenders.

### (e)                                      The Facility Agent is not authorised to acton behalf of a Lender (without first obtaining that Lender’s consent) in anylegal or arbitration proceedings relating to any Finance Document.  This paragraph (e) shall not apply to anylegal or arbitration proceeding relating to the perfection, preservation orprotection of rights under the Finance Documents.

29.8                     **Responsibility for documentation**

Noneof the Facility Agent, any Mandated Lead Arranger, the Issuing Bank, or anyAncillary Lender:

### (a)                                      is responsible for the adequacy, accuracyand/or completeness of any information (whether oral or written) supplied bythe Facility Agent, a Mandated Lead Arranger, the Issuing Bank, an AncillaryLender, an Obligor or any other person given in or in connection with anyFinance Document or the Information Memorandum or the transactions contemplatedin the Finance Documents; or

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

29.9                     **Exclusion of liability**

### (a)                                      Without limiting paragraph (b) below, none ofthe Facility Agent, the Issuing Bank or any Ancillary Lender will be liable forany action taken by it under or in connection with any Finance Document, unlessdirectly caused by its gross negligence or wilful misconduct.

### (b)                                     No Party (other than the Facility Agent, theIssuing Bank or an Ancillary Lender (as applicable)) may take any proceedingsagainst any officer, employee or agent of the Facility Agent, the Issuing Bankor any Ancillary Lender, in respect of any claim it might have against theFacility Agent, the Issuing Bank or an Ancillary Lender or in respect of anyact or omission of any kind by that officer, employee or agent in relation toany Finance Document and any officer, employee or agent of the Facility Agent,the Issuing Bank or any Ancillary Lender may rely on this Clause.

### (c)                                      The Facility Agent will not be liable for anydelay (or any related consequences) in crediting an account with an amountrequired under the Finance Documents to be paid by the Facility Agent if the FacilityAgent has taken all necessary steps as soon as reasonably practicable to complywith the regulations or operating procedures of any recognised clearing orsettlement system used by the Facility Agent for that purpose.

29.10               **Lenders’indemnity to the Facility Agent**

EachLender shall (in proportion to its share of the Total Commitments or, if theTotal Commitments are then zero, to its share of the Total Commitmentsimmediately prior to their reduction to zero) indemnify the Facility Agent,within three Business Days of demand, against any cost, loss or liabilityincurred by the Facility Agent (otherwise than by reason of the Facility Agent’sgross negligence or wilful misconduct) in acting as Facility Agent under theFinance Documents (unless the Facility Agent has been reimbursed by an Obligorpursuant to a Finance Document).

29.11               **Resignationof the Facility Agent**

### (a)                                      The Facility Agent may resign and appoint oneof its Affiliates as successor by giving notice to the Lenders and the Company.

### (b)                                     Alternatively, the Facility Agent may resignby giving notice to the Lenders and the Company, in which case the MajorityLenders (after consultation with the Company) may appoint a successor FacilityAgent.

### (c)                                      If the Majority Lenders have not appointed asuccessor Facility Agent in accordance with paragraph (b) above within 30 daysafter notice of resignation was given, the Facility Agent (after consultationwith the Company) may appoint a successor Facility Agent.

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### (d)                                     The retiring Facility Agent shall, at its owncost, make available to the successor Facility Agent such documents and recordsand provide such assistance as the successor Facility Agent may reasonablyrequest for the purposes of performing its functions as Facility Agent underthe Finance Documents.

### (e)                                      The Facility Agent’s resignation notice shallonly take effect upon the appointment of a successor.

### (f)                                        Upon the appointment of a successor, theretiring Facility Agent shall be discharged from any further obligation inrespect of the Finance Documents but shall remain entitled to the benefit ofthis Clause 29.11.  Its successor andeach of the other Parties shall have the same rights and obligations amongstthemselves as they would have had if such successor had been an original Party.

### (g)                                     After consultation with the Company, theMajority Lenders may, by notice to the Facility Agent, require it to resign inaccordance with paragraph (b) above.  Inthis event, the Facility Agent shall resign in accordance with paragraph (b)above.

29.12               **Confidentiality**

### (a)                                      In acting as agent for the Finance Partiesthe Facility Agent shall be regarded as acting through its agency divisionwhich shall be treated as a separate entity from any other of its divisions ordepartments.

### (b)                                     If information is received by anotherdivision or department of the Facility Agent, it may be treated as confidentialto that division or department and the Facility Agent shall not be deemed tohave notice of it.

### (c)                                      Notwithstanding any other provision of anyFinance Document to the contrary, none of the Facility Agent and Mandated LeadArrangers are obliged to disclose to any other person (i) any confidentialinformation or (ii) any other information if the disclosure would or might inits reasonable opinion constitute a breach of any law or a breach of afiduciary duty.

29.13               **Relationshipwith the Lenders**

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

### (b)                                     Each Lender shall supply the Facility Agentwith any information required by the Facility Agent in order to calculate theMandatory Cost in accordance with Schedule 4 (*MandatoryCost Formulae*).

29.14               **Creditappraisal by the Finance Parties**

Withoutaffecting the responsibility of any Obligor for information supplied by it oron its behalf in connection with any Finance Document, each Finance Party confirmsto the Facility Agent, the Mandated Lead Arrangers, the Issuing Bank and eachAncillary Lender that it has been, and will continue to be, solely responsiblefor making its own 

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independentappraisal and investigation of all risks arising under or in connection withany Finance Document including but not limited to:

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

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

### (c)                                      whether that Finance Party has recourse, andthe nature and extent of that recourse, against any Party or any of its respectiveassets under or in connection with any Finance Document the transactionscontemplated by the Finance Documents or any other agreement, arrangement ordocument entered into, made or executed in anticipation of, under or inconnection with any Finance Document;

### (d)                                     the adequacy, accuracy and/or completeness ofthe Information Memorandum, and any other information provided by the FacilityAgent, any other Party or by any other person under or in connection with anyFinance Document, the transactions contemplated by the Finance Documents or anyother agreement, arrangement or document entered into, made or executed inanticipation of, under or in connection with any Finance Document.

29.15               **ReferenceBanks**

Ifa Reference Bank (or, if a Reference Bank is not a Lender, the Lender of whichit is an Affiliate) ceases to be a Lender, the Facility Agent shall (inconsultation with the Company) appoint another Lender or an Affiliate of aLender (who would satisfy the definition of “**ReferenceBank**”) to replace that Reference Bank.

29.16               **Deductionfrom amounts payable by the Agent**

Ifany Party owes an amount to the Facility Agent under the Finance Documents theFacility Agent may, after giving notice to that Party, deduct an amount notexceeding that amount from any payment to that Party which the Facility Agentwould otherwise be obliged to make under the Finance Documents and apply theamount deducted in or towards satisfaction of the amount owed.  For the purposes of the Finance Documentsthat Party shall be regarded as having received any amount so deducted.

# 30.                           **CONDUCT OF BUSINESS BY THEFINANCE PARTIES**

Noprovision of this Agreement will:

### (a)                                      interfere with the right of any Finance Partyto arrange its affairs (tax or otherwise) in whatever manner it thinks fit (subjectto its obligations under Clause 19 (*Mitigationby the Lenders*));

### (b)                                     oblige any Finance Party to investigate orclaim 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 anyinformation relating to its affairs (tax or otherwise) or any computations inrespect of Tax.

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# 31.                           **SHARING AMONG THE FINANCEPARTIES**

31.1                     **Payments to Finance Parties**

Ifa Finance Party (a “**Recovering Finance Party**”)receives or recovers any amount from an Obligor other than in accordance withClause 32 (*Payment mechanics*) andapplies that amount to a payment due under the Finance Documents then:

### (a)                                      the Recovering Finance Party shall, withinthree Business Days, notify details of the receipt or recovery to the FacilityAgent;

### (b)                                     the Facility Agent shall determine whetherthe receipt or recovery is in excess of the amount the Recovering Finance Partywould have been paid had the receipt or recovery been received or made by theFacility Agent and distributed in accordance with Clause 32 (*Payment mechanics*), without taking accountof any Tax which would be imposed on the Facility Agent in relation to thereceipt, recovery or distribution; and

### (c)                                      the Recovering Finance Party shall, withinthree Business Days of demand by the Facility Agent, pay to the Facility Agentan amount (the “**SharingPayment**”) equal to suchreceipt or recovery less any amount which the Facility Agent determines may beretained by the Recovering Finance Party as its share of any payment to bemade, in accordance with Clause 32.5 (*Partialpayments*).

31.2                     **Redistribution of payments**

TheFacility Agent shall treat the Sharing Payment as if it had been paid by therelevant Obligor and distribute it between the Finance Parties (other than theRecovering Finance Party) in accordance with Clause 32.5 (*Partial payments*).

31.3                     **Recovering Finance Party’s rights**

### (a)                                      On a distribution by the Facility Agent underClause 31 (*Sharing among the FinancialParties*), each Finance Party which has shared in the redistributionshall assign to the Recovering Finance Party an amount equal to its share ofthe Sharing Payment.

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

31.4                     **Reversal of redistribution**

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

### (a)                                      each Finance Party which has received a shareof the relevant Sharing Payment pursuant to Clause 31.2 (*Redistribution of payments*) shall, uponrequest of the Facility Agent, pay to the Facility Agent for account of thatRecovering Finance Party an amount equal to its share of the Sharing Payment(together with an amount as is necessary to reimburse that Recovering FinanceParty for its proportion of any interest on the Sharing Payment which thatRecovering Finance Party is required to pay); and

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### (b)                                     that Recovering Finance Party’s rights ofsubrogation in respect of any reimbursement shall be cancelled and the relevantObligor will be liable to the reimbursing Finance Party for the amount soreimbursed.

31.5                     **Exceptions**

### (a)                                      This Clause 31 shall not apply to the extentthat the Recovering Finance Party would not, after making any payment pursuantto this Clause 31.5, have a valid and enforceable claim against the relevantObligor.

### (b)                                     A Recovering Finance Party is not obliged toshare with any other Finance Party any amount which the Recovering FinanceParty has received or recovered as a result of taking legal or arbitrationproceedings, if:

#### (i)                        it notified the other Finance Party of thelegal or arbitration proceedings; and

#### (ii)                     the other Finance Party had an opportunity to participate in thoselegal or arbitration proceedings but did not do so as soon as reasonablypracticable having received notice or did not take separate legal orarbitration proceedings.

31.6                     **Commitment Exchange followingacceleration**

### (a)                                      For the purposes of this Clause 31.6 :

“**Commitment Exchange**” means the exchange ofthe Lenders’ interests in the Commitments as provided for in paragraph (b)below.

“**Dollar****Equivalent**”shall mean, at any time:

(a)                     with respect to any amount denominated indollars, such amount; and

(b)                    with respect any amounts denominated in anycurrency other than dollars, the equivalent amount thereof in dollars ascalculated by the Facility Agent at the Agent’s Spot Rate of Exchange for thepurchase of dollars with such currency.

“**Exchange Date**” shall mean the first dateafter the Closing Date on which there occurs:

(a)                     any event or circumstance set out in Clauses26.6 (*Insolvency*), 26.7 (*Insolvency**proceedings*) or 26.8 (*Creditors’**process*); or

(b)                    any action taken by the Facility Agent, orthe Facility is automatically accelerated pursuant to Clause 26.18 (*Acceleration*).

“**Commitment Adjustment Percentage**” shallmean, in relation to each Lender, a fraction, expressed as a decimal, of which:

(a)                     the numerator shall be the aggregate DollarEquivalent of the Commitments of such Lender immediately prior to the ExchangeDate; and

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(b)                    the denominator shall be the DollarEquivalent of the Total Commitments immediately prior to the Exchange Date.

### (b)                                     Onthe Exchange Date, (i) the Lenders shall automatically and without further actbe deemed to have exchanged interests in the Facilities such that, in lieu ofthe interests of each Lender in each Facility in which it participates as ofsuch date, each Lender shall own an interest equal to such Lender’s CommitmentAdjustment Percentage in each of Facility A1, Facility A2 and the RevolvingFacility. Each of the Lenders agrees from time to time to execute and deliverto the Facility Agent all Transfer Certificates and documents as the FacilityAgent shall reasonably request to evidence and confirm the respective interestsand obligations of the Lenders after giving effect to the Commitment Exchange,provided that the failure of any Lender to deliver any such transfercertificate or document shall not affect the validity or effectiveness of theCommitment Exchange.

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**SECTION 11**

**ADMINISTRATION**

# 32.                           **PAYMENT MECHANICS**

32.1                     **Payments to the Facility Agent**

### (a)                                      On each date on which an Obligor or a Lenderis required to make a payment under a Finance Document, that Obligor or Lendershall make the same available to the Facility Agent (unless a contraryindication appears in a Finance Document) for value on the due date at the timeand in such funds specified by the Facility Agent as being customary at thetime for settlement of transactions in the relevant currency in the place ofpayment.

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

32.2                     **Distributions by the FacilityAgent**

Eachpayment received by the Facility Agent under the Finance Documents for anotherParty shall, subject to Clauses 32.3 (*Distributionsto an Obligor*) and 32.4 (*Clawback*)below, be made available by the Facility Agent as soon as practicable afterreceipt to the Party entitled to receive payment in accordance with thisAgreement (in the case of a Lender, for the account of its Facility Office), tosuch account as that Party may notify to the Facility Agent by not less thanfive Business Days’ notice with a bank in the principal financial centre of thecountry of that currency (or, in relation to euro, in the principal financialcentre of a Participating Member State or London).

32.3                     **Distributions to an Obligor**

TheFacility Agent may (with the consent of the Company or in accordance withClause 33 (*Set Off*)) apply anyamount received by it for that Obligor in or towards payment (on the date andin the currency and funds of receipt) of any amount due from that Obligor underthe Finance Documents or in or towards purchase of any amount of any currencyto be so applied.

32.4                     **Clawback**

### (a)                                      Where a sum is to be paid to the FacilityAgent under the Finance Documents for another Party, the Facility Agent is notobliged to pay that sum to that other Party (or to enter into or perform anyrelated exchange contract) until it has been able to establish to itssatisfaction that it has actually received that sum.

### (b)                                     If the Facility Agent pays an amount toanother Party and it proves to be the case that the Facility Agent had notactually received that amount, then the Party to whom that amount (or theproceeds of any related exchange contract) was paid by the Facility Agent shallon demand refund the same to the Facility Agent together with interest on thatamount from the date of payment to the date of receipt by the Facility Agent,calculated by the Facility Agent to reflect its cost of funds.

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32.5                     **Partial payments**

### (a)                                      If the Facility Agent receives a payment thatis insufficient to discharge all the amounts then due and payable by an Obligorunder the Finance Documents, the Facility Agent shall apply that paymenttowards the obligations of that Obligor under the Finance Documents in thefollowing order:

#### (i)                        **first**, in or towards payment *pro rata*of any unpaid fees, costs andexpenses of the Facility Agent, the Issuing Bank, the Mandated Lead Arrangersunder the Finance Documents;

#### (ii)                     **second**, in or towards payment *pro rata*of any accrued interest, fee orcommission due but unpaid under this Agreement and the Ancillary Documents;

#### (iii)                  **third**, in or towards payment *pro rata*of any principal outstandings duebut unpaid under this Agreement and the Ancillary Documents and any amount duebut unpaid under Clause 7.3 (*Claims under aBank Guarantee*) and Clause 7.4 (*Indemnities*);and

#### (iv)                 **fourth**, in or towards payment *pro rata* of any other sum due but unpaidunder the Finance Documents.

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

### (c)                                      Paragraphs (a) and (b) above will overrideany appropriation made by an Obligor.

32.6                     **No set off by Obligors**

Allpayments to be made by an Obligor under the Finance Documents shall becalculated and be made without (and free and clear of any deduction for) setoff or counterclaim, except in respect of claims of an Obligor which are eitherundisputed between the relevant Finance Parties and that Obligor or which havebecome subject to a final court judgement.

32.7                     **Business Days**

### (a)                                      Any payment or reduction which is due to bemade, or an Interest Period which would otherwise end, on a day that is not aBusiness Day shall be made or will end, as the case may be, on the nextBusiness Day in the same calendar month (if there is one) or the precedingBusiness Day (if there is not).

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

32.8                     **Currency of account**

### (a)                                      Subject to paragraphs (b) to (f) below, theBase Currency is the currency of account and payment for any sum due from anObligor under any Finance Document.

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

### (c)                                      Each payment in respect of a Bank Guarantee(including any cash cover in respect of a Bank Guarantee) shall be made in thecurrency in which that Bank Guarantee is denominated.

### (d)                                     Each payment of interest shall be made in thecurrency in which the sum in respect of which the interest is payable wasdenominated when that interest accrued.

### (e)                                      Each payment in respect of costs, expenses orTaxes shall be made in the currency in which the costs, expenses or Taxes areincurred.

### (f)                                        Any amount expressed to be payable in acurrency other than the Base Currency shall be paid in that other currency.

32.9                     **Change of currency**

### (a)                                      Unless otherwise prohibited by law, if morethan one currency or currency unit are at the same time recognised by thecentral 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 ofthat country shall be translated into, or paid in, the currency or currencyunit of that country designated by the Facility Agent (after consultation withthe Company); and

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

### (b)                                     If a change in any currency of a countryoccurs, this Agreement will, to the extent the Facility Agent (actingreasonably and after consultation with the Company) specifies to be necessary,be amended to comply with any generally accepted conventions and marketpractice in the Relevant Interbank Market and otherwise to reflect the changein currency.

33.                           **SET OFF**

Afterthe occurrence of an Event of Default, a Finance Party may set off any maturedobligation due from an Obligor under the Finance Documents against anyobligation owed by that Finance Party to that Obligor, regardless of the placeof payment, booking branch or currency of either obligation.  If the obligations are in differentcurrencies, the Finance Party may convert either obligation at a market rate ofexchange in its usual course of business for the purpose of the set off.  That Finance Party shall promptly notify thatObligor of such set-off or conversion.

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34.                           **NOTICES**

34.1                     **Communications in writing**

Anycommunication to be made under or in connection with the Finance Documentsshall be made in writing and, unless otherwise stated, may be made by fax orletter.

34.2                     **Addresses**

Theaddress and fax number (and the department or officer, if any, for whoseattention the communication is to be made) of each Party for any communicationor document to be made or delivered under or in connection with the FinanceDocuments is:

### (a)                                      in the case of an Original Obligor, thatidentified with its name below;

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

### (c)                                      in the case of the Facility Agent, thatidentified with its name below,

orany substitute address, fax number or department or officer as the Party maynotify to the Facility Agent (or the Facility Agent may notify to the otherParties, if a change is made by the Facility Agent) by not less than fiveBusiness Days’ notice.

34.3                     **Delivery**

### (a)                                      Any communication or document made ordelivered by one person to another under or in connection with the FinanceDocuments will only be effective:

#### (i)                        if by way of fax, when received in legibleform; or

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

and,if a particular department or officer is specified as part of its addressdetails provided under Clause 34.2 (*Addresses*),if addressed to that department or officer.

### (b)                                     Any communication or document to be made ordelivered to the Facility Agent will be effective only when actually receivedby the Facility Agent and then only if it is expressly marked for the attentionof the department or officer identified with the Facility Agent’s signaturebelow (or any substitute department or officer as the Facility Agent shallspecify for this purpose).

### (c)                                      All notices from or to an Obligor shall besent through the Facility Agent.  TheCompany may make and/or deliver as agent of each Obligor notices and/orrequests on behalf of each Obligor.

### (d)                                     Any communication or document made ordelivered to the Company in accordance with this Clause 34.3 will be deemed tohave been made or delivered to each of the Obligors.

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34.4                     **Notification of address and faxnumber**

Promptlyupon receipt of notification of an address and fax number or change of addressor fax number pursuant to Clause 34.2 (*Addresses*)or changing its own address or fax number, the Facility Agent shall notify theother Parties.

34.5                     **Electronic communication**

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

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

#### (ii)                     notify each other in writing of theirelectronic mail address and/or any other information required to enable thesending and receipt of information by that means; and

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

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

34.6                     **English language**

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

### (b)                                     All other documents required to be providedunder or in connection with any Finance Document must be:

#### (i)                        in English; or

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

34.7                     **Use of Websites**

### (a)                                      A Party (other than a Finance Party) maysatisfy its obligation under this Agreement to deliver any information inrelation to those Lenders (the “**WebsiteLenders**”) who accept thismethod of communication by posting this information onto an electronic websitedesignated by the Company and the Facility Agent (the “**Designated Website**”) if:

#### (i)                        the Facility Agent expressly agrees (afterconsultation with each of the Lenders) that it will accept communication of theinformation by this method;

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#### (ii)                     both the Company and the Facility Agent areaware of the address of and any relevant password specifications for theDesignated Website; and

#### (iii)                  the information is in a format previouslyagreed between the Company and the Facility Agent.

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

### (b)                                     The Facility Agent shall supply each WebsiteLender with the address of and any relevant password specifications for theDesignated Website following designation of that website by the Company and theFacility Agent.

### (c)                                      The Company shall promptly upon becomingaware of its occurrence notify the Facility Agent if:

#### (i)                        the Designated Website cannot be accessed dueto technical failure;

#### (ii)                     the password specifications for theDesignated Website change;

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

#### (iv)                 any existing information which has beenprovided under this Agreement and posted onto the Designated Website isamended; or

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

Ifthe Company notifies the Facility Agent under sub-paragraphs (c)(i) or (c)(v)above, all information to be provided by the Company under this Agreement afterthe date of that notice shall be supplied in paper form unless and until theFacility Agent and each Website Lender is satisfied that the circumstancesgiving rise to the notification are no longer continuing.

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

35.                           **CALCULATIONS AND CERTIFICATES**

35.1                     **Accounts**

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

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35.2                     **Certificates and Determinations**

Anycertification or determination by a Finance Party of a rate or amount under anyFinance Document and by a Issuing Bank as to the amount paid out by thatIssuing Bank in respect of any Bank Guarantee is, in the absence of manifesterror, conclusive evidence of the matters to which it relates.

35.3                     **Day count convention**

Anyinterest, commission or fee accruing under a Finance Document will accrue fromday to day and is calculated on the basis of the actual number of days elapsedand a year of 360 days or, in any case where the practice in the RelevantInterbank Market differs, in accordance with that market practice.

36.                           **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 provisionsnor the legality, validity or enforceability of such provision under the law ofany other jurisdiction will in any way be affected or impaired.  The illegal, invalid or unenforceableprovision shall be deemed replaced by such provision reflecting the samecommercial intent of the parties which provision shall be legal, valid andenforceable in the relevant jurisdiction.

37.                           **REMEDIES AND WAIVERS**

Nofailure to exercise, nor any delay in exercising, on the part of any FinanceParty or Finance Party, any right or remedy under the Finance Documents shalloperate as a waiver, nor shall any single or partial exercise of any right orremedy prevent any further or other exercise or the exercise of any other rightor remedy.  The rights and remediesprovided in this Agreement are cumulative and not exclusive of any rights orremedies provided by law.

38.                           **AMENDMENTS AND WAIVERS**

38.1                     **Required consents**

### (a)                                      Subject to Clause 38.2 (*Exceptions*) any term of the FinanceDocuments may be amended or waived only with the consent of the MajorityLenders (save that amendments in any Finance Document which are solely requiredto give effect to an act or circumstance which is permitted by the FinanceDocuments may be made by the Facility Agent without reference to the MajorityLenders) and the Company and any such amendment or waiver will be binding onall Parties.

### (b)                                     The Facility Agent may effect, on behalf ofany Finance Party, any amendment or waiver permitted by this Clause 38.

### (c)                                      The Company may effect, as agent of eachmember of the Group, any amendment or waiver permitted by this Clause 38.  For this purpose, the Company is releasedfrom the restrictions of Section 181 of the German Civil Code.

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38.2                     **Exceptions**

### (a)                                      An amendment or waiver that has the effect ofchanging or which relates to:

#### (i)                        the manner in which the proceeds ofenforcement of a guarantee are distributed to the Lenders;

#### (ii)                     any provision which expressly requires theconsent of the Super-Majority Lenders;

#### (iii)                  a change to the Guarantors other than inaccordance with Clause 28 (*Changes to theObligors*);

#### (iv)                 a change to the Borrowers other than inaccordance with Clause 28 (*Changes to theObligors*);

shallnot be made without the prior consent of the Super Majority Lenders.

### (b)                                     An amendment or waiver that has the effect ofchanging or which relates to:

#### (i)                        any extension to the date of payment of anyamount under the Finance Documents due to a Lender (other than in respect ofprepayments of disposal proceeds under Clause 11.9 (*Disposal Proceeds*) which shall require only the consent ofthe Majority Lenders;

#### (ii)                     any increase in, or an extension of, anyCommitment of a Lender;

#### (iii)                  any addition of any Commitment from a newLender;

#### (iv)                 a reduction in the Margin or a reduction inthe amount of any payment of principal, interest, fees or commission payable toa Lender;

#### (v)                    a change in currency of payment of any amountunder the Finance Documents,

shallnot be made without the prior consent of the Majority Lender including all ofthe directly affected Lenders.

### (c)                                      An amendment or waiver that has the effect ofchanging or which relates to:

#### (i)                        the definition of “**Majority Lenders**” or “**Super Majority Lenders**”in Clause 1.1 (*Definitions*);

#### (ii)                     Clause 2.4 (*FinanceParties Rights and Obligations*), Clause 27 (*Changes to the Lenders*) or this Clause 38;or

#### (iii)                  any provision which expressly requires theconsent of all the Lenders,

shallnot be made without the prior consent of all the Lenders.

### (d)                                     An amendment or waiver that has the effect ofchanging or which relates to the redenomination into another currency of anyCommitment of a Lender shall not be made without the prior consent of suchLender.

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### (e)                                      Any increase in the Commitments by way of aperson who is not a Lender as at the date immediately prior to such increaseagreeing to become a Lender shall require the consent of the Majority Lendersonly.

### (f)                                        An amendment or waiver which relates to therights or obligations of the Facility Agent, the Mandated Lead Arrangers, theIssuing Bank, or any Ancillary Lender may not be effected without the consentof the Facility Agent, the Mandated Lead Arrangers, the Issuing Bank or theAncillary Lenders at such time.

38.3                     **Deemed Response**

Ifa Lender does not respond to a request from the Company for an amendment orwaiver to consent within 10 Business Days (or, upon the Facility Agentrequesting, due to the complexity or materiality of the matters concerned, 15Business Days or such longer period agreed by the Facility Agent and theCompany) such Lender shall be deemed to have voted in favour of the relevantrequest.

38.4                     **Replacement of Lender**

### (a)                                      If at any time:

#### (i)                        any Lender becomes a Non-Consenting Lender(as defined in paragraph (c) below); or

#### (ii)                     an Obligor becomes obliged to repay anyamount in accordance with Clause 11.1 (*Illegalityof a Lender*) or to pay additional amounts pursuant to Clause 16.2 (*Tax gross-up*) or Clause 17 (*Increased Costs*) to any Lender in excessof amounts payable to the other Lenders generally,

thenthe Company may, on 5 Business Days prior written notice to the Facility Agentand such Lender, replace such Lender by requiring such Lender to (and suchLender shall) transfer pursuant to Clause 27 (*Changesto the Lenders*) all (and not part only) of its rights andobligations under this Agreement to a Lender or other bank or financialinstitution (a “**Replacement Lender**”)selected by the Company, and which is acceptable to the Facility Agent (actingreasonably) and (in the case of any transfer of a Revolving Commitment) theIssuing Bank, which confirms its willingness to assume and does assume all theobligations of the transferring Lender (including the assumption of thetransferring Lender’s participations on the same basis as the transferringLender) for a purchase price in cash payable at the time of transfer equal tothe outstanding principal amount of such Lender’s participation in theoutstanding Loans and/or Bank Guarantees and all accrued interest (and anybreakage costs) and fees and other amounts payable thereunder.

### (b)                                     The replacement of a Lender pursuant to thisClause shall be subject to the following conditions:

#### (i)                        the Company shall have no right to replacethe Facility Agent in its role as such;

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#### (ii)                     neither the Facility Agent nor the Lender tobe replaced under this Clause shall have any obligation to the Company to finda Replacement Lender;

#### (iii)                  in the event of a replacement of aNon-Consenting Lender such replacement must take place no later than 90 daysafter the date the Non-Consenting Lender notified the Company and the FacilityAgent of its failure or refusal to agree to any consent, waiver or amendment tothe Finance Documents requested by the Company; and

#### (iv)                 in no event shall the Lender to be replacedunder this Clause be required to pay or surrender to such Replacement Lenderany of the fees received by such Lender pursuant to the Finance Documents.

### (c)                                      If:

#### (i)                        the Company or the Facility Agent (at therequest of the Company) has requested the Lenders to consent to a waiver oramendment of any provisions of the Finance Documents;

#### (ii)                     the waiver or amendment in question requiresthe consent of all the Lenders or all the Lenders in a particular Facility orthe Super Majority Lenders; and

#### (iii)                  the Majority Lenders (or the Majority Lenderson the basis only of the particular Facility concerned) have consented to suchwaiver or amendment,

thenany Lender who does not and continues not to agree to such waiver or amendmentshall be deemed to be a “**Non-ConsentingLender**”.

39.                           **COUNTERPARTS**

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

40.                           **USA PATRIOT ACT**

EachLender hereby notifies each Obligor that pursuant to the requirements of theUSA Patriot Act, such Lender is required to obtain, verify and recordinformation that identifies such Obligor, which information includes the nameand address of such Obligor and other information that will allow such Lenderto identify such Obligor in accordance with the USA Patriot Act.

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**SECTION 12**

**GOVERNINGLAW AND ENFORCEMENT**

41.                           **GOVERNING LAW**

ThisAgreement is governed by English law.

42.                           **ENFORCEMENT**

42.1                     **Jurisdiction of English Courts**

### (a)                                      The courts of England have exclusivejurisdiction to settle any dispute arising out of or in connection with thisAgreement (including a dispute regarding the existence, validity or terminationof this Agreement) (a “**Dispute**”).

### (b)                                     The Parties agree that the courts of Englandare the most appropriate and convenient courts to settle Disputes and accordinglyno Party will argue to the contrary.

### (c)                                      This Clause 42.1 is for the benefit of theFinance Parties and Finance Parties only. As a result, no Finance Party or Finance Party shall be prevented fromtaking proceedings relating to a Dispute in any other courts withjurisdiction.  To the extent allowed bylaw, the Finance Parties and Finance Parties may take concurrent proceedings inany number of jurisdictions.

42.2                     **Service of process**

Withoutprejudice to any other mode of service allowed under any relevant law, eachObligor (other than an Obligor incorporated in England):

### (a)                                      irrevocably appoints Law Debenture CorporateServices Ltd. or such other person as such Obligor may notify to the FacilityAgent as its agent for service of process in relation to any proceedings beforethe English courts in connection with any Finance Document; and

### (b)                                     agrees that failure by a process agent tonotify the relevant Obligor of the process will not invalidate the proceedingsconcerned.

43.                           **WAIVER OF JURY TRIAL**

**EACH OF THE PARTIES TO THIS AGREEMENT AGREES TO WAIVEIRREVOCABLY ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM BASED UPON OR ARISING OUTOF THIS AGREEMENT OR ANY OF THE DOCUMENTS REFERRED TO IN THIS AGREEMENT OR ANYTRANSACTION CONTEMPLATED IN THIS AGREEMENT**.  Thiswaiver is intended to apply to all Disputes. Each party acknowledges that (a) this waiver is a material inducement toenter into this Agreement, (b) it has already relied on this waiver in enteringinto this Agreement and (c) it will continue to rely on this waiver in futuredealings.  Each party represents that ithas reviewed this waiver with its legal advisers and that it knowingly andvoluntarily waives its jury trial rights after consultation with its legal advisers.  In the event of litigation, this Agreementmay be filed as a written consent to a trial by the court.

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

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**SCHEDULE 1****THE ORIGINAL LENDER**
| **Original Lender**   | ** ** | **Facility A1  Commitment** | ** ** | **Facility A2   Commitment** | ** ** | **Revolving   Commitment** | ** ** |
|----------------------------|------------|----------------------------------|------------|----------------------------------------|------------|---------------------------------|------------|
| ** **                 | ** ** | **USD**                          | ** ** | **Euro**                               | ** ** | **USD**                         | ** ** |
|                       |       |                             |       |                                   |       |                            |       |
| JPMorgan Chase  Bank, N.A. |       | 75,000,000                       |       | 137,500,000                            |       | 75,000,000                      |       |
| UBS Limited                |       | 75,000,000                       |       | 137,500,000                            |       | 75,000,000                      |       |
| **TOTAL**                  | ** ** | **150,000,000**                  | ** ** | **275,000,000**                        | ** ** | **150,000,000**                 | ** ** |

 

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**SCHEDULE 2****CONDITIONS PRECEDENT**

**Part IConditions Precedent to Delivery of a Utilisation Request**

1.                                 **Obligors**

(a)                                      A copy of the constitutional documents ofeach party (other than a Finance Party) to a Finance Document, including forany company whose Relevant Jurisdiction is Germany officially certified, recentand up-to-date commercial register extracts (*beglaubigterHandelsregisterauszug*) and articles of association or, in the caseof partnerships, uncertified, recent and up-to-date partnership agreements.

(b)                                     A copy of a resolution of the board ofdirectors and/or shareholders resolution of each party to a Finance Document(other than a Finance Party):

(i)                        approving the terms of, and the transactionscontemplated by, the Finance Documents to which it is a party and resolvingthat it execute the Finance Documents to which it is a party;

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

(ii)                     authorising a specified person or persons, onits behalf, to sign and/or despatch all documents and notices (including, ifrelevant, any Utilisation Request and Selection Notice) to be signed and/ordespatched by it under or in connection with the Finance Documents to which itis a party.

(c)                                      A specimen of the signature of each person authorisedby the resolution referred to in paragraph (b) above in relation to the FinanceDocuments.

(d)                                     A certificate of an authorised signatory ofthe relevant party certifying that each copy document relating to it specifiedin this Part I of Schedule 2 is correct, complete and in full force and effectas at a date no earlier than the date of this Agreement.

(e)                                      A copy of a good standing certificate(including to the extent available verification of franchise or similar taxstatus) with respect to each U.S. Obligor, issued as of a recent date by theSecretary of State or other appropriate official of each U.S. Obligor’sjurisdiction of incorporation or organisation.

2.                                 **Finance Documents**

(a)                                      This Agreement executed by the members of theGroup party to this Agreement.

(b)                                     The Fee Letters executed by the Company.

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(c)                                      A copy of the Funds Flow Statement.

3.                                 **Other Documents and Evidence**

(a)                                      Evidence of compliance with all of theFacility Agent’s customary “know your customer” or similar checks under allapplicable laws and regulations.

(b)                                     Acceptance of service of process in relationto any proceedings before the English courts in connection with any FinanceDocument.

(c)                                      The Structure Memorandum in a form agreed bythe Company and the Facility Agent (acting reasonably) and the reliance letterrelated thereto detailing the proposed movement of funds on and before theClosing Date.

(d)                                     The Business Plan.

(e)                                      A certificate of the Chief Financial Officerof each U.S. Obligor stating that the respective company is Solvent aftergiving effect to the initial Loans, the application of the proceeds of theLoans in accordance with Clause 3 and the payment of all estimated legal,accounting and other fees related to this Agreement and the consummation of theother transactions contemplated by this Agreement.  For purposes of this certificate, “Solvent”means with respect to such U.S. Obligor on any date of determination that (a)the fair value of the property of such person is greater than the total amountof liabilities (including contingent and unliquidated liabilities) of suchperson; (b) the present fair saleable value of the assets of such person is notless than the amount which will be required to pay the probable liability ofsuch person on its debts as they become absolute and mature; (c) such persondoes not intend to, and does not believe that it will, incur debts orliabilities beyond such person’s ability to pay as such debts and liabilitiesmature; and (d) such person is not engaged in a business or transaction, and isnot about to engage in a business or transaction, for which such person’sproperty would constitute unreasonably small capital.  In computing the amount of contingent orunliquidated liabilities at any time, such liabilities will be computed at theamount which, in light of all the facts and circumstances existing at suchtime, represents the amount that can reasonably be expected to become an actualand matured liability.

**Part IA****Conditions Precedent to Drawdown**

1.                                 **Finance Documents**

An executed copy of the Subordination Agreement.

2.                                 **Legal Opinions**

Thefollowing legal opinions, each addressed to the Facility Agent and the Lenders.

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(a)                                      A legal opinion of Clifford Chance LLP, legaladvisers to the Mandated Lead Arranger and the Facility Agent as to Englishlaw.

(b)                                     A legal opinion of Clifford ChancePartnerschaftgesellschaft, legal advisers to the Mandated Lead Arranger and theFacility Agent as to German law.

(c)                                      A legal opinion of Kirkland and Ellis legaladvisors to the Company as to US law.

3.                                 **Other Documents and Evidence**

(a)                                      A letter addressed to the Company from thefacility agents under the Existing Senior Facility Agreement and the ExistingMezzanine Facility Agreement confirming that any Financial Indebtednessoutstanding under the Existing Senior Facility Agreement and/or the ExistingMezzanine Facility Agreement will be discharged in full immediately upon theClosing Date, it being understood that the signed version of such letter willbe available on the date of the first Utilisation and immediately priorthereto, but will be held in escrow until the Closing Date has occurred.

(b)                                     Evidence of payment of fees, costs andexpenses (to be deducted from drawdown, subject to delivery and agreement beingreach in relation to invoices for costs and expenses).

(c)                                      Delivery of a Utilisation Request.

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**Part IIConditions Precedent required to be delivered by an Additional Obligor**

1.                                 An Accession Letter executed by theAdditional Obligor and the Company.

2.                                 A copy of the constitutional documents of theAdditional Obligor.

4.                                 A copy of a good standing certificate(including to the extent available verification of franchise or similar taxstatus) with respect to each Additional Obligor whose jurisdiction oforganization is a state of the U.S. or the District of Columbia, issued as of arecent date by the Secretary of State or other appropriate official of suchAdditional Obligor’s jurisdiction of incorporation or organisation.

3.                                 A copy of a resolution of the board ofdirectors and/or shareholders of the Additional Obligor:

(a)                                      approving the terms of, and the transactionscontemplated by, the Accession Letter and the Finance Documents and resolvingthat it execute the Accession Letter and any other Finance Document to which itis a party;

(b)                                     authorising a specified person or persons toexecute the Accession Letter and other Finance Documents on its behalf; and

(c)                                      authorising a specified person or persons, onits behalf, to sign and/or despatch all other documents and notices (including,in relation to an Additional Borrower, any Utilisation Request or SelectionNotice) to be signed and/or despatched by it under or in connection with theFinance Documents to which it is a party; and

(d)                                     authorising the Company to act as its agentin connection with the Finance Documents.

5.                                 A specimen of the signature of each personauthorised by the resolution referred to in paragraph 3 above.

6.                                 With respect to any Additional Obligor whoseRelevant Jurisdiction is not Germany, a certificate of the Additional Obligor(signed by a director or other authorised signatory) confirming that borrowingor guaranteeing or securing, as appropriate, the Total Commitments would notcause any borrowing, guarantee, security or similar limit binding on it to beexceeded.

7.                                 A certificate of an authorised signatory ofthe Additional Obligor certifying that each copy document listed in this PartII of Schedule 2 is correct, complete and in full force and effect as at a dateno earlier than the date of the Accession Letter.

8.                                 The latest financial statements of theAdditional Obligor, audited, if available.

9.                                 The following legal opinions on the AccessionLetter, each addressed to the Facility Agent and the Lenders:

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(a)                                      A legal opinion of the legal advisers to theFacility Agent in England, as to English law in the form distributed to theFacility Agent prior to signing the Accession Letter.

(b)                                     If the Additional Obligor is incorporated ina jurisdiction other than England or executing a Finance Document which isgoverned by a law other than English law, a legal opinion of the legal advisersto the Facility Agent in the jurisdiction of incorporation of that AdditionalObligor or, as the case may be, the jurisdiction of the governing law of thatFinance Document (the “**Relevant Jurisdiction**”)as to the law of the Relevant Jurisdiction and in the form distributed to theFacility Agent prior to signing the Accession Letter.

(c)                                      A legal opinion of [•], legal advisers to theAdditional Obligor on matters of U.S. law, substantially in the formdistributed to the Lenders prior to signing the Accession Letter.

10.                           If the proposed Additional Obligor isincorporated in a jurisdiction other than England, evidence that the processagent specified in Clause 42.2 (*Service ofprocess*), if not the Company, has accepted its appointment inrelation to the proposed Additional Obligor.

11.                           An accession memorandum to the SubordinationAgreement executed by the Additional Obligor.

12.

(a)                                      If the Additional Obligor is incorporated inEngland and Wales or Scotland:

(i)                        Either a letter from the Company to theFacility Agent (attaching supporting evidence from the Company’s EnglishSolicitors) confirming that the Additional Obligor is not prohibited by Section151 of the Companies Act 1985 from entering into the Finance Documents; and/or

(ii)                     evidence that the Additional Obligor has doneall that is necessary (including, without limitation, by re registering as aprivate company) to follow the procedures set out in Sections 151 to 158 of theCompanies Act 1985 in order to enable that Additional Obligor to enter into theFinance Documents and perform its obligations under the Finance Documents.  The following documentary evidence shall besupplied: a copy of the statutory declarations and annexed auditors reports,board resolutions, shareholders resolutions (if applicable), a certificate ofthat Additional Obligor listing all directors at the time the statutorydeclarations are made and a non statutory comfort letter from its auditorsregarding its net asset position.  Thecopy documents shall be certified by an authorised signatory of the AdditionalObligor as correct, complete and in full force and effect at a date no earlierthan the date of the Accession Letter.

(b)                                     If the Additional Obligor is not incorporatedin any country other England and Wales, such documentary evidence as legalcounsel to the Facility Agent may require, that such Additional Obligor hascomplied with any law in its jurisdiction relating to financial assistance oranalogous process.

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13.                           A copy of any other Authorisation or otherdocument, opinion or assurance which the Facility Agent considers to benecessary in connection with the entry into and performance of the transactionscontemplated by the Accession Letter and each Finance Document to which theAdditional Obligor is a party or for the validity and enforceability of anyFinance Document created or intended to be created by the Additional Obligor.

14.                           A certificate of the Chief Financial Officerof each Additional Obligor whose jurisdiction of organisation is a state of theU.S. or the District of Columbia stating that the respective company is Solventafter giving effect to the initial Loans, the application of the proceeds ofthe Loans in accordance with Clause 3 and the payment of all estimated legal, accountingand other fees related to this Agreement and the consummation of the othertransactions contemplated by this Agreement. For purposes of this certificate, “**Solvent**”means with respect to such Additional Obligor on any date of determination that(a) the fair value of the property of such person is greater than the totalamount of liabilities (including contingent and unliquidated liabilities) ofsuch person; (b) the present fair saleable value of the assets of such personis not less than the amount which will be required to pay the probablyliability of such person on its debts as they become absolute and mature; (c)such person does not intend to, and does not believe that it will, incur debtsor liabilities beyond such person’s ability to pay as such debts andliabilities mature; and (d) such person is not engaged in a business ortransaction, and is not about to engage in a business or transaction, for whichsuch person’s property would constitute unreasonably small capital.  In computing the amount of contingent orunliquidated liabilities at any time, such liabilities will be computed at theamount which, in light of all the facts and circumstances existing at suchtime, represents the amount that can reasonably be expected to become an actualand matured liability.

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**SCHEDULE 3****REQUESTS**

**Part IAUtilisation RequestLoans**

From:      [*Borrower*]

To:          [*Facility Agent*]

Dated:

Dear Sirs

**[Company] –[**·**] Senior FacilitiesAgreementdated [**·**] (the “Facilities Agreement”)**
| 1.     |   | [We wish a Loan to be made on the following terms:                                                                                                                                                                                              |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                            |   |   |
|   |   | (a)                                                                                                                                                                                                                                             | Borrower: |   | [·] |
|   |   |                                                                                                                                                                                                                                            |   |   |   |
|   |   | (b)                                                                                                                                                                                                                                             | Proposed Utilisation Date: |   | [·]  (or, if that is not a Business Day, the next Business Day) |
|   |   |                                                                                                                                                                                                                                            |   |   |   |
|   |   | (c)                                                                                                                                                                                                                                             | Facility to be utilised: |   | [Facility A1]/[Facility A2] [Revolving Facility]] |
|   |   |                                                                                                                                                                                                                                            |   |   |   |
|   |   | (d)                                                                                                                                                                                                                                             | Currency of Loan: |   | [·] |
|   |   |                                                                                                                                                                                                                                            |   |   |   |
|   |   | (e)                                                                                                                                                                                                                                             | Amount: |   | [·]  or, if less, the Available Facility |
|   |   |                                                                                                                                                                                                                                            |   |   |   |
|   |   | (f)                                                                                                                                                                                                                                             | Interest Period: |   | [·] |
|   |   |                                                                                                                                                                                                                                            |   |   |   |
| 2.     |   | We confirm on behalf of each Obligor and the Company  that each condition specified in Clause 4.2 *(Further Conditions Precedent)*  [in conjunction with Clause 4.3 *(Certain Funds)*] * is satisfied  on the date of this Utilisation Request. |
|   |   | * *                                                                                                                                                                                                                                        |   |   |
| 3.     |   | [The proceeds of this Loan should be credited to  [account]].                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                            |   |   |
| 4.     |   | This Utilisation Request is irrevocable.                                                                                                                                                                                                        |   |   |
|   |   |                                                                                                                                                                                                                                            |   |   |
| 5.     |   | Terms used in this Request which are not defined in  this Request but are defined in the Facilities Agreement shall have the  meaning given to those terms in the Facilities Agreement.                                                         |
|        |        |                                                                                                                                                                                                                                                 |  |  |  |  |  |

 
|          | Yours faithfully            |     |
|----------|-----------------------------|----------|
|     |                        |     |
|     |                        |     |
|     |                        |     |
| * * | [*insert name of Borrower*] | * * |

 

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*              To be used for first Utilisation

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**Part IBUtilisation RequestBank Guarantees**

From:                  [*Borrower*]

To:                              [*FacilityAgent*]

Dated:

Dear Sirs

**[Company]   [•] SeniorFacilities Agreement**

**dated [•] (the “Facilities Agreement”)**

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

| (a)    |   | Borrower:                   |   | [**•**]                                                                             |
|--------|--------|-----------------------------|--------|------------------------------------------------------------------------------------------|
|   |   |                        |   |                                                                                     |
| (b)    |   | Proposed Utilisation Date:  |   | [**•**] (or, if  that is not a Business Day, the next Business Day)                 |
|   |   |                        |   |                                                                                     |
| (c)    |   | Facility to be utilised:    |   | Revolving Facility                                                                       |
|   |   |                        |   |                                                                                     |
| (d)    |   | Currency of Bank Guarantee: |   | [**•**]                                                                             |
|   |   |                        |   |                                                                                     |
| (e)    |   | Amount:                     |   | [**•**] or, if  less, the Available Facility in relation to the Revolving Facility: |
|   |   |                        |   |                                                                                     |
| (f)    |   | Expiry Date                 |   | [**•**]                                                                             |
|   |   |                        |   |                                                                                     |
| (g)    |   | Term:                       |   | [**•**]                                                                             |

 

2.                                 We confirm that each condition specified inparagraph (c) of Clause 6.5 (*Issue of BankGuarantees*) is satisfied on the date of this Utilisation Request.

3.                                 We attach a copy of the proposed BankGuarantee.

4.                                 This Utilisation Request is irrevocable.

5.                                 Terms used in this Request which are not definedin this Request but are defined in the Facilities Agreement shall have themeaning given to those terms in the Facilities Agreement.
|          |                                  |     |   |   |
|----------|---------------------------------------|----------|--------|--------|
|     | authorised signatory for              |     |
|     |                                  |     |
| * * | [*insert name of Relevant  Borrower*] | * * |

 

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**Part IISelection NoticeApplicable to a Term Loan**

From:                  [*Borrower*]

To:                              [*FacilityAgent*]

Dated:

Dear Sirs

**[Company]   [•] SeniorFacilities Agreement**

**dated [•] (the “Facilities Agreement”)**

1.                                 We refer to the following Facility [A1]/[A2]Loan[s] with an Interest Period ending on[         ].

2.                                 [We request that the above Facility A1Loan[s] be divided into [**•**] Facility A1Loans with the following Base Currency Amounts and Interest Periods:]

*or*

[We request that the aboveFacility A2 Loan[s] be divided into [**•**] Facility A2Loans with the following Base Currency Amounts and Interest Periods:]

*or*

[We request that the nextInterest Period for the above Facility [A1]/[A2] Loan[s] is[       ]].

3.                                 This Selection Notice is irrevocable.

4.                                 Terms used in this Selection Notice which arenot defined in this Selection Notice but are defined in the FacilitiesAgreement shall have the meaning given to those terms in the FacilitiesAgreement.
|          |                                 | Yours faithfully |   |   |
|----------|--------------------------------------|------------------|--------|--------|
|     |                                 |             |
|          |                                 |             |   |   |
|     | authorised signatory for             |             |
|     |                                 |             |
| * * | [*insert name of Relevant Borrower*] | * *         |
|          |                                      |                  |        |        |  |  |

 

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**SCHEDULE 4****MANDATORY COST FORMULAE**

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

2.                                 On the first day of each Interest Period (oras soon as possible thereafter) the Facility Agent shall calculate, as apercentage rate, a rate (the “**Additional CostRate**”) for each Lender, in accordance with the paragraphs set outbelow.  The Mandatory Cost will becalculated by the Facility Agent as a weighted average of the Lenders’ AdditionalCost Rates (weighted in proportion to the percentage participation of eachLender in the relevant Loan) and will be expressed as a percentage rate perannum.

3.                                 The Additional Cost Rate for any Lenderlending from a Facility Office in a Participating Member State will be thepercentage notified by that Lender to the Facility Agent.  This percentage will be certified by thatLender in its notice to the Facility Agent to be its reasonable determinationof the cost (expressed as a percentage of that Lender’s participation in allLoans made from that Facility Office) of complying with the minimum reserverequirements of the European Central Bank in respect of loans made from thatFacility Office.

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

(a)                                      in relation to a sterling Loan:
|  | per cent. per annum |
|--|---------------------|

 

(b)                                     in relation to a Loan in any currency otherthan sterling:
|  |  per cent. per annum |
|--|---------------------------|

 

Where:

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

B                                 is the percentage rate of interest (excludingthe Margin and the Mandatory Cost and, if the Loan is an Unpaid Sum, theadditional rate of interest specified in Clause 12.4 (*Default interest*)) payable for therelevant Interest Period on the Loan.

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

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

E                                  is designed to compensate Lenders for amountspayable under the Fees Rules and is calculated by the Facility Agent as beingthe average of the most recent rates of charge supplied by the Reference Banksto the Facility Agent pursuant to paragraph 7 below and expressed in pounds per£1,000,000.

5.                                 For the purposes of this Schedule:

(a)                                      “**EligibleLiabilities**” and “**Special Deposits**”have the meanings given to them from time to time under or pursuant to the Bankof 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 orsuch other law or regulation as may be in force from time to time in respect ofthe payment of fees for the acceptance of deposits;

(c)                                      “**FeeTariffs**” means the fee tariffs specified in the Fees Rules under theactivity group A.1 Deposit acceptors (ignoring any minimum fee or zero ratedfee required pursuant to the Fees Rules but taking into account any applicablediscount rate); and

(d)                                     “**TariffBase**” has the meaning given to it in, and will be calculated inaccordance with, the Fees Rules.

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

7.                                 If requested by the Facility Agent, eachReference Bank shall, as soon as practicable after publication by the FinancialServices Authority, supply to the Facility Agent, the rate of charge payable bythat Reference Bank to the Financial Services Authority pursuant to the FeesRules in respect of the relevant financial year of the Financial ServicesAuthority (calculated for this purpose by that Reference Bank as being theaverage of the Fee Tariffs applicable to that Reference Bank for that financialyear) and expressed in pounds per £1,000,000 of the Tariff Base of thatReference Bank.

8.                                 Each Lender shall supply any informationrequired by the Facility Agent for the purpose of calculating its AdditionalCost Rate.  In particular, but withoutlimitation, each Lender shall supply the following information on or prior tothe date on which it becomes a Lender:

(a)                                      the jurisdiction of its Facility Office; and

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(b)                                     any other information that the Facility Agentmay reasonably require for such purpose.

Each Lender shall promptlynotify the Facility Agent of any change to the information provided by itpursuant to this paragraph.

9.                                 The percentages of each Lender for thepurpose of A and C above and the rates of charge of each Reference Bank for thepurpose of E above shall be determined by the Facility Agent based upon theinformation supplied to it pursuant to paragraphs 7 and 8 above and on theassumption that, unless a Lender notifies the Facility Agent to the contrary, eachLender’s obligations in relation to cash ratio deposits and Special Depositsare the same as those of a typical bank from its jurisdiction of incorporationwith a Facility Office in the same jurisdiction as its Facility Office.

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

11.                           The Facility Agent shall distribute theadditional amounts received as a result of the Mandatory Cost to the Lenders onthe basis of the Additional Cost Rate for each Lender based on the informationprovided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and8 above.

12.                           Any determination by the Facility Agentpursuant to this Schedule in relation to a formula, the Mandatory Cost, anAdditional Cost Rate or any amount payable to a Lender shall, in the absence ofmanifest error, be conclusive and binding on all Parties.

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

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**SCHEDULE 5****FORM OF TRANSFER CERTIFICATE**

To:                              [**•**] as FacilityAgent

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

Dated:

**[Company] – [•] Senior Facilities Agreement**

**dated [•] (the “Facilities Agreement”)**

1.                                 We refer to Clause 27.5 (*Procedure for transfer*):

(a)                                      The Existing Lender and the New Lender agreeto the Existing Lender transferring to the New Lender by assignment andtransfer by novation all or part of the Existing Lender’s Commitment, rightsand obligations referred to in the Schedule in accordance with Clause 27.5 (*Procedure for transfer*).

(b)                                     The proposed Transfer Date is[           ].

(c)                                      The Facility Office and address, fax numberand attention details for notices of the New Lender for the purposes of Clause34.2 (*Addresses*) are set out inthe Schedule.

2.                                 The New Lender expressly acknowledges thelimitations on the Existing Lender’s obligations set out in paragraph (c) ofClause 27.4 (*Limitation of responsibility ofExisting Lenders*).

3.                                 This Transfer Certificate is governed byEnglish law.

4.                                 Terms which are used in this TransferCertificate which are not defined in this Transfer Certificate but are definedin the Facilities Agreement shall have the meaning given to those terms in theFacilities Agreement.

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**THE SCHEDULE**

**Commitment/rights and obligations to be transferred**

[*insert relevant details*]

[*Facility Office address, fax numberand attention details for notices and account details for payments,*]
| [Existing  Lender] | [New  Lender] |
|--------------------|---------------|
|               |          |
| By:                | By:           |

 

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

[Facility Agent]

By:

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**SCHEDULE 6****FORM OF ACCESSION LETTER**

To:                          [**•**] as Facility Agent

From:                  [*Subsidiary*]and [*the Company*]

Dated:

Dear Sirs

**[Company] – [•] Senior Facilities Agreement**

**dated [•] (the “Facilities Agreement”)**

1.                                 [*Subsidiary*]agrees to become an Additional [Borrower]/[Guarantor] and to be bound by theterms of the Facilities Agreement, the Subordination Agreement and the otherFinance Documents as an Additional [Borrower]/[Guarantor] pursuant to Clause[28.2 (*Additional Borrowers*)]/[Clause28.4 (*Guarantors*)] of theFacility Agreement [and as an [Obligor] pursuant to clause [**•**] of the Subordination Agreement]. [*Subsidiary*] is a company duly incorporatedunder the laws of [*name of relevantjurisdiction*] and is a limited liability company and registerednumber [**•**].

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

Address:

Fax No.:

Attention:

3.                                 [The Company confirms that no Default iscontinuing or would occur as a result of a [Subsidiary] becoming an additionalBorrower.]*

4.                                 [Subsidiary confirms that the representationsand warranties referred to in Clause 22 (*Representations*)are true and correct.]**

5.                                 This letter is governed by English law.

6.                                 Terms which are used in this Accession Letterwhich are not defined in this Accession Letter but are defined in theFacilities Agreement shall have the meaning given to those terms in theFacilities Agreement.

[Company]                                           [Subsidiary]

----

NOTES:

*                                         Insert if Accession Letter is for anAdditional Borrower.

**                                  Insert if Accession Letter is from a Guarantor.

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**SCHEDULE 7****FORM OF RESIGNATION LETTER**

To:                              [**•**] as FacilityAgent

From:                  [*resigningObligor*] and [Company]

Dated:

Dear Sirs

**[Company]   [•] SeniorFacilities Agreement**

**dated [•] (the “Facilities Agreement”)**

1.                                 Pursuant to [Clause 28.3 (*Resignation of an Obligor*)], we requestthat [resigning Obligor] be released from its obligations as a[Borrower]/[Guarantor] under the Facilities Agreement, the SubordinationAgreement and the Finance Documents.

2.                                 We confirm that:

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

(b)                                     [this request is given in relation to adisposal of [*resigning Obligor*];]

(c)                                      [the Disposal Proceeds have been or will beapplied in accordance with Clause 11.9 (*Disposalproceeds*);]

(d)                                     [**•**]

3.                                 This letter is governed by English law.

4.                                 Terms which are used in this resignationletter which are not defined in this letter but are defined in the FacilitiesAgreement shall have the meaning given to those terms in the FacilitiesAgreement.

5.                                 The Company agrees to indemnify the FinanceParties for any costs, expenses, or liabilities which would have been payableby [*resigning Obligor*] inconnection with the Finance Documents but for the release set out in paragraph1 above.
| [Company] | *[resigning Obligor]* |
|-----------|-----------------------|
|      |                  |
| By:       | By:                   |

 

----

NOTES:
| *      | Amend as appropriate, e.g. to reflect agreed  procedure for payment of proceeds into a specified account. |
|--------|-----------------------------------------------------------------------------------------------------------|
|   |                                                                                                      |
| **     | Insert any other conditions required by the  Facilities Agreement.                                        |

 

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**SCHEDULE 8****FORM OF COMPLIANCE CERTIFICATE**

To:                              [**•**]as Facility Agent

From:                  [Company]

Dated:

Dear Sirs

**[Company]   [•] SeniorFacilities Agreement**

**dated [•] (the “Facilities Agreement”)**

1.                                 We refer to the Facilities Agreement.  This is a Compliance Certificate.

2.                                 We confirm that:

(a)                                      in respect of the Relevant Period ending on [**•**] Consolidated Total Net Debt for suchRelevant Period was [**•**] andConsolidated Adjusted EBITDA for such Relevant Period on [**•**].  Therefore Consolidated Total Net Debt forsuch Relevant Period was [**•**] timesConsolidated Adjusted EBITDA for such Relevant Period and the covenantcontained in paragraph (a) of Clause 24.2 (*Financialcondition*) [has/has not] been complied with;

(b)                                     On the last day of the Relevant Period endingon [**•**] Cash Interest Costs was [**•**] and Consolidated Adjusted EBITDA for such Relevant Periodwas [**•**]. Therefore Cash Interest Costs atsuch time [did/did not] exceed [**•**] timesConsolidated Adjusted EBITDA for such Relevant Period and the covenantcontained in paragraph (b) of Clause 24.2 (*FinancialCondition*) [has/has not] been complied with;

(c)                                      On the last day of the Relevant Period endingon [**•**] Consolidated Total Net Debt was [**•**] and Consolidated Adjusted EBITDA for such Relevant Periodwas [**•**]. Therefore Consolidated Total Net Debt at that time was [greater than orequal to [**•**] times Consolidated Adjusted EBITDAfor such Relevant Period]/[less than [**•**] timesConsolidated Adjusted EBITDA for such Relevant Period but greater than or equalto [**•**] times Consolidated Adjusted EBITDAfor such Relevant Period]/[less than [**•**] timesConsolidated Adjusted EBITDA for such Relevant Period]

and accordingly the Marginwill be:

FacilityA1 Margin:                                                                             [**•**]% p.a.

FacilityA2 Margin:                                                                             [**•**]% p.a.

RevolvingFacility Margin:                                      [**•**]% p.a.

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

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4.                                 [We confirm that the following companiesconstitute Material Subsidiaries for the purposes of the Facility Agreement: [**•**].]

[We confirm that the[aggregate of the earnings before interest, tax, depreciation and amortisation(calculated on the same basis as Consolidated Adjusted EBITDA) of theGuarantors,]/[the aggregate Gross Assets (including (by reference to the Group’sreporting requirements under the Facilities Agreement), restricted short terminvestments, accounts receivable, net inventories, prepaid expenses and othernon-current assets (but not intangible assets))] of the Guarantors (in eachcase calculated on an unconsolidated basis and excluding all intra group items)represents not less than [**•**] per cent of[Consolidated Adjusted EBITDA,]/[consolidated Gross Assets of the Group].
| Signed |      |      |   |   |
|--------|-----------|-----------|--------|--------|
|   |      |      |   |   |
|   | Director  | Director  |
|   |      |      |
|   | of        | of        |
|   |      |      |
|   | [Company] | [Company] |

 

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NOTES:

*                                   If this statement cannot be made, thecertificate should identify any Default that is continuing and the steps, ifany, being taken to remedy it.

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**SCHEDULE 9****TIMETABLES**

**Part ILoans**
| ** **                                                                                                                                                                            | ** ** | **Loans in euro** | ** ** | **Loans in dollars** | ** ** | **Loans in other   currencies** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|------------|----------------------|------------|---------------------------------|
| ** **                                                                                                                                                                            | ** ** | ** **        | ** ** | ** **           | ** ** | ** **                      |
| Facility Agent notifies the Company if a currency is  approved as an Optional Currency in accordance with Clause 4.4 *(Conditions relating  to Optional Currencies)*                  |       |              |       |                 |       | U 4                             |
| * *                                                                                                                                                                              |       |              |       |                 |       |                            |
| Delivery of a duly completed Utilisation Request  (Clause 5.1 (*Delivery of a Utilisation  Request*)) or a Selection Notice (Clause 13.1 (*Selection of Interest Periods and Terms*)) |       | U 3 9.30am        |       | U 3 9.30am           |       | U 3 9.30am                      |
|                                                                                                                                                                                  |       |              |       |                 |       |                            |
| Facility Agent determines (in relation to a  Utilisation) the Base Currency Amount of the Loan, if required under Clause  5.4 (*Lenders’ participation*)                         |       | U 3 Noon          |       | U 3 noon             |       | U 3 noon                        |
|                                                                                                                                                                                  |       |              |       |                 |       |                            |
| Facility Agent notifies the Lenders of the Loan in  accordance with Clause 5.4 (*Lenders’  participation*)                                                                       |       | U 3 3.00pm        |       | U 3 3.00pm           |       | U 3 3.00pm                      |
|                                                                                                                                                                                  |       |              |       |                 |       |                            |
| Facility Agent receives a notification from a Lender  under Clause 8.2 (*Unavailability of a  currency*)                                                                              |       | U 3 5.00pm        |       | U 3 5.00pm           |       | U 3 5.00pm                      |
|                                                                                                                                                                                  |       |              |       |                 |       |                            |
| Facility Agent gives notice in accordance with  Clause 8.2 (*Unavailability of a currency*)                                                                                           |       | U 2 9.30am        |       | U 2 9.30am           |       | U 2 9.30am                      |

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| ** **                                                                                                               | ** ** | **Loans in euro**                                              | ** ** | **Loans in dollars**           | ** ** | **Loans in other   currencies** |
|--------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------|------------|--------------------------------|------------|---------------------------------|
| ** **                                                                                                               | ** ** | ** **                                                     | ** ** | ** **                     | ** ** | ** **                      |
| Facility Agent determines amount of the Loan in  Optional Currency in accordance with Clause 32.9 (*Change of currency*) |       | U 3 11.00am                                                    |       | U 3 11.00am                    |       | U 3 11.00am                     |
| * *                                                                                                                 |       |                                                           |       |                           |       |                            |
| LIBOR or EURIBOR is fixed                                                                                                |       | Quotation Day as of 11:00 Brussels time in respect  of EURIBOR |       | Quotation Day as of 11:00 a.m. |       | Quotation Day as of 11:00 a.m.  |

 

“**U**”                            =                                         date of utilisation

“**U  X**”          =                                         X Business Days prior to date of utilisation

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**Part II**

**Bank Guarantees**
| ** **                                                                                                                                                                                                                                                                                                                           | ** ** | **Bank Guarantees** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------|
| Delivery of a  duly completed Utilisation Request (Clause 6.2 (*Delivery of a Utilisation Request for Bank Guarantees*)                                                                                                                                                                                                              |       | U 3 9.30am          |
|                                                                                                                                                                                                                                                                                                                                 |       |                |
| Facility Agent  determines (in relation to a Utilisation) the Base Currency Amount of the  Bank Guarantee if required under paragraph (e) of Clause 6.5 (*Issue of Bank Guarantees*) and notifies  the Issuing Bank and Lenders of the Bank Guarantee in accordance with  paragraph (e) of Clause 6.5 (*Issue of Bank  Guarantees*). |       | U 1 noon            |

 

“**U**”                            =                                         date of utilisation

“**U X**”                =                                         Business Days prior to date of utilisation

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**SCHEDULE 10****FORM OF LETTER OF CREDIT**

To:                              [*Beneficiary*](the“**Beneficiary**”)

Date

**Irrevocable Standby Letter of Credit no. [•]**

At the request of [**•**], [*Issuing Bank*] (the “**Issuing Bank**”) issues this irrevocablestandby Letter of Credit (“**Letter of Credit**”)in your favour on the following terms and conditions:

1.                                 **Definitions**

In this Letter of Credit:

“**Business Day**” means a day (other than a Saturday or a Sunday)on which banks are open for general business in [London].*

“**Demand**” means a demand for a payment under this Letter ofCredit in the form of the schedule to this Letter of Credit.

“**Expiry Date**” means [**•**].

“**Total Letter of Credit Amount**” means [**•**].

2.                                 **Issuing Bank’s agreement**

(a)                                      The Beneficiary may request a drawing ordrawings under this Letter of Credit by giving to the Issuing Bank a dulycompleted Demand.  A Demand must bereceived by the Issuing Bank by [**•**] p.m.([London] time) on the Expiry Date.

(b)                                     Subject to the terms of this Letter ofCredit, the Issuing Bank unconditionally and irrevocably undertakes to theBeneficiary that, within [ten] Business Days of receipt by it of a Demand, itmust pay to the Beneficiary the amount demanded in that Demand.

(c)                                      The Issuing Bank will not be obliged to makea payment under this Letter of Credit if as a result the aggregate of allpayments made by it under this Letter of Credit would exceed the Total Letterof Credit Amount.

3.                                 **Expiry**

(a)                                      The Issuing Bank will be released from itsobligations under this Letter of Credit on the date (if any) notified by theBeneficiary to the Issuing Bank as the date upon which the obligations of theIssuing Bank under this Letter of Credit are released.

(b)                                     Unless previously released under paragraph(a) above, on [**•**] p.m.([London] time) on theExpiry Date the obligations of the Issuing Bank under this Letter of Creditwill cease with no further liability on the part of the Issuing Bank except 

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forany Demand validly presented under the Letter of Credit that remains unpaid.

(c)                                      When the Issuing Bank is no longer under anyfurther obligations under this Letter of Credit, the Beneficiary must returnthe original of this Letter of Credit to the Issuing Bank.

4.                                 **Payments**

All payments under thisLetter of Credit shall be made in [**•**] and forvalue on the due date to the account of the Beneficiary specified in theDemand.

5.                                 **Delivery of Demand**

Each Demand shall be inwriting, and, unless otherwise stated, may be made by letter, fax or telex andmust be received in legible form by the Issuing Bank at its address and by theparticular department or office (if any) as follows:

[
                                                   ]

6.                                 **Assignment**

The Beneficiary’s rightsunder this Letter of Credit may not be assigned or transferred.

7.                                 **Governing Law**

This Letter of Credit isgoverned by English law.

8.                                 **Jurisdiction**

The courts of England haveexclusive jurisdiction to settle any dispute arising out of or in connectionwith this Letter of Credit.

Yours faithfully

[*Issuing Bank*]

By:

----

NOTES:

*                                         This may need to be amended depending on thecurrency of payment under the Letter of Credit.

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**SCHEDULE**

**Form of Demand**

To:                              [ISSUING BANK]

[Date]

Dear Sirs

**Standby Letter of Credit no. [•] issued in favour of[BENEFICIARY] (the “Letter of Credit”)**

We refer to the Letter of Credit. Terms defined in the Letter of Credit have the same meaning when used inthis Demand.

1.                                 We certify that the sum of [**•**] is due [and has remained unpaid for at least [**•**] Business Days] [under [set out underlying contract oragreement]].  We therefore demand paymentof the sum of [**•**].

2.                                 Payment should be made to the followingaccount:

Name:

Account Number:

Bank:

3.                                 The date of this Demand is not later than theExpiry Date.

Yours faithfully
| (Authorised  Signatory) | (Authorised  Signatory) |
|-------------------------|-------------------------|

 

For

[BENEFICIARY]

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**SCHEDULE 11****GUARANTEE PRINCIPLES**

1.                                 **AGREED GUARANTEE PRINCIPLES**

The guarantees to beprovided under the Finance Documents will be given in accordance with certainagreed Guarantee Principles (the “**AgreedGuarantee Principles**”). This Schedule addresses the manner in whichthe Agreed Guarantee Principles will impact on the guarantees to be taken inrelation to this transaction.

The Finance Parties and theObligors have agreed and acknowledged that their rights and obligations underthe Finance Documents in respect of (i) the giving or taking of guarantees;(ii) all the rights and obligations associated with such giving or taking ofguarantees shall be subject to and limited by the Agreed Guarantee Principles.The Agreed Guarantee Principles embody the recognition by all parties thatthere may be certain legal and practical difficulties in obtaining effectiveguarantees from all members of the Group in every jurisdiction in which membersof the Group are located.  In particular:

(a)                                      general statutory limitations, financialassistance, capital maintenance, corporate benefit, fraudulent preference, thincapitalisation, retention of title claims and similar principles may limit theability of a member of the Group to provide a guarantee or may require that theguarantee be limited by an amount or otherwise. If any such limit applies, theguarantees provided will be limited to the maximum amount which the relevantmember of the Group may provide having regard to applicable law (including anyjurisprudence) and subject to fiduciary duties of management;

(b)                                     in particular, German capital maintenancerules will require that upstream / cross-stream guarantees given by any Germancompany incorporated as a GmbH or GmbH &Co. KG be limited, in order toavoid any liability of the management or the shareholders which may arise fromsuch an upstream or cross-stream guarantee (other than, in relation to theshareholders only, any recourse claims);

(c)                                      the giving of a guarantee, will not berequired to the extent that it would incur any legal fees, registration fees,stamp duty, taxes and any other fees or costs directly associated with suchguarantee which are disproportionate to the benefit obtained by the FinanceParties;

(d)                                     in certain jurisdictions it may be eitherimpossible or impractical to grant guarantees in which event such guaranteeswill not be granted;

(e)                                      members of the Group will not be required togive guarantees if it is not within the legal capacity of the relevant membersof the Group or if, in the reasonable opinion of the directors of the relevantmembers of the Group, the same would conflict with the fiduciary duties ofthose directors or contravene any legal prohibition or result in personal orcriminal liability on the part of any officer or 

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resultin any significant risk of legal liability for the directors of any Groupcompany;

(f)                                        no perfection action will be required injurisdictions where a Guarantor is not located;

(g)                                     the terms of the guarantee should not be suchthat, in the reasonable opinion of management of the relevant member of theGroup, they materially restrict the running of the business of or materiallyadversely affect the tax arrangements of the relevant member of the Group inthe ordinary course as otherwise permitted by the Finance Documents.

2.                                 **GUARANTORS**

Save as provided in “**Guarantors**” (see page 3), each guaranteewill be an upstream, cross-stream and downstream guarantee for all liabilitiesof the Borrowers under the Finance Documents in accordance with, and subjectto, the requirements of the Agreed Guarantee Principles in each relevantjurisdiction.

3.                                 **GERMAN GUARANTEE LIMITATIONS**

(a)                                      If and to the extent that:

(i)                        a guarantee granted under the FacilityAgreement secures any Loans, (i) which are made to a corporation, or (ii) whichare deemed to be made to a corporation according to Section 8a paragraph 5sentence 2 German Corporation Income Tax Act (*Körperschaftsteuergesetz*),and which corporation is subject to German corporation income tax, (such Loansbeing defined as a “**German Loans**”and such corporation being defined as “**GermanBorrower**”); and

(ii)                     the relevant Guarantor granting suchguarantee either (i) qualifies as a major shareholder (*wesentlicher Anteilseigner*) within themeaning of Section 8a of the German Income Corporation Tax Act (*Körperschaftssteuergesetz*) of such GermanBorrower or (ii) as an affiliated party within the meaning of Section 1paragraph 2 of the German Foreign Trade Tax Act (*Aussensteuergesetz*) of such a major shareholder of suchGerman Borrower,

such guarantee (or anyenforceable judgment based thereon) shall not be enforced against assets of therelevant Guarantor which qualify as LTIBR(s) if and to the extent such LTIBR(s)are (i) encumbered in favour of any of the Finance Parties pursuant to a lienarising under the general business terms (*AGB-Pfandrecht*)of such Finance Party, (ii) the subject of a disposal restriction (*Verfügungsbeschränkung*) or (iii) subjectto enforcement pursuant to a submission to immediate foreclosure in the entireproperty (*Unterwerfung unter die sofortigeZwangsvollstreckung in das gesamte Vermögen*) of the relevantGuarantor;

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“**LTIBR**” means any long term interest-bearing receivables as setout in the decrees of the German Federal Ministry of Finance (*Bundesfinanzministerium*) of 15 July 2004(IV A2-S 2742a-20/04), paragraphs 20 and 37, and of 22 July 2005(IV-B7-S2742a-31/05), or as set out in any future law, administrative decree,guideline or other pronouncement which overrules the aforementioned decrees,

(b)                                     The Facility Agent and each of the Lendersindividually undertake to deliver to each German Borrower as soon as reasonablypracticable after the Facilities have been made available to such GermanBorrower a complete letter in the form of the sample back-to-back certificateas published by the German Federal Ministry of Finance (*Bundesfinanzministerium*) on 20 October2005 (IV B7 – S2742a – 43/05), or in the form of any successor sample form asmay be required by the German tax authorities (the “**Certificate**”).  TheFacility Agent (acting on behalf of the Lenders) shall send to the relevantGerman Borrower an updated Certificate as soon as reasonably practicable (1)upon any amendment to the Facilities or change in the Securities Interestsgranted in relation to the Facilities, (2) if so required by the relevantGerman Borrower for tax purposes. If the German tax authorities will not accepta certificate issued by the Facility Agent each Lender will issue a certificateindividually. Reasonable costs of obtaining the certificates will be reimbursedby the German Borrower.

4.                                 **LIMITATION ON PAYMENTOBLIGATIONS OF A GERMAN OBLIGOR**

(a)                                      The Lenders’ right to claim and/or enforceany payment obligation under or in connection with the Finance Documents (otherthan a payment obligation of the German Obligor (as defined below) or of anydirect or indirect subsidiary of the German Obligor under the Term Facilitiesor the Revolving Facility made available to the German Obligor or suchsubsidiary) against an obligor organised as a company with limited liability(GmbH) (the “**German Obligor**”)shall at all times be limited to the extent that the enforcement wouldotherwise lead to the situation that the German Obligor did not have sufficientnet assets (*Reinvermögen*)(calculated in accordance with the jurisprudence from time to time of the GermanFederal Supreme Count (*Bundesgerichtshof*)or absent such jurisprudence, the jurisprudence of the Higher Regional Court (*Oberlandesgericht*) or Regional Courts (*Landgericht*) in the district of therelevant German Obligor, relating to protection of liable capital undersections 30 and 31 of the German Limited Liability Companies Act (*GmbH-Gesetz*)) to maintain its stated sharecapital (*Stammkapital*) orincrease an existing shortage of the stated share capital, **provided that** for the purposes of thecalculation of the enforceable amount (if any) the following balance sheetitems shall be adjusted as follows:

(i)                        The amount of any increase of stated sharecapital (*Stammkapital*) of theGerman Obligor that has been effected after the date hereof shall be deducted fromthe stated share capital unless such increase is required by law or envisagedin the Structure Memorandum, or (y) matched by a corresponding increase in thenet assets of the relevant Obligor, or 

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(z) *made with the consent of the Facility Agent (suchconsent not to be unreasonably withheld)*. For the avoidance ofdoubt, increasing the capital reserves (*Rücklagen*)as referred to in Section 266 para. 3, items II. and III. of the GermanCommercial Code (*Handelsgesetzbuch – HGB*)of any German Guarantor shall not be restricted (and shall not require anyadjustments to the stated share capital) by virtue of this paragraph;

(iii)                  Any amount of mandatory reserves (*Rücklagen*) resulting from a decrease ofregistered share capital (*Kapitalherabsetzung*)and any amount of public subsidies (*Subventionenund andere öffentliche Beihilfen*) received after the date hereofwhich are subject to an unfulfilled commitment as to their use shall be addedto the registered share capital;

(iv)                 Loans provided after the date hereof to theGerman Obligor, insofar such loans qualify as equity under the applicableaccounting principles and which do not have to be shown as liabilities on theGerman Obligor’s balance sheet, shall be disregarded;

(v)                    To the extent the enforcement of the guaranteewould deprive the German Obligor of the ability to fulfil its obligations tothird parties (incurred, whether on a contingent or non-contingent basis, atthe time of enforcement or to continue its business, then, for thedetermination of net assets, the assets of the German Obligor shall becalculated at the lesser of their book value (*Buchwert*)and their realisation value assuming a negative prognosis for the businesscontinuance (*Liquidationswert bei negativerFortführungsprognose*);

(vi)                 Loans and other contractual liabilitiesincurred by the German Obligor in violation of the provisions of any of theFinance Documents shall be disregarded to the extent such violation can beattributed to wilful misconduct of the managing director (*Geschäftsführer*) of the German Obligor.

(b)                                     the limitations set out in paragraph (a)above only apply if and to the extent that:

(i)                        within 20 business days following the receiptof the notice of the Facility Agent (acting on behalf of the Lenders) of itsintention to claim and/or enforce any payment obligation against any GermanObligor (the “**Envisaged Enforcement Date**”),the managing directors on behalf of the German Obligor have confirmed inwriting to the Facility Agent (i) to what extent the payment obligation relatesto primary liability which is an up-stream or cross-stream liability asdescribed in paragraph (a) and (ii) which amount of such up-stream and/orcross-stream liability cannot be enforced as it would exceed the Net Assets ofthe German Obligor and such confirmation is supported by conclusive evidencesatisfactory to the Facility Agent, including in particular, pro forma interimfinancial statements as of the Envisaged Enforcement Date (the “**Management Determination**”) and the FacilityAgent has not contested the Management Determination; or

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(ii)                     within 40 business days from the date thefacility agent (acting on behalf of the finance parties) has contested themanagement determination the facility agent receives a determination byauditors of international standard and reputation (the “**Auditor’s Determination**”) appointed by theGerman obligor of the amount of the net assets on the envisaged enforcementdate;

(c)                                      if the Facility Agent disagrees with theAuditor’s Determination, it shall be entitled to further pursue their claimsand/or rights (if any) under the dispute solutions agreed upon and, inparticular, to contest the Auditor’s Determination in court and the GermanObligor shall be entitled to prove that this amount is necessary formaintaining its stated share capital (calculated as of the date the demand forpayment and/or enforcement was made);

(d)                                     the German Obligor shall use reasonableefforts to realize any and all of its assets that are shown in the balancesheet with a book value (*Buchwert*)that is significantly lower than the market value of the assets, or are notrecorded at all in a situation where the German Obligor does not havesufficient Net Assets to maintain its registered share capital, **provided that** the relevant assets are inthe reasonable opinion of the German Obligor not required for the business ofthe German Obligor (*nichtbetriebsnotwendiges Vermögen*);

(e)                                      the Lenders’ right to claim and/or enforcethis Guarantee shall be excluded at all, or exist only to a limited amount, ifthe German Obligor delivers within the Envisaged Enforcement Date a legalopinion issued by a law firm of international standard and reputation withGerman qualified lawyers (*Rechtsanwälte*)which:

(i)                        comes to the conclusion that the GermanObligor complying with its obligations under any of the finance documents hasexposed and/or would expose (based on legal literature which is (in the view ofthe lawyer giving the opinion) widely accepted among German lawyers and/orcourt decisions issued after the date of this agreement in relation to therelevant issues which present the risk of liability as materially greater thanthe risk of liability as presented by legal literature and/or court decisionscurrent on the date of this agreement) the managing directors of the Germanobligor (or its shareholder’s or an affiliated company’s managing directors,officers or board members) or an affiliated company (*verbundenes unternehmen*) to a significant risk of civil orcriminal liability; and

(ii)                     specifies the maximum amount to which thepayment and/or enforcement of any claims under or in connection with thefinance documents shall be limited to prevent the circumstances referred to inthe sub-paragraph immediately above from arising;

(f)                                        if the Facility Agent (acting on behalf ofthe Lenders) disagrees with the conclusions of the abovementioned legalopinion, the Facility Agent shall be entitled to further pursue its claimsand/or rights (if any) under the dispute solutions agreed upon and, inparticular, to contest the conclusions of the legal 

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opinion(and therefore the limitations on the guarantees) in court, and the GermanObligor shall be entitled to prove what limitations under the relevantguarantees are necessary to prevent the managing directors of the GermanObligor (or its shareholder’s or an affiliated company’s managing directors,officers or board members) or an affiliated company to become subject to civilor criminal liability and the conclusions of such dispute resolution processesshall (subject to any rights of appeal) be effective between the parties (i.e.,the limitations on the relevant guarantees shall be adjusted to reflect theconclusions of such dispute resolution processes.

(g)                                     The limitations set out in paragraphs (a) to(f) above shall apply mutatis mutandis to an Obligor organised under German lawas a limited partnership (*Kommanditgesellschaft*)in respect to its general partner if such general partner is organised as aGmbH.

5.                                 **GUARANTEES GOVERNED BY ANYLAW OTHER THAN GERMAN LAW**

The aforesaid provisionsapply to all security irrespective of their governing law. However, where underany applicable law other than German law the aforesaid provisions areinappropriate, the provisions shall be replaced by such appropriate provisionunder any applicable law which comes as close as possible to the inappropriateprovision.

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**SCHEDULE 12****CERTAIN FUNDS DEFAULTS**

(a)                            Failure by an Obligor to deliver each of thedocuments set out in Schedule 2 Part I (*ConditionsPrecedent to Delivery of a Utilisation Request*) or Part IA (*Conditions Precedent to Drawdown*) to beprovided by it.

(b)                           Any Event of Default under Clause 26.9 (*Unlawfulness and invalidity*) as a resultof any event or circumstance arising after the date hereof (including change oflaw), **provided that** in suchcircumstances the relevant parties shall do all things and execute alldocuments required to enter into legally valid agreements achievingsubstantially the same or commercially and legally equivalent results asreflects the position immediately before such event or circumstance whichcaused such Event of Default and a Certain Funds Default shall only occur ifafter 20 Business Days after such event or circumstance first arising theLenders, acting reasonably and having made all reasonable commercial efforts,have not been able to execute documents which achieve such substantially thesame or commercially and legally equivalent results.

(c)                            Any Event of Default under Clause 25.11 (*Negative pledge*) or Clause 25.17 (*Financial Indebtedness*) or Clause 25.7 (*Acquisitions*).

(d)                           Any material breach of the representationsand warranties in Clause 22.1 (*Status*)and Clause 22.4 (*Power and authority*)in relation to a Borrower.

(e)                            Any Default under Clause 26.1 (*Non-Payment*).

(f)                              Any Event of Default described in Clause 26.6(*Insolvency*) or 26.7 (*Insolvency Proceedings*) in relation to aBorrower.

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**SCHEDULE 13OVERVIEW LOANS AND SECURITIES SUBSIDIARIES**
| ** **                                      | ** **              | **Balance**              | ** ** | **Balance**          | ** **        |
|-------------------------------------------------|-------------------------|--------------------------|------------|----------------------|-------------------|
| **Sirona Dental Systems, Inc.**  | ** **              | **Actual 30.09.06** | ** ** | **Estimate24.11.06** | ** **        |
| ** **                                      | ** **              | ** **               | ** ** | ** **           | ** **        | ** ** | ** ** | ** ** | ** ** |
| Sirona Dental Systems  LLC, USA                 |                    | USD                      |       | 4,686,596.70         |              | USD |   | 4,686,596.70 |   |
|                                            |                    |                     |       |                 |              |   |   |   |   |
|                                            | ** **              | **EUR**                  | ** ** | **(1)3.699.263,31**  | ** **        | **EUR** | ** ** | **(2)3.699.263,31** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| **Subtotal  amount**                            | ** **              | **EUR**                  | ** ** | **(1)3.699.263,31**  | ** **        | **EUR** | ** ** | **(1)3.699.263,31** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| **Sirona Holding GmbH**                         | ** **              | ** **               | ** ** | ** **           | ** **        | ** ** | ** ** | ** ** | ** ** |
| Sirona Dental Systems  Ltd., UK                 | ** **              | **EUR**                  | ** ** | **792,187.81**       | ** **        | **EUR** | ** ** | **792,187.81** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| **Subtotal  amount**                            | ** **              | **EUR**                  | ** ** | **792,187.81**       | ** **        | **EUR** | ** ** | **792,187.81** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| **Sirona Dental Systems GmbH**                  | ** **              | ** **               | ** ** | ** **           | ** **        | ** ** | ** ** | ** ** | ** ** |
| ATR Advanced Technology  Research, Italien      | ** **              | **EUR**                  | ** ** | **335,261.06**       | ** **        | **EUR** | ** ** | **435,261.06** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| Sirona Dental Systems  SAS, Frankreich          | ** **              | **EUR**                  | ** ** | **926,299.86**       | ** **        | **EUR** | ** ** | **(2)926,299.86** | **(2)** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| Nitram Dental a/s,  Dänemark               | ** **              | **EUR**                  | ** ** | **691,154.51**       | ** **        | **EUR** | ** ** | **691,154.51** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| Sirona Dental Systems  KK, Japan                | ** **              | **EUR**                  | ** ** | **(2)4,768,508.72**  | ** **        | **EUR** | ** ** | **(2)4,768,508.72** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| Sirona Equipos Dentales  Iberica S.A., Spanien  | ** **              | **EUR**                  | ** ** | **(2)4,438,888.82**  | ** **        | **EUR** | ** ** | **(2)4,438,888.82** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| Sirona Dental Systems  Foshan, China            | ** **              | **EUR**                  | ** ** | **(2)0.00**          | ** **        | **EUR** | ** ** | **20.00** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| Sirona Dental Systems  Shanghai, China          | ** **              | **EUR**                  | ** ** | **0.00**             | ** **        | **EUR** | ** ** | **0.00** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| Sirona Immobilien GmbH                          | ** **              | **EUR**                  | ** ** | **1,222,462.87**     | ** **        | **EUR** | ** ** | **1,400,000** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| SiCat                                           | ** **              | **EUR**                  | ** ** | **1,324,235.46**     | ** **        | **EUR** | ** ** | **1,534,235.46** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| **Subtotal  amount**                            | ** **              | **EUR**                  | ** ** | **13,706,831.30**    | ** **        | **EUR** | ** ** | **14,194,368.43** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| **Sirona International Holding  GmbH**          | ** **              | ** **               | ** ** | ** **           | ** **        | ** ** | ** ** | ** ** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| Sirona, Australien                              | ** **              | **EUR**                  | ** ** | **(2)1,660,620.20**  | ** **        | **EUR** | ** ** | **(2)1,660,620.20** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| **Subtotal  amount**                            | ** **              | **EUR**                  | ** ** | **1,660,620.20**     | ** **        | **1,660,620.20** | ** ** | ** ** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| **Securities**                                  | ** **              | ** **               | ** ** | ** **           | ** **        | ** ** | ** ** | ** ** | ** ** |
| Overdraft/Leasing Japan  (JPY 140,000,000.00)   | ** **              | **EUR**                  | ** ** | **1,000,000.00**     | ** **        | **EUR** | ** ** | **1,000,000.00** | ** ** |
| Leasing France                                  | ** **              | **EUR**                  | ** ** | **150,000.00**       | ** **        | **EUR** | ** ** | **150,000.00** | ** ** |
| Overdraft China (USD  900,000.00)               | ** **              | **EUR**                  | ** ** | **750,000.00**       | ** **        | **EUR** | ** ** | **750,000.00** | ** ** |
| Overdraft Australia  (AUD 1,000,000.00)         | ** **              | **EUR**                  | ** ** | **650,000.00**       | ** **        | **EUR** | ** ** | **650,000.00** | ** ** |
| Spain guarantee                                 | ** **              | **EUR**                  | ** ** | **180,000.00**       | ** **        | **EUR** | ** ** | **180,000.00** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| **Subtotal  amount**                            | ** **              | **EUR**                  | ** ** | **2,730,000.00**     | ** **        | **EUR** | ** ** | **2,730,000.00** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| **Total  amount relevant for § [  ]** | ** **              | **EUR**                  | ** ** | **18,889,619.31**    | ** **        | **EUR** | ** ** | **19,377,176.44** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
| 541149                                          | Sirona  Immobilien GmbH | ** **               | **EUR**    | ** **           | **15,628,446.77** | ** ** | **EUR** | ** ** | **15,628,446.77** | ** ** |
|                                            |                    |                     |       |                 |              |   |   |   |   |
|                                            | ** **              | **EUR**                  | ** ** | **34,518,066.08**    | ** **        | **EUR** | ** ** | **35,005,623.21** | ** ** |
|                                                 |                         |                          |            |                      |                   |  |  |  |  |  |

 

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(2)           Valuated at exchange-rate of 30.09.06 (1 Euro= 1,2669 USD)

(3)           Does not include securities

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**SCHEDULE 14****FORM OF CERTIFICATE**
| [To be sent by                                                                                                                                                                          |                                                                | [Von]                                                                                                                                                                                                        |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| [Facility  Agent]                                                                                                                                                                  |                                                                | [Facility Agent]                                                                                                                                                                                             |
|                                                                                                                                                                                    |                                                                | ** **                                                                                                                                                                                                   |
| [on behalf of  each of]                                                                                                                                                                 |                                                                | [jeweils namens und in Vollmacht der]                                                                                                                                                                        |
|                                                                                                                                                                                    |                                                                | ** **                                                                                                                                                                                                   |
| [Lenders]                                                                                                                                                                               |                                                                | [•] **(“Darlehensgeber”)**                                                                                                                                                                    |
|                                                                                                                                                                                    |                                                                |                                                                                                                                                                                                         |
| to                                                                                                                                                                                      |                                                                | an                                                                                                                                                                                                           |
| [German  Borrower]                                                                                                                                                                      |                                                                | [jeweiligen Darlehensnehmer]**(“Darlehensnehmer”)**                                                                                                                                                |
|                                                                                                                                                                                    |                                                                | ** **                                                                                                                                                                                                   |
| **Certification  for presentation to the Tax Office for the purposes of Section 8a of  Germany’s Corporation Tax Law**                                                             | ** **                                                          | **Bescheinigung zur Vorlage beim Finanzamt für  Zwecke des § 8a KStG**                                                                                                                             |
| ** **                                                                                                                                                                              | ** **                                                          | ** **                                                                                                                                                                                                   |
| You have asked  the [relevant Lender] (“**Lenders**”)  to issue a Certification for presentation to the Tax Office for the purposes  of the Corporation Tax Law.              |                                                                | Sie hatten [den jeweiligen Darlehensgeber] gebeten,  zur Vorlage beim Finanzamt für Zwecke des § 8a KStG eine Bescheinigung  auszustellen.                                                         |
| ** **                                                                                                                                                                              |                                                                |                                                                                                                                                                                                         |
| We hereby  declare that regarding the [Senior Facilities Agreement] of [•] in the amount  of EUR [•] (“**Loan**”) to [German  Borrower] (“**Borrower**”), |                                                                | Wir, die Darlehensgeber, haben an Sie, den  Darlehensnehmer, gemäß dem Vertrag vom [•] (“**Vertrag**”) ein Darlehen (Betrag Euro [•]) gewährt (“**Darlehen**”). |
| ** **                                                                                                                                                                              |                                                                | ** **                                                                                                                                                                                                   |
| The following  securities have been granted by persons other than the Borrower:                                                                                                         |                                                                | Hierzu erklären wir, dass uns bezüglich des  Darlehens die nachfolgend aufgeführten Sicherheiten von anderen Personen als  dem Darlehensnehmer gewährt wurden:                           |
|                                                                                                                                                                                    |                                                                |                                                                                                                                                                                                         |
| **1.**                                                                                                                                                                                  | **Security in rem**                                                 |                                                                                                                                   | **1.** | **Dingliche Sicherheiten** |
| ** **                                                                                                                                                                              |                                                                | ** **                                                                                                                                                                                                   |
| Pledges / Liens  (e.g. of deposits)                                                                                                                                                     |                                                                | Pfandrechte (z.B. an Einlagen)                                                                                                                                                                               |
|                                                                                                                                                                                    |                                                                |                                                                                                                                                                                                         |
| Assignments  (e.g. assignments of receivables)                                                                                                                                          |                                                                | Sicherungsabtretungen (z. B. Einzelabtretung von  Forderungen)                                                                                                                                               |
|                                                                                                                                                                                    |                                                                |                                                                                                                                                                                                         |
| **2.**                                                                                                                                                                                  | **Personal  security (e.g. surety, guarantee, assumption of debt)** |                                                        | **2.** | **Personalsicherheiten (z.B. Bürgschaft, Garantie,  Schuldmitübernahme)** |
| ** **                                                                                                                                                                              | ** **                                                          |                                                                                                                                                                                                         | ** ** |
| **linked  with the following:**                                                                                                                                                         | ** **                                                          | **verbunden mit folgenden/r:**                                                                                                                                                                               |
| ** **                                                                                                                                                                              | ** **                                                          | ** **                                                                                                                                                                                                   |
| securities in  rem (e.g. on deposits)                                                                                                                                                   |                                                                | dinglichen Sicherheiten (z.B. an Einlagen)                                                                                                                                                                   |

172

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| Assignments (e.g.  assignments of receivables; global assignments)                                                                                                                                                                                                                                                                            |                                                                        | Sicherungsabtretungen (z.B. Einzelabtretung von  Forderungen; Global-/ Mantelabtretung von Forderungen)                                                                                                                                                                                               |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                          |                                                                        |                                                                                                                                                                                                                                                                                                  |
| Submission to  immediate foreclosure in respect of all assets or certain assets                                                                                                                                                                                                                                                               |                                                                        | Unterwerfung unter die sofortige Zwangsvollstreckung  mit dem gesamten Vermögen oder hinsichtlich einzelner` Vermögensgegenstände                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                          |                                                                        |                                                                                                                                                                                                                                                                                                  |
| Agreed  restraints on disposal                                                                                                                                                                                                                                                                                                                |                                                                        | vereinbarten Verfügungsbeschränkungen                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                          |                                                                        |                                                                                                                                                                                                                                                                                                  |
| Other  agreeements (e.g. pledges/liens under the General Standard Terms and  Conditions), all security provided for the Loan/credit (e.g. land charge,  mortgage, letter of comfort) and trust arrangements)                                                                                                                                  |                                                                        | sonstigen Vereinbarungen (z. B. Pfandrechte nach den  Allgemeinen Geschäftsbedingungen, sämtliche für das Darlehen/ den Kredit  bestellte Sicherheiten (z.B. Grundschuld, Hypothek, Patronatserklärung) und  Treuhandverhältnisse)                                           |
|                                                                                                                                                                                                                                                                                                                                          |                                                                        |                                                                                                                                                                                                                                                                                                  |
| 3.                                                                                                                                                                                                                                                                                                                                            | Securities as  mentioned above that have waived during the term of the Loan |                                                                                                                                                                                                                                                                                                  | 3. | Sicherheiten der o. g. Art, auf die während des  bestehenden Darlehensverhältnisses verzichtet wurde |
|                                                                                                                                                                                                                                                                                                                                          |                                                                        |                                                                                                                                                                                                                                                                                                  |
| Other comments  (did any person (other than the Borrower) grant security without releasing  the Lender from banking secrecy?)                                                                                                                                                                                                                 |                                                                        | sonstige Anmerkungen (haben Personen (mit Ausnahme  des Darlehensnehmers) Sicherheiten gewährt, diese aber den Darlehensgeber  nicht vom Bankgeheimnis befreit?)                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                          |                                                                        |                                                                                                                                                                                                                                                                                                  |
| This  Certification is based solely on information that is known to the employees  of the Lender[s] who have worked on the Loan.                                                                                                                                                                                                              |                                                                        | Die Bescheinigung enthält nur solche Angaben, die  dem bei den Darlehensgebern mit der vorgenannten Finanzierung vertrauten  Personenkreis bekannt sind.                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                          |                                                                        |                                                                                                                                                                                                                                                                                                  |
| In providing  this Certification, the Lender[s] – in the first place for legal reasons –  [are] not offering any consultancy services on tax matters. In particular,  the Lender[s] will not be responsible or liable for the Borrowers’ success in  obtaining any tax benefits which are the objective of this Certification. |                                                                        | Die Darlehensgeber übernehmen mit dieser Erklärung –  bereits aus rechtlichen Gründen – keine Beratung in steuerlichen  Angelegenheiten. Insbesondere stehen die Darlehensgeber nicht für einen  steuerlichen Erfolg ein, der mit dieser Bescheinigung angestrebt wird. |
|                                                                                                                                                                                                                                                                                                                                               |                                                                             |                                                                                                                                                                                                                                                                                                       |  |  |

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| Yours sincerely,              |   | Mit freundlichen Grüßen |
|-------------------------------|--------|-----------------------------------|
|                          |   |                              |
| [on behalf of  the] Lender[s] |   | [im Namen der] Darlehensgeber     |

 

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**SIGNATURES**

**THE MANDATED LEAD ARRANGERS**

**J.P. MORGAN PLC**
| By:        | **/s/ PAUL HARRIS**              | ** ** |
|------------|----------------------------------|------------|
|       | ** **                       |
| Address:   | 10 Aldermanbury, London EC2V 7RF |
|       |                             |
| Fax:       | +44 (0) 20 7777 4548             |
|       |                             |
| Attention: | Eline Laodalaise / Clinton Ray   |

 

**UBS LIMITED**
| By:        | **/s/ LUKE JAGGAR**                | ** ** | **/s/CHRISTIAN ROTHHARDT** | ** ** |
|------------|------------------------------------|------------|----------------------------|------------|
|       | ** **                         | ** ** | ** **                 | ** ** |
| Address:   | 2 Finsbury Avenue, London EC2M 2PP |
|       |                               |
| Fax:       | +44 (0) 20 7568 4664               |       |
|       |                               |       |
| Attention: | Judith Campbell / Alan Greenhow    |       |

 

**THE ORIGINAL LENDERS**

**JPMORGAN CHASE BANK, N.A.**
| By:        | **/s/ PAUL HARRIS**              | ** ** |
|------------|----------------------------------|------------|
|       | ** **                       |
| Address:   | 10 Aldermanbury, London EC2V 7RF |
|       |                             |
| Fax:       | +44 (0) 20 7777 4548             |
|       |                             |
| Attention: | Eline Laodalaise / Clinton Ray   |

 

**UBS LIMITED**
| By:        | **/s/ LUKE JAGGAR**                | ** ** | **/s/CHRISTIAN ROTHHARDT** | ** ** |
|------------|------------------------------------|------------|----------------------------|------------|
|       | ** **                         | ** ** |
| Address:   | 2 Finsbury Avenue, London EC2M 2PP |       |
|       |                               |       |
| Fax:       | +44 (0) 20 7568 4664               |       |
|       |                               |       |
| Attention: | Judith Campbell / Alan Greenhow    |       |

 

175

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**THE BOOKRUNNERS**

**J.P. MORGAN PLC**
| By:        | **/s/ PAUL HARRIS**              | ** ** |
|------------|----------------------------------|------------|
|       | ** **                       |
| Address:   | 10 Aldermanbury, London EC2V 7RF |
|       |                             |
| Fax:       | +44 (0) 20 7777 4548             |
|       |                             |
| Attention: | Eline Laodalaise / Clinton Ray   |

 

 

**UBS LIMITED**
| By:        | **/s/ LUKE JAGGAR**                | ** ** | **/s/CHRISTIAN ROTHHARDT** | ** ** |
|------------|------------------------------------|------------|----------------------------|------------|
|       | ** **                         | ** ** |
| Address:   | 2 Finsbury Avenue, London EC2M 2PP |       |
|       |                               |       |
| Fax:       | +44 (0) 20 7568 4664               |       |
|       |                               |       |
| Attention: | Judith Campbell / Alan Greenhow    |       |

 

 

**THE FACILITY AGENT**

**J.P. MORGAN EUROPE LIMITED**
| By:        | **/s/ PAUL HARRIS**              | ** ** |
|------------|----------------------------------|------------|
|       | ** **                       |
| Address:   | 10 Aldermanbury, London EC2V 7RF |
|       |                             |
| Fax:       | +44 (0) 20 7777 4548             |
|       |                             |
| Attention: | Eline Laodalaise / Clinton Ray   |

 

 

**THE COMPANY**

**SIRONA DENTAL SYSTEMS, INC**
| By:        | **/s/ JOST FISCHER**                                               | ** ** | **/s/ SIMONE BLANK** | ** ** |
|------------|--------------------------------------------------------------------|------------|----------------------|------------|
|       | ** **                                                         | ** ** |
| Address:   | 30-00 47th Avenue, Long Island City, New York, NY  11101, USA |
|       |                                                               |       |
| Fax:       | +1 718 482 2514                                                    |       |
|       |                                                               |       |
| Attention: | Gregory Leahy / Simone Blank                                       |       |

 

176

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**THE ORIGINAL BORROWERS**

**SCHICK TECHNOLOGIES, INC**
| By:        | **/s/ JOST FISCHER**                                               | ** ** | **/s/ SIMONE BLANK** | ** ** |
|------------|--------------------------------------------------------------------|------------|----------------------|------------|
|       | ** **                                                         | ** ** |
| Address:   | 30-00 47th Avenue, Long Island City, New York, NY  11101, USA |
|       |                                                               |       |
| Fax:       | +1 718 482 2514                                                    |       |
|       |                                                               |       |
| Attention: | Gregory Leahy                                                      |       |

 

**SIRONA DENTAL SYSTEMS GMBH**
| By:        | **/s/ JOST FISCHER**                          | ** ** | **/s/ SIMONE BLANK** | ** ** |
|------------|-----------------------------------------------|------------|----------------------|------------|
|       | ** **                                    | ** ** |
| Address:   | Fabrikstraße 31, 64625 Bensheim, Germany |
|       |                                          |       |
| Fax:       | +49 6251 16 24 44                             |       |
|       |                                          |       |
| Attention: | Tom Redlich / Simone Blank                    |       |

 

**SIRONA DENTAL SERVICES GMBH**
| By:        | **/s/ JOST FISCHER**                          | ** ** | **/s/ SIMONE BLANK** | ** ** |
|------------|-----------------------------------------------|------------|----------------------|------------|
|       | ** **                                    | ** ** |
| Address:   | Fabrikstraße 31, 64625 Bensheim, Germany |
|       |                                          |       |
| Fax:       | +49 6251 16 24 44                             |       |
|       |                                          |       |
| Attention: | Tom Redlich / Simone Blank                    |       |

 

**THE ORIGINAL GUARANTORS**

**SIRONA DENTAL SYSTEMS, INC.**
| By:        | **/s/ JOST FISCHER**                                               | ** ** | **/s/ SIMONE BLANK** | ** ** |
|------------|--------------------------------------------------------------------|------------|----------------------|------------|
|       | ** **                                                         | ** ** |
| Address:   | 30-00 47th Avenue, Long Island City, New York, NY  11101, USA |
|       |                                                               |       |
| Fax:       | +1 718 482 2514                                                    |       |
|       |                                                               |       |
| Attention: | Gregory Leahy / Simone Blank                                       |       |

 

177

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**SCHICK TECHNOLOGIES, INC**
| By:        | **/s/ JOST FISCHER**                                               | ** ** | **/s/ SIMONE BLANK** | ** ** |
|------------|--------------------------------------------------------------------|------------|----------------------|------------|
|       | ** **                                                         | ** ** |
| Address:   | 30-00 47th Avenue, Long Island City, New York, NY  11101, USA |
|       |                                                               |       |
| Fax:       | +1 718 482 2514                                                    |       |
|       |                                                               |       |
| Attention: | Gregory Leahy                                                      |       |

 

**SIRONA DENTAL SYSTEMS GMBH**
| By:        | **/s/ JOST FISCHER**                          | ** ** | **/s/ SIMONE BLANK** | ** ** |
|------------|-----------------------------------------------|------------|----------------------|------------|
|       | ** **                                    | ** ** |
| Address:   | Fabrikstraße 31, 64625 Bensheim, Germany |
|       |                                          |       |
| Fax:       | +49 6251 16 24 44                             |       |
|       |                                          |       |
| Attention: | Tom Redlich / Simone Blank                    |       |

 

**SIRONA DENTAL SYSTEMS, LLC**
| By:        | **/s/ JOST FISCHER**                                        | ** ** | **/s/ SIMONE BLANK** | ** ** |
|------------|-------------------------------------------------------------|------------|----------------------|------------|
|       | ** **                                                  | ** ** |
| Address:   | 4835 Sirona Drive, Charlotte, NC 28273, PO Box  410100, USA |
|       |                                                        |       |
| Fax:       | +1 704 587 9394                                             |       |
|       |                                                        |       |
| Attention: | Simone Blank                                                |       |

 

**SIRONA HOLDING GMBH**
| By:        | **/s/ JOST FISCHER**                          | ** ** | **/s/ SIMONE BLANK** | ** ** |
|------------|-----------------------------------------------|------------|----------------------|------------|
|       | ** **                                    | ** ** |
| Address:   | Fabrikstraße 31, 64625 Bensheim, Germany |
|       |                                          |       |
| Fax:       | +49 6251 16 24 44                             |       |
|       |                                          |       |
| Attention: | Tom Redlich / Simone Blank                    |       |

 

178

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**SIRONA HOLDING GMBH**
| By:        | **/s/ JOST FISCHER**                          | ** ** | **/s/ SIMONE BLANK** | ** ** |
|------------|-----------------------------------------------|------------|----------------------|------------|
|       | ** **                                    | ** ** |
| Address:   | Fabrikstraße 31, 64625 Bensheim, Germany |
|       |                                          |       |
| Fax:       | +49 6251 16 24 44                             |       |
|       |                                          |       |
| Attention: | Tom Redlich / Simone Blank                    |       |

 

**SIRONAIMMOBILIEN GMBH**
| By:        | **/s/ JOST FISCHER**                          | ** ** | **/s/ SIMONE BLANK** | ** ** |
|------------|-----------------------------------------------|------------|----------------------|------------|
|       | ** **                                    | ** ** |
| Address:   | Fabrikstraße 31, 64625 Bensheim, Germany |
|       |                                          |       |
| Fax:       | +49 6251 16 24 44                             |       |
|       |                                          |       |
| Attention: | Tom Redlich / Simone Blank                    |       |

 

179

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