Material Contract:  Facility Agreement and Appendices dated 9 December 2010



 Exhibit 4 (a) (i) 
 THIS AGREEMENT is dated 9 December 2010 
 BETWEEN: 

 

	(1)	SMITH & NEPHEW PLC (the Company); 

  

	(2)	BARCLAYS CAPITAL, BNP PARIBAS SA, DEUTSCHE BANK AG, JP MORGAN CHASE, LLOYDS BANKING GROUP, ROYAL BANK OF SCOTLAND and SOCIETE GENERALE SA as
bookrunners and arrangers (whether acting individually or together the Mandated Lead Arrangers); 

  

	(3)	THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Original Parties) as original lenders (the Original Lenders); and


  

	(4)	THE ROYAL BANK OF SCOTLAND PLC as facility agent (in this capacity the Facility Agent). 


IT IS AGREED as follows: 
  

	1.	INTERPRETATION 

  

	1.1	Definitions 

 In this Agreement:

 Acceptable Bank means a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced
debt obligations of A- or higher by Standard & Poor’s or Fitch or A3 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency. 
 Accession Agreement means a letter, substantially in the form of Schedule 6 (Form of Accession Agreement), with such amendments as the Facility Agent and the Company may agree.

 Additional Borrower means a member of the Group which becomes a Borrower after the date of this Agreement in accordance with
Clause 28 (Changes to the Parties). 
 Additional Guarantor means a member of the Group which becomes a Guarantor after the
date of this Agreement in accordance with Clause 28 (Changes to the Parties). 
 Additional Obligor means an Additional
Borrower or an Additional Guarantor. 
 Administrative Party means a Mandated Lead Arranger or the Facility Agent. 

Affiliate means: 
  

	(a)	a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company; and. 


 

	(b)	in relation to The Royal Bank of Scotland plc only, the term Affiliate shall include The Royal Bank of Scotland N.V. and each of its subsidiaries or subsidiary
undertakings, but shall not include (i) the UK government or any member or instrumentality thereof, including Her Majesty’s Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or
(ii) any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof (including Her Majesty’s Treasury and UK Financial Investments Limited) and which are not part of The Royal
Bank of Scotland Group plc and its subsidiaries or subsidiary undertakings 


  
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 AFM means The Netherlands Authority for the Financial Markets (Stichting Autoriteit
Financiële Markten). 
 Agent’s Dollar Rate of Exchange shall have the meaning set out in Subclause 6.1
(General). 
 Availability Period means the period from and including the date of this Agreement to and including the date
falling four weeks before the Final Maturity Date. 
 Available Commitment means a Lender’s Commitment minus: 

 

	(a)	the Dollar Amount of its participation in any outstanding Loans; and 

  

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


 other than that Lender’s participation in any other Loans that are due to be repaid or prepaid on or before the proposed
Utilisation Date. 
 Borrower means the Company or an Additional Borrower. 

Break Costs means the amount (if any) which a Lender is entitled to receive under this Agreement as compensation if any part of a Loan or
overdue amount is prepaid as calculated pursuant to the terms of Subclause 25.3 (Break Costs). 
 Business Day means a day
(other than a Saturday or a Sunday) on which banks are open for general business in London and: 
  

	(a)	if on that day a payment in or a purchase of a currency (other than euro) is to be made, the principal financial centre of the country of that currency; or


  

	(b)	if on that day a payment in or a purchase of euro is to be made, which is also a TARGET Day. 

 Commitment means: 
  

	(a)	for an Original Lender, the amount set opposite its name in Schedule 1 (Original Parties) under the heading Commitment and the amount of any other
Commitment transferred to it in accordance with this Agreement or assumed by it in accordance with Subclause 2.2 (Increase); and 

  

	(b)	for any other Lender, the amount of any Commitment transferred to it in accordance with this Agreement or assumed by it in accordance with Subclause 2.2
(Increase), 

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

Compliance Certificate has the meaning given to it in Subclause 18.2 (Compliance Certificate). 

Confidential Information means all information relating to the Company, any Obligor, the Group, the Finance Documents or the Facility of
which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility
from either: 
  

	(a)	any member of the Group or any of its advisers; or 


  
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	(b)	another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,


 in whatever form, and includes information given orally and any document, electronic file or any other way of representing or
recording information which contains or is derived or copied from such information but excludes information that: 
  

	 	(i)	is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 29 (Confidentiality); or


  

	 	(ii)	is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or 


 

	 	(iii)	is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by
that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise
subject to, any obligation of confidentiality. 

 Confidentiality Undertaking means a confidentiality undertaking
substantially in the recommended form of the LMA or in any other form agreed between the Company and the Agent. 
 DCB means The Dutch
Central Bank (De Nederlandsche Bank N.V.). 
 Default means: 

 

	(a)	an Event of Default; or 

  

	(b)	an event referred to in Clause 21 (Default) which would be (with the expiry of a grace period or the giving of notice under the Finance Documents or any
combination of them) an Event of Default. 

 Defaulting Lender means any Lender: 

 

	(a)	which has failed to make its participation in a Loan available or has notified the Facility Agent that it will not make its participation in a Loan available by the
Utilisation Date of that Loan in accordance with Subclause 5.4 (Advance of Loan); 

  

	(b)	which has otherwise rescinded or repudiated a Finance Document; or 

  

	(c)	with respect to which an Insolvency Event has occurred and is continuing, 

 unless, in the case of paragraph (a) above: 
  

	 	(i)	its failure to pay is caused by: 

  

	 	(A)	administrative or technical error; or 

  

	 	(B)	a market disruption event (as described in paragraph (a) of Subclause 11.2 (Market disruption)); and, 


payment is made within three Business Days of its due date; or 

  
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	 	(ii)	the Facility Agent is an Impaired Agent and the Company has failed to notify the Lenders by giving not less than three Business Days’ prior notice of alternative
arrangements for that payment; or 

  

	 	(iii)	the Lender is disputing in good faith whether it is contractually obliged to make the payment in question. 


DFSA means The Dutch Financial Supervision Act (Wet op het financieel toezicht, “Wft”) and all rules promulgated thereunder and
pursuant thereto as well as communications and published guidelines of the DCB and the AFM. 
 Dollar Amount has the meaning
ascribed thereto in Subclause 6.5(b) (Optional Currency equivalents). 
 € or euro means the single currency of the
Participating Member States. 
 EURIBOR means for a Term of any Loan or overdue amount in euro: 

 

	(a)	the applicable Screen Rate or Interpolated Screen Rate (as relevant); or 

  

	(b)	if no Screen Rate or Interpolated Screen Rate is available for that Term of that Loan or overdue amount, the arithmetic mean (rounded upward to four decimal places) of
the rates as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the European Interbank market, 

 as of 11.00 a.m. (Brussels time) on the Rate Fixing Day for the offering of deposits in euro for a period comparable to that Term. 
 Event of Default means an event specified as such in this Agreement. 

Existing Facility Agreement means the U.S.$2,500,000,000 facility agreement dated 29 May 2007 between, amongst others,
Smith & Nephew plc as the company, Barclays Capital, Lloyds TSB Bank plc, The Royal Bank of Scotland plc and Société Générale Corporate & Investment Banking as mandated lead arrangers and The Royal Bank
of Scotland plc as facility agent. 
 Existing Facility Commitment means a Commitment (as defined in the Existing Facility
Agreement). 
 Facility means the multi currency revolving credit facility referred to in Subclause 2.1 (The Facility).

 Facility A has the meaning given to that term in the Existing Facility Agreement. 

Facility B has the meaning given to that term in the Existing Facility Agreement. 
 Facility Office means the office(s) notified by a Lender to the Facility Agent: 
  

	(a)	on or before the date it becomes a Lender; or 

  

	(b)	by not less than five Business Days’ notice, 

 as the office(s) through which it will perform its obligations under this Agreement. 
 Fee
Letter means any letter entered into by reference to this Agreement between one or more Administrative Parties and the Company setting out the amount of certain fees referred to in this Agreement. 

Final Maturity Date means the date falling five years after the Signing Date. 

  
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 Finance Document means: 

 

	(a)	this Agreement; 

  

	(b)	any Fee Letter; 

  

	(c)	any Transfer Certificate; 

  

	(d)	any Accession Agreement; 

  

	(e)	any Resignation Request; 

  

	(f)	any Increase Confirmation; and 

  

	(g)	any other document designated as such by the Facility Agent and the Company. 

 Finance Party means a Lender or an Administrative Party. 
 Financial
Indebtedness means any indebtedness (without double counting) for or in respect of: 
  

	(a)	moneys borrowed; 

  

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


 

	(c)	any bond, note, debenture, loan stock or other similar instrument; 

  

	(d)	any finance or capital lease as defined in accordance with the accounting principles applied in connection with the Original Financial Statements;


  

	(e)	receivables sold or discounted (otherwise than on a non recourse basis); 

  

	(f)	the acquisition cost of any asset to the extent payable after its acquisition or possession by the party liable where the deferred payment is arranged primarily as a
method of raising finance or financing the acquisition of that asset; 

  

	(g)	any derivative transaction protecting against or benefiting from fluctuations in any rate or price (and at any time the then marked to market value of the derivative
transaction will be used to calculate its amount, such marked to market value being determined by reference to the documentation of that transaction or, if there is no such provision in the documentation, determined by the Company acting reasonably
and on the basis of quotations from the relevant counterparty); 

  

	(h)	any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing; 


 

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


  

	(j)	any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in paragraphs (a) to (i) above,


 provided that the definition of Financial Indebtedness does not include any indebtedness owing from a member of the Group to
another member of the Group. 

  
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 Fitch means Fitch Ratings Limited or Fitch Ratings Inc. (as appropriate), or any successor to
its ratings business. 
 Group means the Company and its Subsidiaries. 
 Guarantor means the Company or an Additional Guarantor. 
 Holding
Company means a holding company within the meaning of section 736 of the Companies Act 1985. 
 IBOR means LIBOR or
EURIBOR. 
 Impaired Agent means the Facility Agent at any time when: 

 

	(a)	it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;


  

	(b)	the Facility Agent otherwise rescinds or repudiates a Finance Document; 

  

	(c)	(if the Facility Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of Defaulting Lender; or


  

	(d)	an Insolvency Event has occurred and is continuing with respect to the Facility Agent; 

 unless, in the case of paragraph (a) above: 
  

	 	(i)	its failure to pay is caused by: 

  

	 	(A)	administrative or technical error; or 

  

	 	(B)	a market disruption event (as described in paragraph (a) of Subclause 11.2 (Market disruption)); and 


payment is made within three Business Days of its due date; or 

 

	 	(ii)	the Facility Agent is disputing in good faith whether it is contractually obliged to make the payment in question. 


Increase Confirmation means a confirmation substantially in the form set out in Schedule 9 (Form of Increase Confirmation).

 Increase Lender has the meaning given to that term in Subclause 2.2 (Increase). 

Increased Cost means: 
  

	(a)	an additional or increased cost; 

  

	(b)	a reduction in the rate of return under a Finance Document or on the overall capital of a Finance Party or any of its Affiliates; or 


 

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

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

  
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 Insolvency Event in relation to a Finance Party means that the Finance Party: 

 

	(a)	is dissolved (other than pursuant to a consolidation, amalgamation or merger); 


 

	(b)	becomes insolvent or is unable to pay its debts in each case, under the laws of any relevant jurisdiction applicable to that Finance Party or fails or admits in writing
its inability generally to pay its debts as they become due; 

  

	(c)	has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);


  

	(d)	seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or
for all or substantially all its assets other than by way of an Undisclosed Administration; 

  

	(e)	has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied,
enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; or


  

	(f)	causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in
paragraphs (a) to (e) above. 

 Interpolated Screen Rate means the rate in respect of a Term for which no
Screen Rate is available calculated using a floating rate derived using straight line interpolation between the floating rate for a period next shorter than such Term and the floating rate for a period next longer than such Term; 

Lender means: 
  

	(a)	an Original Lender; or 

  

	(b)	each new Lender which has become a party to this Agreement in relation to the Facility in accordance with Subclause 2.2 (Increase) or Clause 28 (Changes to
the Parties). 

 LIBOR means for any Loan or overdue amount: 

 

	(a)	the applicable Screen Rate or Interpolated Screen Rate (as relevant); or 

  

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

 as of 11.00 a.m. on the Rate Fixing Day for the offering of deposits in the currency of that Loan or overdue amount for a period comparable to its Term. 

Loan means, unless otherwise stated in this Agreement, the principal amount of each borrowing under this Agreement or the principal amount
outstanding of that borrowing. 
 Majority Lenders means, at any time, Lenders: 

 

	(a)	whose share in the outstanding Loans and whose undrawn Commitments then aggregate 60 per cent. or more of the aggregate of all the Loans and the undrawn
Commitments of all the Lenders; 


  
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	(b)	if there is no Loan then outstanding, whose undrawn Commitments then aggregate 60 per cent. or more of the Total Commitments; or 


 

	(c)	if there is no Loan then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated 60 per cent. or more of the Total
Commitments immediately before the reduction. 

 Mandatory Cost means the cost of complying with certain regulatory
requirements, expressed as a percentage rate per annum and calculated by the Facility Agent in accordance with Schedule 4 (Mandatory Cost Formulae). 
 Margin has the meaning set out in Subclause 9.3 (Margin adjustments). 

Material Adverse Effect means a material adverse effect on the ability of an Obligor to comply with its payment obligations under this
Agreement or the ability of the Company to comply with its obligations under Subclause 19.3 (Gearing) or Subclause 19.4 (Interest cover). 
 Material Subsidiary means, at any time, a Subsidiary of the Company: 
  

	(a)	whose gross assets (excluding intra Group items) then equal or exceed 15 per cent. of the gross assets of the Group; or 


 

	(b)	whose earnings before interest and tax (excluding intra Group items) then equal or exceed 15 per cent. of the earnings before interest and tax of the Group.


 For this purpose: 
  

	 	(i)	the gross assets or earnings before interest and tax of a Subsidiary of the Company will be determined from its financial statements (consolidated if it has
Subsidiaries) upon which the latest audited financial statements of the Group have been based; 

  

	 	(ii)	if a Subsidiary of the Company becomes a member of the Group after the date on which the latest audited financial statements of the Group have been prepared, the gross
assets or earnings before interest and tax of that Subsidiary will be determined from its latest financial statements; 

  

	 	(iii)	the gross assets or earnings before interest and tax of the Group will be determined from its latest audited financial statements, adjusted (where appropriate) to
reflect the gross assets or earnings before interest and tax of any company or business subsequently acquired or disposed of; and 

  

	 	(iv)	if a Material Subsidiary disposes of all or substantially all of its assets to another Subsidiary of the Company, it will immediately cease to be a Material Subsidiary
and the other Subsidiary (if it is not already) will immediately become a Material Subsidiary; the subsequent financial statements of those Subsidiaries and the Group will be used to determine whether those Subsidiaries are Material Subsidiaries or
not. 

 If there is a dispute as to whether or not a company is a Material Subsidiary, a certificate of the auditors of the
Company will be, in the absence of manifest error, conclusive. 
 Moody’s means Moody’s Investors Service Limited or any
successor to its ratings business. 
 New Lender has the meaning given to that term in Clause 28 (Changes to the Parties).

 Obligor means a Borrower or a Guarantor. 

  
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 Original Financial Statements means the audited consolidated financial statements of the
Company for the year ended 31 December 2009. 
 Participating Member State means a member state of the European Communities
that adopts the euro as its lawful currency under the legislation of the European Union for European Monetary Union. 
 Party
means a party to this Agreement. 
 Pro Rata Share means on a particular date: 

 

	(a)	the proportion which a Lender’s share of the Loans (if any) bears to all the Loans; 


 

	(b)	if there is no Loan outstanding on that date, the proportion which its Commitment bears to the Total Commitments on that date; or 


 

	(c)	if the Total Commitments have been cancelled, the proportion which its Commitments bore to the Total Commitments immediately before being cancelled.


 Rate Fixing Day means: 
  

	(a)	the first day of a Term for a Loan denominated in Sterling; 

  

	(b)	the second Business Day before the first day of a Term for a Loan denominated in any other currency (other than euros); or 


 

	(c)	the second TARGET Day before the first day of a Term for a Loan denominated in euros, 

 or such other day as the Facility Agent determines is generally treated as the rate fixing day by market practice in the relevant interbank market. 

Reference Banks means Barclays Bank plc, The Royal Bank of Scotland plc, JP Morgan Chase and BNP Paribas SA and any other bank or financial
institution agreed by the Facility Agent and the Company under this Agreement. 
 Repeating Representations means the
representations that are deemed to be repeated under this Agreement. 
 Representative means any delegate, agent, manager,
administrator, nominee, attorney, trustee or custodian. 
 Request means a request for a Loan, substantially in the form of
Schedule 3 (Form of Request). 
 Resignation Request has the meaning given to that term in Subclause 28.8
(Resignation of an Obligor (other than the Company)). 
 Rollover Loan means one or more Loans: 

 

	(a)	to be made on the same day that a maturing Loan drawn under the same Facility is due to be repaid; 


 

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

  


	(c)	in the same currency as the maturing Loan; and 

  

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


  
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 Screen Rate means: 

 

	(a)	for LIBOR, the British Bankers Association Interest Settlement Rate (if any); and 


 

	(b)	for EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union, 


for the relevant currency and Term displayed on the appropriate page of the Reuters screen selected by the Facility Agent. If the relevant page is
replaced or the service ceases to be available, the Facility Agent (after consultation with the Company and the Lenders) may specify another page or service displaying the appropriate rate. 
 Security Interest has the meaning given to that term in Subclause 20.5 (Negative pledge). 
 Separate Loan has the meaning given to that term in Clause 7 (Repayment). 

Signing Date means the date of this Agreement. 
 Standard & Poor’s means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies Inc., or any successor to its ratings business. 

Sterling or £ means the lawful currency for the time being of the United Kingdom. 

Subsidiary means: 
  

	(a)	a subsidiary within the meaning of section 1159 of the Companies Act 2006; and 


 

	(b)	for the purposes of Clause 19 (Financial covenants), unless the context otherwise requires, a subsidiary undertaking within the meaning of section 1162 of the
Companies Act 2006. 

 Swiss Francs or CHF means the lawful currency for the time being of
Switzerland. 
 TARGET Day means a day on which the Trans European Automated Real-time Gross Settlement Express Transfer payment
system is open for the settlement of payments in euro. 
 Tax means any tax, levy, impost, duty or other charge or withholding of
a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same). 

Tax Deduction means a deduction or withholding for or on account of U.K. Tax, or a deduction or withholding for or on account of Tax
imposed by any other jurisdiction to the extent that such deduction or withholding arises as a result of a Borrower’s source of funds for payments of interest under this Agreement being in that jurisdiction, from a payment under a Finance
Document. 
 Tax Payment means a payment made by an Obligor to a Finance Party in any way relating to a Tax Deduction, including
an increase in a payment made by an Obligor to a Finance Party under Subclause 12.2 (Tax Gross-up) or a payment under Clause 12.3 (Tax indemnity). 
 Term means each period determined under this Agreement by reference to which interest on a Loan or an overdue amount is calculated. 
 Total Commitments means the aggregate of the Commitments, being U.S.$1,000,000,000 at the Signing Date. 

  
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 Transfer Certificate means a certificate in the form of Schedule 5 (Form of Transfer
Certificate) with such amendments as the Facility Agent may approve or reasonably require or any other form agreed between the Facility Agent and the Company. 
 U.K. means the United Kingdom of Great Britain and Northern Ireland. 
 U.K.
Tax means any Tax imposed under the laws of the U.K. 
 Undisclosed Administration means an undisclosed administration
(stille curatele) applicable to a Lender, imposed by the DCB under or based on section 1:76 of the DFSA, as to Lenders which are the subject of home jurisdiction supervision by the DCB under the DFSA and in relation to which the DCB has not
publicly disclosed the appointment of a custodian (curator) with regard to the relevant Lender. 
 U.S. means the United
States of America including any state of the United States of America and the District of Colombia. 
 U.S. Dollars or
U.S.$ means the lawful currency for the time being of the United States of America. 
 Utilisation Date means the
date on which the Facility is utilised. 
  

	1.2	Construction 

  

	(a)	The following definitions have the meanings given to them in Clause 19 (Financial covenants): 


 

	 	(i)	Consolidated Total Net Borrowings; 

  

	 	(ii)	Consolidated EBITDA; and 

  

	 	(iii)	Consolidated Net Interest Payable. 

  

	(b)	In this Agreement, unless the contrary intention appears, a reference to: 

 (i) an amendment includes a supplement, novation, restatement or re-enactment and amended is to be construed accordingly; 

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

an authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or
notarisation; 
 Barclays Capital means Barclays Capital, the investment banking division of Barclays Bank PLC;

 indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of
money; 
 a person includes any individual, company, corporation, unincorporated association or body (including a
partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality; 

  
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 a regulation includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter governmental or supranational body, agency, department or
regulatory, self regulatory or other authority or organisation; 
  

	 	(ii)	a currency is a reference to the lawful currency for the time being of the relevant country; 


 

	 	(iii)	a Default being outstanding means that it has not been remedied or waived; 


 

	 	(iv)	a provision of law is a reference to that provision as extended, applied, amended or re enacted and includes any subordinate legislation; 


 

	 	(v)	a Clause, a Subclause or a Schedule is a reference to a clause or subclause of, or a schedule to, this Agreement; 


 

	 	(vi)	a person includes its successors in title, permitted assigns and permitted transferees; 


 

	 	(vii)	a Finance Document or another document is a reference to that Finance Document or other document as amended; and 


 

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

  

	(c)	Unless the contrary intention appears, a reference to a month or months is a reference to a period starting on one day in a calendar month and ending on
the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that: 

  

	 	(i)	if the numerically corresponding day is not a Business Day, the period will end on the next Business Day in that month (if there is one) or the preceding Business Day
(if there is not); 

  

	 	(ii)	if there is no numerically corresponding day in that month, that period will end on the last Business Day in that month; and 


 

	 	(iii)	notwithstanding sub paragraph (i) above, a period which commences on the last Business Day of a month will end on the last Business Day in the calendar month in
which it is to end. 

  

	(d)	

  

	 	(i)	Unless expressly provided to the contrary in a Finance Document, a person who is not a party to a Finance Document may not enforce any of its terms under the Contracts
(Rights of Third Parties) Act 1999. 

  

	 	(ii)	Notwithstanding any term of any Finance Document, the consent of any third party is not required for any variation (including any release or compromise of any liability
under) or termination of that Finance Document. 

  

	(e)	A reference to a Party will not include that Party if it has ceased to be a Party under this Agreement. 


 

	(f)	Unless the contrary intention appears: 

  

	 	(i)	a term used in any other Finance Document or in any notice given in connection with any Finance Document has the same meaning in that Finance Document or notice as in
this Agreement; 


  
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	 	(ii)	any non-payment obligation of an Obligor under the Finance Documents remains in force for so long as any payment obligation is or may be outstanding under the Finance
Documents; 

  

	 	(iii)	the headings in this Agreement do not affect its interpretation; and 

  

	 	(iv)	if there is an inconsistency between this Agreement and any other Finance Document, the other Finance Document will prevail. 


 

	2.	FACILITIES 

  

	2.1	The Facility 

 Subject to the terms of
this Agreement, the Lenders make available to the Borrowers a multi currency revolving credit facility in an aggregate amount equal to the Total Commitments. 
  

	2.2	Increase 

  

	(a)	The Company may by giving prior notice to the Facility Agent no later than 10 Business Days after the effective date of a cancellation of: 


 

	 	(i)	the Available Commitments of a Defaulting Lender in accordance with paragraph (f) of Subclause 8.7 (Involuntary prepayment and cancellation and replacement in
relation to a single Lender); or 

  

	 	(ii)	the Commitments of a Lender in accordance with Subclause 8.1 (Mandatory prepayment - illegality), 


request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate amount in U.S. Dollars
of up to the amount of the Available Commitments or Commitments so cancelled as follows: 
  

	 	(iii)	the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an Increase
Lender) selected by the Company (each of which shall not be a member of the Group and which is further acceptable to the Facility Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the
obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender; 

  

	 	(iv)	each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase
Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; 

  

	 	(v)	each Increase Lender shall become a Party as a Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and
acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; 


 

	 	(vi)	the Commitments of the other Lenders shall continue in full force and effect; and 


  
 Page 13










	 	(vii)	any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions
set out in paragraph (b) below are satisfied. 

  

	(b)	An increase in the Total Commitments will only be effective on: 

  

	 	(i)	the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender; and 


 

	 	(ii)	in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase the performance by the Facility Agent of all necessary “know
your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify to the Company
and the Increase Lender. 

  

	(c)	Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any
amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective. 


 

	(d)	Unless the Facility Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Company shall, on the date upon which the increase takes
effect, pay to the Facility Agent (for its own account) a fee of U.S. $2,000 and the Company shall promptly on demand pay the Facility Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any
increase in Commitments under this Subclause. 

  

	(e)	The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a letter between the Company and
the Increase Lender setting out that fee. A reference in this Agreement to a Fee Letter shall include any letter referred to in this paragraph. 

  

	(f)	Subclause 28.5 (Limitation of responsibility of Existing Lender) shall apply mutatis mutandis in this Subclause in relation to an Increase Lender as if
references in that Subclause to: 

  

	 	(i)	an Existing Lender were references to all the Lenders immediately prior to the relevant increase; 


 

	 	(ii)	the New Lender were references to that Increase Lender; and 


 

	 	(iii)	a re-transfer and re-assignment were references to respectively a transfer and assignment. 


 

	2.3	Nature of a Finance Party’s rights and obligations 

 Unless otherwise agreed by all the Finance Parties: 
  

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

  

	(b)	the rights of a Finance Party under the Finance Documents are separate and independent rights, and a debt arising under the Finance Documents to a Finance Party is a
separate and independent debt; a Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights. 


  
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	3.	PURPOSE 

  

	3.1	Loans 

 Each Loan may only be used in or
towards: 
  

	(a)	general corporate purposes of the Group (including (without limitation) the working capital requirements, financing the acquisition of assets or businesses, share
buy-backs or special dividend payments); and 

  

	(b)	refinancing: 

  

	 	(i)	Facility A in part as set out in paragraph 11 of Part A of Schedule 2 (Conditions precedent documents); and 


 

	 	(ii)	Facility B in full as set out in paragraph 10 of Part A of Schedule 2 (Conditions precedent documents). 


 

	3.2	No obligation to monitor 

 No Finance
Party is bound to monitor or verify the utilisation of the Facility. 
  

	4.	CONDITIONS PRECEDENT 

  

	4.1	Conditions precedent documents 

 A Request
may not be given until the Facility Agent has notified the Company and the Lenders that it has received all of the documents and evidence set out in Part A of Schedule 2 (Conditions precedent documents) in form and substance
satisfactory to the Facility Agent. The Facility Agent must give this notification as soon as reasonably practicable. 
  

	4.2	Further conditions precedent 

 The
obligations of each Lender to participate in any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Loan: 

 

	(a)	the Repeating Representations are correct in all material respects; and 

  

	(b)	no Event of Default and, in the case of a Loan other than a Rollover Loan, no Default, is outstanding or would result from the Loan. 


 

	4.3	Maximum number 

  

	(a)	Unless the Facility Agent agrees, a Request may not be given if, as a result, there would be more than 30 Loans outstanding. 


 

	(b)	Any Separate Loan or distinct Loan (which has the meaning given in Clause 6.4 (Revocation of currency)) shall not be taken into the account in this Subclause.



  
 Page 15










	5.	UTILISATION 

  

	5.1	Giving of Requests 

  

	(a)	A Borrower may borrow a Loan by giving to the Facility Agent a duly completed Request. 


 

	(b)	Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Request is 12.00 noon one Business Day before the Rate
Fixing Day for the proposed borrowing. 

  

	(c)	Each Request is irrevocable. 

  

	5.2	Completion of Requests 

 A Request will
not be regarded as having been duly completed unless: 
  

	(a)	it identifies the Borrower; 

  

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


 

	(c)	the proposed currency, amount and Term comply with this Agreement. 

 Only one Loan may be requested in a Request. 
  

	5.3	Amount of Loan 

  

	(a)	Unless agreed otherwise by the Facility Agent and except as provided below, the amount of the Loan must be a minimum of U.S.$10,000,000 and an integral multiple of
U.S.$1,000,000, or their equivalents in accordance with Clause 6 (Optional Currencies). 

  

	(b)	The amount of the Loan may also be the balance of the relevant undrawn Commitments in respect of the Facility or such other amount as the Facility Agent or the Lenders
may agree. 

  

	(c)	The amount of each Lender’s share of the Loan will be its Pro Rata Share on the proposed Utilisation Date. 


 

	5.4	Advance of Loan 

  

	(a)	The Facility Agent must promptly on the date that it receives a Request notify each Lender of the details of the requested Loan and the amount of its share in that
Loan. 

  

	(b)	No Lender is obliged to participate in a Loan if as a result: 

  

	 	(i)	its share in the Loans under the Facility would exceed its Commitment for that Facility; or 


 

	 	(ii)	the Loans would exceed the Total Commitments. 

  

	(c)	If the conditions set out in this Agreement have been met, each Lender must make its share in the Loan available to the Facility Agent for the relevant Borrower on the
Utilisation Date. 


  
 Page 16










	6.	OPTIONAL CURRENCIES 

  

	6.1	General 

 In this Clause: 

 

	(a)	Agent’s Dollar Rate of Exchange means the Facility Agent’s spot rate of exchange for the purchase of the relevant currency in the London foreign
exchange market with U.S. Dollars at or about 11.00 a.m. on a particular day. 

  

	(b)	Committed Currency means Sterling, euro and Swiss Francs. 

  

	(c)	Optional Currency means any currency (other than U.S. Dollars) in which a Loan may be denominated under this Agreement. 


 

	6.2	Selection 

  

	(a)	A Borrower must select the currency of a Loan, in the case of initial Utilisation in its Request. 


 

	(b)	The amount of a Loan requested in an Optional Currency other than a Committed Currency must be in a minimum amount of the equivalent of U.S.$10,000,000 and an integral
multiple of 1,000,000 units of that currency. 

  

	(c)	The amount of a Loan requested in a Committed Currency must be: 

  

	 	(i)	in the case of Sterling, £5,000,000 and an integral multiple of £1,000,000; 


 

	 	(ii)	in the case of euro, €10,000,000 and an integral multiple of €1,000,000; and 


 

	 	(iii)	in the case of Swiss Francs, CHF10,000,000 and an integral multiple of CHF1,000,000. 


 

	(d)	Unless the Facility Agent otherwise agrees, the Loans may not be denominated at any one time in more than 10 currencies. 


 

	6.3	Conditions relating to Optional Currencies 

  

	(a)	A Loan may be denominated in an Optional Currency for a Term if: 

  

	 	(i)	that Optional Currency is readily available in the amount required and freely convertible into U.S. Dollars in the London interbank market on the Rate Fixing Day and
the first day of that Term; or 

  

	 	(ii)	that Optional Currency is a Committed Currency or has been previously approved by the Facility Agent (acting on the instructions of all the Lenders).


  

	(b)	If the Facility Agent has received a request from the Company for a currency to be approved as an Optional Currency (other than a Committed Currency), the Facility
Agent must, within five Business Days, confirm to the Company: 

  

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

  

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


  
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	6.4	Revocation of currency 

  

	(a)	Notwithstanding any other term of this Agreement, if before 9.30 a.m. on any Rate Fixing Day the Facility Agent receives notice from a Lender that:


  

	 	(i)	the Optional Currency (other than a Committed Currency) requested is not readily available to it in the relevant interbank market in the amount and for the period
required; or 

  

	 	(ii)	participating in a Loan in the proposed Optional Currency might contravene any law or regulation applicable to it, 


the Facility Agent must give notice to the Company to that effect promptly and in any event before 11.00 a.m. on that day. 

 

	(b)	In this event: 

  

	 	(i)	that Lender must participate in a Loan in U.S. Dollars; and 

  

	 	(ii)	the share of that Lender in the Loan and any other similarly affected Lender(s) will be treated as a distinct Loan denominated in U.S. Dollars during that Term.


  

	(c)	Any part of a Loan treated as a distinct Loan under this Subclause will not be taken into account for the purposes of any limit on the number of Loans or currencies
outstanding at any one time. 

  

	(d)	A Loan will still be treated as a Rollover Loan if it is not denominated in the same currency as the maturing Loan by reason only of the operation of this Subclause.


  

	6.5	Optional Currency equivalents 

  

	(a)	The equivalent in U.S. Dollars of a Loan or part of a Loan in an Optional Currency for the purposes of calculating: 


 

	 	(i)	whether any limit under this Agreement has been exceeded; 

  

	 	(ii)	the amount of a Loan; 

  

	 	(iii)	the share of a Lender in a Loan; 

  

	 	(iv)	the amount of any repayment of a Loan; or 

  

	 	(v)	the undrawn amount of a Lender’s Commitment, 

 is its Dollar Amount. 
  

	(b)	The Dollar Amount of a Loan or part of a Loan means: 

  

	 	(i)	if the Loan is denominated in U.S. Dollars, its amount; or 

  

	 	(ii)	in the case of a Loan denominated in an Optional Currency, its equivalent in U.S. Dollars calculated on the basis of the Agent’s Dollar Rate of Exchange one
Business Day before the Rate Fixing Day for that Term. 

  

	6.6	Notification 

 The Facility Agent must
notify the Lenders and the Company of the relevant Dollar Amount (and the applicable Agent’s Dollar Rate of Exchange) promptly after they are ascertained. 

  
 Page 18









 7. REPAYMENT 
  

	(a)	Each Borrower must repay each Loan made to it in full on the last day of its Term. 


 

	(b)	Without prejudice to each Borrower’s obligation under paragraph (a) above, if one or more Loans are to be made available to a Borrower, provided that the
provisions of Clause 4.2 (Further conditions precedent) are satisfied in respect of those Loans: 

  

	 	(i)	on the same day that a maturing Loan is due to be repaid by that Borrower; 


 

	 	(ii)	in the same currency as the maturing Loan (unless it arose as a result of the operation of Subclause 6.4 (Revocation of a currency)); and


  

	 	(iii)	in whole or in part for the purpose of refinancing the maturing Loan; 

 the aggregate amount of the new Loans shall be treated as if applied in or towards repayment of the maturing Loan so that: 
  

	 	(A)	if the amount of the maturing Loan exceeds the aggregate amount of the new Loans: 


 

	 	(I)	the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and 


 

	 	(II)	each Lender’s participation (if any) in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that
Lender’s participation (if any) in the maturing Loan and that Lender will not be required to make its participation in the new Loans available in cash; and 


 

	 	(B)	if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans: 


 

	 	(I)	the relevant Borrower will not be required to make any payment in cash; and 


 

	 	(II)	each Lender will be required to make its participation in the new Loans available in cash only to the extent that its participation (if any) in the new Loans exceeds
that Lender’s participation (if any) in the maturing Loan and the remainder of that Lender’s participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that
Lender’s participation in the maturing Loan. 

  

	(c)	At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Loans then outstanding will be
automatically extended to the Final Maturity Date and will be treated as separate Loans (the Separate Loans) denominated in the currency in which the relevant participations are outstanding. 


 

	(d)	A Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving two Business Days’ prior notice to the Facility Agent. The Facility Agent will
forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Lender concerned as soon as practicable on receipt. 


  
 Page 19










	(e)	Interest in respect of a Separate Loan will accrue for successive Terms selected by the Borrower by the time and date specified by the Facility Agent (acting
reasonably) and will be payable by that Borrower to the Defaulting Lender on the last day of each Term of that Loan. 

  

	(f)	The terms of this Agreement relating to Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (d) to
(e) above, in which case those paragraphs shall prevail in respect of any Separate Loan. 

  

	8.	PREPAYMENT AND CANCELLATION 

  

	8.1	Mandatory prepayment - illegality 

  

	(a)	A Lender must notify the Company promptly if it becomes aware that it is unlawful in any jurisdiction for that Lender to perform any of its obligations under a Finance
Document or to fund or maintain its share in any Loan. 

  

	(b)	After notification under paragraph (a) above: 

  

	 	(i)	each Borrower must repay or prepay the share of that Lender in each Loan utilised by it on the date specified in paragraph (c) below; and 


 

	 	(ii)	the Commitments of that Lender will be immediately cancelled. 

  

	(c)	The date for repayment or prepayment of a Lender’s share in a Loan will be the earlier of: 


 

	 	(i)	the latest date allowed by law; and 

  

	 	(ii)	the last day of the current Term of that Loan. 

  

	8.2	Mandatory prepayment - change of control 

  

	(a)	The Company must promptly notify the Facility Agent if it becomes aware of any person or group of persons acting in concert which acquires control of the Company.


  

	(b)	After notification under paragraph (a) above, each Lender may by notice to the Company: 


 

	 	(i)	cancel its Commitments; and 

  

	 	(ii)	demand that its participation in all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents be immediately due and
payable. 

 Any such notice will take effect in accordance with its terms. 

 

	(c)	In paragraph (a) above: 

  

	 	(i)	control has the meaning given to it in section 450 of the Corporation Tax Act 2010; and 


 

	 	(ii)	acting in concert has the meaning given to it in the City Code on Takeovers and Mergers. 


 

	8.3	Mandatory prepayment - effectiveness of Finance Documents 

  

	(a)	Unless the Facility Agent has already been so notified by another Obligor, each Obligor must notify the Facility Agent promptly if either: 


 

	 	(i)	it is or becomes unlawful for any Obligor (other than the Company) to perform any of its obligations under the Finance Documents; or 


  
 Page 20










	 	(ii)	any Obligor (other than the Company) repudiates a Finance Document or purports to repudiate a Finance Document. 


 

	(b)	After notification under paragraph (a) above: 

  

	 	(i)	the Obligors must repay or prepay each Loan on the date specified in paragraph (c) below; and 


 

	 	(ii)	the Commitments will be immediately cancelled. 

  

	(c)	The date for repayment or prepayment of a Lender’s share in a Loan will be: 


 

	 	(i)	within three Business Days following receipt by the Company of notice from the Facility Agent; or 


 

	 	(ii)	if allowed by the relevant law, the last day of the current Term of that Loan. 


 

	8.4	Voluntary prepayment 

  

	(a)	The Company may, by giving not less than five Business Days’ prior notice to the Facility Agent, prepay (or ensure that another Borrower prepays) any Loan made to
the relevant Obligor at any time in whole or in part. 

  

	(b)	A prepayment of part of a Loan must be in a minimum amount of U.S.$5,000,000 (or its equivalent) and an integral multiple of U.S.$1,000,000 (or its equivalent).


  

	8.5	Automatic cancellation 

 The Commitment of
each Lender will be automatically cancelled at the close of business on the last day of the Availability Period. 
  

	8.6	Voluntary cancellation 

  

	(a)	The Company may, by giving not less than 5 Business Days’ prior notice to the Facility Agent, cancel the unutilised amount of the Commitments in whole or in part.


  

	(b)	Partial cancellation of the Commitments must be in a minimum amount of U.S.$5,000,000 and an integral multiple of U.S.$1,000,000. 


 

	(c)	Any cancellation in part will be applied against the Commitment of each Lender pro rata. 


 

	8.7	Involuntary prepayment and cancellation and replacement in relation to a single Lender 


 

	(a)	If the Company is, or will be, required to pay to a Lender a Tax Payment or an Increased Cost, the Company may, while the requirement continues, give notice to the
Facility Agent requesting prepayment and cancellation in respect of that Lender or give the Facility Agent notice of its intention to replace that Lender in accordance with paragraph (d) below. 


 

	(b)	After notification under paragraph (a) above: 

  

	 	(i)	each Borrower must repay or prepay that Lender’s share in each Loan drawn by that Borrower on the date specified in paragraph (c) below; and



  
 Page 21










	 	(ii)	the Commitments of that Lender will be immediately cancelled. 

  

	(c)	The date for repayment or prepayment of a Lender’s share in a Loan will be the last day of the current Term for that Loan or, if earlier, the date specified by the
Company in its notification. 

  

	(d)	The Company may, in the circumstances set out in paragraph (a) above, on five Business Days’ prior notice to the Facility Agent and that Lender, replace that
Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 28 (Changes to the Parties) all (and not part only) of its rights and obligations under this Agreement to a Lender or
other bank, financial institution, trust, fund or other entity selected by the Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 28 (Changes to the
Parties) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that
the Facility Agent has not given a notification under Subclause 28.14 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. 


 

	(e)	The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions: 


 

	 	(i)	the Company shall have no right to replace the Facility Agent; 

  

	 	(ii)	neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender; and 


 

	 	(iii)	in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance
Documents. 

  

	(f)	

  

	 	(i)	If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Facility Agent ten Business
Days’ notice of cancellation of the Available Commitment of that Lender. 

  

	 	(ii)	On the notice referred to in paragraph (i) above becoming effective, the Available Commitment of the Defaulting Lender shall immediately be reduced to zero.


  

	 	(iii)	The Facility Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders. 


 

	8.8	Reborrowing of Loans 

 Any voluntary
prepayment of a Loan may be reborrowed on the terms of this Agreement. Any mandatory or involuntary prepayment of a Loan may not be reborrowed. 
  

	8.9	Miscellaneous provisions 

  

	(a)	Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must specify the relevant date(s) and the affected Loans and Commitments. The
Facility Agent must notify the Lenders promptly of receipt of any such notice. 


  
 Page 22










	(b)	All prepayments under this Agreement must be made with accrued interest on the amount prepaid. No premium or penalty is payable in respect of any prepayment except for
Break Costs. 

  

	(c)	The Facility Agent may agree a shorter notice period for a voluntary prepayment or a voluntary cancellation. 


 

	(d)	No prepayment or cancellation is permitted except in accordance with the express terms of this Agreement. 


 

	(e)	Subject to Subclause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may subsequently be reinstated. 


 

	(f)	If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Subclause 4.2 (Further conditions precedent)), an
amount of the Commitments (equal to the Dollar Amount of the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (f) shall reduce the
Commitments of the Lenders rateably. 

  

	9.	INTEREST 

  

	9.1	Calculation of interest 

 The rate of
interest on each Loan for each Term is the percentage rate per annum equal to the aggregate of the applicable: 
  

	(a)	Margin; 

  

	(b)	LIBOR or (in the case of a Loan denominated in euro) EURIBOR; and 

  

	(c)	Mandatory Cost. 

  

	9.2	Payment of interest 

 Except where it is
provided to the contrary in this Agreement, each Borrower must pay accrued interest on each Loan made to it on the last day of each Term and also, if the Term is longer than six months, on the dates falling at six monthly intervals after the first
day of that Term. 
  

	9.3	Margin adjustments 

  

	(a)	The initial Margin will be 0.70 per cent. per annum. 

  

	(b)	Subject to the other provisions of this Subclause, the Margin will, from the delivery of a Compliance Certificate pursuant to Subclause 18.2 (Compliance
Certificate), be calculated by reference to the table below: 

  

			
	
                        Column
1
 Ratio of Consolidated Total Net Borrowings to

                
Consolidated EBITDA
	  	Column 2
Margin (per cent. per annum)
	 Less than or equal to 3.0:1 but greater than 2.25:1
	  	1.00
	 Less than or equal to 2.25:1 but greater than 1.5:1
	  	0.85
	 Less than or equal to 1.50:1
	  	0.70


  
 Page 23










	(c)	For so long as: 

  

	 	(i)	the Company is in default of its obligation under this Agreement to provide a Compliance Certificate; or 


 

	 	(ii)	an Event of Default is outstanding, 

  

	 	the	Margin will be the highest rate set out in paragraph (b) above. 

  

	(d)	Any change to the Margin under this Subclause will take effect in relation to a Loan on the second Business Day after delivery of the relevant Compliance Certificate.


  

	9.4	Interest on overdue amounts 

  

	(a)	If an Obligor fails to pay any amount payable by it under the Finance Documents, it must immediately on demand by the Facility Agent pay interest on the overdue amount
from its due date up to the date of actual payment, both before and after judgment. 

  

	(b)	Interest on an overdue amount is payable at a rate determined by the Facility Agent to be one per cent. per annum above the rate which would have been payable if the
overdue amount had, during the period of non payment, constituted a Loan under the Facility to which the overdue amount relates in the currency of the overdue amount. For this purpose, the Facility Agent may (acting reasonably):


  

	 	(i)	select successive Terms of any duration of up to three months; and 

  

	 	(ii)	determine the appropriate Rate Fixing Day for that Term. 

  

	(c)	Notwithstanding paragraph (b) above, if the overdue amount is a principal amount of a Loan and becomes due and payable prior to the last day of its current Term,
then: 

  

	 	(i)	the first Term for that overdue amount will be the unexpired portion of that Term; and 


 

	 	(ii)	the rate of interest on the overdue amount for that first Term will be one per cent. per annum above the rate then payable on that Loan. 


After the expiry of the first Term for that overdue amount, the rate on the overdue amount will be calculated in accordance with paragraph
(b) above. 
  

	(d)	Interest (if unpaid) on an overdue amount will be compounded with that overdue amount at the end of each of its Terms but will remain immediately due and payable.


  

	9.5	Notification of rates of interest 

 The
Facility Agent must promptly on the date determined notify each relevant Party of the determination of a rate of interest under this Agreement. 
  

	10.	TERMS 

  

	10.1	Selection of Terms 

  

	(a)	Each Loan has one Term only. 

  

	(b)	A Borrower must select the Term for a Loan in the relevant Request. 


  
 Page 24










	(c)	Subject to the following provisions of this Clause 10, each Term for a Loan will be four weeks, one month, two months, three months or six months or any other period
agreed by a Borrower (or the Company on its behalf) and the Lenders. 

  

	10.2	No overrunning the Final Maturity Date 


If a Term would otherwise overrun the relevant Final Maturity Date, it will be shortened so that it ends on the relevant Final Maturity Date. 

 

	10.3	Other adjustments 

 The Facility Agent and
the Company may enter into such other arrangements as they may agree for the adjustment of Terms and the consolidation and/or splitting of Loans. 
  

	10.4	Notification 

 The Facility Agent must
notify the relevant Borrower and the Lenders of the duration of each Term promptly after ascertaining its duration. 
  

	11.	MARKET DISRUPTION 

  

	11.1	Failure of a Reference Bank to supply a rate 

 If IBOR is to be calculated by reference to the Reference Banks but a Reference Bank does not supply a rate by 12.00 noon (local time) on a Rate Fixing Day, the applicable IBOR will, subject as provided
below, be calculated on the basis of the rates of the remaining Reference Banks. 
  

	11.2	Market disruption 

  

	(a)	In this Clause, each of the following events is a market disruption event: 


 

	 	(i)	IBOR is to be calculated by reference to the Reference Banks but no, or only one, Reference Bank supplies a rate by 12.00 noon (local time) on the Rate Fixing Day; or


  

	 	(ii)	the Facility Agent receives by close of business on the Rate Fixing Day notification from Lenders whose shares in the relevant Loan exceed 40 per cent. of that
Loan that the cost to them of obtaining matching deposits in the relevant interbank market is in excess of IBOR for the relevant Term. 

  

	(b)	The Facility Agent must promptly notify the Company and the Lenders of a market disruption event. 


 

	(c)	After notification under paragraph (b) above, the rate of interest on each Lender’s share in the affected Loan for the relevant Term will be the aggregate of
the applicable: 

  

	 	(i)	Margin; 

  

	 	(ii)	rate notified to the Facility Agent by that Lender as soon as practicable to be that which expresses as a percentage rate per annum the cost to that Lender of funding
its share in that Loan from whatever source it may reasonably select; and 

  

	 	(iii)	Mandatory Cost. 


  
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	11.3	Alternative basis of interest or funding 

  

	(a)	If a market disruption event occurs and the Facility Agent or the Company so requires, the Company and the Facility Agent must enter into negotiations in good faith for
a period of not more than thirty (30) days with a view to agreeing an alternative basis for determining the rate of interest and/or funding for the affected Loan and any future Loan. 


 

	(b)	Any alternative basis agreed will be, with the prior consent of all the Lenders, binding on all the Parties. 


 

	12.	TAXES 

  

	12.1	General 

 In this Clause: 

HMRC means Her Majesty’s Revenue & Customs. 
 Qualifying Lender means: 
  

	(a)	a Lender which is within the charge to U.K. corporation tax in respect of, and beneficially entitled to, any payment of interest on a Loan made by a person that was a
bank for the purpose of section 879 of the Income Tax Act 2007 (as currently defined in section 991 of the Income Tax Act 2007) at the time the Loan was made; or 


 

	(b)	a Treaty Lender. 

 Relevant Increase
Date means the date on which the increase in Total Commitments described in the relevant Increase Confirmation takes effect. 

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

Transfer Date has the meaning given to that term in Clause 28.1 (General). 
 Treaty Lender means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and which: 

 

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


 

	(b)	does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected;
and 

  

	(c)	meets all other conditions in the relevant Treaty for full exemption from Tax imposed by the UK on interest, except that for this purpose it shall be assumed that the
following are satisfied: 

  

	 	(i)	any condition which relates (expressly or by implication) to there not being a special relationship between the Borrower and a Lender or between both of them and
another person, or to the amounts or terms of any Loan or the Finance Documents; and 

  

	 	(ii)	any necessary procedural formalities. 


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

  
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	12.2	Tax gross up 

  

	(a)	Each Obligor must make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law.


  

	(b)	If: 

  

	 	(i)	a Lender is not, or ceases to be, a Qualifying Lender; or 


	 	(ii)	an Obligor or a Lender is aware that an Obligor must make a Tax Deduction (or that there is a change in the rate or the basis of a Tax Deduction),


 it must promptly notify the Facility Agent. The Facility Agent must then promptly notify the affected Parties.

  

	(c)	Except as provided below, if a Tax Deduction is required by law to be made by an Obligor or the Facility Agent, the amount of the payment due from the Obligor will be
increased to an amount which (after making the Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. 


 

	(d)	An Obligor is not required to make an increased payment under paragraph (c) above by reason of a Tax Deduction if on the date on which the payment falls due:


  

	 	(i)	the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a
Qualifying Lender in respect of that payment, unless the altered status results from any change after the later of the date of this Agreement or the date that such Lender becomes a party to this Agreement in (or in the interpretation,
administration, or application of) any law or double taxation agreement or any published practice or concession of any relevant taxing authority; or 

  

	 	(ii)	the Obligor is able to demonstrate that (subject to completion of any necessary formalities by the Borrower) the Tax Deduction would not have been made if the Lender
had complied with its obligations under paragraph (g) below. 

  

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

  

	(f)	Within thirty (30) days of making either a Tax Deduction or a payment required in connection with a Tax Deduction, the Obligor must deliver to the Facility Agent
for the relevant Finance Party entitled to the payment a statement under section 975 of the Income Tax Act 2007 or other evidence satisfactory to that Finance Party (acting reasonably) that the Tax Deduction has been made or (as applicable) the
appropriate payment has been paid to the relevant taxing authority. 

  

	(g)	

  

	 	(i)	Subject to paragraph (ii) below, a Lender must co operate with each Obligor in completing any procedural formalities necessary for that Obligor to obtain
authorisation to make that payment without a Tax Deduction; 

  

	 	(ii)	Nothing in paragraph (i) above shall require a Treaty Lender to: 

  

	 	(A)	register under the HMRC DT Treaty Passport scheme; 


  
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	 	(B)	apply the HMRC DT Treaty Passport scheme to any Loan if it has so registered; or 


 

	 	(C)	file Treaty forms if it has included an indication to the effect that it wants the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with
paragraph (h) below or paragraph (a) of Clause 12.5 (HMRC DT Treaty Passport scheme confirmation) and the Obligor making that payment has not complied with its obligations under paragraph (i) below or paragraph (b) of
Clause 12.5 (HMRC DT Treaty Passport scheme confirmation). 

  

	(h)	A Treaty Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which
wishes that scheme to apply to this Agreement, shall include an indication to that effect by including its scheme reference number and its jurisdiction of tax residence opposite its name in Schedule 1 (Original Lenders). 


 

	(i)	Where a Treaty Lender satisfies the requirements set out in paragraph (h) above: 


 

	 	(i)	the Company shall file a duly completed form DTTP2 in respect of such Treaty Lender with HMRC within thirty (30) days of the date of this Agreement and shall
promptly provide the Treaty Lender with a copy of that filing; and 

  

	 	(ii)	each Additional Borrower shall file a duly completed form DTTP2 in respect of such Treaty Lender with HMRC within thirty (30) days of becoming an Additional
Borrower and shall promptly provide the Treaty Lender with a copy of that filing. 

  

	12.3	Tax indemnity 

  

	(a)	Except as provided below, the Company must indemnify a Finance Party against any loss or liability which that Finance Party suffers, or has suffered, directly for or on
account of Tax in relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document. 

  

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

  

	 	(i)	any Tax assessed on a Finance Party if that Tax is imposed on or calculated by reference to the net income received or receivable by that Finance Party. However, any
payment deemed to be received or receivable, including any amount treated as income but not actually received by the Finance Party, such as a Tax Deduction, will not be treated as net income received or receivable for this purpose;


  

	 	(ii)	any Tax arising under, or attributable to the implementation or application of, or compliance with, the bank levy announced by the UK Government on 22 June 2010
and in respect of which draft legislation was published on 21 October 2010, or any levy or Tax of a similar nature imposed in, or by the government of, any jurisdiction, or any other law or regulation which implements such bank levy or any levy
or Tax of a similar nature imposed in, or by the government of, any jurisdiction, or any Tax imposed on a Finance Party by virtue of its status as a bank; or 


 

	 	(iii)	any amount compensated for under Subclause 12.2 (Tax gross-up) above, or which would have been compensated for under Subclause 12.2 (Tax gross-up) above
but for an exception to that Subclause. 

  

	(c)	A Finance Party making, or intending to make, a claim under paragraph (a) above must promptly notify the Company of the event which gives, or has given, rise to
the claim. 


  
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	12.4	Tax Credit 

  

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


 

	 	(i)	a Tax Credit is attributable to that Tax Payment; and 

  

	 	(ii)	the relevant Finance Party has used that Tax Credit,the Finance Party must pay an amount to the Obligor which that Finance Party determines will leave it (after that
payment) in the same after tax position as it would have been in if the Tax Payment had not been made by the Obligor. 

  

	(b)	If an Obligor makes a Tax Payment and the relevant Finance Party is a Treaty Lender, that Finance Party shall, in the ordinary course of its dealings with HMRC, take
reasonable steps to obtain from HMRC payment of any amounts to which it may be entitled under the terms of any applicable Treaty in respect of any Tax Deduction from payments to it under any Finance Document and that Finance Party shall pay to the
Obligor an amount equal to any such payment received from HMRC (after deducting any reasonable expenses incurred in obtaining it). 

  

	(c)	No Finance Party shall be obliged to take any such steps as a referred to in paragraph (b) above which may prejudice its right to obtain any other relief or
allowance otherwise available to it or to disclose to any party to a Finance Document any information regarding its Tax affairs and computations. 

  

	12.5	HMRC DT Treaty Passport scheme confirmation 

  

	(a)	A New Lender or Increase Lender that is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this
Agreement, shall include an indication to that effect in the Transfer Certificate or Increase Confirmation which it executes by including its scheme reference number and its jurisdiction of tax residence in that Transfer Certificate or Increase
Confirmation. 

  

	(b)	Where a New Lender or Increase Lender satisfies the requirements set out in Subclause 12.5(a): 


 

	 	(i)	each Borrower shall, if it is a Party as a Borrower as at the relevant Transfer Date or Relevant Increase Date, file a duly completed form DTTP2 in respect of such New
Lender or Increase Lender with HMRC within thirty (30) days of the date of the Transfer Date or Relevant Increase Date and shall promptly provide the New Lender or Increase Lender with a copy of that filing; and 


 

	 	(ii)	each Additional Borrower which becomes an Additional Borrower after the relevant Transfer Date or Relevant Increase Date shall file a duly completed form DTTP2 in
respect of such New Lender or Increase Lender with HMRC within thirty (30) days of becoming an Additional Borrower and shall promptly provide the New Lender or Increase Lender with a copy of that filing. 


 

	12.6	Lender Status Confirmation 

 Each Lender
which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Increase Confirmation which it executes on becoming a Party, which of the following categories it falls in: 

 

	(a)	not a Qualifying Lender; 


  
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	(b)	a Qualifying Lender (other than a Treaty Lender); or 

  

	(c)	a Treaty Lender. 

 If a New Lender fails to
indicate its status in accordance with this Subclause 12.6 then such New Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Facility Agent
which category applies (and the Facility Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Certificate shall not be invalidated by any failure of a Lender to comply with this Subclause 12.6.

  

	12.7	Stamp taxes 

 The Company must pay and
indemnify each Finance Party against any U.K. stamp duty, U.K. registration Tax or other similar U.K. Tax payable in connection with the entry into, performance or enforcement of any Finance Document, except for any such U.K. Tax payable in
connection with the entry into of a Transfer Certificate. 
  

	12.8	Value added taxes 

  

	(a)	Any amount (including costs and expenses) payable under a Finance Document by an Obligor is exclusive of any U.K. Tax (including U.K. value added tax) which might be
chargeable in connection with that amount. If any such U.K. Tax is chargeable and the Finance Party is required to account for such U.K. Tax, the Obligor must pay to the Finance Party (in addition to and at the same time as paying that amount) an
amount equal to the amount of that U.K. Tax. 

  

	(b)	The obligation of the Obligor under paragraph (a) above will be reduced to the extent that the Finance Party is entitled to repayment or a credit in respect of the
relevant U.K. Tax. 

  

	13.	INCREASED COSTS 

  

	13.1	Increased Costs 

 Except as provided below
in this Clause, the Company must pay to a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates as a result of: 
  

	(a)	the introduction of, or any change in, or any change in the interpretation or application of, any law or regulation; or 


 

	(b)	compliance with any law or regulation made after the date of this Agreement. 


 

	13.2	Exceptions 

 The Company need not make any
payment for an Increased Cost to the extent that the Increased Cost is: 
  

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

  


	(b)	compensated for under another Clause, or would have been but for an exception to that Clause other than (in the case of Clause 12.3(a)) Clause 12.3(b)(ii);


  

	(c)	a tax on the overall net income of a Finance Party or any of its Affiliates; 


 

	(d)	attributable to a Finance Party or its Affiliate wilfully or grossly negligently failing to comply with any law or regulation; 


  
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	(e)	not claimed in the manner set out in Subclause 13.3 (Claims); 

  

	(f)	attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised
Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (“Basel II”) or any other law or regulation which implements Basel II (whether such
implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates) (provided that if such Increased Costs attributable to Basel II are incurred as a result of the implementation or application of, or
compliance with, the Basel III Standards, this paragraph (f) shall not apply to the extent that such implementation, application or compliance differs from that which has been implemented or required already as at the date of this Agreement by
Basel II as determined without reference to the Basel III Standards). 

 For the avoidance of doubt, a Lender which
is not bound to comply with Basel II either at the date of this Agreement or as at the date of a claim under this Clause shall be entitled to make a claim for all Increased Costs incurred by it as a result of the implementation or application of, or
compliance with, the Basel III Standards (to the extent that such Lender is bound to comply with the Basel III Standards) without reference to paragraph (f) above. 
 In this paragraph (f) Basel III Standards means the Basel Committee on Banking Supervision’s (the Committee) finalised form of the proposals currently contained in
“Strengthening the Resilience of the Banking Sector” and “International Framework Risk Measurement, Standards and Monitoring” published by the Committee in December 2009 and any other finalised form of standards published by the
Committee which addresses such proposals. 
  

	13.3	Claims 

 A Finance Party intending to make
a claim for an Increased Cost must, within 180 days of becoming aware of the circumstances giving rise to such a claim, notify the Company in writing of such circumstances setting out in detail the basis of calculation of such a claim. 

 

	14.	MITIGATION 

  

	14.1	Mitigation 

  

	(a)	Each Finance Party must, in agreement with the Company, take all reasonable steps to mitigate any circumstances which arise and which result or would result in:


  

	 	(i)	any Tax Payment or any claim under Subclause 13.1 (Increased Costs) being payable to that Finance Party; or 


 

	 	(ii)	that Finance Party being able to exercise any right of prepayment and/or cancellation under this Agreement by reason of any illegality, 


including transferring its rights and obligations under the Finance Documents to an Affiliate or changing its Facility Office. 

 

	(b)	The Company must indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of any step taken by it under this
Subclause. 

  

	(c)	A Finance Party is not obliged to take any step under this Subclause if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.



  
 Page 31










	14.2	Conduct of business by a Finance Party 


Subject to Subclause 12.4(b) (Tax Credit), no term of this Agreement will: 

 

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


 

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

  

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


 

	15.	PAYMENTS 

  

	15.1	Place 

 Unless a Finance Document
specifies that payments under it are to be made in another manner, all payments by a Party (other than the Facility Agent) under the Finance Documents must be made to the Facility Agent to its account at such office or bank: 

 

	(a)	in the principal financial centre of the country of the relevant currency; or 


 

	(b)	in the case of euro, in the principal financial centre of a Participating Member State or London, 


as it may notify to that Party for this purpose by not less than five Business Days’ prior notice. 

 

	15.2	Funds 

 Payments under the Finance
Documents to the Facility Agent must be made for value on the due date at such times and in such funds as the Facility Agent may specify to the Party concerned as being customary at the time for the settlement of transactions in the relevant
currency in the place for payment. 
  

	15.3	Currency 

  

	(a)	Unless a Finance Document specifies that payments under it are to be made in a different manner, the currency of each amount payable under the Finance Documents is
determined under this Clause. 

  

	(b)	Interest is payable in the currency in which the relevant amount in respect of which it is payable is denominated. 


 

	(c)	A repayment or prepayment of any principal amount is payable in the currency in which that principal amount is denominated on its due date. 


 

	(d)	Amounts payable in respect of costs and expenses are payable in the currency in which they are incurred. 


 

	(e)	Each other amount payable under the Finance Documents is payable in U.S. Dollars. 


  
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	15.4	Distribution 

  

	(a)	Each payment received by the Facility Agent under the Finance Documents for another Party must, except as provided below, be made available by the Facility Agent to
that Party by payment (as soon as practicable after receipt) to its account with such office or bank: 

  

	 	(i)	in the principal financial centre of the country of the relevant currency; or 


 

	 	(ii)	in the case of euro, in the principal financial centre of a Participating Member State or London, 


as it may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice. 

 

	(b)	The Facility Agent may (with the consent and at the expense of the relevant Obligor) apply any amount received by it for an Obligor in or towards payment (as soon as
practicable after receipt) of any amount due from that Obligor under the Finance Documents or in or towards the purchase of any amount of any currency to be so applied. 


 

	(c)	Where a sum is paid to the Facility Agent under this Agreement for another Party, the Facility Agent is not obliged to pay that sum to that Party until it has
established that it has actually received it. However, the Facility Agent may assume that the sum has been paid to it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum had not
been made available, that Party must immediately on demand by the Facility Agent refund any corresponding amount made available to it together with interest on that amount from the date of payment to the date of receipt by the Facility Agent at a
rate calculated by the Facility Agent to reflect its cost of funds. 

  

	15.5	No set off or counterclaim 

 All payments
made by an Obligor under the Finance Documents must be made without set off or counterclaim. 
  

	15.6	Business Days 

  

	(a)	If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same
calendar month (if there is one) or the preceding Business Day (if there is not). 

  

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

  

	15.7	Impaired Agent 

  

	(a)	If, at any time, the Facility Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Facility
Agent in accordance with Subclause 15.1 (Place) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank and in relation to which no Insolvency Event
has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents. In each case
such payments must be made on the due date for payment under the Finance Documents. 


  
 Page 33










	(b)	All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their
respective entitlements. 

  

	(c)	A Party which has made a payment in accordance with this Subclause shall be discharged of the relevant payment obligation under the Finance Documents and shall not take
any credit risk with respect to the amounts standing to the credit of the trust account. 

  

	(d)	Promptly upon the appointment of a successor Facility Agent in accordance with Subclause 22.14 (Replacement of the Facility Agent), each Party which has made a
payment to a trust account in accordance with this Subclause shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Facility Agent for
distribution in accordance with Subclause 15.4 (Distribution). 

  

	15.8	Partial payments 

  

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

  

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


 

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


 

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


 

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


 

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


 

	(c)	This Subclause will override any appropriation made by an Obligor. 

  

	15.9	Timing of payments 

 If a Finance Document
does not provide for when a particular payment is due, that payment will be due within three Business Days of demand by the relevant Finance Party. 
  

	16.	GUARANTEE AND INDEMNITY 

  

	16.1	Guarantee and indemnity 

 Each Guarantor
jointly and severally (if there is more than one Guarantor) and irrevocably and unconditionally: 
  

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


 

	(b)	undertakes with each Finance Party that, whenever an Obligor does not pay any amount when due under any Finance Document, that Guarantor must immediately on demand by
the Facility Agent pay that amount as if it were the principal obligor; 


  
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	(c)	agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary
obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by
it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 16 if the amount claimed had been recoverable on the
basis of a guarantee; and 

  

	(d)	agrees that: 

  

	 	(i)	this is a guarantee of payment and not a guarantee of collection; 

  

	 	(ii)	its obligations under this guarantee are independent of the validity or enforceability of any or all of the obligations of any or all of the Obligors; and


  

	 	(iii)	a separate action may be brought and prosecuted against that Guarantor whether or not any action is brought against any or all of the Obligors.


  

	16.2	Continuing guarantee 

 This guarantee is a
continuing guarantee and will extend to the ultimate balance of all sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part. This guarantee will enure to the benefit of any New
Lender (as defined in Clause 28 (Changes to the Parties)) to which has been assigned or transferred (including by way of novation) any or all of the rights and/or obligation of a Lender under this Agreement. 

 

	16.3	Reinstatement 

 If any discharge, release
or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or
must be restored on insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 16 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

 16.4 Waiver of defences 
 The
obligations of each Guarantor under this Clause will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause (whether or not known to it or any Finance
Party). This includes: 
  

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

  

	(b)	any release of any person under the terms of any composition or arrangement; 


 

	(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 person; 

  

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


  

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


  
 Page 35










	(f)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other
document or security, including without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security; 


 

	(g)	any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Finance Document or any other document or security; or


  

	(h)	any insolvency or similar proceeding relating to any Obligor. 

  

	16.5	Guarantor intent 

 Without prejudice to
the generality of Subclause 16.4 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any
of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling
investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such
facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing. 
  

	16.6	Immediate recourse 

 Each Guarantor waives
any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other right or security or claim payment from any person before claiming from that Guarantor under this Clause.

  

	16.7	Appropriations 

 Until all amounts which
may be or become payable by the Obligors under the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may without affecting the liability of any Guarantor under this Clause: 

 

	(a)	refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of
those amounts; or 

  

	(b)	apply and enforce them in such manner and order as it sees fit (whether against those amounts or otherwise); and 


 

	(c)	hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of that Guarantor’s liability under this Clause.


  

	16.8	Non-competition 

 Unless: 

 

	(a)	all amounts which may be or become payable by the Obligors under the Finance Documents have been irrevocably paid in full; or 


 

	(b)	the Facility Agent otherwise directs, 


  
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 no Guarantor will, after a claim has been made or by virtue of any payment or performance by it under this
Clause: 
  

	 	(i)	be subrogated to any rights, security or moneys held, received or receivable by any Finance Party (or any trustee or agent on its behalf); 


 

	 	(ii)	be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of that Guarantor’s liability under this Clause;


  

	 	(iii)	claim, rank, prove or vote as a creditor of any Obligor or its estate in competition with any Finance Party (or any trustee or agent on its behalf); or


  

	 	(iv)	receive, claim or have the benefit of any payment, distribution or security from or on account of any Obligor, or exercise any right of set-off as against any Obligor.


 Each Guarantor must hold in trust for and immediately pay or transfer to the Facility Agent for the Finance Parties any payment
or distribution or benefit of security received by it contrary to this Clause or in accordance with any directions given by the Facility Agent under this Clause. 
  

	16.9	Additional security 

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

	17.	REPRESENTATIONS 

 17.1 Representations

 The representations set out in Clauses 17.2 to 17.12 are made by each Obligor or (if it so states) the Company to each Finance Party.

  

	17.2	Status 

  

	(a)	It is a limited liability company, duly incorporated and validly existing under the laws of its jurisdiction of incorporation. 


 

	(b)	It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted. 


 

	17.3	Powers and authority 

 It has the power to
enter into and perform, and has taken all necessary corporate action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party. 

 

	17.4	Legal validity 

 Subject to any general
principles of law limiting its obligations and referred to in any legal opinion required under this Agreement, each Finance Document to which it is a party is its legally binding, valid and enforceable obligation. 

 

	17.5	Non conflict 

 The entry into and
performance by it of the Finance Documents do not conflict with: 
  

	(a)	any law or regulation applicable to it; or 

  

	(b)	its constitutional documents; or 


  
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	(c)	at the date of this Agreement, any document which is binding upon it or any of its Material Subsidiaries or any of its or its Material Subsidiaries’ assets.


  

	17.6	No default 

  

	(a)	No Default (or, if made in relation to a Rollover Loan, no Event of Default) is outstanding or will result from the execution of, or the performance of any transaction
contemplated by, any Finance Document; and 

  

	(b)	no other event is outstanding which constitutes a default under any document which is binding on it or any of its Subsidiaries or any of its or its Subsidiaries’
assets to an extent or in a manner which is reasonably likely to have a Material Adverse Effect. 

  

	17.7	Authorisations 

 All authorisations
required by it in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Finance Documents have been or will have been by the date of delivery of the first Request, obtained or effected
(as appropriate) and are, or will be by the date of delivery of the first Request, in full force and effect. 
  

	17.8	Financial statements 

 In the case of each
Obligor which has provided audited consolidated financial statements pursuant to Subclause 18.1 (Financial statements), those financial statements most recently delivered to the Facility Agent (which, at the date of this Agreement, are the
Original Financial Statements): 
  

	(a)	have been prepared in accordance with accounting principles and practices generally accepted in its jurisdiction of incorporation, consistently applied; and


  

	(b)	give a true and fair view of its consolidated financial condition as at the date to which they were drawn up, 


except, in each case, as disclosed to the contrary in those financial statements. 

 

	17.9	No material adverse change 

 In the case
of the Company only, as at the date of this Agreement, there has been no material adverse change in its consolidated financial condition since the date to which the Original Financial Statements were drawn up which is likely to have a Material
Adverse Effect. 
  

	17.10	 Litigation 

 No litigation,
arbitration or administrative proceedings are current or, to its knowledge, pending or threatened in writing, which are reasonably likely to have a Material Adverse Effect. 

 

	17.11	 Information 

  

	(a)	All material factual information supplied by the Company to any Finance Party in writing was accurate in all material respects as at the date to which it was prepared;


  

	(b)	as at its date and to the best of its knowledge, the opinions, projections and forecasts supplied by the Company to any Finance Party and the assumptions on which they
were based were arrived at after due and careful consideration and genuinely represented its views; and 

  

	(c)	to the best of its knowledge there are no material facts or circumstances which have not been disclosed to the parties to this Agreement by the Company prior to the
date of this Agreement and which would make any of the information, opinions, projections, forecasts or assumptions supplied by the Company inaccurate or misleading in any material respect. 


  
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	17.12	 Times for making representations 

  

	(a)	The representations set out in this Clause are made on the date of this Agreement. 


 

	(b)	The representations in Subclauses 17.2 (Status) to 17.5(b) (Non-conflict) (inclusive) and 17.6 (No default) to 17.8 (Financial Statements)
(inclusive) are deemed to be repeated by: 

  

	 	(i)	each Additional Obligor and the Company on the date that Additional Obligor becomes an Obligor; and 


 

	 	(ii)	each Obligor on the date of each Request and the first day of each Term of a Loan. 


 

	(c)	When a representation is repeated, it is applied to the circumstances existing at the time of repetition. 


 

	18.	INFORMATION COVENANTS 

  

	18.1	 Financial statements 

  

	(a)	The Company must supply to the Facility Agent in sufficient copies for all the Lenders: 


 

	 	(i)	its audited consolidated financial statements for each of its financial years; 


 

	 	(ii)	if required to be produced by applicable law, the audited financial statements of each Obligor for each of its financial years; and 


 

	 	(iii)	its interim consolidated financial statements for the first half year of each of its financial years. 


 

	(b)	All financial statements must be supplied to the Facility Agent at the same time as they are dispatched by the Company to its shareholders following the end of the
relevant financial period. 

  

	18.2	 Compliance Certificate 

  

	(a)	The Company must supply to the Facility Agent a Compliance Certificate: 

  

	 	(i)	in the case of the Company’s audited consolidated financial statements, within 180 days; and 


 

	 	(ii)	in the case of the Company’s interim consolidated financial statements, within 120 days 


of the end of the relevant financial period. 
  

	(b)	A Compliance Certificate is a certificate substantially in the form of Schedule 8 setting out, among other things, calculations of the financial covenants.


  

	(c)	A Compliance Certificate must be signed by two authorised signatories of the Company. 


  
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	18.3	Form of financial statements 

  

	(a)	The Company must ensure that each set of financial statements supplied under this Agreement fairly represents the relevant Obligor’s financial condition
(consolidated or otherwise) as at the date to which those financial statements were drawn up. 

  

	(b)	The Company must notify the Facility Agent of any material change to the basis on which its audited consolidated financial statements are prepared.


  

	(c)	If requested by the Facility Agent, the Company must supply to the Facility Agent: 


 

	 	(i)	a full description of any change notified under paragraph (b) above; and 


 

	 	(ii)	sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the
changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement in so far as it impacts the financial covenants under Clause 19 (Financial Covenants). 


 

	(d)	If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be
made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority
Lenders, binding on all the Parties. 

  

	(e)	If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must ensure that its auditors certify those
amendments which would be necessary to place the Company and the Lenders in the same position as they would have been in if the change had not happened; the certificate of the auditors will be, in the absence of manifest error, binding on all the
Parties and the certified amendments shall be deemed to be incorporated into this Agreement. 

  

	18.4	Information - miscellaneous 

 The Company
must supply to the Facility Agent: 
  

	(a)	copies of all documents despatched by the Company to its shareholders (or any class of them) or its creditors generally at the same time as they are despatched;


  

	(b)	promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which: 


 

	 	(i)	are current, threatened in writing or pending; 

  

	 	(ii)	are reasonably likely to be adversely determined; and 

  

	 	(iii)	would, if adversely determined, have a Material Adverse Effect; 

  

	(c)	promptly on request, a list of the then current Material Subsidiaries. 

  

	18.5	“Know Your Customer” checks 

  

	(a)	 The Company shall promptly upon the request of the Facility Agent or any Lender supply, or procure the supply of, such documentation and other evidence
as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf 



  
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of any prospective new Lender) in order for the Facility Agent, such Lender or any prospective new Lender to carry out and be satisfied with the results of all necessary “know your
customer” or other checks in relation to any person that it is required to carry out pursuant to the transactions contemplated in the Finance Documents. 
  

	(b)	Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by
the Facility Agent (for itself) in order for the Facility Agent to carry out and be satisfied with the result of all necessary “know your customer” or other checks in relation to any person that it is required to carry out pursuant to the
transactions contemplated in the Finance Documents. 

  

	18.6	Notification of Default 

 Unless the
Facility Agent has already been so notified by another Obligor, each Obligor must notify the Facility Agent of any Event of Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence. 

 

	19.	FINANCIAL COVENANTS 

  

	19.1	Definitions 

 In this Clause: 

Consolidated Cash and Cash Equivalents means, at any time, the aggregate of the following: 

 

	(a)	cash in hand or on deposit with any Acceptable Bank, which, in either case, is not subject to any security interest and is readily remittable to the U.K or capable of
being applied against Consolidated Total Borrowings; 

  

	(b)	certificates of deposit, maturing within one year after the relevant date of calculation, issued by an Acceptable Bank; 


 

	(c)	any investment in marketable obligations issued or guaranteed by the government of the United States of America or the U.K. or by an instrumentality or agency of the
government of the United States of America or the U.K. having an equivalent credit rating; 

  

	(d)	any investment in debt instruments permitting cash withdrawals on not more than one month’s notice and which have a rating of A or higher by Standard and
Poor’s or Fitch or A2 or higher by Moody’s; 

  

	(e)	open market commercial paper: 

  

	 	(i)	for which a recognised trading market exists; 

  

	 	(ii)	issued in the United States of America or the U.K.; 

  

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

  


	 	(iv)	which has a credit rating of either A-1 by Standard & Poor’s or Fitch or P-1 by Moody’s, or, if no rating is available in respect of the commercial
paper or indebtedness, the issuer of which has, in respect of its long term debt obligations, an equivalent rating; 

  

	(f)	debt securities eligible for rediscount at the Bank of England and accepted by an Acceptable Bank; 


  
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	(g)	any cash deposited as collateral against any Consolidated Total Borrowings up to the maximum amount of those Consolidated Total Borrowings; or 


 

	(h)	any other instrument, security or investment approved by the Majority Lenders, 

 in each case, to which any member of the Group is beneficially entitled at that time and which is capable of being applied against Consolidated Total Borrowings. 

Any amount outstanding in a currency other than U.S. Dollars is to be taken into account at its Dollar equivalent calculated on the basis of: 

 

	(i)	the Agent’s Dollar Rate of Exchange; or 

  

	(ii)	if the amount is to be calculated on the last day of a financial period of the Company, the rate of exchange used by the Company in its financial statements for that
last day of the financial period. However, if by using this rate the Company does not comply with any term of this Clause 19, the Company may apply the average rate of exchange used by the Company in its financial statements for that period instead.


 Consolidated EBITA means Consolidated EBITDA for a Measurement Period adjusted by deducting depreciation.

 Consolidated EBITDA means the consolidated net pre-taxation profits of the Group for a Measurement Period, adjusted by:

  

	(a)	adding back Consolidated Net Interest Payable; 

  

	(b)	adding back any other finance costs included in consolidated net pre-taxation profits; 


 

	(c)	taking no account of any exceptional or extraordinary item; 

  

	(d)	adding back the profit and loss effect of any adjustment to the carrying value of inventory or any other asset or liability arising from purchase accounting
adjustments, to the extent that any such adjustment (in whole or part) is included in consolidated net pre-taxation profits; 

  

	(e)	adding back depreciation and amortisation; 

  

	(f)	adding back any charges in respect of share based payments; and 

  

	(g)	including the EBITDA (calculated on the same basis as Consolidated EBITDA, mutatis mutandis) of any member of the Group treated as held for sale.


 Consolidated Interest Payable means all interest and recurring financing charges including acceptance commission,
commitment fees (but excluding for the avoidance of doubt any one-off or up-front fees), the interest element of rental payments on finance or capital leases (whether, in each case, paid or payable) and any other finance costs having the nature of
interest included in consolidated pre-taxation profits, incurred by the Group in effecting, servicing or maintaining Consolidated Total Borrowings during a Measurement Period, after taking into account any amount relating to the current Measurement
Period in respect of any interest rate hedging transactions in respect of the Consolidated Total Borrowings whether or not designated as IAS 39 hedges. 
 Consolidated Net Interest Payable means Consolidated Interest Payable less all interest and financing charges received or receivable by the Group during the relevant Measurement Period.


  
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 Consolidated Total Borrowings means, in respect of the Group, at any time the aggregate of the
following: 
  

	(a)	the outstanding principal amount of any moneys borrowed; 

  

	(b)	the outstanding principal amount of any acceptance under any acceptance credit; 


 

	(c)	the outstanding principal amount of any bond, note, debenture, loan stock or other similar instrument; 


 

	(d)	the capitalised element of indebtedness under a finance or capital lease as defined in accordance with accounting principles applied in preparation of the Original
Financial Statements; 

  

	(e)	the outstanding principal amount of all moneys owing in connection with the sale or discounting of receivables (otherwise than on a non recourse basis);


  

	(f)	the outstanding principal amount of any indebtedness arising from any deferred payment agreements arranged primarily as a method of raising finance or financing the
acquisition of an asset; 

  

	(g)	any fixed or minimum premium due and payable on the repayment or redemption of any instrument referred to in paragraph (c) above; 


 

	(h)	the outstanding principal amount of any indebtedness arising in connection with any other transaction (including any forward sale or purchase agreement) which has the
commercial effect of a borrowing; 

  

	(i)	the outstanding principal amount of any indebtedness of any person who is not a member of the Group of a type referred to in paragraphs (a) to (h) above which
is the subject of a guarantee, indemnity or similar assurances against financial loss provided by a member of the Group; and 

  

	(j)	the value of any assets or liabilities arising from the mark-to-market valuation of any derivative financial instruments in respect of currency hedging on Consolidated
Total Borrowings which gives rise to balance sheet assets or liabilities. 

 Any amount outstanding in a currency
other than U.S. Dollars is to be taken into account at its Dollar equivalent calculated on the basis of: 
  

	 	(i)	the Agent’s Dollar Rate of Exchange; or 

  

	 	(ii)	if the amount is to be calculated on the last day of a financial period of the Company, the rate of exchange used by the Company in its financial statements for that
last day of the financial period. However, if by using this rate the Company does not comply with any term of this Clause 19, the Company may apply the average rate of exchange used by the Company in its financial statements for that period instead.


 Consolidated Total Net Borrowings means at any time Consolidated Total Borrowings less Consolidated Cash and Cash
Equivalents. 
 Measurement Period means a period of 12 months ending on a Testing Date. 

Testing Date means the last day of a financial year or financial half year of the Company. 

  
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	19.2	Interpretation 

  

	(a)	Except as provided to the contrary in this Agreement, an accounting definition used in this Clause is to be construed in accordance with the accounting principles
applied in accordance with the Original Financial Statements. 

  

	(b)	No item shall be credited or deducted more than once in any calculation under this Clause. 


 

	(c)	For the purpose of calculation of ‘Gearing’ pursuant to Subclause 19.3 (Gearing) only: 


 

	 	(i)	there shall be included in determining Consolidated EBITDA for any Measurement Period (including that portion thereof occurring prior to the relevant acquisition) the
EBITDA (calculated on the same basis as Consolidated EBITDA, mutatis mutandis) of any material person, property, business or fixed asset acquired by any member of the Group during such Measurement Period as if they were acquired as of the
first day of that Measurement Period; and 

  

	 	(ii)	there shall be excluded in determining Consolidated EBITDA for any Measurement Period the EBITDA (calculated on the same basis as Consolidated EBITDA, mutatis
mutandis) of any material person, property, business or fixed asset sold by any member of the Group during such Measurement Period (including that portion thereof occurring prior to the relevant disposal) as if they were disposed of as of the
first day of that Measurement Period. 

 For the avoidance of doubt, there shall be no corresponding adjustments to
Consolidated EBITA for the purposes of calculating ‘Interest Cover’ pursuant to Subclause 19.4 (Interest Cover). 
  

	19.3	Gearing 

 The Company must ensure that the
ratio of Consolidated Total Net Borrowings (as at each Testing Date) to Consolidated EBITDA (for the Measurement Period ending on that Testing Date) is not more than 3:1. 

 

	19.4	Interest cover 

 The Company must ensure
that on each Testing Date the ratio of Consolidated EBITA to Consolidated Net Interest Payable for the Measurement Period ending on that Testing Date is not less than 3:1. 

 

	20.	GENERAL COVENANTS 

  

	20.1	General 

 Each Obligor agrees to be bound
by the covenants set out in this Clause relating to it and, where the covenant is expressed to apply to each member or to specified members of the Group, each Obligor must ensure that each of its Subsidiaries to which the covenant relates performs
that covenant. 
  

	20.2	Authorisations 

 Each Obligor must
promptly obtain, maintain and comply with the terms of any authorisation required under any law or regulation to enable it to perform its obligations under, or for the validity or (subject to any general principles of law limiting its obligations
and referred to in any legal opinion required under this Agreement) enforceability of, any Finance Document. 

  
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	20.3	Compliance with laws 

 Each member of the
Group must comply in all respects with all regulations to which it is subject where failure to do so is reasonably likely to have a Material Adverse Effect. 
  

	20.4	Pari passu ranking 

 Each Obligor must
ensure that its payment obligations under the Finance Documents rank at least pari passu with all its other present and future unsecured payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

  

	20.5	Negative pledge 

  

	(a)	In this Subclause, Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest. 


 

	(b)	Except as provided below, no member of the Group may create or allow to exist any Security Interest on any of its assets. 


 

	(c)	Paragraph (b) does not apply to: 

  

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

  

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


 

	 	(iii)	any Security Interest on an asset, or an asset of any person, acquired by a member of the Group after the date of this Agreement to the extent that the principal amount
secured by that Security Interest has not been incurred or increased in contemplation of, or since, the acquisition; 

  

	 	(iv)	any Security Interest arising under any contract for the purchase of goods entered into in the normal course of trading; 


 

	 	(v)	any Security Interest over goods and products or over the documents of title or insurance policies relating to such goods and products, arising in the ordinary course
of trading in connection with letters of credit and similar transactions, provided such Security Interest secures only so much of the acquisition cost or selling price (and amounts incidental thereto) of these goods and products which is required to
be paid within 6 months after the date upon which the same was first incurred; 

  

	 	(vi)	set-off rights on market standard terms contained in any hedging agreement; 


 

	 	(vii)	set-off rights in the ordinary course of trading; 

  

	 	(viii)	any Security Interest created in substitution for any of the above Security Interests but only: 


 

	 	(A)	if the Security Interest is over the same asset; 

  

	 	(B)	if the principal amount secured by that Security Interest does not exceed the principal amount secured by the Security Interest which is replaced; and



  
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	 	(C)	if the Security Interest which is replaced was only permitted to be outstanding for a certain period of time, to the extent the new Security Interest is not outstanding
for any greater period; and 

  

	 	(ix)	any Security Interest securing indebtedness the amount of which (when aggregated with the amount of assets or receivables sold, transferred or disposed of under
paragraph (d) below) does not exceed 10 per cent. of the consolidated gross assets of the Group as shown in the most recent audited consolidated financial statements of the Company delivered to the Facility Agent pursuant to Subclause 18.1
(Financial statements) (being as at the date of this Agreement the Original Financial Statements). 

  

	(d)	No member of the Group may sell, transfer or otherwise dispose of any of its receivables on recourse terms, in circumstances where the transaction is entered into
primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset unless the amount of assets or receivables sold, transferred or disposed of under this paragraph (including any assets the subject of any such
arrangement on the date of this Agreement) (when aggregated with the amount of indebtedness secured under Subclause 20.5(c)(ix) above) does not exceed 10 per cent. of the consolidated gross assets of the Group as shown in the most recent
audited consolidated financial statements of the Company delivered to the Facility Agent pursuant to Subclause 18.1 (Financial statements) (being as at the date of this Agreement the Original Financial Statements). 


 

	20.6	Disposals 

  

	(a)	In this Subclause, disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly.


  

	(b)	Except as provided below, the Company will not, and will procure that no Subsidiary will, either in a single transaction or in a series of transactions and whether
related or not, dispose of all or any part of its assets. 

  

	(c)	Paragraph (b) does not apply to any disposal: 

  

	 	(i)	made in the ordinary course of business of the disposing entity; 

  

	 	(ii)	of assets which are exchanged within 180 days for other assets comparable or superior as to type, value and quality; 


 

	 	(iii)	by one company in the Group to another company in the Group; 

  

	 	(iv)	of machinery or plant at or nearly at the end of their useful life or period of depreciation; 


 

	 	(v)	of obsolete equipment owned by a member of the Group no longer required for the purposes of the business carried on by that member of the Group;


  

	 	(vi)	which would not be deemed to be a class 1 transaction under the Listing Rules of the Financial Services Authority or which would not require the approval of the
shareholders of the Company in general meeting; or 

  

	 	(vii)	the net proceeds of which are applied in permanent prepayment and cancellation of Loans. 


  
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	20.7	Financial Indebtedness 

  

	(a)	Except as provided below no member of the Group (other than the Company) may incur any Financial Indebtedness. 


 

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

  

	 	(i)	any Financial Indebtedness of any person acquired by a member of the Group which is incurred under arrangements in existence at the date of acquisition, but only for a
period of six months from the date of acquisition; 

  

	 	(ii)	any derivative transaction protecting against or benefiting from fluctuations in any rate or price entered into in the ordinary course of business;


  

	 	(iii)	the capital element of any liability under finance or capital leases up to a maximum amount not exceeding U.S.$50,000,000 (or the equivalent in any other currency) or
any higher amount which is approved in writing by the Facility Agent acting on the instructions of the Majority Lenders; 

  

	 	(iv)	foreign exchange, interest rate or similar hedging arrangements entered into only for the purposes of managing the interest rate and foreign exchange rates of the Group
and not for any speculative purpose or pursuant to any financial trading; 

  

	 	(v)	Financial Indebtedness incurred in favour of banks or other financial institutions as a result of netting or set off arrangements entered into by a member of the Group
in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances on accounts maintained with such banks or financial institutions but only to the extent that such Financial Indebtedness does not exceed the
amount of such credit balances; 

  

	 	(vi)	any Financial Indebtedness due under any Finance Document; or 

  

	 	(vii)	any other Financial Indebtedness which in aggregate does not exceed U.S.$250,000,000 or its equivalent at any time. 


 

	20.8	Change of business 

 The Company must
ensure that no material change is made to the general nature of the business of the Company or the Group from that carried on at the date of this Agreement. 
  

	20.9	Mergers 

 No Obligor may enter into any
amalgamation, demerger, merger or reconstruction otherwise than under an intra Group reorganisation on a solvent basis or other transaction agreed by the Majority Lenders. 

 

	20.10 	Environmental matters 

  

	(a)	In this Subclause: 


Environmental Approval means any authorisation required by an Environmental Law. 

Environmental Claim means any claim by any person in connection with: 

 

	 	(i)	a breach, or alleged breach, of an Environmental Law; 


  
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	 	(ii)	any accident, fire, explosion or other event of any type involving an emission or substance which is capable of causing harm to any living organism or the environment;
or 

  

	 	(iii)	any other environmental contamination, 

 which might result in any liability on any Party. 
 Environmental Law
means any law or regulation concerning: 
  

	 	(i)	the protection of health and safety; 

  

	 	(ii)	the environment; or 

  

	 	(iii)	any emission or substance which is capable of causing harm to any living organism or the environment. 


 

	(b)	Each member of the Group must comply with all Environmental Law and Environmental Approvals applicable to it if failure to do so is reasonably likely to have a Material
Adverse Effect. 

  

	(c)	Each Obligor must promptly upon becoming aware notify the Facility Agent of: 


 

	 	(i)	any Environmental Claim current or to its knowledge, pending or threatened in writing; or 


 

	 	(ii)	any circumstances reasonably likely to result in an Environmental Claim, 

 which is reasonably likely either to have a Material Adverse Effect or result in any liability for a Finance Party. 
  

	20.11 	Insurance 

 Each member of the Group must
(subject to market availability on reasonably commercial terms) insure its business and assets with insurance companies to such an extent and against such risks as companies engaged in a similar business normally insure. 

 

	21.	DEFAULT 

  

	21.1	Events of Default 

  

	(a)	Save for Clause 21.13 (Acceleration), each of the events set out in this Clause 21 is an Event of Default. 


 

	(b)	In this Clause 21: 


Material Group Member means an Obligor or a Material Subsidiary; and 

Permitted Transaction means: 
  

	 	(i)	an intra Group reorganisation of a Material Subsidiary on a solvent basis; or 


 

	 	(ii)	any other transaction agreed by the Majority Lenders. 


  
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	21.2	Non payment 

 An Obligor does not pay on
the due date any amount payable by it under the Finance Documents in the manner required under the Finance Documents, unless the non payment: 
  

	(a)	is caused by administrative or technical error; and 

  

	(b)	is remedied within three Business Days (in the case of principal amounts due under this Agreement) and within five Business Days (in the case of any other amount due
under this Agreement) of its due date. 

  

	21.3	Breach of other obligations 

  

	(a)	The Company does not comply with any term of Clause 19 (Financial covenants); or 


 

	(b)	an Obligor does not comply with any other term of the Finance Documents not already referred to in this Clause, unless the non compliance: 


 

	 	(i)	is capable of remedy; and 

  

	 	(ii)	is remedied within twenty Business Days of the earlier of the Facility Agent giving notice and the Obligor becoming aware of the non compliance.


  

	21.4	Misrepresentation 

 A representation made
or repeated by an Obligor in any Finance Document or in any document delivered by or on behalf of an Obligor under any Finance Document is incorrect in any material respect when made or deemed to be repeated unless the circumstances giving rise to
the misrepresentation: 
  

	(a)	are capable of remedy; and 

  

	(b)	are remedied within twenty Business Days of the earlier of the Facility Agent giving notice and the relevant Obligor becoming aware of the misrepresentation.


  

	21.5	Cross default 

 Any of the following
occurs in respect of a member of the Group: 
  

	(a)	any of its Financial Indebtedness is not paid when due (after the expiry of any originally applicable grace period); 


 

	(b)	any of its Financial Indebtedness: 

  

	 	(i)	becomes prematurely due and payable; or 

  

	 	(ii)	is placed on demand, 

 in each
case, as a result of an event of default; or 
  

	(c)	any commitment for its Financial Indebtedness is cancelled or suspended as a result of an event of default; 


 

	(d)	No Event of Default will occur under this Subclause 21.5 if: 


  
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	 	(i)	the Financial Indebtedness is of any person acquired by a member of the Group which is: 


 

	 	(A)	incurred under the arrangements in existence at the date of acquisition; and 


 

	 	(B)	the event of default in respect thereof is no longer outstanding after one month from the date of acquisition; 


or 
  

	 	(ii)	the aggregate amount of Financial Indebtedness falling within paragraphs (a) to (c) above is less than U.S.$30,000,000 or its equivalent.


  

	21.6	Insolvency 

 Any of the following occurs
in respect of a Material Group Member: 
  

	(a)	it is or is deemed for the purposes of Section 123 of the Insolvency Act 1986 (but as if the figure of £750 in paragraph (a) was replaced with the
figure of U.S.$10,000,000 (or its equivalent)) to be unable to pay its debts as they fall due; 

  

	(b)	it admits its inability to pay its debts as they fall due; 

  

	(c)	it suspends making payments on its debts generally or announces an intention to do so; 


 

	(d)	by reason of actual or anticipated financial difficulties, it begins negotiations with creditors generally or any class of them for the rescheduling of any of its
indebtedness; or 

  

	(e)	a moratorium is declared in respect of its indebtedness generally. 

  

	21.7	Insolvency proceedings 

  

	(a)	Except as provided below, any of the following occurs in respect of a Material Group Member: 


 

	 	(i)	any step is taken with a view to a composition, assignment or similar arrangement with its creditors generally; 


 

	 	(ii)	a meeting of it is convened for the purpose of considering any resolution for or to petition for its winding up, administration or dissolution or any such resolution is
passed; 

  

	 	(iii)	any person presents a petition for its bankruptcy, winding up, administration or dissolution; 


 

	 	(iv)	an order for its winding up, administration or dissolution is made; 

  

	 	(v)	any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer is appointed in
respect of it; 

  

	 	(vi)	its directors or other officers request the appointment of a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative
receiver, administrator or similar officer; or 

  

	 	(vii)	any other analogous step or procedure is taken in any jurisdiction. 


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

  

	 	(i)	any step or procedure which is part of a Permitted Transaction; or 

  

	 	(ii)	a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence and is discharged or struck out within fourteen days.


  

	21.8	Creditors’ process 

 Any attachment,
sequestration, distress, execution or analogous event affects any asset(s) of a Material Group Member, having an aggregate value of U.S.$10,000,000 (or its equivalent), and is not discharged within 21 days or is being contested in good faith to the
satisfaction of the Facility Agent acting reasonably. 
  

	21.9	Cessation of business 

 A Material Group
Member ceases, or threatens to cease, to carry on business except: 
  

	(a)	as part of a Permitted Transaction; or 

  

	(b)	as a result of any disposal allowed under this Agreement. 

  

	21.10 	Ownership 

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

	21.11 	Unlawfulness 

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

	21.12 	Repudiation 

 An Obligor repudiates a
Finance Document or purports to repudiate a Finance Document. 
  

	21.13 	Acceleration 

 If an Event of Default is
outstanding, the Facility Agent may, and must if so directed by the Majority Lenders, by notice to the Company: 
  

	(a)	cancel the Total Commitments; and/or 

  

	(b)	declare that all or part of any amounts outstanding under the Finance Documents are: 


 

	 	(i)	immediately due and payable; and/or 

  

	 	(ii)	payable on demand by the Facility Agent acting on the instructions of the Majority Lenders. 

 Any notice given under this Subclause will take effect in accordance with its terms. 

  
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	22.	THE ADMINISTRATIVE PARTIES 

  

	22.1	Appointment and duties of the Facility Agent 

  

	(a)	Each Finance Party (other than the Facility Agent) irrevocably appoints the Facility Agent to act as its agent under the Finance Documents. 


 

	(b)	Each Finance Party irrevocably authorises the Facility Agent to: 

  

	 	(i)	perform the duties and to exercise the rights, powers and discretions that are specifically given to it under the Finance Documents, together with any other incidental
rights, powers and discretions; and 

  

	 	(ii)	execute each Finance Document expressed to be executed by the Facility Agent. 


 

	(c)	The Facility Agent has only those duties which are expressly specified in the Finance Documents. Those duties are solely of a mechanical and administrative nature.


  

	22.2	Role of the Mandated Lead Arrangers 


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

	22.3	No fiduciary duties 

 Except as
specifically provided in a Finance Document, nothing in the Finance Documents makes an Administrative Party a trustee or fiduciary for any other Party or any other person. No Administrative Party need hold in trust any moneys paid to it for a Party
or be liable to account for interest on those moneys. 
  

	22.4	Individual position of an Administrative Party 

  

	(a)	If it is also a Lender, each Administrative Party has the same rights and powers under the Finance Documents as any other Lender and may exercise those rights and
powers as though it were not an Administrative Party. 

  

	(b)	Each Administrative Party may: 

  

	 	(i)	carry on any business with any Obligor or its related entities (including acting as an agent or a trustee for any other financing); and 


 

	 	(ii)	retain any profits or remuneration it receives under the Finance Documents or in relation to any other business it carries on with any Obligor or its related entities.


  

	22.5	Reliance, rights and discretions of the Facility Agent 

  

	(a)	The Facility Agent may: 

  

	 	(i)	rely on any notice or document believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person;


  

	 	(ii)	rely on any statement made by any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify;


  

	 	(iii)	engage, pay for and rely on professional advisers selected by it (including those representing a Party other than the Facility Agent); 


  
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	 	(iv)	act under the Finance Documents through its personnel and agents; 

  

	 	(v)	disclose to any other Party information it reasonably believes it has received as agent under this Agreement; 


 

	 	(vi)	disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the
Majority Lenders; and 

  

	 	(vii)	not disclose to any Finance Party any details of the rate notified to the Facility Agent by any Lender or the identity of any such Lender for the purpose of paragraph
(a)(ii) of Subclause 11.2 (Market disruption). 

  

	(b)	Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Mandated Lead Arrangers are obliged to do or omit to do
anything if it would or might in their reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. 


 

	22.6	Majority Lenders’ instructions 

  

	(a)	The Facility Agent is fully protected if it acts on the instructions of the Majority Lenders in the exercise of any right, power or discretion or any matter not
expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, the Facility Agent may act as it considers to be in the best interests of all
the Lenders. 

  

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

  

	(c)	The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may
incur in complying with the instructions of the Majority Lenders. 

  

	22.7	Responsibility 

  

	(a)	No Administrative Party is responsible to any other Finance Party for the adequacy, accuracy or completeness of: 


 

	 	(i)	any Finance Document or any other document; or 

  

	 	(ii)	any statement or information (whether written or oral) made in or supplied in connection with any Finance Document. 


 

	(b)	No Administrative Party is responsible for any determination as to whether any information provided or to be provided to any Finance Party is non-public information the
use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise. 

  

	(c)	Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms that
it: 

  

	 	(i)	 has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including
the financial 



  
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condition and affairs of each Obligor and its related entities and the nature and extent of any recourse against any Party or its assets); and 



 

	 	(ii)	has not relied exclusively on any information provided to it by any Administrative Party in connection with any Finance Document. 


 

	22.8	Exclusion of liability 

  

	(a)	The Facility Agent is not liable to any other Finance Party for any action taken or not taken by it in connection with any Finance Document, unless directly caused by
its gross negligence or wilful misconduct. 

  

	(b)	No Party (other than the Facility Agent) may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have
against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in connection with any Finance Document. Any officer, employee or agent of the Facility Agent may rely on this Subclause and enforce its
terms under the Contracts (Rights of Third Parties) Act 1999. 

  

	22.9	Default 

  

	(a)	The Facility Agent is not obliged to monitor or enquire whether a Default has occurred. The Facility Agent is not deemed to have knowledge of the occurrence of a
Default. 

  

	(b)	If the Facility Agent: 

  

	 	(i)	receives notice from a Party referring to this Agreement, describing a Default and stating that the event is a Default; or 


 

	 	(ii)	is aware of the non payment of any principal or interest or any fee payable to a Lender under this Agreement, 


it must promptly notify the Lenders. 
  

	22.10 	Information 

  

	(a)	Subject to paragraph (b) below, the Facility Agent must promptly forward to the person concerned the original or a copy of any document which is delivered to the
Facility Agent by a Party for that person. 

  

	(b)	Without prejudice to Subclause 28.12 (Copy of Transfer Certificate or Increase Confirmation to the Company), paragraph (a) above shall not apply to any
Transfer Certificate or Increase Confirmation. 

  

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

  

	(d)	Except as provided above, the Facility Agent has no duty: 

  

	 	(i)	either initially or on a continuing basis to provide any Lender with any credit or other information concerning the risks arising under or in connection with the
Finance Documents (including any information relating to the financial condition or affairs of any Obligor or its related entities or the nature or extent of recourse against any Party or its assets) whether coming into its possession before, on or
after the date of this Agreement; or 


  
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	 	(ii)	unless specifically requested to do so by a Lender in accordance with a Finance Document, to request any certificate or other document from any Obligor.


  

	(e)	In acting as the Facility Agent, the agency division of the Facility Agent is treated as a separate entity from its other divisions and departments. Any information
acquired by the Facility Agent which, in its opinion, is acquired by it otherwise than in its capacity as the Facility Agent may be treated as confidential by the Facility Agent and will not be treated as information possessed by the Facility Agent
in its capacity as such. 

  

	(f)	Each Obligor irrevocably authorises the Facility Agent to disclose to the other Finance Parties any information which, in its opinion, is received by it in its capacity
as the Facility Agent. 

  

	22.11 	Indemnities 

  

	(a)	Without limiting the liability of any Obligor under the Finance Documents, each Lender must indemnify the Facility Agent for that Lender’s Pro Rata Share of any
loss or liability incurred by the Facility Agent in acting as the Facility Agent, except to the extent that the loss or liability is caused by the Facility Agent’s gross negligence or wilful misconduct. 


 

	(b)	The Facility Agent may deduct from any amount received by it for a Lender any amount due to the Facility Agent from that Lender under a Finance Document but unpaid.


  

	22.12 	Compliance 

 The Facility Agent may
refrain from doing anything (including the disclosure of any information) which might, in its opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its opinion, is
necessary or desirable to comply with any law or regulation. 
  

	22.13 	Resignation of the Facility Agent 

  

	(a)	The Facility Agent may resign and appoint any of its Affiliates as successor Facility Agent by giving notice to the Lenders and the Company. 


 

	(b)	Alternatively, the Facility Agent may resign by giving notice to the Lenders and the Company, in which case the Majority Lenders may appoint a successor Facility Agent.


  

	(c)	If no successor Facility Agent has been appointed under paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent may appoint a
successor Facility Agent. 

  

	(d)	The person(s) appointing a successor Facility Agent must, if practicable, consult with the Company prior to the appointment for a period of not less than 30 days. Any
successor Facility Agent must have an office in the U.K. 

  

	(e)	The resignation of the Facility Agent and the appointment of any successor Facility Agent will both become effective only when the successor Facility Agent notifies all
the Parties that it accepts its appointment. On giving the notification, the successor Facility Agent will succeed to the position of the Facility Agent and the term Facility Agent will mean the successor Facility Agent. 


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

  

	(g)	Upon its resignation becoming effective, this Clause will continue to benefit the retiring Facility Agent in respect of any action taken or not taken by it in
connection with the Finance Documents while it was the Facility Agent, and, subject to paragraph (f) above, it will have no further obligations under any Finance Document. 


 

	(h)	The Majority Lenders may, by notice to the Facility Agent, require it to resign under paragraph (b) above. 


 

	(i)	The Facility Agent may not resign or be required to resign unless at the same time as the resignation takes effect, the same successor agent becomes Facility Agent and
facility agent under the Existing Facility Agreement. 

  

	(j)	The Facility Agent agrees that it will not resign as facility agent under the Existing Facility Agreement unless at the same time as its resignation takes effect, the
same successor agent becomes Facility Agent and facility agent under the Existing Facility Agreement. 

  

	22.14 	Replacement of the Facility Agent 

  

	(a)	After consultation with the Company, the Majority Lenders may, by giving 30 days’ notice to the Facility Agent (or, at any time the Facility Agent is an Impaired
Agent, by giving any shorter notice determined by the Majority Lenders) replace the Facility Agent by appointing a successor Facility Agent (acting through an office in the United Kingdom). 


 

	(b)	The retiring Facility Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Facility
Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. 


 

	(c)	The appointment of the successor Facility Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Facility Agent. As from
this date, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause (and any agency fees for the account of the retiring Facility Agent
shall cease to accrue from (and shall be payable on) that date). 

  

	(d)	Any successor Facility Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had
been an original Party. 

  

	22.15 	Relationship with Lenders 

  

	(a)	Subject to Subclause 28.14 (Pro rata Interest Settlement), the Facility Agent may treat the person shown in its records as Lender at the opening of business (in
the place of the Facility Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office: 


 

	 	(i)	entitled to or liable for any payment due under any Finance Document on that day; and 


  
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	 	(ii)	entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on
that day, 

 unless it has received not less than five Business Days’ prior notice from that Lender to the
contrary in accordance with the terms of this Agreement. 
  

	(b)	The Facility Agent may at any time, and must if requested to do so by the Majority Lenders, convene a meeting of the Lenders. 


 

	(c)	The Facility Agent, acting for this purpose solely as an agent of the Company, must keep a register (the Register) of all the Parties and supply the
Company with a copy of the Register on request. The Register will include each Lender’s Facility Office(s) and contact details for the purposes of this agreement. The Register shall be available for inspection by any Borrower, at any reasonable
time and from time to time upon reasonable prior notice. The right to the principal of, and interest on, the Loans may be transferred or assigned only if such transfer or assignment is recorded in the Register. 


 

	(d)	Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched
to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Subclause 34.5 (Electronic communication)) electronic mail
address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of
a substitute address, fax number, electronic mail address, department and officer by that Lender for the purposes of Subclause 34.2 (Contact details) and paragraph (a)(iii) of Subclause 34.5 (Electronic communication) and the Facility
Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender. 


 

	22.16 	Notice period 

 Where this Agreement
specifies a minimum period of notice to be given to the Facility Agent, the Facility Agent may, at its discretion, accept a shorter notice period. 
  

	23.	EVIDENCE AND CALCULATIONS 

  

	23.1	Accounts 

 Accounts maintained by a
Finance Party in connection with this Agreement are prima facie evidence of the matters to which they relate for the purpose of any litigation or arbitration proceedings. 

 

	23.2	Certificates and determinations 

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

 

	23.3	Calculations 

 Any interest or fee
accruing under this Agreement accrues from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 or 365 days or otherwise, depending on what the Facility Agent determines is market practice. 

  
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	24.	FEES 

  

	24.1	Facility Agent’s fee 

 The Company
must pay to the Facility Agent for its own account an agency fee in the manner agreed in the Fee Letter between the Facility Agent and the Company. 
  

	24.2	Arrangement fee and participation fee 


The Company must pay to the Mandated Lead Arrangers for their own account an arrangement fee and a participation fee in the manner agreed in the Fee
Letter between the Mandated Lead Arrangers and the Company. 
  

	24.3	Commitment fee 

  

	(a)	The Company must pay to the Facility Agent (for the account of each Lender) a commitment fee computed at the rate of 35 per cent. of the applicable Margin on that
Lender’s Available Commitment on each day during the Availability Period. 

  

	(b)	Accrued commitment fee is payable quarterly in arrear. Accrued commitment fee is also payable to the Facility Agent for the account of a Lender on the date its
Commitment is cancelled in full. 

  

	(c)	No commitment fee is payable to the Facility Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a
Defaulting Lender. 

  

	24.4	Utilisation Fee 

  

	(a)	The Company shall pay to the Facility Agent for distribution to each of the Lenders pro rata to the proportion its Commitment bears to the Total Commitments from time
to time a utilisation fee computed by reference to the table below: 

  

					
	                 Column 1

Utilisation of Total Commitments
	  	Column 2
Fee (per cent. per annum)	 
	 Less than or equal to 50%
	  	 	Nil	  
	 Less than or equal to 75% but greater than 50%
	  	 	0.20	  
	 Greater than 75%
	  	 	0.40	  

  

	(b)	Utilisation fee is payable on the amount of each Lender’s share in the Utilisations. 


 

	(c)	Utilisation fee is calculated and accrues on a daily basis and is payable quarterly in arrear. 


 

	25.	INDEMNITIES AND BREAK COSTS 

  

	25.1	Currency indemnity 

  

	(a)	The Company shall, as an independent obligation, indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of:


  

	 	(i)	that Finance Party receiving an amount in respect of an Obligor’s liability under the Finance Documents; or 


  
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	 	(ii)	that liability being converted into a claim, proof, judgment or order, 

 in a currency other than the currency in which the amount is expressed to be payable under the relevant Finance Document. 
  

	(b)	Unless otherwise required by law, each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than
that in which it is expressed to be payable. 

  

	25.2	Other indemnities 

  

	(a)	The Company must indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of: 


 

	 	(i)	the occurrence of any Event of Default; 

  

	 	(ii)	any failure by an Obligor to pay any amount due under a Finance Document on its due date, including any resulting from any distribution or redistribution of any amount
among the Lenders under this Agreement; 

  

	 	(iii)	(other than by reason of negligence or default by that Finance Party) a Loan not being made after a Request has been delivered for that Loan; or


  

	 	(iv)	a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment. 

 The Company’s liability in each case includes any loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under any Finance Document, any amount repaid or
prepaid or any Loan. 
  

	(b)	The Company must indemnify the Facility Agent against any loss or liability incurred by the Facility Agent as a result of: 


 

	 	(i)	investigating any event which the Facility Agent reasonably believes to be a Default; or 


 

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


 

	25.3	Break Costs 

  

	(a)	Each Borrower must pay to each Lender its Break Costs. 

  

	(b)	Break Costs are the amount (if any) determined by the relevant Lender by which: 


 

	 	(i)	the interest which that Lender would have received for the period from the date of receipt of any part of its share in a Loan or an overdue amount to the last day of
the applicable Term for that Loan or overdue amount if the principal or overdue amount received had been paid on the last day of that Term; 

 exceeds 

  
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	 	(ii)	the amount which that Lender would be able to obtain by placing an amount equal to the amount received by it on deposit with a leading bank in the appropriate interbank
market for a period starting on the Business Day following receipt and ending on the last day of the applicable Term. 

  

	(c)	Each Lender must supply to the Facility Agent for the relevant Borrower details of the amount of any Break Costs claimed by it under this Subclause.


  

	26.	EXPENSES 

  

	26.1	Subsequent costs 

 The Company must pay to
the Facility Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with: 
  

	(a)	the negotiation, preparation, printing and execution of any Finance Document (other than a Transfer Certificate) executed after the date of this Agreement; and


  

	(b)	any amendment, waiver or consent requested by or on behalf of any Obligor or specifically allowed by this Agreement. 


 

	26.2	Enforcement costs 

 The Company must pay
to each Finance Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document. 

 

	27.	AMENDMENTS AND WAIVERS 

  

	27.1	Procedure 

  

	(a)	Except as provided in this Clause, any term of the Finance Documents may be amended or waived with the agreement of the Company and the Majority Lenders. The Facility
Agent may effect, on behalf of any Finance Party, an amendment or waiver allowed under this Clause. 

  

	(b)	The Facility Agent must promptly notify the other Parties of any amendment or waiver effected by it under paragraph (a) above. Any such amendment or waiver is
binding on all the Parties. 

  

	27.2	Exceptions 

  

	(a)	An amendment or waiver which relates to: 

  

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


 

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


 

	 	(iii)	a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fee or other amount payable to a Lender under the Finance Documents;


  

	 	(iv)	an increase in, or an extension of, a Commitment; 


  
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	 	(v)	a release of an Obligor otherwise than in accordance with Subclause 28.8 (Resignation of an Obligor (other than the Company)) or as a result of a disposal
permitted under Subclause 20.6 (Disposals); 

  

	 	(vi)	a term of a Finance Document which expressly requires the consent of each Lender; 


 

	 	(vii)	the right of a Lender to assign or transfer its rights or obligations under the Finance Documents; or 


 

	 	(viii)	this Clause, 

  

	 	may	only be made with the consent of all the Lenders. 

  

	(b)	An amendment or waiver which relates to the rights or obligations of an Administrative Party may only be made with the consent of that Administrative Party.


  

	27.3	Disenfranchisement of Defaulting Lenders 

  

	(a)	For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of
doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available
Commitments. 

  

	(b)	If a Defaulting Lender fails to respond to a request for a consent, waiver, amendment or other vote under the Finance Documents or any other vote of the Lenders under
the terms of this Agreement within ten Business Days in relation to consents, waivers, amendments or votes which require Majority Lender consent, and within fifteen Business Days in relation to consents, waivers, amendments or votes which require
all Lender consent (unless the Company and the Facility Agent agree to a longer time period) of that request being made, its Commitment and/or participation shall not be included for the purpose of calculating the Total Commitments or participations
under the Facility when ascertaining whether any relevant percentage of Total Commitments and/or participations has been obtained to approve that request. 

  


	(c)	For the purposes of this Subclause, the Facility Agent may assume that the following Lenders are Defaulting Lenders: 


 

	 	(i)	any Lender which has notified the Facility Agent that it has become a Defaulting Lender; 


 

	 	(ii)	any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of Defaulting
Lender has occurred, 

 unless it has received notice to the contrary from the Lender concerned or the Facility
Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender. 
  

	27.4	Replacement of a Defaulting Lender 

  

	(a)	The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving five Business Days’ prior written notice to the Facility Agent
and such Lender: 

  

	 	(i)	replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 28 (Changes to the Parties)
all (and not part only) of its rights and obligations under this Agreement; or 


  
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	 	(ii)	require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 28 (Changes to the Parties) all (and not part only) of
the undrawn Commitment of the Lender, 

 to a Lender or other bank, financial institution, trust, fund or other
entity (a Replacement Lender) selected by the Company, and which (unless the Facility Agent is an Impaired Agent) is acceptable to the Facility Agent (acting reasonably) and which confirms its willingness to assume and does assume all
the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a
purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest, Break Costs and other amounts payable in relation thereto
under the Finance Documents. 
  

	(b)	Any transfer of rights and obligations of a Defaulting Lender pursuant to this Subclause shall be subject to the following conditions: 


 

	 	(i)	the Company shall have no right to replace the Facility Agent; 

  

	 	(ii)	neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender; 


 

	 	(iii)	the transfer must take place no later than 30 days after the notice referred to in paragraph (a) above; and 


 

	 	(iv)	in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the
Finance Documents. 

  

	27.5	Change of currency 

 If a change in any
currency of a country occurs (including where there is more than one currency or currency unit recognised at the same time as the lawful currency of a country), this Agreement will be amended to the extent the Facility Agent (acting reasonably and
after consultation with the Company) determines is necessary to reflect the change. 
  

	27.6	Waivers and remedies cumulative 

 The
rights of each Finance Party under the Finance Documents: 
  

	(a)	may be exercised as often as necessary; 

  

	(b)	are cumulative and not exclusive of its rights under the general law; and 

  


	(c)	may be waived only in writing and specifically. 


Delay in exercising or non exercise of any right is not a waiver of that right. 

  
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	28.	CHANGES TO THE PARTIES 

  

	28.1	General 

 In this Clause: 

Transfer Date means, for a Transfer Certificate, the later of: 

 

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

  

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

  


	28.2	Assignments and transfers by Obligors 

 No
Obligor may assign or transfer any of its rights and obligations under the Finance Documents without the prior consent of all the Lenders. 
  

	28.3	Assignments and transfers by Lenders 

  

	(a)	A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time assign or transfer (including by way of novation)
any of its rights and obligations under this Agreement to another bank or financial institution or to a trust, fund or other entity regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other
financial assets which: 

  

	 	(i)	is a Qualifying Lender, as defined in Subclause 12.1 (General) (the New Lender); and 


 

	 	(ii)	has a minimum of two credit ratings of either ‘A-’ or better by Standard & Poor’s, A3 or better by Moody’s or a comparable rating from a
nationally recognised credit rating agency for its longer term debt obligations. 

  

	(b)	A transfer of part of a Commitment must be in a minimum amount of at least U.S.$20,000,000 and an integral multiple of U.S.$5,000,000. 


 

	(c)	Unless an Event of Default has occurred which is outstanding, the consent of the Company is required for any assignment or transfer unless the New Lender is another
Lender or an Affiliate of a Lender that is a bank or financial institution. The consent of the Company must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten Business Days after the Company is given
notice of the request unless it is expressly refused by the Company within that time. 

  

	(d)	A transfer of obligations will be effective only if either: 

  

	 	(i)	the obligations are novated in accordance with the following provisions of this Clause; or 


 

	 	(ii)	the New Lender confirms to the Facility Agent and the Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement
as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender. 


 

	(e)	Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs,
a fee of U.S.$4,000. 


  
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	(f)	Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement.


  

	(g)	Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf
any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and
that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. 

  

	28.4	Procedure for transfer by way of novations 

  

	(a)	A novation is effected if the Existing Lender and the New Lender deliver to the Facility Agent a duly completed Transfer Certificate and the Facility Agent executes it.


  

	(b)	The Facility Agent must execute as soon as reasonably practicable a Transfer Certificate delivered to it and which appears on its face to be in order.


  

	(c)	Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to execute any duly completed Transfer Certificate on its
behalf. 

  

	(d)	Subject to Subclause 28.14 (Pro rata interest settlement), on the Transfer Date: 


 

	 	(i)	the New Lender will assume the rights and obligations of the Existing Lender expressed to be the subject of the novation in the Transfer Certificate in substitution for
the Existing Lender; and 

  

	 	(ii)	the Existing Lender will be released from those obligations and cease to have those rights. 


 

	28.5	Limitation of responsibility of Existing Lender 

  

	(a)	Unless expressly agreed to the contrary, an Existing Lender is not responsible to a New Lender for the legality, validity, adequacy, accuracy, completeness or
performance of: 

  

	 	(i)	any Finance Document or any other document; or 

  

	 	(ii)	any statement or information (whether written or oral) made in or supplied in connection with any Finance Document, 


and any representations or warranties implied by law are excluded. 

 

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


 

	 	(i)	has made, and will continue to make, its own independent appraisal of the financial condition and affairs of each Obligor and its related entities in connection with
its participation in this Agreement; and 

  

	 	(ii)	has not relied exclusively on any information supplied to it by the Existing Lender in connection with any Finance Document. 


 

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

  

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


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


  

	28.6	Costs resulting from change of Lender or Facility Office 

 If: 
  

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


 

	(b)	as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to pay a Tax Payment or an Increased Cost,


 then the Obligor need only pay that Tax Payment or Increased Cost to the same extent that it would have been obliged to if no
assignment, transfer or change had occurred, except that this paragraph shall not apply: 
  

	 	(i)	if the assignment, transfer or change is made by a Lender to mitigate any circumstances giving rise to the Tax Payment, Increased Cost or right to be prepaid and/or
cancelled by reason of illegality; or 

  

	 	(ii)	in respect of a Tax Payment, if a Treaty Lender has included an indication to the effect that it wished the HMRC DT Treaty Passport scheme to apply to this Agreement in
accordance with paragraph (a) of Clause 12.5 (HMRC DT Treaty Passport scheme confirmation) and the Obligor making the Tax Payment has not complied with its obligations under paragraph (b) of Clause 12.5 (HMRC DT Treaty Passport
scheme confirmation). 

  

	28.7	Additional Obligors 

  

	(a)	

  

	 	(i)	Subject to sub-paragraph (ii) below and compliance with Subclause 18.5 (“Know Your Customer” checks), the Company may elect for any of its wholly
owned Subsidiaries to become an Additional Obligor. 

  

	 	(ii)	If the Additional Obligor is incorporated in a jurisdiction other than the U.K. the prior consent of all the Lenders is required, which shall be conditional upon, but
not limited to, the agreement of appropriate amendments to Clause 12 (Taxes) to take into account the jurisdiction of incorporation of that Additional Obligor. 


 

	(b)	If one of the Subsidiaries of the Company is to become an Additional Obligor, then the Company must (following consultation with the Facility Agent) deliver to the
Facility Agent the relevant documents and evidence listed in Part B of Schedule 2 (Conditions precedent documents). 

  

	(c)	The relevant Subsidiary will become an Additional Obligor when the Facility Agent notifies the other Finance Parties and the Company that it has received (or waived
receipt of) all of the documents and evidence referred to in paragraph (b) above in form and substance satisfactory to it. The Facility Agent must give this notification as soon as reasonably practicable. 


  
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	(d)	Delivery of an Accession Agreement, executed by the relevant Subsidiary and the Company, to the Facility Agent constitutes confirmation by that Subsidiary and the
Company that the Repeating Representations are then correct. 

  

	(e)	Clause 16 (Guarantee and Indemnity) will be amended to the extent the Facility Agent (acting reasonably and after consultation with the Company) determines is
necessary to reflect any requirement under the law of the jurisdiction of any Additional Guarantor to limit the guarantee to be provided by that Additional Guarantor. 


 

	28.8	Resignation of an Obligor (other than the Company) 

  

	(a)	In this Subclause, Resignation Request means a letter in the form of Schedule 7 (Form of Resignation Request), with such amendments as the
Facility Agent may approve or reasonably require. 

  

	(b)	The Company may request that an Obligor (other than the Company) ceases to be an Obligor by giving to the Facility Agent a duly completed Resignation Request.


  

	(c)	The Facility Agent must accept a Resignation Request and notify the Company and the Lenders of its acceptance if: 


 

	 	(i)	no Default is outstanding or would result from the acceptance of the Resignation Request and the Company confirms this; and 


 

	 	(ii)	no amount owed by that Obligor under this Agreement is still outstanding. 

  


	(d)	The Obligor will cease to be a Borrower and/or a Guarantor, as appropriate, when the Facility Agent gives the notification referred to in paragraph (c) above.


  

	28.9	Affiliates of Lenders 

  

	(a)	Each Lender may fulfil its obligations in respect of any Loan through an Affiliate if: 


 

	 	(i)	the relevant Affiliate is specified in this Agreement as a Lender or becomes a Lender by means of a Transfer Certificate in accordance with this Agreement; and


  

	 	(ii)	the Loans in which that Affiliate will participate are specified in this Agreement, a Transfer Certificate or in a notice given by that Lender to the Facility Agent and
the Company. 

 In this event, the Lender and the Affiliate will participate in Loans in the manner provided for in
sub-paragraph (ii) above. 
  

	(b)	If paragraph (a) above applies, the Lender and its Affiliate will be treated as having a single Commitment and a single vote, but, for all other purposes, will be
treated as separate Lenders. 

  

	28.10 	Changes to the Reference Banks 

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

  
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	28.11 	Replacement of a Lender 

  

	(a)	For the purposes of this Clause: 


Increased Cost Lender means a Lender to whom any Obligor is or becomes obliged to pay additional amounts described in
Subclauses 12.2 (Tax gross-up), 12.3 (Tax indemnity) or 13.1 (Increased Costs) or to make payment under Subclause 8.1 (Mandatory prepayment illegality); 

Non Consenting Lender means a Lender who does not agree to a consent or amendment or who fails to respond to a request for a
consent or amendment where: 
  

	 	(i)	the Company or the Facility Agent has requested the Lenders to consent to a departure from or waiver of any provision of the Finance Documents or to agree to any
amendment to the Finance Documents; 

  

	 	(ii)	the relevant consent or amendment requires the agreement of all Lenders; 

  

	 	(iii)	a period of not less than 15 Business Days (or such longer period as the Company and the Facility Agent may agree) has elapsed from the date the consent or amendment
was requested; 

  

	 	(iv)	the Majority Lenders have agreed to that consent or amendment; and 

  

	 	(v)	the Company has notified the Lender it will treat it as a Non Consenting Lender; 


 

	(b)	If at any time: 

  

	 	(i)	any Lender is or becomes an Increased Cost Lender; or 

  

	 	(ii)	any Lender becomes a Non Consenting Lender, 

 then the Company may, on ten Business Days’ prior notice to the Facility Agent and that Lender, replace that Lender by causing it to (and that Lender shall) transfer in accordance with Clause 28
(Changes to the Parties) all of its rights and obligations under this Agreement to a Lender or other person selected by the Company and acceptable to the Facility Agent (acting reasonably) for a purchase price equal to the outstanding
principal amount of that Lender’s participation in the outstanding Loans and all accrued interest and fees and other amounts payable to that Lender under this Agreement. 

 

	(c)	The Company shall have no right to replace the Facility Agent and neither the Facility Agent nor any Lender shall have any obligation to the Company to find a
replacement Lender or other such entity. 

  

	(d)	The Company may only replace a Non Consenting Lender or an Increased Cost Lender if that replacement takes place no later than 180 days after: 


 

	 	(i)	the date the Non Consenting Lender becomes a Non Consenting Lender; or 

  

	 	(ii)	the date the Increased Cost Lender demands payment of the relevant additional amounts. 


 

	(e)	No Lender replaced under this Clause may be required to pay or surrender to that replacement Lender or other entity any of the fees received by it.


  

	(f)	In the case of a replacement of an Increased Cost Lender, the Company must pay the relevant additional amounts to that Increased Cost Lender prior to it being replaced
and the payment of those additional amounts shall be a condition to replacement. 


  
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	(g)	The Company’s right to replace a Non-Consenting Lender or Increased Cost Lender under this Clause is, and shall be, in addition to, and not in lieu of, all other
rights and remedies available to the Company against that Non-Consenting Lender or Increased Cost Lender under this Agreement, at law, in equity, or by statute. 


 

	28.12 	Copy of Transfer Certificate or Increase Confirmation to the Company 

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

	28.13 	Security over Lenders’ rights 

 In
addition to the other rights provided to Lenders under this Clause 28 (Changes to the Parties), each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create any Security
Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including without limitation: 

 

	(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central bank or to governmental authorities, agencies or departments including HM
Treasury; and 

  

	(b)	in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations
owed, or securities issued by that Lender as security for those obligations or securities, 

 except that no such charge,
assignment or Security Interest shall: 
  

	 	(i)	release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the
Lender as a party to any of the Finance Documents; or 

  

	 	(ii)	require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to
the relevant Lender under the Finance Documents. 

  

	28.14 	Pro rata interest settlement 

 If the
Facility Agent has notified the Lenders that it is able to distribute interest payments on a pro rata basis to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Subclause 28.4 (Procedure for transfer by way of
novations) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of a Term): 
  

	(a)	any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the
Existing Lender up to but excluding the Transfer Date (Accrued Amounts) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Term (or, if the Term is longer
than six months, on the next of the dates which falls at six monthly intervals after the first day of that Term); and 


  
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	(b)	the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:


  

	 	(i)	when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and 


 

	 	(ii)	the amount payable to the New Lender on that date will be the amount which would, but for the application of this Subclause, have been payable to it on that date, but
after deduction of the Accrued Amounts. 

  

	29.	CONFIDENTIALITY 

  

	29.1	Confidential Information 

 Each Finance
Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 29.2 (Disclosure of Confidential Information) and Clause 29.3 (Disclosure to numbering service
providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information. 

 

	29.2	Disclosure of Confidential Information 


Any Finance Party may disclose: 
  

	(a)	to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential
Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such
Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound
by requirements of confidentiality in relation to the Confidential Information; 

  

	(b)	to any person: 

  

	 	(i)	to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and
to any of that person’s Affiliates, Representatives and professional advisers; 

  

	 	(ii)	with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction
under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Representatives and professional advisers; 


 

	 	(iii)	appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered
pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 22.15 (Relationship with the Lenders)); 


 

	 	(iv)	who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or
(b)(ii) above; 

  

	 	(v)	to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority
or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; 


  
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	 	(vi)	to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 28.13 (Security over Lenders’
rights); 

  

	 	(vii)	to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations,
proceedings or disputes; 

  

	 	(viii)	who is a Party; or 

  

	 	(ix)	with the consent of the Company; 


in each case, such Confidential Information as that Finance Party shall consider appropriate if: 

 

	 	(A)	in relation to paragraphs (b)(i), (b)(ii) and b(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality
Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;


  

	 	(B)	in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise
bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; 


 

	 	(C)	in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and
that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;


  

	(c)	to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in
respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service
provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master
Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Company and the relevant Finance Party; and 


 

	(d)	to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out
its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential
Information may be price-sensitive information. 


  
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	29.3	Disclosure to numbering service providers 

  

	(a)	Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services
in respect of this Agreement, the Facility and/or one or more Obligors the following information: 

  

	 	(i)	names of Obligors; 

  

	 	(ii)	country of domicile of Obligors; 

  

	 	(iii)	place of incorporation of Obligors; 

  

	 	(iv)	date of this Agreement; 

  

	 	(v)	the names of the Agent and the Arranger; 

  

	 	(vi)	date of each amendment and restatement of this Agreement; 

  

	 	(vii)	amount of Total Commitments; 

  

	 	(viii)	currencies of the Facility; 

  

	 	(ix)	type of Facility; 

  

	 	(x)	ranking of Facility; 

  

	 	(xi)	Final Maturity Date for Facility; 

  

	 	(xii)	changes to any of the information previously supplied pursuant to paragraphs (i) to (xi) above; and 


 

	 	(xiii)	such other information agreed between such Finance Party and the Company, 

 to enable such numbering service provider to provide its usual syndicated loan numbering identification services. 
  

	(b)	The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Obligors by a numbering service provider
and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider. 


 

	29.4	Entire agreement 

 This Clause 29
(Confidentiality) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express
or implied, regarding Confidential Information. 
  

	29.5	Inside information 

 Each of the Finance
Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider
dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose. 

  
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	29.6	Notification of disclosure 

 Each of the
Finance Parties agrees (to the extent permitted by law and regulation) to inform the Company: 
  

	(a)	of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 29.2 (Disclosure of Confidential Information)
except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and 


 

	(b)	upon becoming aware that Confidential Information has been disclosed in breach of this Clause 29(Confidentiality). 


 

	29.7	Continuing obligations 

 The obligations
in this Clause 29 (Confidentiality) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from the earlier of: 

 

	(a)	the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or
otherwise cease to be available; and 

  

	(b)	the date on which such Finance Party otherwise ceases to be a Finance Party. 


 

	30.	SET OFF 

 Following an Event of Default, a
Finance Party may set off any matured obligation owed to it by an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any obligation (whether or not matured) owed by that Finance Party to that
Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of
business for the purpose of the set off. 
  

	31.	PRO RATA SHARING 

  

	31.1	Redistribution 

 If any amount owing by an
Obligor under this Agreement to a Lender (the recovering Lender) is discharged by payment, set off or any other manner other than through the Facility Agent under this Agreement (a recovery), then: 

 

	(a)	the recovering Lender must, within three Business Days, supply details of the recovery to the Facility Agent; 


 

	(b)	the Facility Agent must calculate whether the recovery is in excess of the amount which the recovering Lender would have received if the recovery had been received by
the Facility Agent under this Agreement; and 

  

	(c)	the recovering Lender must pay to the Facility Agent an amount equal to the excess (the redistribution). 


 

	31.2	Effect of redistribution 

  

	(a)	The Facility Agent must treat a redistribution as if it were a payment by the relevant Obligor under this Agreement and distribute it among the Lenders accordingly.



  
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	(b)	When the Facility Agent makes a distribution under paragraph (a) above, the recovering Lender will be subrogated to the rights of the Finance Parties which have
shared in that redistribution. 

  

	(c)	If and to the extent that the recovering Lender is not able to rely on any rights of subrogation under paragraph (b) above, the relevant Obligor will owe the
recovering Lender a debt which is equal to the redistribution, immediately payable and of the type originally discharged. 

  

	(d)	If: 

  

	 	(i)	a recovering Lender must subsequently return a recovery, or an amount measured by reference to a recovery, to an Obligor; and 


 

	 	(ii)	the recovering Lender has paid a redistribution in relation to that recovery, 

 each Finance Party must reimburse the recovering Lender all or the appropriate portion of the redistribution paid to that Finance Party, together with interest for the period while it held the re
distribution. In this event, the subrogation in paragraph (b) above will operate in reverse to the extent of the reimbursement. 
  

	31.3	Exceptions 

 Notwithstanding any other
term of this Clause, a recovering Lender need not pay a redistribution to the extent that: 
  

	(a)	it would not, after the payment, have a valid claim against the relevant Obligor in the amount of the redistribution; or 


 

	(b)	it would be sharing with another Finance Party any amount which the recovering Lender has received or recovered as a result of legal or arbitration proceedings, where:


  

	 	(i)	the recovering Lender notified the Facility Agent of those proceedings; and 


 

	 	(ii)	the other Finance Party had an opportunity to participate in those proceedings but did not do so or did not take separate legal or arbitration proceedings as soon as
reasonably practicable after receiving notice of them. 

  

	32.	SEVERABILITY 

 If a term of a Finance
Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect: 
  

	(a)	the validity or enforceability in that jurisdiction of any other term of the Finance Documents; or 


 

	(b)	the validity or enforceability in other jurisdictions of that or any other term of the Finance Documents. 


 

	33.	COUNTERPARTS 

 Each Finance Document may
be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document. Delivery of a counterpart of a Finance Document by email attachment or telecopy shall be an
effective mode of delivery. 

  
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	34.	NOTICES 

  

	34.1	In writing 

  

	(a)	Any formal communication in connection with a Finance Document must be in writing and, unless otherwise stated, may be given in person, by post or fax approved by the
Facility Agent. 

  

	(b)	Unless it is agreed to the contrary, any consent or agreement required under a Finance Document must be given in writing. 


 

	34.2	Contact details 

  

	(a)	Except as provided below, the contact details of each Party for all communications in connection with the Finance Documents are those notified by that Party for this
purpose to the Facility Agent on or before the date it becomes a Party. 

  

	(b)	The contact details of the Company for this purpose are: 

 Smith & Nephew plc 
 15 Adam Street 

London WC2N 6LA 

Tel: 0207 401 7646 
 Fax: 0207 930 3353 
 For the attention of: The Company Secretary 

 

	(c)	The contact details of the Facility Agent for operational duties as Facility Agent (such as drawdowns, interest rate fixing, interest/fee calculations and payments)
are: 

 The Royal Bank of Scotland plc 

2nd Floor 
 Bankside 3 
 90-100 Southwark Street 

London 
 SE1 0SW

 Fax: 020 7615 0156 
 Tel: 020 7085 5000 
 For the attention of: Lending Operations 

For non operational matters as Facility Agent (such as documentation; compliance with covenants; amendments and waivers etc): 

The Royal Bank of Scotland plc 
 Level 5 
 135 Bishopsgate 

London 
 EC2M 3UR

 Fax: 020 7085 4564 
 Tel: 020 7085 6778 
 For the attention of: Jennifer Peters, Manager, Syndicated
Loans Agency 
  

	(d)	Any Party may change its contact details by giving five Business Days’ notice to the Facility Agent or (in the case of the Facility Agent) to the other Parties.



  
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	(e)	Where a Party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails to specify that department or
officer. 

  

	34.3	Effectiveness 

  

	(a)	Except as provided below, any communication in connection with a Finance Document will be deemed to be given as follows: 


 

	 	(i)	if delivered in person, at the time of delivery; 

  

	 	(ii)	if posted, five days after being deposited in the post, postage prepaid, in a correctly addressed envelope; 


 

	 	(iii)	if by fax, when received in legible form. 

  

	(b)	A communication given under paragraph (a) above but received on a non working day or after business hours in the place of receipt will only be deemed to be given
on the next working day in that place. 

  

	(c)	A communication to the Facility Agent will only be effective on actual receipt by it. 


 

	34.4	Communication when Facility Agent is Impaired Agent 

 If the Facility Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Facility Agent, communicate with each other directly and (while the Facility Agent is an
Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Facility Agent shall be varied so that communications may be made and notices given to or by the relevant Parties
directly. This provision shall not operate after a replacement Facility Agent has been appointed unless such replacement Facility Agent becomes an Impaired Agent. 
  

	34.5	Electronic communication 

  

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

  

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


 

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


  

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


 

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


 

	34.6	Obligors 

  

	(a)	All communications under the Finance Documents to or from an Obligor must be sent through the Facility Agent. 


  
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	(b)	All communications under the Finance Documents to or from an Obligor (other than the Company) must be sent through the Company. 


 

	(c)	Each Obligor (other than the Company) irrevocably appoints the Company to act as its agent: 


 

	 	(i)	to give and receive all communications under the Finance Documents; 

  

	 	(ii)	to supply all information concerning itself to any Finance Party; and 

  

	 	(iii)	to sign all documents under or in connection with the Finance Documents including, without limitation and for the avoidance of doubt, any amendments to the Finance
Documents, any Request, or notice of a prepayment. 

  

	(d)	Any communication given to the Company in connection with a Finance Document will be deemed to have been given also to the other Obligors. 


 

	(e)	The Facility Agent may assume that any communication made by the Company is made with the consent of each other Obligor. 


 

	35.	LANGUAGE 

  

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


 

	(b)	Any other document provided in connection with a Finance Document must be: 


 

	 	(i)	in English; or 

  

	 	(ii)	(unless the Facility Agent otherwise agrees) accompanied by a certified English translation. In this case, the English translation prevails unless the document is a
statutory or other official document. 

  

	36.	GOVERNING LAW 

 This Agreement and any
non-contractual obligations arising out of or in connection with this Agreement are governed by English law. 
  

	37.	ENFORCEMENT 

  

	37.1	Jurisdiction 

  

	(a)	The English courts have exclusive jurisdiction to settle any dispute in connection with any Finance Document or any non-contractual obligations arising out of or in
connection with any Finance Document. 

  

	(b)	The English courts are the most appropriate and convenient courts to settle any such dispute and each Obligor waives objection to those courts on the grounds of
inconvenient forum or otherwise in relation to proceedings in connection with any Finance Documents. 

  

	(c)	This Clause is for the benefit of the Finance Parties only. To the extent allowed by law, a Finance Party may take: 


 

	 	(i)	proceedings in any other court; and 

  

	 	(ii)	concurrent proceedings in any number of jurisdictions. 


  
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	37.2	Service of process 

  

	(a)	Each Obligor (including, for the avoidance of doubt, each Additional Obligor) not incorporated in England and Wales irrevocably appoints the Company as its agent under
the Finance Documents for service of process in any proceedings before the English courts (which appointment the Company hereby accepts). 

  

	(b)	If any person appointed as process agent is unable for any reason to act as agent for service of process, the Company (on behalf of all the Obligors) must immediately
appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another agent for this purpose. 

  

	(c)	Each Obligor agrees that failure by a process agent to notify it of any process will not invalidate the relevant proceedings. 


 

	(d)	This Clause does not affect any other method of service allowed by law. 

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

  
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 SCHEDULEÂ 1 

ORIGINAL LENDERS 
  

															
	 Name of Original Lender
	  	Commitment
U.S.$	 	  	 Facility Office
	  	Qualifying
Lender 
status1	 	  	HMRC Double Taxation
Treaty Passport scheme reference
number and jurisdiction
of tax
residence 
(if applicable)2	 
	 Barclays Bank PLC
	  	 	74,500,000	  	  	Barclays Bank plc	  				  			
	 BNP Paribas SA
	  	 	74,500,000	  	  		  				  			
	 Deutsche Bank AG
	  	 	74,500,000	  	  	Deutsche Bank AG, London Branch	  				  			
	 JP Morgan Chase
	  	 	74,500,000	  	  		  				  			
	 Lloyds Banking Group
	  	 	74,500,000	  	  		  				  			
	 Royal Bank of Scotland
	  	 	74,500,000	  	  	The Royal Bank of Scotland plc	  				  			
	 Societe Generale SA
	  	 	74,500,000	  	  	Societe Generale	  				  			
	 Bank of America NA
	  	 	43,500,000	  	  		  				  			
	 Bank of China Limited
	  	 	43,500,000	  	  	Bank of China Limited, London Branch	  				  			
	 Commerzbank AG
	  	 	43,500,00	  	  	Commerzbank Aktiengesellschaft, London Branch	  				  			

  

	1	 Each Original Lender must confirm whether it is (a) not a Qualifying Lender; (b) a Qualifying Lender (other than a Treaty Lender); or
(c) a Treaty Lender. 



	2	 Each of these must be included if the Original Lender holds a passport under the HMRC Double Taxation Treaty Passport scheme and, as at the date of
this Agreement, wishes that scheme to apply to that Agreement. 



  
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	 Name of Original Lender
	  	Commitment
U.S.$	 	  	 Facility Office
	  	Qualifying
Lender 
status1	 	  	HMRC Double Taxation
Treaty Passport scheme reference
number and jurisdiction
of tax
residence 
(if applicable)2	 
	 ING Bank
	  	 	43,500,000	  	  	ING Bank N.V., London Branch	  				  			
	 Intesa SanPaolo
	  	 	43,500,000	  	  	Intesa Sanpaolo SpA	  				  			
	 Mizuho Bank Limited
	  	 	43,500,000	  	  	Mizuho Corporate Bank, Ltd.	  				  			
	 National Australia Bank Limited
	  	 	43,500,000	  	  	National Australia Bank Limited (acting through its Offshore Banking Unit)	  				  	 	002/N/11208/DTTP Australia	  
	 Sumitomo Misu Banking Corp
	  	 	43,500,000	  	  	Sumitomo Mitsui Banking Corporation	  				  			
	 The Bank of Tokyo-Mitsubishi
	  	 	43,500,000	  	  	The Banking of Tokyo-Mitsubishi UFJ, Ltd	  				  			
	 UBS AG
	  	 	43,500,000	  	  	UBS AG, London Branch	  				  			
	 Wells Fargo Bank NA
	  	 	43,500,000	  	  	Wells Fargo Bank International	  				  			
		  	 	 	 	  		  				  			
	 Total Commitments
	  	 	1,000,000,000	  	  		  				  			
		  	 	 	 	  		  				  			


  
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 SCHEDULE 2 

CONDITIONS PRECEDENT DOCUMENTS 
 Part A 
 To Be Delivered Before The First Request 

Company 
 1. A copy of the constitutional
documents of the Company. 
 2. A copy of a resolution of the board of directors (or a committee of the board of directors) of the Company
approving the terms of, and the transactions contemplated by, this Agreement. 
 3. If applicable, a copy of a resolution of the board of
directors of the Company establishing the committee referred to in paragraph 2 above. 
 4. A specimen of the signature of each person
authorised on behalf of the Company to execute or witness the execution of any Finance Document or to sign or send any document or notice in connection with any Finance Document. 
 5. A certificate of an authorised signatory of the Company: 
  

	(a)	confirming that utilising the Total Commitments in full would not breach any borrowing or guaranteeing limit binding on it; and 


 

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

 6. A Group structure chart. 
 Legal opinions 
 7. A legal opinion of Allen & Overy LLP, London legal advisers to
the Mandated Lead Arrangers, substantially in the form circulated to the Mandated Lead Arrangers prior to the date of this Agreement. 

Other documents and evidence 
 8. Duly
executed copies of each Fee Letter. 
 9. Original Financial Statements. 
 10. Evidence that on or before the first Utilisation Date the Existing Facility Commitments in so far as they related to Facility B have been cancelled in full. 

11. An irrevocable notice of prepayment to reduce the Existing Facility Commitments in so far as they relate to Facility A to U.S. $500,000,000 on or
before 20 December 2010. 

  
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 Part B 
 For An Additional Obligor 
 Additional Obligors 

1. An Accession Agreement, duly executed by the Company and the Additional Obligor. 
 2. A copy of the constitutional documents of the Additional Obligor. 
 3. A copy of a resolution
of the board of directors of the Additional Obligor approving the terms of, and the transactions contemplated by, the Accession Agreement and the Finance Documents. 
 4. A specimen of the signature of each person authorised on behalf of the Additional Obligor to execute or witness the execution of any Finance Document or to sign or send any document or notice in
connection with any Finance Document. 
 5. In the case of an Additional Guarantor incorporated in the U.K., a copy of a resolution, signed by
all (or any lower percentage agreed by the Facility Agent) of the holders of its issued or allotted shares, approving the terms of, and the transactions contemplated by, the Accession Agreement. 

6. If applicable, a copy of a resolution of the board of directors of each corporate shareholder in the Additional Guarantor approving the resolution
referred to in paragraph 5 above. 
 7. In the case of an Additional Guarantor incorporated in any jurisdiction other than the U.K., a copy of a
resolution of the shareholders of that Additional Guarantor approving the terms of, and the transactions contemplated by, the Accession Agreement and the Finance Documents. 
 8. A certificate of an authorised signatory of the Additional Obligor: 
  

	(a)	confirming that utilising and/or guaranteeing (as applicable) the Total Commitments in full would not breach any limit binding on it; and 


 

	(b)	certifying that each copy document specified in Part B of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of
the Accession Agreement. 

 9. If available, a copy of the latest audited accounts of the Additional Obligor. 

10. Compliance with Clause 18.5 (“Know Your Customer” checks) 
 Legal opinions 
 1. A legal opinion of Allen & Overy LLP, legal advisers to the
Facility Agent, addressed to the Finance Parties. 
 2. If the Additional Obligor is incorporated in a jurisdiction other than England, a legal
opinion from legal advisers to the Facility Agent in that jurisdiction, addressed to the Finance Parties. 
 Other documents and evidence

 A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified the Company is necessary
in connection with the entry into and performance of, and the transactions contemplated by, the Accession Agreement or for the validity and enforceability of any Finance Document. 

  
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 SCHEDULE 3 
 FORM OF REQUEST 
 To:
[            ] as Facility Agent 
 From: [BORROWER] 

Date: [            ], 201[•] 
 [            ] U.S.$1,000,000,000 Facility Agreement dated [•], 2010 (the Agreement) 

1. We refer to the Agreement. This is a Request. 
 2. We wish to borrow a Loan on the following terms: 
 (a) Utilisation Date:
[            ] 
 (b) Amount/currency:
[            ] 
 (c) Term:
[            ]. 
 3. Our payment instructions are:
[            ]. 
 4. We confirm that each condition precedent under the Agreement
which must be satisfied on the date of this Request is so satisfied. 
 5. This Request is irrevocable. 

 

			
	By:	 	 
	
	[BORROWER]

  

  
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 SCHEDULE 4 
 MANDATORY COST FORMULAE 
 1. The Mandatory Cost is an addition to the interest rate to
compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the
requirements of the European Central Bank. 
 2. On the first day of each Term (or as soon as possible thereafter) the Facility Agent shall
calculate, as a percentage rate, a rate (the Additional Cost Rate) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Facility Agent as a weighted average of the Lenders’
Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum. 
 3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Facility Agent. This percentage will be
certified by that Lender in its notice to the Facility Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum
reserve requirements of the European Central Bank in respect of loans made from that Facility Office. 
 4. The Additional Cost Rate for any
Lender lending from a Facility Office in the United Kingdom will be calculated by the Facility Agent as follows: 
  

	(a)	in relation to a sterling Loan: 

  

			
	AB + C(B – D) + Ex 0.01	  	per cent. per annum
	100 – (A + C)	  

  

	(b)	in relation to an Advance in any currency other than sterling: 

  

			
	Ex 0.01	  	per cent per annum
	300	  

 Where: 

 

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

  

	B	is the percentage rate of interest (excluding the Margin and the Mandatory Cost and, if the Loan is an amount subject to interest on overdue amounts under Subclause 9.4
(Interest on overdue amounts), the additional rate of interest specified in Subclause 9.4 (Interest on overdue amounts) payable for the relevant Term on the Loan. 


 

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

  

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


  
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	E	is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Facility Agent as being the average of the most recent rates of
charge supplied by the Reference Banks to the Facility Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000. 

 5. For the purposes of this Schedule: 
  

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

  

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

  

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

  

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


 

	(e)	Reference Banks means the principal London offices of [•],[•] and [•] or such other banks as may be appointed by the Facility Agent in
consultation with the Company. 

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

7. If requested by the Facility Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to
the Facility Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that
Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank. 

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

	(a)	the jurisdiction of its Facility Office; and 

  

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

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

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

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

12. Any determination by the Facility Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount
payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties to this agreement. 
 13. The Facility
Agent may from time to time, after consultation with the Company and the Lenders, determine and notify to all parties to this agreement any amendments which are required to be made to this schedule in order to comply with any change in law,
regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such
determination shall, in the absence of manifest error, be conclusive and binding on all parties to this agreement. 

  
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 SCHEDULE 5 
 FORM OF TRANSFER CERTIFICATE 
 To:
[            ] as Facility Agent and Smith & Nephew plc as the Company, for and on behalf of each Obligor 
 From: [THE EXISTING LENDER] (the Existing Lender) and [THE NEW LENDER] (the New Lender) 
 Date: [            ] 

[            ] U.S.$1,000,000,000 Facility Agreement dated [•], 2010 (the
Agreement) 
 We refer to the Agreement. This is a Transfer Certificate. 

 

	1.	The Existing Lender transfers by novation to the New Lender the Existing Lender’s rights and obligations referred to in the Schedule below in accordance with the
terms of the Agreement. 

  

	2.	The proposed Transfer Date is [            ]. 


 

	3.	[The New Lender confirms that it is: 

 [(a) not
a Qualifying Lender; 
 (b) a Qualifying Lender (other than a Treaty Lender); or 
 (c) a Treaty Lender.]3 
 4. [The New Lender hereby confirms that it is a Treaty Lender that holds a passport under the
HMRC DT Treaty Passport scheme, that its reference number is [    ], that it is tax resident in [    ], and notifies the Company that: 

 

	(a)	each Borrower which is a Party as a Borrower as at the Transfer Date must make an application to HMRC under form DTTP2 within 30 days of the Transfer Date; and


  

	(b)	each Additional Borrower which becomes an Additional Borrower after the Transfer Date must make an application to HMRC under form DTTP2 within 30 days of becoming an
Additional Borrower.4] 


5. The administrative details of the New Lender for the purposes of the Agreement are set out in the Schedule. 

6. This Transfer Certificate and any non-contractual obligations arising out of or in connection with this Transfer Certificate are governed by English
law. 
  

	3	Delete as applicable – each New Lender is required to confirm which of these three categories it falls within. 


	4	This confirmation must be included if the New Lender holds a passport under the Double Taxation Treaty Passport scheme and, as at the Transfer Date, wishes that scheme
to apply to this Agreement. 


  
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 THE SCHEDULE 
 Rights and obligations to be transferred by novation 
 [insert relevant
details, including applicable Commitment (or part)] 
 Administrative details of the New Lender 

[insert details of Facility Office, address for notices and payment details etc.] 

 

									
	[EXISTING LENDER]	 		 	[NEW LENDER]
					
	By:	 	 	 		 	By:	 	 

 The Transfer Date is confirmed by the Facility
Agent as [            ]. 
  

			
	[FACILITY AGENT]
		
	By:	 	 


  
 Page 87









 SCHEDULE 6 
 FORM OF ACCESSION AGREEMENT 
 To:
[            ] as Facility Agent 
 From: Smith & Nephew plc and [Proposed
Borrower/Proposed Guarantor]* 
 Date: [            ] 

[            ] U.S.$1,000,000,000 Facility Agreement dated [•], 2010 (the
Agreement) 
 We refer to the Agreement. This is an Accession Agreement. 

[Name of company] of [address/registered office] agrees to become an Additional Borrower/Guarantor* and to be bound by the terms of the Agreement as an
Additional Borrower/Guarantor*. 
 Jurisdiction of incorporation of new Obligor; registered number of new Obligor; and administrative details of
new Obligor. 
 This Accession Agreement and any non-contractual obligations arising out of or in connection with this Accession Agreement are
governed by English law. 
  

			
	Smith & Nephew plc
		
	By:	 	 
	
	[PROPOSED BORROWER]
		
	By:	 	 
	
	[EXECUTED AND DELIVERED AS A DEED BY PROPOSED GUARANTOR]
		
	[By:]	 	 

  

	*	Delete as Applicable 


  
 Page 88









 SCHEDULE 7 
 FORM OF RESIGNATION REQUEST 
 To:
[            ] as Facility Agent 
 From: Smith & Nephew plc and [relevant
Obligor] 
 Date: [            ] 

[            ] U.S.$1,000,000,000 Facility Agreement dated [•], 2010 (the
Agreement) 
 We refer to the Agreement. This is a Resignation Request. 

1. We request that [resigning Obligor] be released from its obligations as [a/an] [Obligor/Borrower/Guarantor]* under the Agreement. 

2. We confirm that no Default is outstanding or would result from the acceptance of this Resignation Request. 

3. We confirm that as at the date of this Resignation Request no amount owed by [resigning Obligor] under the Agreement is outstanding. 

4. This Resignation Request and any non-contractual obligations arising out of or in connection with this Resignation Request are governed by English
law. 
  

									
	Smith & Nephew plc	 		 	[Relevant Obligor]
					
	By:	 	 	 		 	By:	 	 

 The Facility Agent confirms that this resignation
takes effect on [            ]. 
  

			
	[AGENT]
		
	By:	 	 

  

	*	Delete as Applicable 


  
 Page 89









 SCHEDULE 8 
 FORM OF COMPLIANCE CERTIFICATE 
 To:
[            ] as Facility Agent 
 From: Smith & Nephew plc 

Date: [            ] 
 [            ] U.S.$1,000,000,000 Facility Agreement dated [•], 2010 (the Agreement) 

1. We refer to the Agreement. This is a Compliance Certificate. 
 2. We confirm that as at [relevant testing date]: 
  

	(a)	Consolidated EBITDA for the Measurement period then ending was [            ]; and Consolidated Total Net
Borrowings are [            ]; therefore, Consolidated Total Net Borrowings are [            ] x Consolidated EBITDA; and


  

	(b)	Consolidated EBITA for the Measurement period then ending was [            ] and Consolidated Net Interest
Payable was [            ]; therefore, the ratio of Consolidated EBITA to Consolidated Net Interest Payable was [            ] to
1. 

 3. We set out below calculations establishing the figures in paragraph 2 above: 

[            ]. 
 4. [We confirm that no Default is outstanding as at [relevant testing date]* 
  

			
	Smith & Nephew plc
		
	By:	 	 

 [insert applicable certification language]

  

	*	If this statement cannot be made, the certificate should identify any Default that is outstanding and the steps, if any, being taken to remedy it.



  
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 SCHEDULE 9 

FORM OF INCREASE CONFIRMATION 
 To: [•] as Facility Agent and Smith & Nephew plc as the Company, for and on behalf of each Obligor 
 From: [the Increase Lender] (the Increase Lender) 
 Dated: 

U.S.$1,000,000,000 Facility Agreement dated [•], 2010 (the Agreement) 

1. We refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement have the same meaning in this Increase Confirmation unless
given a different meaning in this Increase Confirmation. 
 2. We refer to Subclause 2.2 (Increase). 

3. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the
Relevant Commitment) as if it was an Original Lender under the Agreement. 
 4. The proposed date on which the increase in
relation to the Increase Lender and the Relevant Commitment is to take effect (the Increase Date) is [•]. 
 5. On the
Increase Date, the Increase Lender becomes party to the Finance Documents as a Lender. 
 6. The Facility Office and address, fax number and
attention details for notices to the Increase Lender for the purposes of Subclause 34.2 (Contact details) are set out in the Schedule. 

7. The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in paragraph (f) of Subclause 2.2
(Increase). 
 8. [The Increase Lender confirms that it is: 
 (a) [not a Qualifying Lender] 
 (b) [a Qualifying Lender (other than a Treaty Lender);]

 (c) [a Treaty Lender;] 5 
 9. [The
Increase Lender hereby confirms that it is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme, that its reference number is [    ], that it is tax resident in [    ], and notifies
the Company that: 
  

	(a)	each Borrower which is a Party as a Borrower as at the Relevant Increase Date must make an application to HMRC under form DTTP2 within 30 days of the Relevant Increase
Date; and 

  

	5	Delete as applicable — each Increase Lender is required to confirm which of these three categories it falls within. 


  
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	(b)	each Additional Borrower which becomes an Additional Borrower after the Relevant Increase Date must make an application to HMRC under form DTTP2 within 30 days of
becoming an Additional Borrower.]6


 10. Each Finance Document may be executed in any number of counterparts, and by each party on separate counterparts. Each
counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of a Finance Document by e-mail attachment or telecopy shall be an effective mode of delivery. 

11. This Increase Confirmation and any non contractual obligations arising out of or in connection with this Increase Confirmation are governed by
English law. 
 This Increase Confirmation has been entered into on the date stated at the beginning of this Increase Confirmation.

  

	6	Include if applicable. 


  
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 THE SCHEDULE 
 Relevant Commitment/rights and obligations to be assumed by the Increase Lender 
 [insert relevant details] 
 [Facility office address, fax number and
attention details for notices and account details for payments] 
  

			
	[Increase Lender]
		
	By:	 	 

 This Increase Confirmation is accepted as an
Increase Confirmation for the purposes of the Agreement by the Facility Agent and the Increase Date is confirmed as [•]. 
  

			
	[FACILITY AGENT]
		
	By:	 	 


  
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 SIGNATORIES 
  

			
	Company
	
	SMITH & NEPHEW PLC
		
	By:	 	 
	
	Mandated Lead Arrangers
	
	BARCLAYS CAPITAL
		
	By:	 	 
	
	BNP PARIBAS SA
		
	By:	 	 
	
	DEUTSCHE BANK AG
		
	By:	 	 
	
	JP MORGAN CHASE
		
	By:	 	 
	
	LLOYDS BANKING GROUP
		
	By:	 	 


  
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	ROYAL BANK OF SCOTLAND PLC
		
	By:	 	 
	
	SOCIETE GENERALE SA
		
	By:	 	 
	
	Original Lenders
	
	BARCLAYS BANK PLC
		
	By:	 	 
	
	BNP PARIBAS SA
		
	By:	 	 
	
	DEUTSCHE BANK AG
		
	By:	 	 
	
	JP MORGAN CHASE
		
	By:	 	 


  
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	LLOYDS BANKING GROUP
		
	By:	 	 
	
	THE ROYAL BANK OF SCOTLAND PLC
		
	By:	 	 
	
	SOCIETE GENERALE SA
		
	By:	 	 
	
	BANK OF AMERICA NA
		
	By:	 	 
	
	BANK OF CHINA LIMITED
		
	By:	 	 
	
	COMMERZBANK AG
		
	By:	 	 


  
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	ING BANK
		
	By:	 	 
	
	INTESA SANPAOLO
		
	By:	 	 
	
	MIZUHO BANK LIMITED
		
	By:	 	 
	
	NATIONAL AUSTRALIA BANK LIMITED
		
	By:	 	 
	
	SUMITOMO MISU BANKING GROUP
		
	By:	 	 
	
	THE BANK OF TOKYO-MITSUBISHI
		
	By:	 	 


  
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	UBS AG
		
	By:	 	 
	
	WELLS FARGO BANK NA
		
	By:	 	 
	
	Facility Agent
	
	THE ROYAL BANK OF SCOTLAND PLC
		
	By:	 	 


  
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 DATED 9 December 2010 

SMITH & NEPHEW PLC 
 Arranged by 
 BARCLAYS CAPITAL 

BNP PARIBAS SA 
 DEUTSCHE BANK AG 
 JP MORGAN CHASE 

LLOYDS BANKING GROUP 
 THE ROYAL BANK OF SCOTLAND PLC 
 SOCIETE GENERALE SA 

With 

THE ROYAL BANK OF SCOTLAND PLC 
 as Facility Agent 
  

 
  

FACILITY AGREEMENT 
 U.S. $1,000,000,000 
  

 
  

 

 








 CONTENTS 

 

							
	 CLAUSE
	  	 	  	PAGE	 
			
	 1.
	  	INTERPRETATION	  	 	1	  
			
	 2.
	  	FACILITIES	  	 	13	  
			
	 3.
	  	PURPOSE	  	 	15	  
			
	 4.
	  	CONDITIONS PRECEDENT	  	 	15	  
			
	 5.
	  	UTILISATION	  	 	16	  
			
	 6.
	  	OPTIONAL CURRENCIES	  	 	17	  
			
	 7.
	  	REPAYMENT	  	 	19	  
			
	 8.
	  	PREPAYMENT AND CANCELLATION	  	 	20	  
			
	 9.
	  	INTEREST	  	 	23	  
			
	 10.
	  	TERMS	  	 	24	  
			
	 11.
	  	MARKET DISRUPTION	  	 	25	  
			
	 12.
	  	TAXES	  	 	26	  
			
	 13.
	  	INCREASED COSTS	  	 	30	  
			
	 14.
	  	MITIGATION	  	 	31	  
			
	 15.
	  	PAYMENTS	  	 	32	  
			
	 16.
	  	GUARANTEE AND INDEMNITY	  	 	34	  
			
	 17.
	  	REPRESENTATIONS	  	 	37	  
			
	 18.
	  	INFORMATION COVENANTS	  	 	39	  
			
	 19.
	  	FINANCIAL COVENANTS	  	 	41	  
			
	 20.
	  	GENERAL COVENANTS	  	 	44	  
			
	 21.
	  	DEFAULT	  	 	48	  
			
	 22.
	  	THE ADMINISTRATIVE PARTIES	  	 	52	  
			
	 23.
	  	EVIDENCE AND CALCULATIONS	  	 	57	  
			
	 24.
	  	FEES	  	 	58	  
			
	 25.
	  	INDEMNITIES AND BREAK COSTS	  	 	58	  
			
	 26.
	  	EXPENSES	  	 	60	  
			
	 27.
	  	AMENDMENTS AND WAIVERS	  	 	60	  
			
	 28.
	  	CHANGES TO THE PARTIES	  	 	63	  
			
	 29.
	  	[DISCLOSURE OF INFORMATION	  	 	68	  
			
	 30.
	  	SET OFF	  	 	72	  
			
	 31.
	  	PRO RATA SHARING	  	 	72	  
			
	 32.
	  	SEVERABILITY	  	 	73	  
			
	 33.
	  	COUNTERPARTS	  	 	73	  


  
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	 34.
	  	NOTICES	  	 	74	  
			
	 35.
	  	LANGUAGE	  	 	76	  
			
	 36.
	  	GOVERNING LAW	  	 	76	  
			
	 37.
	  	ENFORCEMENT	  	 	76	  
		
	SCHEDULE 1 ORIGINAL LENDERS	  	 	78	  
		
	SCHEDULE 2 CONDITIONS PRECEDENT DOCUMENTS	  	 	80	  
			
		  	PART A TO BE DELIVERED BEFORE THE FIRST
REQUEST	  	 	80	  
			
		  	PART B FOR AN ADDITIONAL OBLIGOR	  	 	81	  
		
	SCHEDULE 3 FORM OF REQUEST	  	 	82	  
		
	SCHEDULE 4 MANDATORY COST FORMULAE	  	 	83	  
		
	SCHEDULE 5 FORM OF TRANSFER CERTIFICATE	  	 	86	  
		
	SCHEDULE 6 FORM OF ACCESSION AGREEMENT	  	 	88	  
		
	SCHEDULE 7 FORM OF RESIGNATION REQUEST	  	 	89	  
		
	SCHEDULE 8 FORM OF COMPLIANCE CERTIFICATE	  	 	90	  
		
	SCHEDULE 9 FORM OF INCREASE CONFIRMATION	  	 	91	  


  
 Page II