Exhibit 4.2  CONFORMED COPY  AGREEMENT   DATED 18th March, 2004   1,400,000,000  CREDIT FACILITY  for  VALENTIA TELECOMMUNICATIONS an Irish unlimited public
company  arranged by  DEUTSCHE BANK AG LONDON CITIGROUP GLOBAL MARKETS
LIMITED GOLDMAN SACHS INTERNATIONAL MORGAN STANLEY BANK as Mandated Lead Arrangers  with  DEUTSCHE BANK AG LONDON 
as Facility Agent     LONDON  
   CONTENTS  Clause1.
  
  Interpretation2.
  
  Facilities3.
  
  Purpose4.
  
  Conditions precedent5.
  
  Utilisation
  - Loans6.
  
  Utilisation
  - Documentary Credits7.
  
  Documentary
  Credits8.
  
  Optional
  Currencies9.
  
  Repayment10.
  
  Prepayment and
  cancellation11.
  
  Interest12.
  
  Terms13.
  
  Market
  disruption14.
  
  Taxes15.
  
  Increased Costs16.
  
  Mitigation17.
  
  Payments18.
  
  Guarantee
  and indemnity and release of security19.
  
  Representations20.
  
  Information
  covenants21.
  
  Financial
  covenants22.
  
  General covenants23.
  
  Default24.
  
  The Administrative Parties25.
  
  Evidence and calculations26.
  
  Fees27.
  
  Indemnities and Break Costs28.
  
  Expenses29.
  
  Amendments
  and waivers30.
  
  Changes
  to the Parties31.
  
  Disclosure of information32.
  
  Set-off33.
  
  Pro Rata
  Sharing34.
  
  Severability35.
  
  Counterparts36.
  
  Notices37.
  
  Language38.
  
  Governing law39.
  
  Enforcement  
   Schedules  1.
  
  Original Parties2.
  
  Conditions Precedent
  Documents3.
  
  Form of Request4.
  
  Calculation of the
  Mandatory Cost5.
  
  Form of Transfer
  Certificate6.
  
  Existing Security7.
  
  Form of Compliance
  Certificate8.
  
  Form of Accession Agreement9.
  
  Form of Resignation Request10.
  
  Forms of Letter of Credit11.
  
  Structure Memorandum12.
  
  Existing Group Indebtedness13.
  
  Form of ReleaseSignatories  
   THIS AGREEMENTis
dated 18th March, 2004  BETWEEN:  (1)VALENTIA
TELECOMMUNICATIONS, an Irish unlimited public company(registered in Ireland with company number 298420) (in this capacity the Company);  (2)VALENTIA
TELECOMMUNICATIONS, an Irish unlimited public company(registered in Ireland with company number 298420) as original borrower (in
this capacity the Original Borrower);  (3)VALENTIA
TELECOMMUNICATIONS, an Irish unlimited public company(registered
in Ireland with company number 298420) as original guarantor (in this capacity
the Original
Guarantor);  (4)DEUTSCHE
BANK AG LONDON, CITIGROUP GLOBAL MARKETS LIMITED, GOLDMAN SACHS INTERNATIONALand
MORGAN
STANLEY BANKas mandated lead arrangers (in this capacity each a Mandated
Lead Arranger);  (5)THE
FINANCIAL INSTITUTIONSlisted in Part 2 of
Schedule 1 (Original Parties) as original lenders (in this capacity each an Original
Lender);  (6)DEUTSCHE
BANK AG LONDONas facility agent (in this capacity the Facility
Agent); and  (7)DEUTSCHE
BANK AG LONDONas security agent (in this capacity theSecurity
Agent).  IT IS AGREEDas
follows:  1.INTERPRETATION  1.1Definitions  In this Agreement:  Acceptable Bankmeans a commercial bank or trust company which has a rating of A or higher by
S&P or Fitch or A2 or higher by Moodys or a comparable rating from an
internationally recognised credit rating agency for its long-term debt
obligations.  Accession Agreementmeans a deed, substantially in the form of Schedule 8 (Form of Accession
Agreement), with such amendments as the Facility Agent may approve or
reasonably require.  Accounting Principlesmeans the accounting principles applied in the Original Financial Statements.  Additional Borrowermeans eircom and any wholly-owned Subsidiary of eircom which, in each case,
becomes an Additional Borrower in accordance with Clause 30.6 (Additional
Obligors).  Additional Guarantormeans a member of the Group which becomes a Guarantor after the date of this
Agreement in accordance with Clause 30.6 (Additional Obligors).  1 
   Additional Obligormeans an Additional Borrower or an Additional Guarantor.  Administrative Partymeans each Mandated Lead Arranger, the Fronting Bank or the Facility Agent.  Admissionmeans
the admission of Holdcos ordinary share capital to listing on the official
lists of the Irish Stock Exchange and the UK Listing Authority and to trading
by the London Stock Exchange plc.  Affiliatemeans, in relation to any person, a Subsidiary or a Holding Company of that
person or any other Subsidiary of that Holding Company.  Agents Spot Rate of Exchangemeans the Facility Agents spot rate of exchange for the purchase of the
relevant currency in the London foreign exchange market with the Base Currency
as of 11.00 a.m. on a particular day.  APSSmeans the eircom
Approved Profit Sharing Scheme constituted by deed dated 31st March, 1999 (the APSS Trust
Deed).  Auditorsmeans PricewaterhouseCoopers, Ernst & Young, KPMG, Deloitte & Touche or
such other firm of independent public accountants of international standing
which may be appointed by the Company in accordance with this Agreement as its
auditors.  Availability Periodmeans:  (a)in
respect of the Tranche A Facility, the period from and including the date of
this Agreement to and including close of business in London on the earlier of
(i) the Refinancing Date and (ii) 31st March, 2004; and  (b)in
respect of the Tranche B Facility, the period from and including the date of
this Agreement to and including the date falling one month prior to the Final
Maturity Date.  Base Currencymeans euro.  Base Currency Amountof
a Credit means:  (a)if
the Credit is denominated in the Base Currency, its amount;  (b)if
the Credit is a Loan denominated in an Optional Currency, its equivalent in the
Base Currency calculated on the basis of the Agents Spot Rate of Exchange one
Business Day before the Rate Fixing Day for the first Term of that Loan (or, if
later, on the date the Facility Agent receives the relevant Request); and  (c)if
the Credit is a Documentary Credit denominated in an Optional Currency, its
equivalent in the Base Currency calculated on the basis of the Agents Spot
Rate of Exchange three Business Days before the proposed Utilisation Date (or,
if later, on the date the Facility Agent receives the relevant Request) or as
recalculated under Clause 8.6(a) (Documentary Credits in Optional Currency).  Beneficiarymeans the beneficiary of a Documentary Credit.  Borrowermeans the Company or an Additional Borrower.  2 
   Break Costsmeans 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 paid
otherwise than on its due date.  Bullet Repaymenthas
the meaning given to that term in Clause 9.1 (Repayment of Tranche A Loans).  Business Daymeans a day (other than a Saturday or a Sunday) on which banks are open for
general business in London and Dublin 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.  Business Modelmeans the business model for the Group agreed between the Company and the
Mandated Lead Arrangers as delivered to the Facility Agent pursuant to Clause
4.1 (Conditions precedent documents).  Cashmeans
cash in hand or on deposit with any Acceptable Bank and which is not subject to
any Security Interest (other than under the Combined Security Documents).  Cash Equivalentsmeans,
at any time:  (a)certificates
of deposit, maturing within one year after the relevant date of calculation,
issued by an Acceptable Bank;  (b)any
investment in marketable obligations issued or guaranteed by the government of
any OECD Country or by an instrumentality or agency of the government of any
OECD Country having an equivalent credit rating;  (c)open
market commercial paper:  (i)for
which a recognised trading market exists;  (ii)issued
in any OECD Country;  (iii)which
matures within one year after the relevant date of calculation; and  (iv)which
has a credit rating of either A-1 by S&P 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;  (d)Sterling
bills of exchange eligible for rediscount at the Bank of England (or Irish
equivalent) and accepted by an Acceptable Bank; or  (e)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 any time and which is
not issued or guaranteed by any member of the Group or subject to any Security
Interest (other than under the Combined Security Documents).  3 
   Charge of Sharesmeans the charge granted or to be granted by the Company in respect of the
shares of eircom and entered into in connection with the obligations of the
Obligors under the Finance Documents.  Combined Security Documentshas
the meaning given to that term in the Intercreditor Agreement.  Commitmentmeans a Tranche A Commitment or a Tranche B Commitment.  Compliance Certificatehas
the meaning given to that term in Clause 20.3 (Compliance Certificate).  Corporate Planmeans
the budget prepared by the Company at the outset of each of its financial years
setting out the projections in respect of profit and loss for the three
subsequent financial years.  Creditmeans a Loan or a Documentary Credit.  Dangerous Substancemeans any radioactive emissions or noise and any natural or artificial
substance (in whatever form) the generation, transportation, storage,
treatment, use or disposal of which (whether alone or in combination with any
substance) and including (without limitation) any controlled, special,
hazardous, toxic, radioactive or dangerous substance or waste, gives rise to a
risk of causing harm to man or any other living organism or damaging the
environment, public health or welfare.  Debenturesmeans:  (a)the
composite debenture to be entered into between eircom and ITI and the Security
Agent; and  (b)the
debenture entered into or to be entered into between the Company and the
Security Agent on or about the date of this Agreement,  each entered into
in connection with the obligations of the relevant Obligors under the Finance
Documents.  Defaultmeans:  (a)an
Event of Default; or  (b)an event
or circumstance which would be (with the expiry of a grace period, the giving
of notice, the making of any determination or the satisfaction of any other
applicable condition in each case as specified in Clause 23 (Default) or any
combination of them) an Event of Default, provided that any such event which by
reason of the express provisions in any Finance Document requires the
satisfaction of a condition of materiality before it may become an Event of
Default shall not be a Default unless that condition of materiality is
satisfied.  Designated Ratingmeans a corporate rating of both (i) Baa3 (or the equivalent) or higher from
Moodys or its successors and assigns and (ii) a rating of BBB- (or the
equivalent) or higher from S&P or its successors and assigns.  Disclosure Lettermeans the letter in the agreed form dated on or before the first Utilisation
Date from the Company to the Facility Agent, counter-signed by the Facility
Agent for the  4 
   purposes
of identification, disclosing certain matters considered by the Company to be
relevant in the context of such of the representations and warranties set out
in Clause 19 (Representations) of this Agreement and in the Finance Documents
as are expressed to be qualified by the Disclosure Letter for the purposes of
this Agreement and those Finance Documents.  Documentary Creditmeans any guarantee or Letter of Credit issued pursuant to Clause 6
(Utilisation - Documentary Credits), as the same may be varied or extended from
time to time in accordance with the terms of this Agreement.  eircommeans eircom Limited, registered in Ireland with company number 98789.  eircom ESOP Trustee Limitedmeans the company registered under such name in Ireland with company number
291846.  eircom Fundingmeans eircom Funding, an Irish unlimited public company registered in Ireland
with company number 359251.  eircom Funding Guaranteemeans
the guarantee given under the terms of the eircom Funding Loan Agreement by
eircom in favour of eircom Funding in respect of the obligations of the Company
under the eircom Funding Loan Agreement.  eircom FundingHoldcomeans
eircom Funding (Holdings) Limited, registered in Ireland with company number
359454.  eircom Funding Loanmeans the subordinated loan made by eircom Funding to the Company in an initial
principal amount of 509,597,969.63 on or about 7th August, 2003.  eircom Funding Loan Agreementmeans the agreement dated 7th August, 2003 made between eircom Funding as
lender, the Company as borrower and eircom as guarantor, documenting the terms
of the eircom Funding Loan.  Environmental Approvalmeans
any authorisation required by an Environmental Law.  Environmental Claimmeans any claim by any person in connection with:  (i)a
breach, or alleged breach, of an Environmental Law;  (ii)any
accident, fire, explosion or other event of any type involving an emission or
Dangerous Substance; or  (iii)any
other environmental contamination at or from any site owned or occupied by any
member of the Group.  Environmental Lawmeans any law or regulation concerning:  (i)the
protection of health and safety;  (ii)the
environment; or  (iii)any
emission or Dangerous Substance.  ESOTmeans
the eircom Employee Share Ownership Trust constituted by deed dated
31st March, 1999 (the ESOT Trust Deed).  5 
   EURIBORmeans for a Term of any Loan or overdue amount in euro:  (a)the
applicable Screen Rate; or  (b)if
no 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.  euromeans the single
currency of the Participating Member States.  Event of Defaultmeans an event specified as such in this Agreement.  Excluded Companiesmeans
eircom Funding, eircom Funding Holdco, eircom ESOP Trustee Limited, Lercie
Limited, the Nominees, New eircom Funding and New eircom Funding Holdco.  Existing Senior Facility Agreementmeans the 1,400,000,000 senior facility agreement dated 6th August, 2003 (as
supplemented and amended from time to time) between, inter alia, the Company and
others as Borrowers and/or Guarantors, Deutsche Bank AG London as Facility
Agent and the Lenders (each such term as defined therein).  Existing Senior Outstandingsmeans the principal amount of all cash borrowings outstanding under the
Existing Senior Facility Agreement together with all amounts outstanding in
connection therewith, and all amounts outstanding under or in connection with
the Finance Documents (as defined in the Existing Senior Facility Agreement but
excluding the Hedging Documents as defined therein), (including, but not
limited to, all amounts of interest, fees and expenses).  Facilitymeans a credit facility made available under this Agreement (all such
facilities together the Facilities).  Facility Officemeans 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 Lettermeans
any letter entered into by reference to this Agreement and/or the Facilities
between one or more Administrative Parties, and/or the Security Agent, and the
Company setting out the amount of certain fees referred to in this Agreement.  Final Maturity Datemeans the date which is five years from the date of this Agreement.  Finance Documentmeans:  (a)this
Agreement;  (b)a
Security Document;  6 
   (c)a
Fee Letter;  (d)a
Documentary Credit;  (e)a
Transfer Certificate;  (f)an
Accession Agreement;  (g)the
Intercreditor Agreement;  (h)a
Hedging Document;  (i)a
Request; and  (j)any
other document designated as such by the Facility Agent and the Company.  Finance Partymeans a Lender, an Administrative Party or the Security Agent.  Financial Indebtednessmeans any indebtedness for or in respect of (without double counting):  (a)moneys
borrowed;  (b)any
acceptance credit;  (c)any
bond, note, debenture, loan stock or other similar instrument;  (d)any
finance or capital lease treated as such in the Groups consolidated accounts;  (e)receivables
sold or discounted (otherwise than on a non-recourse basis);  (f)the
acquisition cost of any asset to the extent payable more than 120 days 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, except for non-payment of an amount, the then mark to
market value of the derivative transaction will be used to calculate its
amount);  (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 and any
agreement to maintain the solvency of any person whether by investing in,
lending to or purchasing assets of such person.  Fitchmeans Fitch Ratings Ltd. or any successor to its rating business.  Fronting Bankmeans
such Lender (being licensed in a member state of the European Union to engage
in guarantee business, and if not licensed in Ireland, which has notified its
regulatory authority of carrying on such business in Ireland and such
regulatory authority has  7 
   notified
the Central Bank and Financial Services Authority of Ireland or the Irish
Financial Services Regulatory Authority) which agrees (with the approval of the
Company, the Facility Agent and, where a Documentary Credit is outstanding at
that time (unless otherwise expressly provided in the terms of that Documentary
Credit), the relevant Beneficiary under that Documentary Credit) to act as
Fronting Bank and become bound by the terms of this Agreement and the
Intercreditor Agreement in that capacity. 
A reference to the Fronting Bank in relation to any particular
Documentary Credit shall be taken as a reference to the Lender which issued
that Documentary Credit as Fronting Bank, regardless of whether it has
subsequently ceased to act as Fronting Bank.  Funds Flow Statementmeans the statement in the agreed form prepared by the Company showing all
payments to and/or by members of the Group in connection with the Refinancing
and the IPO and the flow of funds occurring on and immediately before and after
the Refinancing Date.  GAAPmeans generally
accepted accounting principles in Ireland from time to time.  Groupmeans the Company and its Subsidiaries.  Group Guaranteesmeans (a) guarantees entered into pursuant to section 17 of the Companies
(Amendment) Act 1986 of Ireland; and (b) the assumption of joint and several
liability by eircom for debts arising from legal acts performed by eircom
Investments B.V. and eircomnet B.V. within the meaning of article 403,
paragraph 1 under f of Book 2 of the Dutch Civil Code.  Guarantormeans the Original Guarantor or an Additional Guarantor.  Hedging Bankhas
the meaning given to it in the Intercreditor Agreement.  Hedging Documenthas
the meaning given to it in the Intercreditor Agreement.  Hedging Lettermeans a letter dated on or about the date of this Agreement from the Company to
the Facility Agent relating to the proposed interest and currency hedging
strategy of the Group.  Hedging Security Documenthas
the meaning given to it in the Intercreditor Agreement.  High Yield Notesmeans the Senior High Yield Notes or the Junior High Yield Notes, or all of
them, as the context requires.  Holdcomeans eircom Group plc (formerly known as eircom Group Limited and, prior to
that, Valentia Holdings Limited) a company incorporated under the laws of
England and Wales with company number 4827199.  Holding Company, of
any other person, means a company in respect of which that other person is a
Subsidiary.  IBORmeans LIBOR or
EURIBOR, as appropriate.  Increased Costmeans:  (a)an
additional or increased cost;  (b)a
reduction in the rate of return under a Finance Document or on its overall
capital; or  8 
   (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.  Indenturesmean the Senior High Yield Indenture and the Junior High Yield Indenture.  Indenture Documentsmeans:  (a)the
Indentures (including any Senior High Yield Notes and Junior High Yield Notes
issued thereunder);  (b)the
registration rights agreements dated 7th August, 2003 relating to the High
Yield Notes, between the Company, certain of its Subsidiaries and the initial
purchasers of the High Yield Notes;  (c)the
dollar deposit and custody agreements and the two euro deposit and custody
agreements dated 7th August, 2003 relating to the High Yield Notes, between the
Company, The Bank of New York or an affiliate thereof as book-entry depository
and The Bank of New York or an affiliate thereof as note custodian thereunder;  (d)the
purchase agreement dated 30th July, 2003 relating to the High Yield Notes,
between the Company, certain of its Subsidiaries and the initial purchasers
referred to therein; and  (e)the
fee letters dated 29th July, 2003 together with any amendment letters in
connection therewith, relating to the fees payable in connection with the High
Yield Notes.  Information Memorandummeans
the information memorandum prepared or to be prepared on behalf of, and
approved or to be approved by, the Company in connection with this Agreement.  Intellectual Property Rightsmeans all know-how, patents, trademarks, service marks, designs, business
names, topographical or similar rights, copyrights and other intellectual
property rights and any interests (including by way of licence) in any of the
foregoing (in any jurisdiction and in each case whether registered or not and
including all applications for the same) of any member of the Group.  Intercreditor Agreementmeans the intercreditor agreement dated on or around the date of this Agreement
between, amongst others, the Company, eircom Funding, Holdco and the Facility
Agent.  IPOmeans the issue of
certain Ordinary Shares to be offered by Holdco to certain institutional and
other sophisticated investors, the issue of certain Ordinary Shares by Holdco
to eircom ESOP Trustee Limited in its capacity as trustee of the ESOT and the
APSS, and the related listing of the shares of Holdco on the London and Irish
Stock Exchanges, all to occur on or about the Refinancing Date.  Irelandmeans the Republic of Ireland, and Irish shall be construed accordingly.  9 
   ITImeans Irish
Telecommunications Investments Limited, registered in Ireland with company
number 81987.  Joint Venturemeans all joint venture entities, whether a company, unincorporated firm,
undertaking, joint venture, association or partnership in which any member of
the Group has an interest from time to time.  Junior High Yield Indenturemeans the senior subordinated indenture, dated 7th August, 2003, between eircom
Funding as issuer, eircom Limited and the other guarantors referred to therein,
The Bank of New York as trustee, registrar and paying agent, The Bank of New
York (Luxembourg) as Luxembourg paying agent and transfer agent, The Bank of
New York (London) as principal paying agent and transfer agent, AIB/BNY Fund
Management (Ireland) Limited as Irish paying agent and transfer agent and any
entities that from time to time are added as additional guarantors (as
supplemented and amended by a supplemental indenture dated on or about the
Refinancing Date and executed pursuant to a consent solicitation dated 22nd
January, 2004 (as supplemented on 13th February, 2004) made by eircom Funding).  Junior High Yield Notesmeans
the Original Notes (as defined in the Junior High Yield Indenture).  Lease Transactionsmeans
those finance lease transactions referred to in Schedule 6 (Existing Security)
and any related transactions and the financing arrangements in relation thereto
(including any letters of credit, facility letters, reimbursement agreements
and guarantees or their replacements).  Lease Transaction Securitymeans
any Security Interest subsisting or created (or the creation of which is
contemplated) as of the date of this Agreement in connection with any of the
Lease Transactions.  Lendermeans:  (a)an
Original Lender; or  (b)any
person which becomes a Lender in accordance with Clause 30.2 (Assignments and
transfers by Lenders),  which in each
case has not ceased to be a Party in accordance with the terms of this
Agreement.  Letter of Creditmeans a letter of credit issued by the Fronting Bank pursuant to Clause 6.3
(Issue of Documentary Credit) substantially in one of the forms set out in
Schedule 10 (Forms of Letter of Credit), or in such other form as the Fronting
Bank, acting on the instructions of the Majority Lenders, shall agree, as the
same may be varied or extended from time to time in accordance with the terms
of this Agreement.  LIBORmeans for a Term of any Loan or overdue amount denominated in any currency
other than euro:  (a)the
applicable Screen Rate; or  (b)if
no Screen Rate is available for the relevant currency or 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 London interbank market,  10 
   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 that Term.  Loanmeans, unless
otherwise stated in this Agreement, the principal amount of each borrowing
under this Agreement or the principal amount outstanding of that borrowing.  Majority Lendersmeans, at any time, Lenders:  (a)whose
share in the outstanding Credits and whose undrawn Commitments then aggregate
66 2/3 per cent. or more of the aggregate of all the
outstanding Credits and the undrawn Commitments of all the Lenders;  (b)if
there is no Credit then outstanding, whose undrawn Commitments then aggregate
66 2/3 per cent. or more of the Total Commitments; or  (c)if
there is no Credit then outstanding and the Total Commitments have been reduced
to zero, whose Commitments aggregated 66 2/3 per cent. or
more of the Total Commitments immediately before the reduction.  Mandatory Costmeans the cost of complying with certain regulatory requirements, expressed as
a percentage rate per annum and calculated by the Facility Agent under Schedule
4 (Calculation of the Mandatory Cost).  Marginmeans 1.5 per cent. per annum, save as adjusted pursuant to Clause 11.3
(Margin adjustments).  Material Adverse Effectmeans an event or circumstance that is or is
reasonably likely to be materially adverse to:  (a)the ability of any Obligor to perform its payment or
other material obligations under any Finance Document (taking into account
support able to be provided to that Obligor by other members of the Group and
including, without limitation, obligations under Clause 21 (Financial
covenants)); or  (b)the validity or enforceability of any Finance Document
(other than a Hedging Security Document); or  (c)the business, assets or financial condition of the
Obligors as a whole.  Material Subsidiarymeans, at any time, any Subsidiary of the Company, other than eircom ESOP
Trustee Limited, whose net assets, Adjusted EBITDA or turnover (excluding
intra-Group items) then equal or exceed five per cent. of the net assets,
Consolidated Adjusted EBITDA or turnover of the Group.  For this purpose:  (a)the
net assets, Adjusted EBITDA or turnover 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;  (b)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
net assets, Adjusted EBITDA or turnover of that Subsidiary will be determined
from its latest financial statements (consolidated if it has Subsidiaries);  11 
   (c)the
net assets, Consolidated Adjusted EBITDA or turnover of the Group will be
determined from its latest audited financial statements, adjusted (where
appropriate) to reflect the net assets, Adjusted EBITDA or turnover of any
company (consolidated if it has Subsidiaries) or business subsequently acquired
or disposed of;  (d)the
net assets, Consolidated Adjusted EBITDA and turnover of the Group shall be
calculated without regard to the Excluded Companies; and  (e)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
signed by the Companys Auditors and setting out calculations in reasonable
detail to evidence whether or not such company is a Material Subsidiary will
be, in the absence of manifest error, conclusive.  Maturity Datemeans, for a Tranche B Loan or a Documentary Credit, the last day of its Term.  Moodysmeans Moodys Investors Service, Inc., or any successor to its ratings
business.  Net IPO Proceedsmeans the proceeds of the IPO less all related costs, commissions and expenses
and less the cost of redeeming the third party preference shares of Holdco, in
each case in the amounts shown in the Funds Flow Statement.  New eircom Fundinghas
the meaning given to that term in Clause 22.7(a)(xv) (Borrowing and
refinancing).  New eircom Funding Guaranteehas
the meaning given to that term in Clause 22.7(a)(xv) (Borrowing and
refinancing).  New eircom Funding Holdcohas
the meaning given to that term in Clause 22.7(a)(xv) (Borrowing and
refinancing).  New eircom Funding Loanhas
the meaning given to that term in Clause 22.7(a)(xv) (Borrowing and
refinancing).  New eircom Funding Loan Agreementhas
the meaning given to that term in Clause 22.7(a)(xv) (Borrowing and
refinancing).  New eircom Funding Nomineesmeans, to the extent any shares of New eircom Funding are required to be held
by shareholders other than New eircom Funding Holdco under Irish law, any
nominee shareholders of New eircom Funding.  Nomineesmeans eircom (Holdings No.1) Limited, eircom (Holdings No. 2) Limited, eircom
(Holdings No. 3) Limited, eircom (Holdings No. 4) Limited, eircom (Holdings No.
5) Limited, and eircom (Initial Funder) Limited.  Non-Obligormeans a member of the Group that is not an Obligor.  Obligormeans a Borrower or a Guarantor.  12 
   OECD Countrymeans
each member from time to time of the Organisation for Economic Co-operation and
Development which has a rating of A or higher by S&P or Fitch or A2 or
higher by Moodys or a comparable rating from a nationally recognised credit-rating
agency for its long-term debt obligations.  Optional Currencymeans Sterling and US Dollars.  Ordinary Sharesmeans ordinary shares of 0.10 each in the issued share capital of Holdco.  Original Financial Statementsmeans the audited consolidated financial statements of the Company for the year
ended 31st March, 2003.  Original Obligormeans the Original Borrower and the Original Guarantor.  Parenthas
the meaning given to such term in the Senior High Yield Notes as in force at
the Refinancing Date (as evidenced by the documents delivered to the Facility
Agent pursuant to Clause 4.1 (Conditions precedent documents)).  Participating Member Statemeans a member state of the European Communities that adopts or has adopted the
euro as its lawful currency under the legislation of the European Union for
European Monetary Union.  Partymeans a party to this Agreement.  Permitted Distributionhas
the meaning given to that term in Clause 22.16 (Dividends).  Permitted Treasury Transactionhas
the meaning given to that term in Clause 22.12 (Treasury Transactions).  Primary Syndication Datemeans
the earlier of (i) the date on which the Facility Agent notifies the Company
that primary syndication of the Facilities has been or is to be completed and
(ii) the date falling five months after the Refinancing Date.  Proposed Employee Indemnitymeans
any guarantee or indemnity given by eircom to a Joint Venture established in
accordance with Clause 22.10(b) (Mergers, Acquisitions and Joint Ventures) for
the principal purpose of effecting an outsourcing on arms length commercial
terms of the Groups information technology function, in respect of the
obligations of that Joint Venture to its employees in the event of voluntary or
compulsory redundancies of such employees to the extent that they were
previously employees of eircom.  Pro Rata Sharemeans:  (a)for
the purpose of determining a Lenders share in a utilisation of a Facility, the
proportion which its Commitment under that Facility bears to all the
Commitments under that Facility; and  (b)for
any other purpose on a particular date:  (i)the
proportion which a Lenders share of the Credits (if any) bears to all the
Credits;  (ii)if
there is no Credit outstanding on that date, the proportion which its
Commitment bears to the Total Commitments on that date;  13 
   (iii)if
the Total Commitments have been cancelled, the proportion which its Commitments
bore to the Total Commitments immediately before being cancelled; or  (iv)when
the term is used in relation to a Facility, the above proportions but applied
only to the Credits and Commitments for that Facility.  For the purpose
of sub-paragraph (iv) above, the Facility Agent will determine, in the case of
a dispute, whether the term in any case relates to a particular Facility.  Rate Fixing Daymeans:  (a)the
second TARGET Day before the first day of a Term for a Loan denominated in
euro;  (b)the
first day of a Term for a Loan denominated in Sterling; or  (c)the
second Business Day before the first day of a Term for a Loan denominated in US
Dollars,  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 Banksmeans Barclays Bank plc, Deutsche Bank AG London and The Royal Bank of Scotland
plc and any other bank or financial institution appointed as such by the
Facility Agent under this Agreement.  Refinancingmeans the payment in full of the Existing Senior Outstandings and the discharge
in full of all obligations and liabilities (whether actual or contingent) owed
to the Finance Parties (as defined in the Existing Senior Facility Agreement)
under or in connection with the Finance Documents (as defined in the Existing Senior
Facility Agreement but excluding the Hedging Documents as defined therein).  Refinancing Datemeans the first Utilisation Date.  Repayment Datehas
the meaning given to it in Clause 9.1 (Repayment of Tranche A Loans).  Repayment Instalmentmeans each instalment for repayment of the Tranche A Loans.  Repeating Representationsmeans the representations which are deemed to be repeated under this Agreement
pursuant to Clause 19 (Representations).  Requestmeans a request for a Credit, substantially in the form of Schedule 3 (Form of
Request).  Rollover Creditmeans one or more Credits under the Tranche B Facility:  (a)to
be made on the same day that a maturing Credit under the Tranche B Facility is
due to be repaid;  (b)the
aggregate amount of which is equal to or less than the maturing Credit; and  (c)to
be made to the same Borrower for the purpose of refinancing a maturing Credit
under the Tranche B Facility.  14 
   Screen Ratemeans:  (a)for
EURIBOR, the percentage rate per annum determined by the Banking Federation of
the European Union; and  (b)for
LIBOR, the British Bankers Association Interest Settlement Rate,  for the relevant Term displayed on the appropriate
page of the Telerate 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 Assignmentmeans:  (a)the
security assignment agreement entered or to be entered into by eircom Funding
in favour of the Security Agent relating to the eircom Funding Loan and the
eircom Funding Guarantee; and  (b)the
security assignment entered or to be entered into by eircom Funding in favour
of the Security Agent relating to the Hedging Documents to which eircom Funding
is a party.  Security Documentmeans:  (a)each
Security Assignment;  (b)the
Charge of Shares;  (c)each
Debenture; and  (d)any
other document evidencing or creating security over any asset of an Obligor to
secure any obligation of any Obligor to a Finance Party under the Finance
Documents.  Security Interestmeans any mortgage, pledge, lien, charge, assignment, hypothecation or security
interest or any other agreement or arrangement having a similar effect.  Senior High Yield Indenturemeans the senior indenture, dated 7th August, 2003, between the Company as
issuer, eircom Limited as guarantor, The Bank of New York as trustee, registrar
and paying agent, The Bank of New York (Luxembourg) as Luxembourg paying agent
and transfer agent, The Bank of New York (London) as principal paying agent and
transfer agent, AIB/BNY Fund Management (Ireland) Limited as Irish paying agent
and transfer agent and any entities that from time to time are added as
additional note guarantors (as supplemented and amended by a supplemental
indenture dated on or about the Refinancing Date and executed pursuant to a
consent solicitation dated 22nd January, 2004 (as supplemented on 13th
February, 2004) made by the Company).  Senior High Yield Notesmeans the Original Notes (as defined in the Senior High Yield Indenture).  S&Pmeans Standard & Poors Corporation (a division of the McGraw-Hill
Companies, Inc.) (or any successor to its ratings business).  Shareholder Debthas
the meaning given to it in the Intercreditor Agreement.  15 
   Sterlingor £
means the lawful currency for the time being of the U.K.  St. Johns Roadmeans the property measuring approximately 3.9 hectares, situated at St. Johns
Road West/Military Road, Kilmainham, Dublin 8.  Subsidiarymeans an entity of which a person has direct or indirect control or owns
directly or indirectly more than 50% of the voting capital or similar right of
ownership (excluding eircom ESOP Trustee Limited for so long as it is the
trustee of ESOT and/or the APSS and all or substantially all its assets are
held on trust for the beneficiaries of ESOT and/or the APSS respectively) and control
for this purpose means the power to direct the management and the policies of
the entity whether through the ownership of voting capital, by contract or
otherwise.  TARGET Daymeans 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.  Taxmeans any tax,
levy, impost, duty or other charge or withholding of a similar nature
(including any related penalty or interest).  Tax Deductionmeans a deduction or withholding for or on account of Tax from a payment under
a Finance Document.  Tax Paymentmeans a payment made by an Obligor to a Finance Party in any way relating to a
Tax Deduction or under any indemnity given by that Obligor in respect of Tax
under any Finance Document.  Termmeans each
period determined under this Agreement:  (a)by
reference to which interest on a Loan or an overdue amount is calculated; or  (b)for
which the Fronting Bank may be under a liability under a Documentary Credit.  Total Commitmentsmeans the aggregate of the Commitments of all the Lenders.  Total Tranche A Commitmentsmeans the aggregate of the Tranche A Commitments of all the Lenders, being as
at the date of this Agreement 1,250,000,000.  Total Tranche B Commitmentsmeans the aggregate of the Tranche B Commitments of all the Lenders, being as
at the date of this Agreement 150,000,000.  Tranche A Commitmentin
relation to a Lender means the amount (if any) appearing and designated as such
against that Lenders name in Schedule 1 (Original Parties) or in the Transfer
Certificate or other document by which it became a party to or acquired rights
and/or obligations under this Agreement, as reduced or increased by
substitution or transfer pursuant to Clause 30 (Changes to the Parties) and any
Transfer Certificates to which such Lender is party, and to the extent not
otherwise cancelled, transferred, reduced or terminated under this
Agreement.  As at the date of this
Agreement, the aggregate of all the Lenders Tranche A Commitments is
1,250,000,000.  Tranche A Facilitymeans
the term loan facility referred to in Clause 2.1(a) (Facilities).  Tranche A Loanmeans
a Loan under the Tranche A Facility and identified as such in its Request.  16 
   Tranche B Borrowermeans an Additional Borrower which is permitted to borrow (subject to the terms
of this Agreement) all or part of the Tranche B Facility.  Tranche B Commitmentin
relation to a Lender means the amount (if any) appearing and designated as such
against that Lenders name in Schedule 1 (Original Parties) or in the Transfer
Certificate or other document by which it became a party to or acquired rights
and/or obligations under this Agreement, as reduced or increased by
substitution or transfer pursuant to Clause 30 (Changes to the Parties) and any
Transfer Certificates to which such Lender is party, and to the extent not
otherwise cancelled, transferred, reduced or terminated under this
Agreement.  As at the date of this
Agreement, the aggregate of all the Lenders Tranche B Commitments is 150,000,000.  Tranche B Facilitymeans
the revolving credit facility referred to in Clause 2.1(b) (Facilities).  Tranche B Loanmeans
a Loan under the Tranche B Facility and identified as such in its Request.  Transfer Certificatemeans a certificate, substantially 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.  Treasury Transactionmeans any derivative transaction protecting against or benefiting from
fluctuations in any rate, price, index or credit rating.  U.K.means the United
Kingdom of Great Britain and Northern Ireland.  US Dollarsor US$
means the lawful currency for the time being of the United States of America.  Utilisation Datemeans each date on which a Facility is utilised.  1.2Construction  (a)The
following definitions have the meanings given to them in Clause 21 (Financial
covenants):  (i)Adjusted
EBITDA;  (ii)Consolidated
Adjusted EBITDA;  (iii)Consolidated
Cash and Cash Equivalents;  (iv)Consolidated
Interest Payable;  (v)Consolidated
Net Interest Payable;  (vi)Consolidated
Net Total Borrowings;  (vii)Consolidated
Total Borrowings;  (viii)Consolidated
Total Senior Borrowings;  (ix)Measurement
Period; and  17 
   (x)Quarter
Date.  (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
will be construed accordingly;  assetsincludes present and future properties, revenues and rights of every
description;  an authorisation includes an authorisation,
consent, approval, resolution, licence, exemption, filing, registration or notarisation;  disposalmeans a sale, transfer, grant, lease or other disposal, whether voluntary or
involuntary, and dispose will be construed accordingly;  indebtednessincludes any obligation (whether incurred as principal or as surety) for the
payment or repayment of money;  know
your customer requirementsare the checks that a
Finance Party requests in order to meet its obligations under applicable money
laundering regulations to identify a person who is (or is to become) its
customer;  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;  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;  a document being in the agreed form means that the
document is in a form previously agreed in writing by the initialling of such
document by or on behalf of the Company and the Facility Agent or is otherwise
a document in form and substance satisfactory to the Facility Agent (acting on
the instructions of the Majority Lenders, each acting reasonably);  (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;  18 
   (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 next month or the calendar month
in which it is to end, as appropriate.  (d)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 and 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) or termination
of that Finance Document.  (e)Unless
the contrary intention appears:  (i)a
reference to a Party will not include that Party if it has ceased to be a Party
under this Agreement;  (ii)an
amount in euro is payable only in the euro unit;  (iii)a
word or expression 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;  (iv)any
obligation of an Obligor under the Finance Documents which is not a payment
obligation remains in force for so long as any payment obligation of an Obligor
is or may be outstanding under the Finance Documents; and  (v)if
there is an inconsistency between this Agreement and another Finance Document,
this Agreement will prevail unless that other Finance Document is the
Intercreditor Agreement, in which case the Intercreditor Agreement will
prevail.  (f)The
headings in this Agreement do not affect its interpretation.  (g)It
is agreed that the obligations of the Company in this Agreement are corporate
obligations of the Company only and not its present or future shareholders (the
Shareholders).  No liability shall attach to or be incurred
by the Shareholders directly or indirectly by reason of any obligations,
agreements, covenants or representations contained in this Agreement and the
Shareholders may rely on this clause and to that extent their rights under the
Contracts (Rights of Third Parties) Act 1999 are not excluded.  19 
   2.FACILITIES  2.1Facilities  Subject to the terms of this Agreement the Lenders
make available:  (a)to
the Company, the Tranche A Facility: a term loan facility in an aggregate
amount not exceeding the Total Tranche A Commitments; and  (b)to
the Tranche B Borrowers only, the Tranche B Facility: a revolving credit
facility in an aggregate amount not exceeding the Total Tranche B Commitments.  2.2Documentary
Credits  (a)The
Tranche B Facility includes a Documentary Credit option.  (b)The
maximum aggregate amount which may be outstanding under the Documentary Credits
at any one time is 50,000,000.  2.3Nature
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;  (b)failure
by a Finance Party to perform its obligations does not affect the obligations
of any other Party under the Finance Documents;  (c)no
Finance Party is responsible for the obligations of any other Finance Party
under the Finance Documents;  (d)the
rights of a Finance Party under the Finance Documents are separate and
independent rights;  (e)a
debt arising under the Finance Documents to a Finance Party is a separate and
independent debt; and  (f)a
Finance Party may, except as otherwise stated in the Finance Documents,
separately enforce those rights.  2.4Appointment
of Company as Obligors agent  Each Obligor (other than the Company) by its
execution of this Agreement or an Accession Agreement irrevocably appoints the
Company to act on its behalf as its agent in relation to the Finance Documents
and irrevocably authorises:  (a)the
Company on its behalf to supply all information concerning itself contemplated
by this Agreement to the Finance Parties and to give and receive all notices
and instructions (including, in the case of a Borrower, Requests), to execute
on its behalf any Accession Agreement and to make such agreements capable of
being given or made by any Obligor (including, without limitation, any
agreement (however fundamental) amending, novating or varying any of the terms
of any of the Finance Documents and/or any related documents) notwithstanding
that they may affect such Obligor, without further reference to or the consent
of such Obligor; and  20 
   (b)each
Finance Party to give any notice, demand or other communication to such Obligor
pursuant to the Finance Documents to the Company on its behalf, and in each
case such Obligor shall be bound thereby as though such Obligor itself had
given such notices and instructions (including, without limitation, any
Requests) or executed or made such agreements or received any such notice,
demand or other communication.  2.5Companys
acts as Obligors agent binding  Every act, omission, agreement, undertaking,
settlement, waiver, notice or other communication given or made by the Company
or given to the Company as agent for the Obligors under the Finance Documents
or in connection with the Finance Documents (whether or not known to any other
Obligor and whether occurring before or after such other Obligor became an
Obligor under this Agreement) shall be binding for all purposes on all other
Obligors as if the other Obligors had expressly made, given or concurred with
the same.  In the event of any conflict
between any notices or other communications of the Company and any other
Obligor, those of the Company shall prevail.  3.PURPOSE  3.1Tranche
A Facility  Each Tranche A Loan shall be applied in or towards
the Refinancing and/or the payment of certain costs, fees and expenses incurred
by members of the Group in connection with the Refinancing (including, if
necessary, swap termination payments) and/or the IPO in accordance with the
Funds Flow Statement.  3.2Tranche
B Facility  Each Tranche B Loan and each Documentary Credit may
only be used for working capital and other general corporate purposes of the
Group.  3.3No
obligation to monitor  No Finance Party is bound to monitor or verify the
utilisation of a Facility.  4.CONDITIONSPRECEDENT  4.1Conditions
precedent documents  (a)The
Lenders and the Fronting Bank shall not be obliged to participate in any Loan
or, as the case may be, issue any Documentary Credit 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 1 of Schedule 2 (Conditions Precedent
Documents) in form and substance satisfactory to the Facility Agent (acting on
the instructions of the Majority Lenders and, if applicable, the Fronting Bank,
each acting reasonably) or has waived in writing the requirement for any such
document or evidence.  The Facility
Agent must give this notification to the Company and the Lenders promptly upon
being so satisfied.  (b)The
Lenders and the Fronting Bank shall not be obliged to participate in any Loan
or, as the case may be, issue any Documentary Credit unless and until Admission
has occurred.  21 
   4.2Further
conditions precedent  The obligations of each Lender to participate in any
Credit are subject to the further conditions precedent that on both the date of
the Request and the Utilisation Date for that Credit:  (a)the
Repeating Representations are correct in all material respects (or, in the case
of a Rollover Credit, no Event of Default has been declared in writing in
relation to any such Repeating Representation by the Facility Agent acting on
the instructions of the Majority Lenders which instructions also specify that a
Rollover Credit is not to be rolled over); and  (b)no
Default (or, in the case of a Rollover Credit, no Event of Default which has
been declared in writing by the Facility Agent acting on the instructions of
the Majority Lenders, which instructions also specify that a Rollover Credit is
not to be rolled over) is outstanding or would result from the Credit.  4.3Tranche
B Facility  In addition to the other conditions in this
Agreement, the Tranche B Facility may not be utilised unless the Tranche A
Commitments have been (or will be upon first utilisation of the Tranche B
Facility) fully utilised.  4.4Conditions
Subsequent  The Company shall procure that as soon as reasonably
practicable, and in any event within 45 days of the Refinancing Date, eircom
and ITI shall each:  (a)become
an Additional Guarantor in accordance with the terms of Clauses 30.6 (Additional
Obligors) (a), (c), (d) and (e); and  (b)execute
and deliver to the Security Agent the Debenture referred to in paragraph (a) of
the definition of Debentures in Clause 1.1 (Definitions) together with the
documents and evidence (each to be in form and substance satisfactory to the
Security Agent acting reasonably) listed in Part 3 of Schedule 2 (Conditions
Precedent Documents).  4.5Maximum
number  Unless the Facility Agent agrees, a Request may not
be given if, as a result of making the Credit in accordance with the Request,
there would be more than 15 Credits outstanding.  5.UTILISATION - LOANS  5.1Giving
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 10.00 a.m. (London time) one
Business Day before the Rate Fixing Day for the proposed borrowing or, in
respect of a Loan to be made on the Refinancing Date, by such time as the
Original Lenders and the Facility Agent may agree with the Company.  22 
   (c)Each
Request is irrevocable.  5.2Completion
of Requests  A Request for a Loan will not be regarded as having
been duly completed unless:  (a)it
identifies the Borrower (which, in the case of a Tranche B Loan shall be a
Tranche B Borrower);  (b)it
identifies the Facility the Loan applies to;  (c)the
Utilisation Date is a Business Day falling within the Availability Period for
that Loan;  (d)if
delivered in respect of a Tranche B Loan, the Tranche A Facility has been, or
on the same date as the date on which that Tranche B Loan is drawn will be,
drawn in full;  (e)the
amount of the Loan requested is:  (i)a
minimum of 10,000,000 and an integral multiple of 5,000,000;  (ii)the
maximum undrawn amount available under this Agreement for Loans under the
relevant Facility on the proposed Utilisation Date; or  (iii)such
other amount as the Facility Agent may agree; and  (f)the
proposed currency and Term comply with this Agreement.  Only one Loan may be requested in a Request.  5.3Advance
of Loan  (a)The
Facility Agent must promptly notify each Lender of the details of the requested
Loan and the amount of its share in that Loan.  (b)The
amount of each Lenders share of the Loan will be its Pro Rata Share on the
proposed Utilisation Date.  (c)No
Lender is obliged to participate in a Loan if as a result:  (i)its
share in the Credits under a Facility would exceed its Commitment for that
Facility; or  (ii)the
Credits would exceed the Total Commitments.  (d)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.  6.UTILISATION - DOCUMENTARYCREDITS  6.1Giving
of Requests  (a)A
Borrower may request a Documentary Credit to be issued under the Tranche B
Facility by giving to the Facility Agent a duly completed Request.  23 
   (b)Unless
the Facility Agent otherwise agrees, the latest time for receipt by the
Facility Agent of a duly completed Request is 10.00 a.m. (London time) three
Business Days before the proposed Utilisation Date.  (c)Each
Request is irrevocable.  6.2Completion
of Requests  A Request for a Documentary Credit will not be
regarded as being duly completed unless:  (a)it
identifies the Borrower (which shall be a Tranche B Borrower);  (b)it
identifies the Beneficiary by name and address;  (c)it
specifies that it is for a Documentary Credit;  (d)the
Utilisation Date is a Business Day falling within the Availability Period for
that Documentary Credit;  (e)the
amount of the Documentary Credit requested is:  (i)a
minimum of 2,000,000;  (ii)the
maximum undrawn amount available under this Agreement for Documentary Credits
on the proposed Utilisation Date; or  (iii)such
other amount as the Facility Agent may agree;  (f)the
proposed beneficiary is:  (i)an
entity which is entitled to receive such Documentary Credit in accordance with
the terms of the relevant Lease Transaction to which it is party;  (ii)a
bank approved by the Facility Agent (acting reasonably); or  (iii)any
other beneficiary approved by the Majority Lenders (acting reasonably);  (g)the
form of Documentary Credit is attached and has been approved by the Fronting
Bank;  (h)the
expiry date of the Documentary Credit falls on or before the Final Maturity
Date;  (i)the
delivery instructions for the Documentary Credit are specified; and  (j)the Borrower making such Request shall represent and
warrant to each Finance Party that the conditions set forth in the immediately
succeeding paragraph will be met.  The Fronting Bank is not obliged to issue a
Documentary Credit if to do so would in the opinion of the Fronting Bank result
in it being in breach or violation of the Irish Insurance Act, 1936 or the EC
(Non-Life Insurance) Regulations, 1976, save that in such circumstances the
Fronting Bank must, in consultation with the Company, use its reasonable
endeavours to remedy or avoid such breach by completing any necessary
procedural formalities, provided that the Fronting Bank is not obliged to take
any step under this Subclause if, in the opinion of the Fronting Bank (acting
reasonably), to do so might be prejudicial to it.  24 
   Only one Documentary Credit may be requested in a
Request.  6.3Issue
of Documentary Credit  (a)The
Facility Agent must promptly notify the Fronting Bank and each Lender of the
details of the requested Documentary Credit and the amount of its share of that
Documentary Credit.  (b)The
amount of each Lenders share in a Documentary Credit will be its Pro Rata
Share on the proposed Utilisation Date.  (c)The
Fronting Bank is not obliged to issue any Documentary Credit if as a result:  (i)a
Lenders share in the Credits under the Tranche B Facility would exceed
its Tranche B Commitment; or  (ii)the
outstanding Credits under the Tranche B Facility would exceed the Total Tranche
B Commitments.  (d)If
the conditions set out in this Agreement have been met, the Fronting Bank must
issue the Documentary Credit on the Utilisation Date.  7.DOCUMENTARY CREDITS  7.1General  (a)A
Documentary Credit is repaid or prepaid if:  (i)a
Borrower provides cash cover for that Documentary Credit;  (ii)the
maximum amount payable under the Documentary Credit is reduced in accordance
with its terms; or  (iii)the
Fronting Bank is satisfied (acting reasonably) that it has no further liability
under that Documentary Credit.  The amount by which a Documentary Credit is repaid
or prepaid under sub-paragraphs (i) and (ii) above is the amount of the
relevant cash cover or reduction.  (b)If a
Documentary Credit or any amount outstanding under a Documentary Credit is
expressed to be or becomes immediately payable, the Borrower that requested the
issue of that Documentary Credit must repay or prepay that amount immediately.  (c)Cash coveris
provided for a Documentary Credit if the relevant Borrower pays an amount in
the currency of the Documentary Credit to an interest-bearing account with a
Finance Party in London in the name of the Borrower and the following
conditions are met:  (i)the
account is with the Facility Agent (if, subject as provided below, the cash
cover is to be provided for all the Lenders) or with a Lender (if the cash
cover is to be provided for that Lender);  (ii)until
no amount is or may be outstanding under that Documentary Credit, withdrawals
from the account may only be made to pay a Finance Party amounts due and
payable to it under that Documentary Credit or this Clause; and  25 
   (iii)the
Borrower has executed a security document over that account, in form and substance
satisfactory to the Facility Agent or the relevant Lender, creating a first
ranking security interest over that account.  Where cash cover is to be provided to all the
Lenders, a Lender may require its portion of the cash cover to be paid into its
account instead of an account with the Facility Agent.  (d)The outstanding
or principal
amount of a Documentary Credit at any time is the maximum amount that is or may
be payable by the relevant Borrower in respect of that Documentary Credit at
that time.  7.2Claims
under a Documentary Credit  (a)Each
Borrower and each Lender irrevocably and unconditionally authorises the
Fronting Bank to pay any claim made or purported to be made under a Documentary
Credit requested by it and which appears on its face to be in order (a claim).  (b)Each
Borrower must immediately on demand pay to the Facility Agent for the Fronting
Bank an amount equal to the amount of any claim.  (c)Each
Borrower and each Lender acknowledges that the Fronting Bank:  (i)is
not obliged to carry out any investigation or seek any confirmation from any
other person before paying a claim; and  (ii)deals
in documents only and will not be concerned with the legality of a claim or any
underlying transaction or any available set-off, counterclaim or other defence
of any person.  (d)The
obligations of a Borrower under this Clause will not be affected by:  (i)the
sufficiency, accuracy or genuineness of any claim or any other document; or  (ii)any
incapacity of, or limitation on the powers of, any person signing a claim or
other document.  7.3No
Event of Default  The making by a Beneficiary of a claim under a
Documentary Credit shall not of itself constitute an Event of Default for the
purpose of this Agreement.  7.4Indemnities  (a)A
Borrower must on demand indemnify the Fronting Bank against any loss or
liability which the Fronting Bank incurs under or in connection with any
Documentary Credit requested by it, except to the extent that the loss or
liability is directly caused by the gross negligence or wilful misconduct of
the Fronting Bank.  (b)Each
Lender must promptly on demand indemnify the Fronting Bank against its share of
any loss or liability which the Fronting Bank incurs under or in connection
with any Documentary Credit and which has not been paid for by an Obligor,
except to the extent that the loss or liability is directly caused by the gross
negligence or wilful misconduct of the Fronting Bank.  26 
   (c)A
Lenders share of the liability or loss referred to in sub-paragraph (b) above
will be its Pro Rata Share of the relevant Documentary Credit on its
Utilisation Date, adjusted to reflect any subsequent assignment or transfer
under and in accordance with the terms of this Agreement.  (d)The
relevant Borrower must immediately on demand reimburse any Lender for any
payment it makes to the Fronting Bank under this Subclause.  (e)The
obligations of each Lender and each Borrower under this Clause are continuing
obligations and will extend to the ultimate balance of all sums payable by that
Lender or Borrower under or in connection with any Documentary Credit,
regardless of any intermediate payment or discharge in whole or in part.  (f)The
obligations of each Lender or Borrower 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 other person).  This
includes:  (i)any
time or waiver granted to, or composition with, any person;  (ii)any
release of any person under the terms of any composition or arrangement;  (iii)the
taking, variation, compromise, exchange, renewal or release of, or refusal or
neglect to perfect, take up or enforce, any rights against, or security over
assets of, any person;  (iv)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;  (v)any
incapacity or lack of power, authority or legal personality of or dissolution
or change in the members or status of any person;  (vi)any
amendment (however fundamental) of a Finance Document or any other document or
security;  (vii)any
unenforceability, illegality or invalidity of any obligation of any person
under any Finance Document or any other document or security; or  (viii)any
insolvency or similar proceedings.  7.5Fronting
Bank as Lender  A Lender which is also the Fronting Bank shall be
treated as a separate entity in those capacities and capable, as a Lender, of
contracting with itself as the Fronting Bank.  7.6Rights
of contribution  No Borrower will be entitled to any right of
contribution or indemnity from any Finance Party in respect of any payment it
may make under this Clause.  8.OPTIONAL CURRENCIES  8.1Denomination  (a)Tranche
A Loans may only be denominated in the Base Currency.  27 
   (b)Tranche
B Loans and Documentary Credits issued under the Tranche B Facility may be
denominated in the Base Currency or, subject as provided below, an Optional
Currency.  8.2Selection  A Borrower must select the currency of a Credit in
its Request.  8.3Conditions
relating to Optional Currencies  Subject to Clause 8.1 (Denomination) a Credit may be
denominated in an Optional Currency for a Term if that Optional Currency is
readily available in the amount required and freely convertible into the Base
Currency in the relevant interbank market on the Rate Fixing Day (if the Credit
is a Loan) or on the date falling three Business Days before the proposed
Utilisation Date or, if later, on the date the Facility Agent receives the
relevant Request (if the Credit is a Documentary Credit) and (in any case) on
the first day of that Term.  8.4Revocation
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 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 the Loan in the Base Currency; and  (ii)the
share of that Lender and any other similarly affected Lender(s) in the Loan
will be treated as a separate Loan denominated in the Base Currency during that
Term.  (c)Any
part of a Loan treated as a separate 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 Credit if it is not denominated in the
same currency as the maturing Loan by reason only of the operation of this
Subclause.  8.5Optional
Currency equivalents  The equivalent in the Base Currency of a Credit or
part of a Credit in an Optional Currency for the purposes of calculating:  (a)whether
any limit under this Agreement has been exceeded;  (b)the
amount of a Credit;  (c)the
share of a Lender in a Credit;  28 
   (d)the
amount of any cancellation, repayment or prepayment of a Credit; or  (e)the
undrawn amount of a Lenders Commitment,  is its Base Currency Amount.  8.6Documentary
Credits in Optional Currency  (a)If a
Documentary Credit is denominated in an Optional Currency the Facility Agent
must at six monthly intervals after the date of this Agreement recalculate the
Base Currency Amount of that Documentary Credit (for which purpose the Base
Currency Amount shall be calculated using the Agents Spot Rate of Exchange on
the date of calculation).  (b)The
Company must, within three Business Days of the Facility Agent giving notice of
any calculation under paragraph (a) above, ensure that the Tranche B
Facility is prepaid to the extent necessary so that the Base Currency Amount of
all outstanding Utilisations of the Tranche B Facility (calculated for
Documentary Credits as set out in paragraph (a) above) does not exceed the
Tranche B Commitments.  8.7Notification  The Facility Agent must notify the Lenders and the
Company of the relevant Base Currency Amount (and the applicable Agents Spot
Rate of Exchange) promptly after they are ascertained.  9.REPAYMENT  9.1Repayment
of Tranche A Loans  Each Borrower must repay the Tranche A Loans
made to it by semi-annual instalments in accordance with the following
schedule.  Each Repayment Instalment
shall be paid on the dates (each a Repayment Date) indicated below and shall
be in an aggregate amount equal to the percentage of the Total Tranche A Commitments
as at the date of this Agreement as is set out opposite the relevant Repayment
Date below.  The final Repayment
Instalment (the Bullet Repayment) shall be paid on the Final Maturity Date and
shall comprise all the Tranche A Loans then outstanding.  Repayment
  Date
  
  Repayment
  InstalmentDate falling twenty-four months after the
  date of this Agreement
  
  5.6%Date falling thirty months after the date
  of this Agreement
  
  5.6%Date falling thirty-six months after the
  date of this Agreement
  
  5.6%Date falling forty-two months after the
  date of this Agreement
  
  5.6%Date falling forty-eight months after the
  date of this Agreement
  
  5.6%Date falling fifty-four months after the
  date of this Agreement
  
  5.6%Final Maturity Date
  
  All the Tranche A Loans then outstanding  29 
   9.2Repayment
of Tranche B Loans  (a)Each
Borrower must repay each Tranche B Loan made to it in full on its Maturity
Date.  No Tranche B Loan may be
outstanding after the Final Maturity Date.  (b)Subject
to the other terms of this Agreement, any amounts repaid under paragraph (a)
above may be re-borrowed and any Rollover Credit shall be netted off against
the amount to be repaid on the same date so that only the net amount of cash
owed as between the parties shall be paid.  9.3Repayment
of Documentary Credits  (a)Each
Borrower must repay each Documentary Credit issued on its behalf in full on its
Maturity Date.  (b)Subject
to the other terms of this Agreement, any amounts repaid under paragraph (a)
above may be re-utilised.  (c)Any
Documentary Credit still outstanding on the Final Maturity Date shall be repaid
on that date in accordance with Clause 7.1(a) (General).  10.PREPAYMENT AND CANCELLATION  10.1Mandatory
prepayment - illegality  (a)A
Lender (or the Fronting Bank, as the case may be) must notify the Company
promptly if it becomes aware that it is unlawful in any jurisdiction for that
Lender (or the Fronting Bank, as the case may be) to perform any of its
obligations under a Finance Document or to fund or maintain its share in (or,
in the case of the Fronting Bank, to issue or leave outstanding) any Credit.  (b)After
notification under paragraph (a) above:  (i)each
Borrower must repay or prepay the share of that Lender in (or, in the case of
the Fronting Bank, the whole of) each Credit utilised by it on the date
specified in paragraph (c) below; and  (ii)the
Commitments of that Lender will be immediately cancelled (or, as the case may
be, the Fronting Bank shall not be obliged to issue any Documentary Credit and
each Borrower must use its best endeavours to procure the release of each of
the Documentary Credits issued at its request and outstanding at that time).  (c)The
date for repayment or prepayment of a Lenders share in (or, in the case of the
Fronting Bank, the whole of) a Credit will be:  (i)the
Business Day following receipt by the Company of notice from the Lender under
paragraph (a) above; or  (ii)if
later, the latest date allowed by the relevant law.  10.2Mandatory
prepayment - change of control  (a)If
at any time, any person or group of persons acting in concert (and/or their
Affiliates, limited partnerships or vehicles or funds which are under their
control) acquires control of the  30 
   Company
(other than any person who had control as at the Refinancing Date), then, if
the Majority Lenders so require, the Facility Agent must, by notice to the
Company:  (i)cancel
the Total Commitments; and  (ii)declare
all outstanding Credits, together with accrued interest and all other amounts
accrued under the Finance Documents, to be immediately due and payable.  Any such notice will take effect in accordance with
its terms.  (b)In paragraph
(a) above:  controlmeans the power (whether through the (direct or indirect) ownership of voting
capital, by contract or in any other way recognised by law) to exercise or to
control the exercise of 50% plus one vote of the total voting rights in the
issued share capital of the Company; and  acting in concertmeans acting together pursuant to an agreement or understanding (whether formal
or informal).  10.3Mandatory
prepayment  disposals  Upon the sale of all or substantially all of the
assets or business of the Group, all of the Commitments shall be cancelled and
the Company shall procure that all of the Credits are prepaid in full forthwith
in accordance with this Clause 10.  10.4Mandatory
Prepayment - debt issues  (a)Upon
the issue of any bonds, notes or other debt securities by any member of the
Group (other than an issue solely in favour of another member of the Group) (a Debt Issue),
prior to the Designated Rating being attained by the Company or any Parent, the
Company shall ensure that an amount equal to one hundred per cent. of the Net
Proceeds of such Debt Issue received by the relevant member of the Group shall
be applied in prepayment of Credits in accordance with this Clause 10.  (b)For
the purpose of this Subclause:  Net
Proceedsmeans the consideration received by the Company
and/or its Subsidiaries in respect of any Debt Issue net of all taxes
applicable on, or to any gain resulting from (or incurred in connection with
the upstreaming of the consideration received from), that Debt Issue and net of
all reasonable third party costs, fees or expenses incurred by members of the
Group in arranging and effecting that Debt Issue.  (c)Subject
to Clause 10.5 (Payment into a blocked account), any prepayment under this
Subclause must be made on or before the last day of the Term of the Credit to
be prepaid in which the Net Proceeds of the relevant Issue are received by the
relevant company.  10.5Payment
into a blocked account  (a)In
this Clause blocked account means an interest bearing blocked account in
the name of the Company with the Facility Agent.  (b)When
it is established that the Company will be required to prepay or procure
prepayment of Credits on the last day of the current Term(s) for those Credits,
the Company must within 10  31 
   Business
Days of receipt of the relevant Net Proceeds ensure that an amount equal to the
amounts to be prepaid is deposited in the blocked account.  (c)The
Company and each Borrower irrevocably authorises the Facility Agent to apply
any amount deposited with it under paragraph (b) towards prepayment of the
Credits on the last day of the relevant Term(s) or earlier if the Company so
directs.  (d)Amounts
standing to the credit of a blocked account may only be used to repay or prepay
Credits in accordance with this Clause 10 or any other amounts outstanding
under the Finance Documents.  10.6Voluntary
prepayment  (a)The
Company may, by giving not less than five Business Days prior notice to the
Facility Agent, prepay (or ensure that a Borrower prepays) any Credit at any
time in whole or in part.  (b)A
prepayment of part of a Credit in respect of a Loan must be in a minimum amount
of 10,000,000 and an integral multiple of 5,000,000.  10.7Automatic
cancellation  The Commitments of each Lender under each Facility
will, to the extent undrawn at that date, 
be automatically cancelled at the close of business in London on the
last day of the Availability Period for that Facility.  10.8Voluntary
cancellation  (a)The
Company may, by giving not less than five Business Days prior notice to the
Facility Agent, cancel the unutilised amount of the Tranche A Commitments or
the Tranche B Commitments in whole or in part.  (b)Partial
cancellation of the Tranche A Commitments or the Tranche B Commitments must be
in a minimum amount of 10,000,000 and an integral multiple of 5,000,000.  (c)Any
cancellation in part of the Commitments under any Facility will be applied
against the Commitment of each Lender participating in that Facility pro rata.  10.9Involuntary
prepayment and cancellation  (a)If
an Obligor 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.  (b)After
notification under paragraph (a) above:  (i)each
Borrower must repay or prepay that Lenders share in each Credit 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 Credit will be the
last day of the current Term for that Credit or, if earlier, the date specified
by the Company in its notification.  32 
   10.10Application
between Tranche A Facility and Tranche B Facility  (a)Any
amount to be applied in mandatory prepayment of the Credits must be applied:  (i)first,
in prepayment of the Tranche A Loans;  (ii)secondly,
in prepayment of the Tranche B Loans; and  (iii)thirdly,
in prepayment of any Documentary Credit.  (b)Where
there is a mandatory or involuntary prepayment of a Credit, the relevant
Commitments will, at the same time, be reduced by the same amount.  (c)If a
prepayment is required to be made in respect of the Tranche B Facility at a
time when no Tranche B Loan or Documentary Credit is outstanding, the Tranche B
Commitments will be reduced by the amount which would have been required to be
applied in prepayment of the Tranche B Facility, notwithstanding that no
Tranche B Loan or Documentary Credit is prepaid.  (d)Any
partial voluntary prepayment of the Tranche A Facility will be applied pro rata
against all the remaining Repayment Instalments other than the Bullet
Repayment.  (e)Any
partial mandatory prepayment of the Tranche A Facility will be applied pro rata
against all the remaining Repayment Instalments including the Bullet Repayment.  (f)No
amount of a Tranche A Loan repaid or prepaid under this Agreement may
subsequently be re-borrowed.  10.11Re-borrowing of
Credits  Any Credit under the Tranche B Facility which is
voluntarily prepaid in whole or in part may be re-borrowed on the terms of this
Agreement.  For the avoidance of doubt,
any Credit which is mandatorily or involuntarily prepaid may not be
re-borrowed.  10.12Miscellaneous
provisions  (a)Any
notice of prepayment and/or cancellation under this Agreement is irrevocable
and must specify the relevant date(s) and the affected Credits and
Commitments.  The Facility Agent must
notify the Lenders promptly of receipt of any such notice.  (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
Majority Lenders may agree a shorter notice period for a voluntary prepayment
or a voluntary cancellation.  (d)No
prepayment or cancellation is allowed except in accordance with the express terms
of this Agreement.  (e)No
amount of the Total Commitments cancelled under this Agreement may subsequently
be reinstated.  33 
   11.INTEREST  11.1Calculation
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)IBOR;
and  (c)Mandatory
Cost.  11.2Payment
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.  11.3Margin
adjustments  (a)In
this Subclause:  Consolidated Net Total Borrowings, Consolidated
Adjusted EBITDAandQuarter Date have the meanings given to
them in Clause 21.1 (Financial Covenants  Definitions).  Margin Certificateis
a certificate, substantially in the form of Schedule 7 (Form of Compliance Certificate),
setting out the ratio of Consolidated Net Total Borrowings and Consolidated
Adjusted EBITDA (calculated in accordance with Clause 21.3 (Consolidated Net
Total Borrowings to Consolidated Adjusted EBITDA)) as at a Quarter Date.  (b)The
Company must supply to the Facility Agent a Margin Certificate within 45 days
of each Quarter Date, beginning with the first Quarter Date to fall after the
first anniversary of the date of this Agreement.  (c)A
Margin Certificate must be signed by two authorised signatories of the Company.  (d)Subject
to paragraph (e) below, after the first anniversary of the date of this
Agreement the Margin will be calculated by reference to the table below and the
information set out in the relevant Margin Certificate:  Column 1
  
  Column
  2Ratio of
  Consolidated Net Total Borrowings to
  Consolidated Adjusted EBITDA
  
  Margin
  (per cent. per annum)Greater than or equal to 3.50:1
  
  1.500Less than 3.50:1 but greater than or equal
  to 3.25:1
  
  1.250Less than 3.25:1 but greater than or equal
  to 3.00:1
  
  1.125Less than 3.0:1
  
  1.000  34 
   (e)Any
adjustment to the Margin pursuant to paragraph (d) above shall be effective
from the date falling 5 Business Days after the date of delivery of the
relevant Margin Certificate and applicable accounts.  (f)For
so long as:  (i)the
Company is in default of its obligation under this agreement to provide a
Margin Certificate; or  (ii)an
Event of Default is outstanding,  the Margin will be the highest applicable rate,
provided that once the Company has provided the outstanding Margin Certificate
or the Event of Default is no longer outstanding (as the case may be), the
Margin shall revert to the applicable Margin calculated in accordance with
Clause 11.3(d).  (g)If
the Margin has been reduced under this Subclause in reliance on a Margin
Certificate but the subsequent audited financial statements of the Company do
not confirm the reduction, the reduction will be reversed with retrospective
effect.  The Margin will instead be that
calculated by reference to the relevant financial statements of the
Company.  If, in this event, any amount
of interest has been paid by a Borrower on the basis of the Margin Certificate,
that Borrower must immediately pay to the Facility Agent any shortfall in the
amount which would have been paid to the Lenders if the Margin had been
calculated by reference to the relevant financial statements.  11.4Interest
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, on 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.  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.  35 
   11.5Bank
basis  Interest shall accrue from day to day, and be
computed on the basis of a year of 360 days and the actual number of days
elapsed.  11.6Notification
of rates of interest  The Facility Agent must promptly notify each
relevant Party of the determination of a rate of interest under this Agreement.  12.TERMS  12.1Selection
- Tranche A Loans  (a)Each
Tranche A Loan has successive Terms.  (b)Each
Term for a Tranche A Loan will start on its Utilisation Date or on the expiry
of its preceding Term.  (c)A
Borrower must select the first Term for a Tranche A Loan in the relevant
Request and each subsequent Term in an irrevocable notice received by the
Facility Agent not later than 10.00 a.m. (London time) on the Rate Fixing
Day for that Term.  (d)If a
Borrower fails to select a Term for an outstanding Tranche A Loan under
paragraph (c) above, that Term will, subject to the other provisions of
this Clause, be three months.  (e)Subject
to the following provisions of this Clause, each Term for a Tranche A Loan will
be one, two, three or six months (or any other shorter period agreed by the
Company and the Facility Agent or any other period of longer than six months
agreed by the Company and the Facility Agent (acting on the instructions of all
the Lenders)).  12.2Selection
- Tranche B Loans  (a)Each
Tranche B Loan has one Term only.  (b)A
Borrower must select the Term for a Tranche B Loan in the relevant Request.  (c)Subject
to the following provisions of this Clause, each Term for a Tranche B Loan will
be one, two, three or six months (or any other shorter period agreed by the
Company and the Facility Agent or any other period of longer than six months
agreed by the Company and the Facility Agent (acting on the instructions of all
the Lenders)).  12.3Consolidation  (a)Unless
the relevant Borrower otherwise requests, a Term for a Tranche A Loan will end
on the same day as the current Term for any other Tranche A Loan.  On the last day of those Terms, those
Tranche A Loans will be consolidated and treated as one Tranche A Loan.  (b)Until
the Primary Syndication Date, the Term of any Tranche B Loan will end on the
same day as the current Term of any other Tranche B Loan borrowed by that
Borrower.  36 
   12.4Coincidence
with Repayment Instalment dates  (a)A
Borrower may select any Term of less than six months for a Tranche A Loan (and
may redesignate any Tranche A Loan as two Tranche A Loans) to ensure that the
amount of the Tranche A Loans with a Term ending on a date for repayment of a
Repayment Instalment is not less than the Repayment Instalment due on that
date.  (b)If a
Borrower fails to make a selection in the circumstances envisaged in paragraph
(a) above, the Facility Agent may prior to the Rate Fixing Day for the relevant
Term shorten any Term for a Tranche A Loan (and may designate any Tranche A
Loan as two Tranche A Loans) to achieve the same end.  12.5No
overrunning the Final Maturity Date  If a Term would otherwise overrun the Final Maturity
Date, it will be shortened so that it ends on the Final Maturity Date.  12.6Other
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, provided that no Term in excess of six
months may be agreed by the Facility Agent without the prior agreement of all
the Lenders.  12.7Notification  The Facility Agent must notify the relevant Borrower
and the Lenders of the duration of each Term promptly after ascertaining its
duration.  12.8Terms
during syndication  Notwithstanding any other provision of this
Agreement, no Borrower may choose a Term other than one month (or such other
period (not exceeding six months) as may be agreed between the Facility Agent
and the Company) in respect of any Loan the Term (or first Term) of which
starts before the Primary Syndication Date.  13.MARKET DISRUPTION  13.1Failure
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 11.00 a.m.
(London 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.  13.2Market
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 11.00 a.m. (London time) on the Rate Fixing
Day; or  37 
   (ii)the
Facility Agent receives by close of business on the Rate Fixing Day
notification from Lenders whose shares in the relevant Loan exceed 35 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, and in
any event before interest is due to be paid in respect of that Term, 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.  13.3Alternative
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 for a
period of not more than 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.  14.TAXES  14.1General  In this Clause:  Irish Lendermeans
a Lender which,  (a)at
the date a payment of interest is made under this Agreement, carries on a bona
fide banking business in Ireland; or  (b)is a
company:  (i)which
advances money to an Irish Obligor being a company in the ordinary course of a
trade which includes the lending of money to a company;  (ii)in
whose hands any interest payable in respect of money so advanced is taken into
account in computing the trading income of the company; and  (iii)which:  (A)has
notified in writing to the appropriate Irish Revenue Commissioners inspector to
whom the company makes the return referred to in section 951 of the Taxes
Consolidation Act 1997  38 
   (TCA)
that it meets the requirements of subparagraphs (i) and (ii), and  (B)has
notified the said Irish Obligor in writing that it is a company which meets
those requirements and that it has made the notification referred to in
subparagraph (iii)(A); and  (C)has
provided the said Irish Obligor with its tax reference number (within the
meaning of section 885 of the TCA); or  (c)is a
qualifying company within the meaning of section 110 of TCA; or  (d)is
resident for tax purposes (under the law of the appropriate country) in a
country which is a Member State of the European Union (other than Ireland) or
with which Ireland has a double taxation agreement and which does not carry on
a business in Ireland through a branch or agency with which the payment is
effectively connected.  Irish Obligormeans
an Obligor resident in Ireland for Irish tax purposes or which makes such
payments through a branch or office in Ireland.  UK Obligormeans
an Obligor resident in the United Kingdom for the purposes of United Kingdom
taxation or which makes such payments through a branch, office or other
permanent establishment in the United Kingdom.  Qualifying Lendermeans a Lender which is:  (a)in
relation to payments of interest made by an Irish Obligor, an Irish Lender;  (b)in
relation to payments of interest made by a UK Obligor, a UK Lender; or  (c)a
Treaty Lender.  Tax Creditmeans
a credit against any Tax or any relief or remission for Tax (or its repayment).  Treaty Lendermeans:  (a)in
relation to payments made by an Irish Obligor, a Lender which is, on the date a
payment of interest is made under this Agreement, a person which is resident
(as defined in the appropriate double taxation agreement) in and is making
loans from, and which does not carry on a business in Ireland through a branch
or agency with which the payment is effectively connected, a country with which
Ireland has a double taxation agreement which permits the payment of interest
to persons so resident by persons resident in Ireland without the deduction of
any withholding tax or a company which is resident for tax purposes (under the
law of the appropriate country) in a country which is a Member State of the
European Union (other than Ireland) or with which Ireland has a double taxation
agreement; or  (b)in
relation to payments made by a UK Obligor, a Lender which is, on the date a
payment of interest falls due under this Agreement:  (i)a
bank or company which is resident (as defined in the appropriate double
taxation agreement) in a country with which the United Kingdom has a double
taxation agreement which permits the payment of interest to persons so resident
by persons  39 
   so
resident in the United Kingdom without the deduction of any withholding tax;
and  (ii)does
not carry on a business in the United Kingdom through a permanent establishment
(as defined in the appropriate double taxation agreement) with which the
payment is effectively connected.  U.K. Lendermeans
a Lender which is:  (a)within
the charge to U.K. corporation tax in respect of, and beneficially entitled to,
a payment of interest on a Loan made by a person that was a bank for the
purposes of section 349 of the Income and Corporation Taxes Act 1988 (as
currently defined in section 840A of the Income and Corporation Taxes Act 1988)
at the time the Loan was made; or  (b)a
U.K. Non-Bank Lender.  U.K. Non-Bank Lendermeans a Lender which is:  (a)a
company resident in the U.K. for tax purposes;  (b)a
partnership each member of which is a company resident in the U.K. for tax
purposes; or  (c)a
company not resident in the U.K. for tax purposes which carries on a trade in
the U.K. through a branch or agency or, for the purposes of accounting periods
beginning on or after 1st January, 2003, a permanent establishment
and brings into account payments made to it under this Agreement in computing
its chargeable profits for the purpose of section 11(2) of the Income and
Corporation Taxes Act 1988,  which, in each case, is beneficially entitled to
payments made to it under this Agreement and which has provided to the Company
and not retracted confirmation of the above.  14.2Tax
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.  40 
   (d)Except
as provided below, neither an Irish Obligor or a U.K. Obligor is required to
make an increased payment under paragraph (c) above to a Lender that is not, or
has ceased to be, a Qualifying Lender in excess of the amount that the Obligor
would have had to pay had the Lender been, or not ceased to be, a Qualifying
Lender.  (e)Paragraph
(d) above will not apply if the Lender has ceased to be a Qualifying Lender by
reason of any change after the date it became a Lender under this Agreement in
(or in the interpretation, administration, or application of) any law or double
taxation agreement or any published practice or concession of any relevant
taxing authority.  (f)Neither
an Irish Obligor or a U.K. Obligor is required to make an increased payment to
a Lender under paragraph (c) above if that Lender is a Treaty Lender and the
Obligor making the payment is able to demonstrate that the Tax Deduction would
not have been required if the Lender had complied with its obligations under
paragraph (i) below.  (g)If
an Obligor is required to make a Tax Deduction, that Obligor must make the
minimum Tax Deduction allowed by law and must make any payment required in
connection with that Tax Deduction within the time allowed by law.  (h)Within
30 days of making either a Tax Deduction or a payment required in connection
with a Tax Deduction, the Obligor making that Tax Deduction or payment must
deliver to the Facility Agent for the relevant Finance Party evidence
(including copies of any receipts) 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.  (i)A
Treaty Lender must co-operate with each Obligor by using its reasonable
endeavours to complete any procedural formalities necessary for that Obligor to
obtain authorisation to make that payment without a Tax Deduction.  (j)Any
confirmation by a Lender of its status for the purpose of the definition of U.K.
Non-Bank Lender must be given to the Facility Agent on or promptly
after the date it becomes a Lender.  The
Facility Agent must promptly forward any confirmation received by it to the
Company.  A U.K. Non-Bank Lender must
promptly notify the Company and the Facility Agent of any change in its status
that may affect any confirmation made by it.  14.3Tax
indemnity  (a)Except
as provided below, the Company must indemnify a Finance Party against any loss
or liability which that Finance Party (in its absolute discretion) determines
will be or has been suffered (directly or indirectly) by that Finance Party 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 any Tax assessed on a Finance Party under the laws
of the jurisdiction in which:  (i)that
Finance Party is incorporated or, if different, the jurisdiction (or
jurisdictions) in which that Finance Party is treated as resident for tax
purposes; or  (ii)that
Finance Partys Facility Office is located in respect of amounts received or
receivable in that jurisdiction,  if that Tax is imposed on or calculated by reference
to the net income received or receivable by that Finance Party.  However, any payment deemed to be received
or receivable, including  41 
   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.  (c)A
Finance Party making, or intending to make, a claim under paragraph (a) above
must promptly notify the Company of the event which will give, or has given,
rise to the claim.  14.4Tax
Credit  If an Obligor makes a Tax Payment and the relevant
Finance Party (in its absolute discretion) determines that:  (a)a
Tax Credit is attributable to that Tax Payment; and  (b)it
has used and retained that Tax Credit,  the Finance Party must promptly notify the Obligor
of such Tax Credit and promptly pay an amount to the Obligor which that Finance
Party determines (in its absolute discretion) will leave the Finance Party
(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.  14.5Stamp
taxes  The Company must pay and indemnify each Finance
Party against any stamp duty, registration or other similar Tax payable in
connection with the entry into, performance or enforcement of any Finance
Document, except for any such Tax payable in connection with the entry into of
a Transfer Certificate.  14.6Value
added taxes  (a)Any
amount (including costs and expenses) payable under a Finance Document by an
Obligor is exclusive of any value added tax or any other Tax of a similar
nature which might be chargeable in connection with that amount.  If any such Tax is chargeable, 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 Tax.  (b)The
obligation of any Obligor under paragraph (a) above will be reduced to the
extent that the Finance Party reasonably determines that it is entitled to
repayment or a credit in respect of the relevant Tax.  15.INCREASED COSTS  15.1Increased
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.  42 
   15.2Exceptions  The Company need not make any payment for an
Increased Cost to the extent that the Increased Cost is:  (a)compensated
for under another Clause or would have been but for an exception to that
Clause;  (b)a
tax on the overall net income of a Finance Party or any of its Affiliates;  (c)attributable
to a Finance Party or its Affiliate wilfully failing to comply with any law or
regulation; or  (d)compensated
for by the payment of the Mandatory Costs.  15.3Claims  A Finance Party intending to make a claim for an
Increased Cost must notify the Company promptly of the circumstances giving
rise to, and the amount of, the claim.  16.MITIGATION  16.1Mitigation  (a)Each
Finance Party must, in consultation 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 Increased Cost being payable to that Finance Party;  (ii)that
Finance Party being able to exercise any right of prepayment and/or
cancellation under this Agreement by reason of any illegality; or  (iii)that
Finance Party incurring any cost of complying with the minimum reserve
requirements of the European Central Bank,  including (but not limited to) 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 requested to be 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.  16.2Conduct
of business by a Finance Party  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  43 
   (c)oblige
any Finance Party to disclose any information relating to its affairs (Tax or
otherwise) or any computation in respect of Tax which it considers to be
confidential.  17.PAYMENTS  17.1Place  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.  17.2Funds  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.  17.3Distribution  (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 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 has not been received by the Facility Agent, 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 from such sources as it may
reasonably select.  44 
   17.4Currency  (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 euros.  17.5No
set-off or counterclaim  All payments made by an Obligor under the Finance
Documents must be made without set-off or counterclaim.  17.6Business
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) or whatever day the Facility Agent determines is market practice.  (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.  17.7Partial
payments  (a)If
any Administrative Party receives a payment insufficient to discharge all the
amounts then due and payable by the Obligors under the Finance Documents, the
Administrative Party 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
Administrative Parties and/or the Security 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.  45 
   (c)This
Subclause will override any appropriation made by an Obligor.  17.8Timing
of payments  If a Finance Document does not provide for when a
particular payment is due, that payment will be due within five Business Days
of demand by the relevant Finance Party.  18.GUARANTEE AND INDEMNITY AND RELEASE OF SECURITY  18.1Guarantee
and indemnity  Each Guarantor jointly and severally 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, it must immediately on demand by the Facility
Agent pay that amount as if it were the principal obligor; and  (c)indemnifies
each Finance Party immediately on demand against any loss or liability suffered
by that Finance Party if any obligation expressed to be guaranteed by it is or
becomes unenforceable, invalid or illegal; the amount of the loss or liability
under this indemnity will be equal to the amount the Finance Party would otherwise
have been entitled to recover.  18.2Continuing
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.  18.3Reinstatement  (a)If
any discharge (whether in respect of the obligations of any Obligor or any
security for those obligations or otherwise) or arrangement is made in whole or
in part on the faith of any payment, security or other disposition which is
avoided or must be restored on insolvency, liquidation or otherwise without
limitation, the liability of each Guarantor under this Clause will continue as
if the discharge or arrangement had not occurred.  (b)Each
Finance Party may concede or compromise any claim that any payment, security or
other disposition is liable to avoidance or restoration.  18.4Waiver
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;  46 
   (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;  (f)any
amendment (however fundamental) of a Finance Document or any other document or
security; or  (g)any
unenforceability, illegality, invalidity or non-provability of any obligation
of any person under any Finance Document or any other document or security.  18.5Immediate
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.  18.6Appropriations  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:  (a)without
affecting the liability of any Guarantor under this Clause:  (i)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  (ii)apply
and enforce them in such manner and order as it sees fit (whether against those
amounts or otherwise); and  (b)hold
in an interest-bearing suspense account any moneys received from any Guarantor
or on account of that Guarantors liability under this Clause.  18.7Non-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,  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);  47 
   (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) in respect of
any payment made or moneys received on account of that Guarantors liability
under this Clause; 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
in respect of any payment made or moneys received on account of that
Guarantors liability under this Clause.  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.  18.8Additional
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.  18.9Certificate  A certificate of the Facility Agent as to any amount
due from any Obligor under this Agreement (containing reasonable details of the
calculation thereof) shall, in the absence of manifest error, be prima facie
evidence of such amount as against each Guarantor.  18.10Release of
Guarantors  At the time of completion of any sale or other
disposal (in accordance with and as expressly permitted by this Agreement and
by Clause 30.7 (Resignation of an Obligor (other than the Company or eircom))
in particular) to a person or persons outside (and which will remain outside)
the Group of all of the shares in the capital of any Guarantor (other than the
Company) (or of all of the shares in any other member of the Group such that
any Guarantor (other than the Company) ceases as a result thereof to be a
member of the Group) and in such other circumstances (if any) as all the
Lenders may from time to time agree in writing, such Guarantor shall be
released from all past, present and future liabilities (both actual and
contingent and including, without limitation, any liability to any other
Guarantor by way of contribution) hereunder and under the other Finance
Documents to which it is a party (other than liabilities which it has in its
capacity as a Borrower).  For the
avoidance of doubt, notwithstanding the foregoing, the Company must comply with
Clause 21.6 (Guarantor cover) at all times.  18.11Attainment of
Designated Rating  Release of Security Interests  (a)Once
the Designated Rating has been attained by the Company or any Parent, if the
Company so requests in writing to the Security Agent, the Security Agent shall
(at the expense of the Company), and is hereby irrevocably authorised by each
other Finance Party to, promptly execute on behalf of itself and each Finance
Party, without the need for any further referral to, or authority from, any
Finance Party or other Party, a release or discharge of the Security Interests
created by the Security Documents substantially in the form set out in Schedule
13 (Form of Release) Part 1 or Part 2 (as appropriate).  48 
   (b)Each
Finance Party will (at the cost of the Company) promptly do such other things
as requested by the Company (acting reasonably) to effect the release or
discharge referred to in paragraph (a) above of the Security Interests created
by the Security Documents .  19.REPRESENTATIONS  19.1Representations  The representations set out in this Clause are made
by each Obligor or (if it so states) the Company to each Finance Party.  The representations and warranties in Clause
19.2 to 19.19 (inclusive) shall be subject to any matter disclosed in all
material respects to the Finance Parties in the Disclosure Letter.  19.2Status  (a)It
is a company, duly incorporated and validly existing under the laws of its
jurisdiction of incorporation.  (b)It
and each of its Material Subsidiaries has the power to own its assets and carry
on its business as it is being conducted.  19.3Powers
and authority  It has the power to enter into and perform, and has
taken all necessary action to authorise the entry into and performance of the
Finance Documents to which it is or will be a party and the transactions
contemplated by those Finance Documents.  19.4Legal
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 (other than any Hedging
Security Document) is its legally binding, valid and enforceable obligation.  19.5Non-conflict  The entry into and performance by it of, and the
transactions contemplated by, the Finance Documents do not conflict with:  (a)any
law or regulation applicable to it;  (b)its
constitutional documents or the constitutional documents of any of its
Subsidiaries who are party to the Finance Documents; or  (c)any
document which is binding upon it or any of its Subsidiaries or any of its or
its Subsidiaries assets in such a manner or to such an extent as to have a
Material Adverse Effect.  19.6No
default  (a)No
Default is outstanding or will result from the execution of, or the performance
of any transaction contemplated by, any Finance Document.  (b)No
Event of Default is outstanding or will result from the execution of, or the
performance of any transaction contemplated by, any Finance Document.  49 
   (c)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.  19.7Authorisations  Except for registration of each Security Document,
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 obtained or effected (as appropriate) and
are in full force and effect save where failure to obtain or effect any such
authorisation would not have a Material Adverse Effect.  19.8Business
licences, etc.  All authorisations required by it and the Material
Subsidiaries in order for it and the Material Subsidiaries to carry on their
business operations have been obtained or effected, save where failure to do so
would not have a Material Adverse Effect.  19.9Financial
statements  Its audited financial statements most recently
delivered to the Facility Agent under this Agreement:  (a)have
been prepared in accordance with the accounting principles and practices
generally accepted in its jurisdiction of incorporation, consistently applied;
and  (b)give
a true and fair view of its financial condition (consolidated if applicable) as
at the date to which they were drawn up,  except, in each case, as disclosed in those
financial statements.  19.10No material
adverse effect  No event or series of events have occurred which
constitute a Material Adverse Effect.  19.11Information
Package  (a)In
this Subclause:  Information Packagemeans:  (i)the
Business Model; and  (ii)the
Information Memorandum,  supplied to the
Mandated Lead Arrangers.  (b)In
the case of the Company only:  (i)the
factual information contained in the Information Package was true and accurate
in all material respects as at its date or (if appropriate) as at the date (if
any) at which it is stated to be given;  50 
   (ii)all
expressions of opinion or intention contained in the Information Package were
made after careful consideration and are believed by the Company to be
reasonable as at the date at which it is stated to be given;  (iii)the
financial projections contained in the Information Package have been prepared
as at the date of the Information Package on the basis of recent historical
information and assumptions believed by the Company to be reasonable at that
date;  (iv)the
Information Package did not omit as at its date any information which, if
disclosed, would make the Information Package untrue or misleading in any
material respect; and  (v)nothing
has occurred since the date of the Information Package which, if disclosed,
would make the Information Package untrue or misleading in any material
respect.  The Company may make written disclosures to the
Facility Agent against this representation prior to its repetition on the
Primary Syndication Date and the representation will be deemed to be qualified
by those written disclosures.  19.12Litigation etc.  (a)No
litigation, arbitration or administrative or regulatory proceedings or
investigations are current or, to its knowledge, pending or threatened, which
are reasonably likely to be determined adversely to it or to any of its
Subsidiaries, and which, if adversely determined, would have a Material Adverse
Effect.  (b)No
labour disputes are current or, to its knowledge, threatened which would have a
Material Adverse Effect.  19.13Structure
Memorandum  (a)In
this Subclause, Structure Memorandum means the chart set out in Schedule 11
(Structure Memorandum).  (b)In
the case of the Company only, the Structure Memorandum, shows all members of
the Group as it will be constituted on and immediately after the Refinancing
Date and is accurate in all material respects.  19.14Intellectual
Property Rights  (a)It
(and each Material Subsidiary) owns or has licensed to it or has the right to
use all the Intellectual Property Rights which are material in the context of
its business and which are required by it in order for it to carry on its
business in all material respects as it is being conducted and as reflected in
the Original Financial Statements and it does not (nor does any Material
Subsidiary), in carrying on its business, infringe any Intellectual Property
Rights of any third party in any way which would have a Material Adverse
Effect.  (b)All
actions (including payment of all fees) required to maintain any Intellectual
Property Rights which are material in the context of its (or the Material
Subsidiaries) business in full force and effect have been taken where failure
to take any such action would have a Material Adverse Effect.  51 
   19.15Ownership of
Assets  Save for any shares held by the Nominees in eircom
Funding or by any New eircom Funding Nominees in any New eircom Funding and
those assets the subject of the Lease Transactions, it and each Material
Subsidiary is the legal and beneficial owner of the shares and other assets
which are material in the context of their business and which are required by
each of them in order for each of them to carry on their business in all
material respects as it is being conducted (or, in the case of other assets,
such companies are otherwise lawfully entitled to use such assets whether
pursuant to licences or other agreements), save to the extent that failure to
own such assets or to have an entitlement to use such assets would not have a
Material Adverse Effect.  19.16Environmental
Matters  (a)It
and each of its Material Subsidiaries have obtained all requisite Environmental
Approvals required for the carrying on of its business as currently conducted
and have at all times complied with (i) the terms and conditions of such
Environmental Approvals and (ii) all other applicable Environmental Laws which
in each case, if not obtained or complied with, would have a Material Adverse
Effect.  (b)To
the best of its knowledge and belief, there is no Environmental Claim (whether
in respect of any site previously or currently owned or occupied by any member
of the Group or otherwise) pending or threatened, and there are no past or
present acts, omissions, events or circumstances that would be likely to form
the basis of any Environmental Claim (including, without limitation any arising
out of the use, disposal, generation, storage, release, burial, deposit or
emission of any Dangerous Substance and whether in respect of any site
previously or currently owned or occupied by any member of the Group or
otherwise), against it or any member of the Group which if determined against
that member of the Group would have a Material Adverse Effect.  19.17Pari passu
ranking  Its obligations under the Finance Documents rank and
will rank at least pari passu with all its other unsecured obligations, except for
obligations mandatorily preferred by law applying to companies generally.  19.18Tax liabilities  (a)Save
for claims being contested in good faith and in respect of which adequate
provision has been or will be and is made and disclosed in the latest accounts,
no material claims are being or are reasonably likely to be asserted against it
or any of its Material Subsidiaries with respect to Taxes which are reasonably
likely to be determined adversely to it or to such Material Subsidiary and
which, if determined adversely to it or to such Material Subsidiary, would have
a Material Adverse Effect.  (b)Neither
it nor any Material Subsidiary are overdue in the filing of any Tax returns
required to be filed by any of them, and each of them has paid all Taxes shown
to be due on any Tax returns required to be filed by them or on any assessments
made against them where failure to file, non-payment or a claim for payment
would in any such case have a Material Adverse Effect.  52 
   19.19Financial
Indebtedness and Security Interests  Other than Financial Indebtedness and Security
Interests permitted under this Agreement, no member of the Group has any
Financial Indebtedness outstanding or any Security Interest on any of its
assets.  19.20Times for making
representations  (a)The
representations set out in this Clause (other than the representation set out
in Clause 19.11 (Information Package) in respect of the Information Memorandum
only) are made by each Original Obligor on the date of this Agreement.  (b)Subject
to paragraph (c) below, each representation is 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, each Utilisation Date and the first day of
each Term.  (c)(i)The
representations set out in Clauses 19.6(a) (No Default), 19.7 (Authorisations),
19.8 (Business licences, etc.), 19.10 (No material adverse effect), 19.12
(Litigation etc.), 19.13 (Structure Memorandum), 19.14 (Intellectual Property
Rights), 19.16 (Environmental Matters), 19.17 (Pari passu ranking) and 19.19
(Financial Indebtedness and Security Interests) shall not be repeated after the
Refinancing Date.  (ii)The
representation set out in Clause 19.11 (Information Package) shall be deemed to
be repeated on the Refinancing Date (in respect of the Business Model only),
the date the Information Package (or part thereof) is delivered to the Mandated
Lead Arrangers and on the Primary Syndication Date.  (d)When
a representation is repeated, it is applied to the circumstances existing at
the time of repetition.  20.INFORMATION COVENANTS  20.1Financial
statements  (a)The
Company and eircom must each supply to the Facility Agent in sufficient copies
for all the Lenders:  (i)its
audited consolidated annual financial statements for each of its financial
years; and  (ii)its
quarterly consolidated management accounts; and  (iii)the
audited annual financial statements of any Borrower for each of its financial
years.  (b)All
financial statements must be supplied as soon as they are available and:  (i)in
the case of any audited consolidated financial statements of the Company or
eircom, within 120 days;  (ii)in
the case of any quarterly consolidated management accounts, within 60 days; and  53 
   (iii)in
the case of each other Borrowers audited annual financial statements, within
120 days,  of the end of the relevant financial period.  20.2Form
of financial statements  (a)The
Company must ensure that each set of financial statements of a member of the
Group supplied under this Agreement gives (if audited) a true and fair view of,
or (if unaudited) fairly represents, the financial condition (consolidated or
otherwise) of the relevant person as at the date to which those financial
statements were drawn up.  (b)The
Company must ensure that each set of its annual audited consolidated financial
statements are prepared in accordance with GAAP, consistently applied.  (c)If
GAAP at any time changes so that it differs from the Accounting Principles in a
way that has had or will have a material impact on the calculation of the
financial covenants set out in Clause 21 (Financial Covenants) or the Company,
eircom or any of the Borrowers intends to change the manner in which any of its
financial statements are prepared then:  (i)the
Company must promptly notify the Facility Agent of such change and provide a
written description of the impact of such change on the calculation of the
financial covenants set out in Clause 21 (Financial Covenants);  (ii)the
Company and Facility Agent must enter into discussions in good faith for a
period of not more than 30 days to discuss the consequences of such change on
the calculation of the financial covenants in Clause 21 (Financial Covenants)
with a view to agreeing any amendments required to be made to this Agreement to
place the Obligors and the Lenders in the same position as they would have been
in if the change notified under paragraph (i) above had not happened; and  (iii)the
Facility Agent or the Company may require that compliance with Clause 21
(Financial Covenants) be calculated in accordance with the Accounting
Principles, in which case compliance with the financial covenants in Clause 21
(Financial covenants) in respect of each Quarter Date which falls at the end of
a Measurement Period during which the relevant change from the Accounting
Principles applies will be tested by reference to the Accounting Principles.  (d)Any
agreement between the Company and the Facility Agent pursuant to paragraph
(c)(ii) above will be, with the prior consent of the Majority Lenders, binding
on all the Parties.  (e)If
no agreement is reached under paragraph (c)(ii) above on the required
amendments to this Agreement, the Company must supply with each set of
consolidated financial statements of the Group supplied under this Agreement a
reconciliation statement in sufficient detail to allow the financial covenants
in Clause 21 (Financial covenants) to be tested on the basis of the Accounting
Principles.  20.3Compliance
Certificate  (a)A Compliance
Certificate is a certificate, substantially in the form of Schedule
7 (Form of Compliance Certificate) setting out, among other things,
calculations of the financial covenants.  54 
   (b)The
Company must supply to the Facility Agent a Compliance Certificate with each
set of its audited consolidated annual financial statements sent to the
Facility Agent under this Agreement.  (c)The
Company must supply to the Facility Agent a Compliance Certificate with each
set of quarterly management accounts delivered to the Facility Agent under this
Agreement.  (d)A
Compliance Certificate must be signed by two authorised signatories of the
Company.  20.4Presentations  If requested by the Facility Agent, the Company
shall procure that at least once in each financial year the senior executives
of the Company and eircom shall give a presentation to the Lenders at a place
and time agreed between the Company and Facility Agent (each acting
reasonably), such presentation to include discussions of projections for the
Groups business covering the period of the then current Corporate Plan.  20.5Auditors  (a)The
Company must retain as its Auditors one of the firms specified in the
definition thereof, and may only replace its Auditors with a firm not named in
the definition thereof with the prior approval of the Facility Agent (acting on
the instructions of the Majority Lenders), such approval not to be unreasonably
withheld or delayed.  (b)Until
the Designated Rating is attained by the Company or any Parent, if the Facility
Agent notifies the Company in writing that it reasonably suspects that a
Default has occurred and is continuing or that the Company has provided
materially inaccurate information to it and the Facility Agent wishes to
discuss the financial position of any member of the Group with the Auditors,
the Facility Agent may notify the Company, stating the questions or issues
which the Facility Agent wishes to discuss with the Auditors. In this event,
the Company must ensure that the Auditors are authorised (at the expense of the
Company except where no Default is shown to exist):  (i)to
discuss the financial position of each member of the Group with the Facility
Agent on request from the Facility Agent; and  (ii)to
disclose to the Facility Agent for the Finance Parties any information which
the Facility Agent may reasonably request.  20.6Information
- miscellaneous  The Company must supply to the Facility Agent (in
sufficient copies for all the Lenders if the Facility Agent so requests):  (a)copies
of all documents despatched by the Company to its shareholders or to its
creditors generally or any class of them at the same time as they are
despatched;  (b)promptly
upon becoming aware of them, details of any litigation, arbitration or
administrative proceedings which are current, threatened or pending and which
have a reasonable prospect of being adversely determined and, if adversely
determined, would have a Material Adverse Effect;  (c)promptly
on request a list of the then current Material Subsidiaries;  55 
   (d)promptly
on request, an up to date copy of its shareholders register; and  (e)promptly
on request, such further information regarding the financial condition, assets
and operations of the Group as any Finance Party, through the Facility Agent,
may reasonably request.  20.7Notification
of Default  (a)Unless
the Facility Agent has already been so notified by another Obligor, each
Obligor must notify the Facility Agent of any Default (and the steps, if any,
being taken to remedy it) promptly upon becoming aware of its occurrence.  (b)Promptly
on request by the Facility Agent, the Company must supply to the Facility Agent
a certificate, signed by two of its authorised signatories on its behalf,
certifying that no Default is outstanding or, if a Default is outstanding,
specifying the Default and the steps, if any, being taken to remedy it.  (c)If
the Facility Agent has reasonable grounds for believing that there is or may be
an Event of Default outstanding or an Event of Default is outstanding, the
Company will procure (at its own cost) that any one or more representatives of
the Facility Agent and/or accountants or other professional advisers appointed
by the Facility Agent are allowed to have access during normal business hours
to the assets, books and records of each member of the Group and are able to
inspect and copy the same.  20.8Year
end  The Company must not change its financial year end
without the consent of the Facility Agent (acting on the instructions of the
Majority Lenders), such consent not to be unreasonably withheld or delayed.  20.9Use
of websites  (a)Except
as provided below, the Company may deliver any information under this Agreement
to a Lender by posting it on to an electronic website if:  (i)the
Facility Agent and the Lender agree;  (ii)the
Company and the Facility Agent designate an electronic website for this
purpose;  (iii)the
Company notifies the Facility Agent of the address of and password for the
website; and  (iv)the
information posted is in a format agreed between the Company and the Facility
Agent.  The Facility Agent must supply each relevant Lender
with the address of and password for the website.  (b)Notwithstanding
the above, the Company must supply to the Facility Agent in paper form a copy
of any information posted on the website together with sufficient copies for:  (i)any
Lender not agreeing to receive information via the website; and  (ii)within
ten Business Days of request any other Lender, if that Lender so requests.  56 
   (c)The
Company must promptly upon becoming aware of its occurrence, notify the
Facility Agent if:  (i)the
website cannot be accessed;  (ii)the
website or any information on the website is infected by any electronic virus
or similar software;  (iii)the
password for the website is changed; or  (iv)any
information to be supplied under this Agreement is posted on the website or
amended after being posted.  If the circumstances in paragraphs (i) or (ii) above
occur, the Company must supply any information required under this Agreement in
paper form.  20.10Know your
customer requirements  (a)Each
Obligor must promptly on the request of any Finance Party supply to that
Finance Party any documentation or other evidence which is reasonably requested
by that Finance Party (whether for itself, on behalf of any Finance Party or
any prospective new Lender) to enable a Finance Party or prospective new Lender
to carry out and be satisfied with the results of all know your customer
requirements.  (b)Each
Lender must promptly on the request of the Facility Agent supply to the
Facility Agent any documentation or other evidence which is reasonably required
by the Facility Agent to carry out and be satisfied with the results of all
know your customer requirements.  21.FINANCIAL COVENANTS  21.1Definitions  In this Clause:  Adjusted EBITDAmeans, in relation to any person, a calculation on the same principles as that
set out in the definition of Consolidated Adjusted EBITDA below, but, unless
otherwise provided, on an unconsolidated basis.  Consolidated Cash and Cash
Equivalentsmeans any Cash and Cash Equivalents to which
any member of the Group or the relevant member of the Group (as the case may
be) is beneficially entitled at that time and which is capable of being applied
against Consolidated Total Borrowings.  Consolidated Adjusted EBITDAmeans,
for any Measurement Period, Consolidated EBITDA for that Measurement Period,
adjusted by adding back (but only to the extent already deducted) any
redundancy costs expensed in that Measurement Period to any employees and/or
former employees of the Group and/or any amortisation of the pension surplus of
eircom created at the time of its acquisition by the Company and identified in
the Original Financial Statements.  Consolidated EBITDAmeans the consolidated net pre-taxation profits of the Group for a Measurement
Period, adjusted by:  57 
   (a)adding
back Consolidated Net Interest Payable and any capitalised interest (relating
to debt issue costs) and interest payable in kind;  (b)taking
no account of any exceptional or extraordinary item;  (c)excluding
any amount attributable to minority interests;  (d)adding
back depreciation and amortisation; and  (e)excluding
any intra-Group items.  Consolidated Interest Payablemeans all interest and periodic financing charges including acceptance
commission, commitment fee and the interest element of rental payments on
finance or capital leases (whether, in each case, paid or payable in cash but
excluding capitalised interest (relating to debt issue costs) and interest
payable in kind), incurred by the Group or relevant member of the Group (as the
case may be) in effecting, servicing or maintaining Consolidated Total
Borrowings during a Measurement Period and including, for the avoidance of
doubt, all documentary credit fees in relation to Documentary Credits.  Consolidated Net Interest Payablemeans
Consolidated Interest Payable, less all financing income received or receivable
by the Group or relevant member of the Group (as the case may be) during the
relevant Measurement Period, plus or minus (as the case may be) the net amount
paid to or, as the case may be, paid to or by the Group under Treasury
Transactions in respect of interest rate and currency exposure on indebtedness
during the relevant Measurement Periods.  Consolidated Net Total Borrowingsmeans
at any time Consolidated Total Borrowings less Consolidated Cash and Cash
Equivalents.  Consolidated Total Borrowingsmeans,
in respect of the Group or any relevant member of the Group (as the case may
be), 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 treated as
such in the Groups consolidated accounts;  (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 to the extent payable more than 120 days
after the acquisition of such asset by the party liable;  (g)any
fixed or minimum premium payable on the repayment or redemption of any
instrument referred to in paragraph (c) above;  58 
   (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
net mark to market value of derivative transactions protecting against or
benefiting from fluctuations in any rate or price (other than under the Hedging
Documents);  (j)for
the avoidance of doubt, excluding the outstanding amount attributable to
Section 17 Guarantees which are not treated as borrowings under the accounting
principles applicable under Clause 21.2(a) (Interpretation); and  (k)the
outstanding principal amount of any indebtedness of any person of a type
referred to in paragraphs (a) - (j) above which is the subject of a guarantee,
indemnity or similar assurance against financial loss given by a member of the
Group,  but excluding:  (i)any
Shareholder Debt;  (ii)any
indebtedness between an Obligor and any other Obligor; and  (iii)the
eircom Funding Loan and the New eircom Funding Loan.  which would
otherwise be included, and so that:  (A)no
amount shall be taken into account more than once in the same calculation
(regardless of whether that amount is also the subject of a guarantee or other
indemnity); and  (B)where
any indebtedness is guaranteed or otherwise credit-supported by a Documentary
Credit, there shall be no double counting of that indebtedness and the relevant
amount of the Documentary Credit.  Any amount
outstanding in a currency other than euros (other than amounts outstanding
under the High Yield Notes which are denominated in US Dollars to the extent
that such amounts are subject to currency hedging under Permitted Treasury
Transactions) is to be taken into account at its euro equivalent calculated on
the basis of:  (1)the
Agents Spot Rate of Exchange on the day the relevant amount falls to be
calculated; or  (2)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 period.  Consolidated Total Senior
Borrowingsmeans, at any time, Consolidated Total
Borrowings at such time less the aggregate principal amount outstanding under
the Junior High Yield Notes at such time and the aggregate principal amount
outstanding under any Financial Indebtedness raised by New eircom Funding and
permitted under Clause 22.7(a)(xv) (Borrowing and refinancing) at such
time.  Measurement Periodmeans
a period of 12 months ending on each Quarter Date.  Quarter Datemeans
each 30th June, 30th September, 31st December and 31st March  59 
   21.2Interpretation  (a)Except
as provided to the contrary in this Agreement, an accounting term used in this
Clause is to be construed in accordance with GAAP or, if required by Clause
20.2(c) (Form of financial statements), the Accounting Principles.  (b)All
the terms defined in Clause 21.1 (Financial Covenants - Definitions) above are
to be determined on a consolidated basis (unless the contrary intention
appears) as determined from the audited consolidated annual financial
statements of the Group or the quarterly management accounts of the Group
delivered pursuant to Clause 20.1 (Information Covenants - Financial
Statements), whichever is the more recent (but in the latter case, subject to
adjustment in the light of the audited consolidated annual financial statements
of the Group covering the same period when released).  (c)In
each case where one of the terms defined in Clause 21.1 (Financial covenants 
Definitions) above and setting out a calculation to be applied on a
consolidated basis is to be calculated in relation to an individual company or
companies, it shall be calculated on the same principles as in that definition
but on an unconsolidated basis.  (d)No
item must be credited or deducted more than once in any calculation under this
Clause.  21.3Consolidated
Net Total Borrowings to Consolidated Adjusted EBITDA  The Company must ensure that the ratio of
Consolidated Net Total Borrowings on each Quarter Date falling on or about a
date specified in column 1 below to Consolidated Adjusted EBITDA for the
Measurement Period ended on such Quarter Date shall not exceed the ratio set
out in column 2 below opposite the relevant date.   Column
  1
  
  Column
  2Date
  
  Consolidated
  Net Total Borrowings:
  Consolidated Adjusted EBITDA30th June, 2004
  
  4.00:130th September, 2004
  
  4.00:131st December, 2004
  
  4.00:131st March, 2005
  
  3.75:130th June, 2005
  
  3.75:130th September, 2005
  
  3.75:131st December, 2005
  
  3.75:131st March, 2006
  
  3.60:130th June, 2006
  
  3.60:130th September, 2006
  
  3.60:131st December, 2006
  
  3.60:131st March, 2007
  
  3.50:130th June, 2007
  
  3.50:130th September, 2007
  
  3.50:131st December, 2007
  
  3.50:131st March, 2008
  
  3.25:130th June, 2008
  
  3.25:1  60 
   Column
  1
  
  Column
  2Date
  
  Consolidated
  Net Total Borrowings:
  Consolidated Adjusted EBITDA30th September, 2008
  
  3.25:131st December, 2008
  
  3.25:1  21.4Interest
Cover Ratio  The Company must ensure that the ratio of
Consolidated Adjusted EBITDA to Consolidated Net Interest Payable for each
Measurement Period ending on a Quarter Date falling on or about a date during a
period specified in Column 1 below shall not be less than the ratio set out in
column 2 below opposite the relevant date or period.  Column
  1
  
  Column
  2Date
  
  Consolidated
  Adjusted EBITDA:
  Consolidated Net Interest Payable30th June, 2004
  
  3.25:130th September, 2004
  
  3.25:131st December, 2004
  
  3.25:131st March, 2005
  
  4.00:130th June, 2005
  
  4.00:130th September, 2005
  
  4.00:131st December, 2005
  
  4.00:131st March, 2006
  
  4.25:130th June, 2006
  
  4.25:130th September, 2006
  
  4.25:131st December, 2006
  
  4.25:131st March, 2007
  
  4.25:130th June, 2007
  
  4.25:130th September, 2007
  
  4.25:131st December, 2007
  
  4.25:131st March, 2008
  
  4.25:130th June, 2008
  
  4.25:130th September, 2008
  
  4.25:131st December, 2008
  
  4.25:1  21.5Consolidated
Total Senior Borrowings to Consolidated Adjusted EBITDA  The Company must ensure that the ratio of
Consolidated Total Senior Borrowings to Consolidated Adjusted EBITDA on each
Quarter Date falling on or about a date specified in column 1 below to
Consolidated Adjusted EBITDA for the Measurement Period ended on  61 
   such
Quarter Date shall not exceed the ratio set out in column 2 below opposite the
relevant date.  Column
  1
  
  Column
  2Date
  
  Consolidated
  Total Senior Borrowings: 
  Consolidated Adjusted EBITDA30th June, 2004
  
  3.50:130th September, 2004
  
  3.50:131st December, 2004
  
  3.50:131st March, 2005
  
  3.40:130th June, 2005
  
  3.40:130th September, 2005
  
  3.40:131st December, 2005
  
  3.40:131st March, 2006
  
  3.25:130th June, 2006
  
  3.25:130th September, 2006
  
  3.25:131st December, 2006
  
  3.25:131st March, 2007
  
  3.00:130th June, 2007
  
  3.00:130th September, 2007
  
  3.00:131st December, 2007
  
  3.00:131st March, 2008
  
  2.75:130th June, 2008
  
  2.75:130th September, 2008
  
  2.75:131st December, 2008
  
  2.75:1  21.6Guarantor
cover  (a)The
Company must ensure that at any time after the date falling 45 days after the
Refinancing Date or such earlier date on which the Company has complied with
Clause 4.4 (Conditions subsequent), the aggregate net assets, turnover and
Adjusted EBITDA of the Guarantors are not at any time less than 80 per cent. of
the total net assets, turnover or Consolidated Adjusted EBITDA of the Group.  (b)For
the purpose of this Clause:  (i)the
net assets, turnover and Adjusted EBITDA of a Guarantor will be determined from
its financial statements (unconsolidated if it has Subsidiaries) based upon
which the latest audited consolidated annual financial statements of the Group
have been prepared;  (ii)if a
company becomes a Guarantor after the date on which the latest audited
consolidated annual financial statements of the Group have been prepared, the
net  62 
   assets,
turnover and Adjusted EBITDA of that Guarantor will be determined from its
latest financial statements; and  (iii)the
net assets, turnover and Consolidated Adjusted EBITDA of the Group will be
determined from its latest audited consolidated annual financial statements,
adjusted (where appropriate) (A) to reflect the gross assets and Adjusted
EBITDA of any company or business which has subsequently been disposed of or
acquired and (B) by deducting the contribution to such net assets, turnover and
Consolidated Adjusted EBITDA of the Excluded Companies.  22.GENERAL COVENANTS  22.1General  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 any Material Subsidiary or other member of the Group, each Obligor must
ensure that each of its Material Subsidiaries or, where the relevant covenant
is expressed to apply to each member of the Group, each of its Subsidiaries
performs that covenant.  22.2Authorisations  (a)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 enforceability of, any Finance
Document.  (b)Each
member of the Group must promptly obtain, maintain and comply with the terms of
any authorisation required under any law or regulation to enable it to carry on
its business where failure to do so would have a Material Adverse Effect.  22.3Compliance
with laws  Each Obligor and each Material Subsidiary must
comply in all respects with all laws to which it is subject where failure to do
so would have a Material Adverse Effect.  22.4Pari
passu ranking  Each Obligor must ensure that its payment
obligations under the Finance Documents rank at least pari passuwith all its
other present and future unsecured unsubordinated payment obligations, except
for obligations mandatorily preferred by law applying to companies generally.  22.5Negative
pledge  (a)Except
as provided below, no member of the Group may create or allow to exist any
Security Interest on any of its assets.  (b)Paragraph
(a) does not apply to:  (i)any
Security Interest created or evidenced by the Security Documents and, until the
first Utilisation Date, the Security Documents (as defined in the Existing
Facility Agreement);  63 
   (ii)until
such time as the Security Interests created or evidenced by the Security
Documents are released pursuant to Clause 18.11 (Attainment of Designated
Rating  Release of Security Interests), any Security Interest created or
evidenced by the Hedging Security Documents;  (iii)any
Security Interest referred to in Schedule 6 (Existing Security), except, where
an amount is stated, to the extent the principal amount secured by that
Security Interest exceeds the amount stated in that Schedule;  (iv)any
Security Interest comprising a netting or set-off 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;  (v)any
lien arising by operation of law and in the ordinary course of trading;  (vi)any
Security Interest already existing on an asset, or an asset of any person,
acquired by a member of the Group after the date of this Agreement but only for
the period of six months from the date of acquisition and 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;  (vii)any
Security Interest granted in respect of pre-judgment legal process or judgment
relating to security for costs, in each case where the relevant proceedings are
being contested in good faith by the relevant party;  (viii)any
Security Interest securing Taxes which are not overdue;  (ix)any
Security Interest given pursuant to Clause 7.1(c)(iii) (Documentary Credits);  (x)any
Security Interest for which the relevant company has the prior written consent
of the Majority Lenders;  (xi)any
retention of title to goods supplied to any member of the Group in the ordinary
course of its trading activities securing obligations not more than 90 days
overdue (but excluding for the avoidance of doubt any vendor financing
arrangements not permitted pursuant to this Agreement);  (xii)any
Security Interest created over real property owned by the Group (other than the
real property mortgaged under the Debentures and which is specifically referred
to in the Second Schedule thereto) to secure finance for the development of the
real property over which the Security Interest is created, provided that the
aggregate principal amount secured by all such Security Interests may not
exceed 25,000,000;  (xiii)any
Security Interest created over St. Johns Road;  (xiv)any
Security Interest created over any real property which has been transferred to
or otherwise vested in a Joint Venture in accordance with Clause
22.10(b)(A)(II) or (III) (Mergers, Acquisitions and Joint Ventures) (or, in the
case of any such real property which has been transferred to or otherwise
vested in a Joint Venture after the Designated Rating has been attained by the
Company or any Parent, in accordance with Clause 22.10(b)(B) (Mergers,
Acquisitions and Joint Ventures)) or over the assets of a Joint Venture with no
material assets other than such real property, in each case to secure finance
for the development of the real property over which the Security Interest is created;  64 
   (xv)any
netting of payments under Permitted Treasury Transactions; and  (xvi)any
Security Interest (not being over any asset subject to any Security Interest
under the Security Documents) securing that member of the Groups own
indebtedness which (when taken together with any other indebtedness which has
the benefit of a Security Interest not permitted under the preceding
sub-paragraphs) and together with the aggregate amount of indebtedness permitted
under paragraph (d) below, does not exceed 25,000,000.  (c)No
member of the Group may:  (i)sell,
transfer or otherwise dispose of any of its assets on terms where it is or may
be leased to or re-acquired or acquired by a member of the Group or any of its
related entities; or  (ii)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.  (d)Any
member of the Group may enter into transactions otherwise prohibited by
sub-paragraphs (c)(i) and (ii) above so long as the aggregate amount of
outstanding indebtedness of the Group in respect of all such transactions at
any time, together with the aggregate amount of all outstanding indebtedness
secured by Security Interests permitted under Clause 22.5(b)(xvi) (Negative
Pledge) at that time, does not exceed 25,000,000.  22.6Disposals  (a)Except
as provided below, no member of the Group may, 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.  (b)Paragraph
(a) does not apply to any disposal:  (i)of
stock in the ordinary course of business of the disposing entity;  (ii)of
assets in exchange for other assets (not being cash and Cash Equivalents)
comparable or superior as to type, value and quality on arms length terms;  (iii)of
obsolete or redundant property, plant and equipment not required for the
operation of its business, on arms length terms;  (iv)arising
from:  (A)the
sharing or lease, license or granting of other right relating to a
telecommunications network asset in the ordinary course of business on arms
length terms; or  (B)entry
into telecommunications infrastructure sharing agreements in the ordinary
course of business on arms length terms;  (v)consisting
of leases, sub-leases or licences on arms length terms over real property in
the ordinary course of business of the disposing entity;  (vi)to
an Obligor or by a Non-Obligor to another Non-Obligor;  65 
   (vii)by
way of sale, disposal or discounting of receivables on arms length terms as
part of the day-to-day collection activities of the Group and not as a means of
raising finance;  (viii)of
land which is surplus to the requirements of the disposing entity on arms
length terms;  (ix)(other
than a transfer effected in accordance with Clause 22.6(b)(xi)) pursuant to or
in connection with an outsourcing of the Groups information technology
function, provided that all such outsourcings may not involve the transfer of
ownership of assets with an aggregate value in excess of 10,000,000 (or its
equivalent) during the life of the Facilities;  (x)of
Cash Equivalents:  (A)for
cash; or  (B)in
exchange for other Cash Equivalents;  (xi)of
any asset to a Joint Venture to the extent permitted by Clause 22.10(b)
(Mergers, Acquisitions and Joint Ventures);  (xii)of
St. Johns Road (or any part thereof);  (xiii)on
arms length terms of real property held by a Joint Venture, where the real
property disposed of was transferred to or otherwise vested in the Joint
Venture in accordance with Clause 22.10(b)(iii)(A)(II) or (III) (Merger,
Acquisitions and Joint Ventures) (or, in the case of any such real property
transferred to or otherwise vested in the Joint Venture after the Designated
Rating has been attained by the Company or any Parent, in accordance with
Clause 22.10(b)(iii)(B) (Merger, Acquisitions and Joint Ventures));  (xiv)on
arms length terms of the shares in a Joint Venture established for the
principal purpose of the development of real property, where the only material
assets of that Joint Venture is real property transferred or otherwise vested
in that Joint Venture in accordance with Clause 22.10(b)(iii)(A)(II) or (III)
(Mergers, Acquisitions and Joint Ventures) (or, in the case of any such real
property transferred or otherwise vested in that Joint Venture after the
Designated Rating has been attained by the Company or any Parent, in accordance
with Clause 22.10(b)(iii)(B)(Mergers, Acquisitions and Joint Ventures));  (xv)where
the higher of the market value or consideration receivable (when aggregated
with the higher of the market value or consideration for any other disposal not
allowed under the preceding sub-paragraphs) does not exceed 20,000,000 (or its
equivalent) in any financial year of the Company and does not exceed
75,000,000 (or its equivalent) during the life of the Facilities; or  (xvi)with
the prior consent of the Majority Lenders.  66 
   22.7Liabilities  (a)Borrowing
and refinancing  No Obligor will, and each Obligor will procure that
none of its Subsidiaries will, incur or permit to remain outstanding any
Financial Indebtedness falling within paragraphs (a) to (i) of the definition
of Financial
Indebtedness in Clause 1.1 (Definitions), other than:  (i)under
and on the terms of the Finance Documents and, until the first Utilisation
Date, the Finance Documents (as defined in the Existing Facility Agreement but
excluding the Hedging Documents as defined therein); or  (ii)any
Financial Indebtedness permitted in writing by the Majority Lenders; or  (iii)any
Financial Indebtedness as is permitted by Clause 22.13 (Loans out) or Clause
22.7(b) (Third party guarantees); or  (iv)any
such Financial Indebtedness to the extent covered by a Documentary Credit made
available under this Agreement; or  (v)any
such Financial Indebtedness falling within paragraph (g) of the definition
thereof which is a Permitted Treasury Transaction; or  (vi)any
such Financial Indebtedness between two Obligors; or  (vii)Financial
Indebtedness arising under the Indentures or any other Indenture Document
provided that (A) the aggregate principal amount of all such Financial
Indebtedness arising under the Senior High Yield Indenture or any other Senior
Indenture Document does not at any time exceed 550,000,000; and (B) the
aggregate principal amount of all such Financial Indebtedness arising under the
Junior High Yield Indenture or any other Junior Indenture Document does not at
any time exceed the aggregate of 285,000,000 and US$250,000,000; or  (viii)any
Shareholder Debt; or  (ix)any
Financial Indebtedness incurred in connection with performance bonds granted in
connection with repayable works orders which in aggregate do not exceed
15,000,000 or its equivalent at any time; or  (x)any
Financial Indebtedness incurred between a member of the Group and a Joint
Venture to the extent permitted by Clause 22.10 (Mergers, Acquisitions and
Joint Ventures); or  (xi)any
Financial Indebtedness secured by a Security Interest permitted by Clause
22.5(b)(xii), (xiii) or (xiv) (Negative pledge), provided that the relevant
creditors recourse in respect of such Financial Indebtedness against any
member of the Group is limited to the assets the subject of that Security
Interest; or  (xii)any
Financial Indebtedness outstanding on the date of this Agreement and incurred
between an Obligor and a Non-Obligor the details of which are set out in
Schedule 12 (Existing Group Indebtedness); or  (xiii)any
Financial Indebtedness under the documentation entered into or to be entered
into in relation to any Lease Transactions; or  67 
   (xiv)any
Financial Indebtedness under those existing overdraft facilities of the Group
and their replacement facilities in an aggregate amount not exceeding
30,000,000; or  (xv)provided
the Company has, at the time such Financial Indebtedness is incurred, complied
in full with its obligations under Clause 4.4 (Conditions Subsequent):  (A)any
such Financial Indebtedness incurred by an Obligor; or  (B)any
such Financial Indebtedness provided (and on-lent to the Company (the New eircom
Funding Loan) under the terms of an agreement (the New eircom
Funding Loan Agreement) on substantially the same terms as the
eircom Funding Loan Agreement) on terms substantially the same as the terms of
the Junior High Yield Notes (as in force at the date of this Agreement or as
amended in accordance with the terms of this Agreement and the Intercreditor
Agreement) or on such other terms as may be agreed by the Majority Lenders and
on terms that no lender of such Financial Indebtedness has any recourse to any
member of the Group other than by way of a subordinated guarantee (the New eircom
Funding Guarantee) on substantially the same terms as the eircom
Funding Guarantee (as in force at the date of this Agreement or as amended in
accordance with the terms of this Agreement and the Intercreditor Agreement) or
such other terms as may be agreed by the Majority Lenders to a member of the
Group (New
eircom Funding) which:  I.is
(aa) a newly incorporated limited liability special purpose company or (bb) a
newly incorporated special purpose unlimited company which is wholly-owned by a
newly incorporated limited liability special purpose company (New eircom
Funding Holdco), in each case, incorporated in Ireland or in England
and Wales or such other jurisdiction as the Majority Lenders may agree;  II.is a
wholly-owned Subsidiary of the Company;  III.is a
party to the Intercreditor Agreement on substantially the same terms as eircom
Funding (the parties to the Intercreditor Agreement having entered into an
amendment agreement thereto (in form and substance satisfactory to the Facility
Agent (acting reasonably)) to make such amendments to the Intercreditor
Agreement as the Finance Parties (acting reasonably) consider necessary to
subordinate the New eircom Funding Loan and the New eircom Funding Guarantee on
substantially similar terms to the terms of the Intercreditor Agreement
governing the subordination of the eircom Funding Loan and the eircom Funding
Guarantee); and  IV.grants
an assignment by way of security of its rights under the New eircom Funding
Loan Agreement and the New eircom Funding Guarantee to the Security Agent on
terms no more onerous to the relevant member of the Group than the terms of the
Security Assignment referred to in paragraph (a) of the definition thereof,  provided that, in each case, such Financial
Indebtedness is on terms that it is not capable of being repaid or prepaid
including, without limitation, at the instigation of the relevant member of the
Group or at the request or demand of the relevant  68 
   lender(s)
or holders thereof on or before the date falling 12 months after the Final
Maturity Date; or  (xvi)Financial
Indebtedness which (when taken together with the aggregate amount of Financial
Indebtedness permitted under Clause 22.7(b)(x) (Third party guarantees) below)
in aggregate does not exceed 60,000,000 or its equivalent at any time.  (b)Third party
guarantees:  No Obligor will, and each Obligor will procure that
none of its Subsidiaries will, incur or permit to be outstanding, any Financial
Indebtedness falling within paragraph (j) of the definition of Financial
Indebtedness in Clause 1.1 (Definitions), other than any such
Financial Indebtedness:  (i)arising
under the Finance Documents and, until the first Utilisation Date, the Finance
Documents (as defined in the Existing Facility Agreement but excluding the
Hedging Documents as defined therein); or  (ii)arising
in the ordinary course of business of the relevant member of the Group; or  (iii)arising
out of guarantees of Joint Ventures to the extent permitted by Clause 22.10(b)
(Mergers, Acquisitions and Joint Ventures); or  (iv)arising
out of guarantees and indemnities given by an Obligor in respect of Financial
Indebtedness of another Obligor where the Financial Indebtedness guaranteed or
indemnified is permitted under the terms of this Agreement; or  (v)Group
Guarantees entered into or to be entered into in future in respect of members
of the Group whose liabilities and losses are already guaranteed by a Group
Guarantee as at the date of this Agreement; or  (vi)arising
out of the guarantees of the High Yield Notes, provided that:  (A)no
member of the Group which is not a Guarantor may guarantee any High Yield Notes
or any other amount outstanding under an Indenture Document; and  (B)all
guarantees given by the Company and its Subsidiaries (including, for the
avoidance of doubt, eircom) for the Junior High Yield Notes must be
subordinated on the terms set out in the Junior High Yield Indenture, as
approved by the Facility Agent under Clause 4.1 (Conditions precedent
documents); or  (vii)arising
out of the eircom Funding Guarantee (as in force at the date of this Agreement
or as amended thereafter in accordance with the other terms of this Agreement
and the Intercreditor Agreement) or any New eircom Funding Guarantee permitted
under the terms of Clause 22.7(a)(xv) (Borrowing and refinancing); or  (viii)arising
under the documentation entered or to be entered into in relation to the Lease
Transactions; or  (ix)arising
under those guarantees granted (or, in the case of (a) below, to be granted) by
eircom in respect of (a) the rent and other lease liabilities in respect of the
real property transferred by eircom in connection with the transfer of the
assets of the  69 
   business
owned by eircom Retail Limited pursuant to an asset purchase agreement dated 23rd
May, 2003; and (b) the lease liabilities in respect of a US property between
Reckson Operating Partnership L.P. and Telecom Italia US Ireland; or  (x)which
(when taken together with the aggregate amount of Financial Indebtedness
permitted under Clause 22.7(a)(xvi) (Borrowing and refinancing)
above) in aggregate does not exceed 60,000,000 or its equivalent at any time,  and for the avoidance of doubt (and without
limitation) paragraphs (i) to (iv) above shall not permit any Financial
Indebtedness falling within paragraph (j) of the definition of Financial
Indebtedness in Clause 1.1 (Definitions) in respect of any
Shareholder Debt or any Financial Indebtedness in respect of which the creditor
has used the proceeds of any Shareholder Debt to make that Financial
Indebtedness available.  22.8Change
of business  The Company must ensure that no substantial change
is made to the general nature of the business of the Company or the Group other
than in respect of any ancillary or related businesses, from that of a
telecommunications group.  22.9Ownership
of the Obligors and eircom Funding  The Company must ensure that:  (a)it
remains the Holding Company of each other Obligor;  (b)for
as long as eircom Funding or any New eircom Funding is an unlimited company:  (i)all
the issued share capital of eircom Funding is owned by eircom Funding Holdco
and the Nominees and all the issued share capital of New eircom Funding is
owned by New eircom Funding Holdco and any New eircom Funding Nominees; and  (ii)each
of eircom Funding Holdco and New eircom Funding Holdco is and remains a limited
liability company which is (other than to the extent any shares in its issued
share capital are held by the Nominees (in the case of eircom Funding) or New
eircom Funding Nominees (in the case of New eircom Funding)) a direct, wholly
owned Subsidiary of the Company.  22.10Mergers,
Acquisitions and Joint Ventures  (a)No
Obligor will, and each Obligor will procure that none of its Subsidiaries will
enter into any amalgamation, demerger, merger, reconstruction or consolidation,
save for any internal reorganisation for tax purposes approved by the Facility
Agent acting on the instructions of the Majority Lenders (such approval not to
be unreasonably withheld).  (b)No
Obligor will, and each Obligor will procure that none of its Subsidiaries will:  (i)(except
for the acquisition of shares in any New eircom Funding Holdco or New eircom
Funding in accordance with Clause 22.7(a)(xv)) (Borrowing and refinancing)
acquire any shares, stock, securities or other interest in any other company or
business or Joint Venture;  (ii)transfer
any assets to, or lend to or guarantee the obligations of any Joint Venture; or  70 
   (iii)commit
to any third party to enter into any Joint Venture or become party to any joint
venture agreement or arrangement, where it has any obligation (whether to such
Joint Venture or to any other person, and whether actual or contingent) to lend
to or guarantee or transfer assets to or otherwise fund or incur any liability
in respect of such Joint Venture or any other person or to acquire any shares
in or assets of such Joint Venture,  in each case
other than:  (A)if
any such transaction is proposed to be entered into, and is entered into, prior
to the Designated Rating being attained by the Company or any Parent:  I.any
entry into, any acquisition of shares or other interest in, investment in,
transfer of assets to, lending to, guarantee of or granting of an indemnity in
respect of a Joint Venture (including, without limitation, the Proposed
Employee Indemnity) established for the principal purpose of effecting an
outsourcing on arms length commercial terms of the Groups information
technology function, provided that the aggregate amount invested in or paid to
acquire any shares or interest in, or value of assets transferred to, or lent
to or the actual liability under the Proposed Employee Indemnity or the actual
or contingent liability under any other guarantee or indemnity of the
obligations of such a Joint Venture may not exceed 10,000,000 (or its
equivalent) in aggregate during the life of the Facilities; and  II.any
acquisition of shares or other interest in, investment in, transfer of assets
to (excluding, for the avoidance of doubt, any transfers of real property
permitted under sub-paragraph (III) below), lending to, guarantee of or
granting of an indemnity in respect of the obligations of a Joint Venture (including
any existing Joint Venture) established for the principal purpose of the
development of real property (or properties), provided that the aggregate
amount invested in or paid to acquire any shares or interest in, or value of
assets transferred to, or lent to or the actual or contingent liability under
any guarantee or indemnity of the obligations of any Joint Venture (other than
the Joint Venture established under paragraph (I) above) does not exceed
30,000,000 in aggregate over the life of the Facilities (net of any cash
repayment of loans or the release of any guarantee or indemnity made to any
such Joint Venture to the extent the making of such loans or, as the case may
be, the grant of such guarantee or indemnity has reduced the available amount under
such 30,000,000 limit); and  III.any
transfer of real property to a Joint Venture permitted under Clause
22.6(b)(viii) (Disposals); and  IV.any
transaction the value of which, when aggregated with the value of any other
transactions under this sub-paragraph (IV), would not exceed 300,000,000 (or
its equivalent in another currency or currencies) until the Final Maturity Date
provided that no Event of Default under Clause 23.3(a) (Breach of other
obligations) is outstanding at the time of such transaction or would arise
immediately following such transaction, were the financial covenants contained
in Clause 21 (Financial Covenants) to be tested  71 
   immediately
after entering into such transaction and taking account of the effect of the
transaction on the financial covenants contained in Clause 21 (Financial
Covenants) on a pro forma basis; or  (B)if
any such transaction is proposed to be entered into, and is entered into, after
the Designated Rating has been attained by the Company or any Parent:  I.no
Event of Default is outstanding; and  II.no
Event of Default under Clause 23.3(a) (Breach of other obligations) would arise
immediately following such transaction as a result of a breach of Clause 21 (Financial
Covenants) were the financial covenants contained in Clause 21 (Financial
Covenants) to be tested immediately after entering into such transaction and
taking account of the effect of the transaction on the financial covenants
contained in Clause 21 (Financial Covenants) on a pro-forma basis.  22.11Environmental
matters  (a)Each
Obligor must ensure that it and each Material Subsidiary is, and has been, in
compliance with all Environmental Law and Environmental Approvals applicable to
it, where failure to do so would have a Material Adverse Effect.  (b)Each
Obligor must promptly upon becoming aware notify the Facility Agent of:  (i)any
Environmental Claim current, or to its knowledge, pending or threatened; or  (ii)any
circumstances reasonably likely to result in an Environmental Claim,  which, if substantiated would have a Material
Adverse Effect or result in any material liability for a Finance Party.  (c)Each
Obligor must indemnify each Finance Party against any loss or liability
incurred by that Finance Party as a result of any actual or alleged breach of
any Environmental Law by any person which relates to the Group, any assets of
the Group or the operation of all or part of the business of the Group (or, in
each case, any member of the Group), and which would not have arisen if a
Finance Document had not been entered into, unless it is caused by that Finance
Partys gross negligence or wilful misconduct.  22.12Treasury
Transactions  (a)No
member of the Group may enter into any Treasury Transaction, other than:  (i)until
terminated in accordance with the terms of the Hedging Letter, the hedging
transactions documented by the Hedging Documents in force at the date of this
Agreement;  (ii)the
hedging transactions contemplated by the Hedging Letter and documented by the
Hedging Documents;  (iii)spot
foreign exchange contracts entered into in the ordinary course of business; and  72 
   (iv)any
Treasury Transaction entered into for the hedging of actual or projected
exposures arising in the ordinary course of trading activities of a member of
the Group,  (each a Permitted Treasury Transaction).  (b)The
Company must ensure that the interest rate and currency hedging arrangements
contemplated in the Hedging Letter are implemented in accordance with the terms
of the Hedging Letter.  22.13Loans out  (a)Except
as provided below, no member of the Group may be the creditor in respect of any
Financial Indebtedness.  (b)Paragraph
(a) does not apply to:  (i)trade
credit extended by any member of the Group on normal commercial terms and in
the ordinary course of its trading activities;  (ii)a
loan made by one member of the Group (other than eircom Funding, eircom Funding
Holdco, New eircom Funding or New eircom Funding Holdco) to another member of
the Group if the recipient of the loan is an Obligor;  (iii)a
loan made from a non-Obligor to another non-Obligor;  (iv)the
eircom Funding Loan and any New eircom Funding Loan;  (v)a
loan made from a member of the Group to a Joint Venture to the extent permitted
by Clause 22.10(b) (Mergers, Acquisitions and Joint Ventures);  (vi)a
loan comprising a cash-pooling arrangement entered into by a member of a Group
in the ordinary course of its banking arrangements for the purpose of netting
debt and credit balances; or  (vii)loans
from one member of the Group to another member of the Group which;  (A)were
made prior to the date of this Agreement and are in amounts not in excess of
the amount set out opposite the details of the relevant loan in Schedule 12
(Existing Group Indebtedness); or  (B)which
an Obligor is the creditor in respect thereof and a Non-Obligor the debtor,
provided that the aggregate amount of all such Financial Indebtedness shall not
exceed 30,000,000 or its equivalent at any time.  22.14Cash Balances of
Group members  (a)Subject
to paragraph (b) below, until the Designated Rating is attained by the Company
or any Parent, the Company will procure that no member of the Group other than
an Obligor holds in bank any cash balance which, when aggregated with all other
amounts so held by other members of the Group (excluding Obligors), at any time
exceeds 15,000,000.  73 
   (b)Until
the date falling 45 days after the Refinancing Date or such earlier date on
which the Company has complied with Clause 4.4 (Conditions Subsequent), any
cash balances held by eircom and ITI shall, to the extent that eircom and ITI
are Non-Obligors at such time, be excluded when calculating the aggregate
amount of the cash balances held by Non-Obligors pursuant to paragraph (a)
above.  22.15Share
capital  (a)Except
as provided below, no member of the Group may:  (i)redeem,
repurchase, defease, retire or repay any of its share capital or resolve to do
so; or  (ii)issue
any shares which by their terms are redeemable (other than shares which are
redeemable only after the Final Maturity Date).  (b)Paragraph
(a) does not apply to:  (i)any
transaction expressly permitted under the Finance Documents; or  (ii)any
transaction in respect of which the relevant share capital is held by an
Obligor and is mortgaged or charged under a Security Document; or  (iii)the
repurchase or redemption of shares in the Company where such repurchase or
redemption is funded entirely out of the proceeds for the issue of shares of
the same class and with the same nominal value in the capital of the Company;
or  (iv)a
Permitted Distribution and/or the cancellation (or other reduction of capital
howsoever effected) for no consideration of any share capital of the Company so
as to facilitate a Permitted Distribution.  22.16Dividends  (a)The
Company may not:  (i)declare,
make or pay any dividend (or interest on any unpaid dividend), charge, fee or
other distribution (whether in cash or in kind) on or in respect of its share
capital (or any class of its share capital);  (ii)repay
or distribute any dividend or share premium reserve; or  (iii)pay
or allow any member of the Group to pay any management, advisory or other fee
to or to the order of the shareholders of the Company.  (b)Paragraph
(a) does not apply to:  (i)payments
or distributions from a member of the Group to another member of the Group
(other than to eircom Funding, eircom Funding Holdco, New eircom Funding or New
eircom Funding Holdco);  (ii)a
Permitted Distribution;  (iii)any
transaction expressly permitted under the Finance Documents; or  74 
   (iv)payment
of head office expenses or other administrative expenses which do not exceed
1,000,000 in aggregate in any financial year of the Company  (c)For
these purposes, Permitted Distribution means, to the extent lawful under any
applicable law and to the extent permitted under the terms of the Junior High
Yield Notes and the Senior High Yield Notes as in force from time to time, the
payment of any interim dividend or a final dividend of the Company provided
that:  (i)at
the time such dividend is declared and at the time such dividend is paid, no
Event of Default is outstanding under Clause 23.2 (Non-Payment) or Clause 23.3(a)
(Breach of other obligations) (in respect of a breach of Clause 21 (Financial
covenants)); and  (ii)the
Company, acting in good faith, has satisfied itself prior to declaring and
paying any such interim or final dividend that, following the payment of such
proposed dividend, it will be able to make in full all scheduled Repayment
Instalments falling due, all payments of interest and all payments of fees,
costs and expenses which are anticipated to fall due for payment, during the
period (the Test Period) from and including the date such dividend is
declared to and including the second Repayment Date falling thereafter provided
that, if any dividend which has been declared by the Company has not been paid
within 90 days of having been so declared, the Test Period shall instead be the
period from and including the date such dividend is actually paid to and
including the second Repayment Date falling thereafter, and provided further
that in each case no Test Period shall be longer than 12 months.  22.17Shareholder Debt  No member of the Group may:  (a)pay
any interest in respect of any Shareholder Debt, but this shall not prevent the
capitalisation of such interest; or  (b)repay
or prepay any amount of principal (or capitalised interest) of or in respect of
any Shareholder Debt or purchase or enter into any sub-participation
arrangement in respect of any Shareholder Debt,  except to the extent the same is allowed by the
terms of the Intercreditor Agreement.  22.18Intellectual
property rights  (a)Except
as provided below, each member of the Group must:  (i)make
any registration and pay any fee or other amount which is necessary to keep the
Intellectual Property Rights which are material to the business of a member of
the Group in force;  (ii)record
its interest in those Intellectual Property Rights;  (iii)take
such steps as are necessary and commercially reasonable (including the
institution of legal proceedings) to prevent third parties infringing those
Intellectual Property Rights; and  (iv)not
enter into licence arrangements in respect of those rights, save where failure
to comply would not have a Material Adverse Effect.  75 
   (b)Paragraph
(a) does not apply to:  (i)licence
arrangements entered into with members of the Group for so long as they remain
members of the Group; or  (ii)licence
arrangements entered into on commercial terms in the ordinary course of its
business.  22.19Insurance  (a)In
this Clause, prudent owner means an owner and operator of any business, and
of assets of a type and size, similar in all cases to those owned and operated
by the relevant member of the Group in a similar location in each case in
accordance with good industry practice.  (b)Each
member of the Group must maintain insurances which insure it for its insurable
interest in respect of all risks and to the extent:  (i)which
are required to be insured against under any applicable law or regulation;  or  (ii)which
a prudent owner would insure against.  (c)All
insurance policies of the Group must be with reputable independent insurance
companies or underwriters.  (d)Without
prejudice to paragraph (a) above, each member of the Group must maintain
insurance against business interruption, loss of profits, professional indemnity,
accidental pollution and public liability:  (i)at
levels no lower than those (if any) in place prior to the date of this
Agreement; and  (ii)taking
into account the availability of such insurance generally.  (e)Each
member of the Group must promptly pay any premium and do anything necessary to
keep in place the insurances required to be maintained by it under this
Subclause.  (f)Each
Obligor must promptly supply to the Facility Agent on request copies of any
insurance policy required to be maintained by it or any member of the Group
which is its Subsidiary under this Subclause.  22.20Pension schemes  (a)The
Company will ensure that all pension schemes operated by members of the Group
which are required by applicable law to be funded by members of the Group are
funded in all material respects based on reasonable actuarial assumptions and
are maintained and operated in all respects in conformity with the requirements
of applicable law, save where failure to do so would not have a Material Adverse
Effect.  (b)Where
any pension scheme operated by a member of the Group is required by applicable
law or otherwise to be funded by an entity which is not a member of the Group,
the Company will use all its reasonable endeavours (insofar as it is within its
reasonable powers of procurement) to procure that such pension scheme is funded
in all material respects based on reasonable actuarial assumptions and is
maintained and operated in all respects in conformity with the requirements of
applicable law, save where failure to do so would not have a Material Adverse
Effect.  76 
   22.21Inter-company
debt  No member of the Group which is the creditor in
respect of any Financial Indebtedness of any other member of the Group may take
any action to cause that Financial Indebtedness to become due or to be paid
unless the other member of the Group has sufficient readily available cash to
pay the sum which is due or demanded.  22.22eircom Funding
and New eircom Funding  Notwithstanding any other provision of this Clause
22, the Company must ensure that, except as permitted by the Intercreditor
Agreement, no member of the Group:  (a)makes
any distribution;  (b)declares,
makes or pays any dividend;  (c)makes
any payment on or in respect of any Financial Indebtedness owed by that member
of the Group to eircom Funding, eircom Funding Holdco, New eircom Funding or
New eircom Funding Holdco (including but not limited to, the eircom Funding
Loan and the New eircom Funding Loan);  (d)transfers
any asset; or  (e)makes
any other payment,  to eircom Funding, eircom Funding Holdco, New eircom
Funding or New eircom Funding Holdco.  22.23Certain Companies  (a)The
Company must not:  (i)own
any asset other than:  (A)loans
made by it and moneys received by it (including, without limitation, such
amount of the Net IPO Proceeds received by it by way of a capital contribution
or otherwise) in each case as permitted by the terms of the Finance Documents;  (B)rights
arising under the Finance Documents to which it is a party, the eircom Funding
Loan Agreement and any New eircom Funding Loan Agreement; and  (C)the
shares in the capital of eircom, eircom Funding Holdco or any New eircom
Funding Holdco; or  (ii)carry
on any business other than in connection with:  (A)the
provision of administrative services to other members of the Group and/or
Holdco; or  (B)the
entry into the Finance Documents to which it is a party, the eircom Funding
Loan Agreement and any New eircom Funding Loan Agreement, and the transactions
contemplated therein and otherwise permitted by the  77 
   terms of the
Finance Documents (including, without limitation, the incurrence of Financial
Indebtedness, the making of loans and the making of Permitted Distributions).  (b)The
Company must ensure that eircom Funding Holdco and any New eircom Funding
Holdco do not:  (i)own
any assets other than shares in the capital of eircom Funding and the Nominees
(in the case of eircom Funding Holdco) and of any New eircom Funding and any
New eircom Funding Nominees (in the case of New eircom Funding Holdco); or  (ii)carry
on any business or incur any material liability other than in connection with
owning shares in the capital of eircom Funding (in the case of eircom Funding
Holdco) and any New eircom Funding (in the case of New eircom Funding Holdco).  (c)The
Company must ensure that eircom Funding and any New eircom Funding do not:  (i)own
any asset other than rights arising under the Finance Documents to which it is
(or becomes) a party, the Indenture Documents to which it is (or becomes) a
party, the eircom Funding Loan Agreement (in the case of eircom Funding) and
any New eircom Funding Loan Agreement (in the case of New eircom Funding; or  (ii)carry
on any business or incur any material liability other than in connection with:  (A)the
entry into of any Indenture Document to which it is a party and all matters
contemplated therein and permitted by the terms of the Finance Documents; or  (B)entry
into the Finance Documents to which it is (or becomes) a party, the eircom
Funding Loan Agreement (in the case of eircom Funding) and any New eircom
Funding Loan Agreement (in the case of New eircom Funding), and the
transactions contemplated therein and otherwise permitted by the terms of the
Finance Documents (including the incurrence of Financial Indebtedness).  (d)The
Company must ensure that Lercie Limited shall not carry on any business, own
any assets or incur any material liability, save in respect of those Lease
Transactions to which it is party.  22.24Amendments to
documents  (a)No
member of the Group may amend its memorandum or articles of association or
other constitutional documents (save to the extent necessary or desirable to
facilitate and/or enable or as a consequence of the payment of any Permitted
Distribution and the funding arrangements of the Group contemplated in this
Agreement or under the terms of the Indentures or any other Indenture Document)
which in any such case is reasonably likely to affect materially and adversely
the interests of the Lenders under the Finance Documents.  (b)The
Company must ensure that no member of the Group may agree to any amendment of
the High Yield Notes (or any Indentures or any other Indenture Document) the
effect of which would be to:  (i)bring
forward the date for any principal payment in respect of any of the High Yield
Notes;  78 
   (ii)increase
the rate of interest payable on the Senior High Yield Notes or the Junior High
Yield Notes or (except as expressly provided for in the existing provisions of
the Indenture Documents as of the date of this Agreement (including, for the
avoidance of doubt, the accession of any additional guarantors thereunder as
permitted under Clause 22.7(b)(vi) (Third party guarantees))) introduce any
additional payment obligations for any member of the Group in respect of the
High Yield Notes;  (iii)change
the terms of the guarantees for the Junior High Yield Notes (including, without
limitation, the terms of subordination of the guarantees and the provisions for
the release of the guarantees) in any way which could reasonably be expected to
adversely affect the interests of the Finance Parties; or  (iv)make
the terms of the Senior High Yield Notes or the Junior High Yield Notes
materially more restrictive for the Group when compared with the form of High
Yield Notes delivered to the Facility Agent under Clause 4.1 (Conditions
precedent documents).  22.25Access  (a)Upon
reasonable notice being given by the Facility Agent, each member of the Group
must allow any one or more representatives of the Facility Agent and/or
accountants or other professional advisers appointed by the Facility Agent (at
the Companys risk and expense) to have access during normal business hours to
the assets, books and records of that member of the Group.  (b)The
Facility Agent may not give notice under paragraph (a) above unless a Default
is outstanding.  22.26Limitation on
restrictions affecting movement of cash Intra-Group  (a)No
member of the Group may agree to any restriction on its ability to move cash to
another member of the Group, whether by way of dividend, inter-company loan or
otherwise.  (b)Paragraph
(a) above does not apply to any restriction contained in:  (i)a
Finance Document;  (ii)the
constitutional documents of a member of the Group delivered to the Facility
Agent as a documentary condition precedent under this Agreement;  (iii)documentation
relating to the High Yield Notes in the form delivered to the Facility Agent
under Clause 4.1 (Conditions precedent documents); or  (iv)any
document which documents the terms of a Lease Transaction or any Lease
Transaction Security, in each case in accordance with the other terms of this
Agreement.  22.27Redemption of
High Yield Notes  (a)No
member of the Group may purchase any High Yield Notes or redeem, defease or
repay any principal amount in respect of any of the High Yield Notes other than
with Net IPO Proceeds in accordance with Clause 22.28 (Use of Proceeds of
IPO).  79 
   (b)Neither
the Company nor eircom will (and the Company will procure that no other member
of the Group which has acceded to the Junior Indenture as an additional note
guarantor) will make any payment on their guarantees of the Junior Notes set
out in the Junior Indenture if such payment will result in a breach of the
subordination terms set out in Article XI of the Junior Indenture.  22.28Use of Proceeds
of IPO  Until the Designated Rating is attained by the
Company or any Parent, the Company shall, to the extent otherwise permitted by
the terms of this Agreement, apply (or procure that there is applied by another
member of the Group) an aggregate amount of not less than 200,000,000 of the
Net IPO Proceeds in or towards:  (a)prepayment
and cancellation of the Tranche A Facility pursuant to Clause 10.6 (Voluntary
prepayment); and/or  (b)the
purchase or redemption of any High Yield Notes which are not registered under
the U.S. Securities Act 1933 (as amended) and/or to pay any consent fees (the Bond Consent
Fees) due and payable in connection with a consent solicitation
dated 22nd January, 2004 (as supplemented on 13th February, 2004) made by the
Company and eircom Funding in respect of the High Yield Notes, in an aggregate
amount not exceeding 35,000,000 (or its equivalent in any relevant currencies)
provided that:  (i)the
aggregate amount paid in respect of the Bond Consent Fees does not exceed
25,000,000;  and/or  (ii)the
aggregate amount paid to purchase or redeem Senior High Yield Notes does not
exceed 2,739,000; and/or  (iii)the
aggregate amount paid to purchase or redeem Junior High Yield Notes denominated
in US Dollars does not exceed $839,000; and/or  (iv)the
aggregate amount paid to purchase or redeem Junior High Yield Notes denominated
in euro does not exceed 3,197,000; and/or  (c)to
the extent otherwise permitted by the Finance Documents and excluding the
payment of any amounts referred to in paragraphs (a) and (b) above, the general
corporate purposes of the Group which may include, without limitation:  (i)paying
any fees and expenses in connection with the transactions contemplated by this
Agreement; and/or  (ii)paying
costs to a Hedging Bank in connection with the termination or closing out of
any interest rate hedging transactions in accordance with the terms of the
Hedging Letter; and/or  (iii)repaying,
prepaying or cancelling any external Financial Indebtedness owing by any member
of the Group.  80 
   23.DEFAULT  23.1Events
of Default  (a)Each
of the events set out in this Clause is an Event of Default.  (b)In
this Clause:  Material Group Membermeans an Obligor or a Material Subsidiary; and  Permitted Transactionmeans:  (i)an
intra-Group re-organisation of a Material Subsidiary on a solvent basis; or  (ii)any
other transaction agreed by the Majority Lenders.  23.2Non-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 technical or administrative error; and  (b)is
remedied within three Business Days of the due date.  23.3Breach
of other obligations  (a)An
Obligor does not comply with any term of Clause 21 (Financial covenants) or
Clause 4.4 (Conditions Subsequent); 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 20 Business Days of the earlier of the Facility Agent giving
notice and the Obligor becoming aware of the non-compliance.  23.4Misrepresentation  A representation made or repeated by an Obligor in
any Finance Document or in any document delivered by or on behalf of any
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 20 Business Days of the earlier of the Facility Agent giving
notice and the Obligor becoming aware of the misrepresentation.  23.5Cross-default  Any of the following occurs in respect of a Material
Group Member or eircom Funding or New eircom Funding:  81 
   (a)any
of its Financial Indebtedness is not paid when due (after the expiry of any
applicable grace period in effect at the time at which such payment was
originally due but not paid);  (b)any
of its Financial Indebtedness:  (i)becomes
prematurely due and payable before its stated maturity;  (ii)is
placed on demand; or  (iii)is
capable of being declared by a creditor to be prematurely due and payable or
being placed on demand (but only to the extent it remains capable of being so
declared or placed on demand),  in each case, because an event of default (howsoever
described) has occurred,  unless the aggregate amount of Financial
Indebtedness falling within paragraphs (a) and (b) above is less than 20,000,000
or its equivalent.  23.6Insolvency  Any of the following occurs in respect of a Material
Group Member:  (a)it
is, or is deemed for the purposes of any law to be, unable to pay its debts as
they fall due or insolvent, in each case within the meaning of s123(l)(e) of
the Insolvency Act 1986 or s214(c) of the Companies Act 1963 of Ireland or any
analogous provision in any other relevant jurisdiction;  (b)it
admits its inability to pay its debts as they fall due;  (c)it
suspends making payments on any class of its debts or announces an intention to
do so;  (d)by
reason of actual or anticipated financial difficulties, it begins negotiations
with all or any class of creditor or creditors generally for the rescheduling
of any of its indebtedness; or  (e)a
moratorium is declared or instituted in respect of any of its indebtedness.  If a moratorium occurs in respect of any Material
Group Member, the ending of the moratorium will not remedy any Event of Default
caused by the moratorium.  23.7Insolvency
proceedings  (a)Except
as provided below, any of the following occurs in respect of a Material Group
Member:  (i)any
formal or legal step is taken with a view to a moratorium, composition,
assignment or similar arrangement with any of its creditors;  (ii)a
meeting of its shareholders, directors or other officers is convened for the
purpose of considering any resolution for or to petition for or to file
documents with a court or any registrar for its winding-up, examination,
administration or dissolution or any such resolution is passed;  82 
   (iii)any
person presents a petition or files documents with a court or registrar for its
winding-up, examination, administration or dissolution;  (iv)an
order for its winding-up, examination, administration or dissolution is made;  (v)any
liquidator, trustee in bankruptcy, judicial custodian, compulsory manager,
receiver, examiner, administrative receiver, administrator or similar officer
is appointed in respect of it or a material part of its assets;  (vi)its
shareholders, directors or other officers request the appointment of or give
notice of their intention to appoint a liquidator, trustee in bankruptcy,
judicial custodian, compulsory manager, receiver, examiner, administrative
receiver, administrator or similar officer; or  (vii)any
other analogous step or procedure is taken in any jurisdiction.  (b)Paragraph
(a) does not apply to:  (i)any
step or procedure which is part of a Permitted Transaction; or  (ii)a
petition or document referred to in paragraph (a)(iii) above for winding-up,
examination, administration or dissolution presented by a person other than the
directors, officers or shareholders of the relevant company which is being
contested in good faith and with due diligence and which is discharged or
struck out within 20 Business Days.  23.8Creditors
process  Any attachment, sequestration, distress, execution
or analogous event affects any asset(s) of a Material Group Member, having an
aggregate value of 1,000,000, and is not discharged within 21 days.  23.9Cessation
of business  A Material Group Member ceases, or threatens to
cease, to carry on business except:  (a)as
part of a Permitted Transaction;  (b)as a
result of any disposal allowed under this Agreement; or  (c)where
such cessation of business would not have a Material Adverse Effect.  23.10Effectiveness of
Finance Documents  (a)It
is or becomes unlawful for any Obligor to perform any of its material
obligations under the Finance Documents.  (b)Any
Finance Document (other than a Hedging Security Document) is not effective in a
material respect or any Finance Document is alleged by an Obligor to be
ineffective for any reason.  (c)A
Security Document (other than a Hedging Security Document) does not create the
security it purports to create, except to the extent that any purported fixed
charge takes effect as a floating charge.  83 
   (d)An
Obligor repudiates a Finance Document or evidences an intention to repudiate a
Finance Document.  23.11Ownership of the
Obligors  (a)Subject
to (b) below, an Obligor (other than the Company and other than as a result of
a disposal permitted under Clause 22.6 (Disposals)) is not or ceases to be a
Subsidiary of the Company.  (b)eircom
is not or ceases to be a direct wholly-owned Subsidiary of the Company (other
than as a result of a disposal permitted under Clause 22.6 (Disposals)).  23.12Intercreditor
Agreement  (a)(i)Any
member of the Group which is party to the Intercreditor Agreement does not
perform its obligations under the Intercreditor Agreement; or  (ii)a
representation or warranty given by such a party in the Intercreditor Agreement
is incorrect in any material respect,  and, if the non-compliance or circumstances giving
rise to the misrepresentation are capable of remedy, it is not remedied within
20 Business Days of the earlier of the Facility Agent giving notice to that
party becoming aware of the non-compliance or misrepresentation; or  (b)the
subordination created or purported to be created by the Intercreditor Agreement
is not effective or is alleged by a party to it (other than a Finance Party) to
be ineffective; or  (c)any
party to the Intercreditor Agreement (other than a Finance Party) repudiates
the Intercreditor Agreement or evidences an intention to repudiate it.  23.13Material adverse
change  Any event or series of events occurs which
constitutes a Material Adverse Effect.  23.14Audit
qualification  The Auditors adversely qualify their report on any
audited consolidated statutory accounts of the Group in a manner which, in the
opinion of the Majority Lenders (acting reasonably), is materially adverse to
their interests in the context of the Finance Documents and transactions
contemplated by them.  23.15Material
proceedings  There is current or there shall occur any
litigation, arbitration, administrative, regulatory or other proceedings or
enquiry (including, but not limited to, any such by the Competition Authority
of Ireland, the Minister for Enterprise, Trade and Employment of Ireland, the
Director of Telecommunications Regulation in Ireland, the Office of Fair
Trading, the Competition Commission, the Department of Trade and Industry, the
European Commission or in each case any division thereof or authority deriving
power therefrom) concerning or arising in consequence of the Finance Documents
and/or the implementation of any matter or transaction provided for in the
Finance Documents or otherwise concerning or involving any member of the Group
or there is current or threatened any labour dispute in any way concerning or
involving any member of the Group and the same:  84 
   (a)is
reasonably likely to be adversely determined; and  (b)if adversely
determined would have a Material Adverse Effect.  23.16Revocation of
licence  Any telecommunications licence or regulatory
authorisation held by any Material Group Member is revoked (without replacement
by a licence or regulatory authorisation having substantially similar effect)
or is not renewed on expiry, save where the loss of such licence or
authorisation would not have a Material Adverse Effect.  23.17Acceleration  If an Event of Default is outstanding, the Facility
Agent may, and must if so instructed by the Majority Lenders, by notice to the
Company:  (a)declare
that an Event of Default has occurred; and/or  (b)cancel
the Total Commitments; and/or  (c)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, and/or  (d)declare
that full cash cover in respect of each Documentary Credit is immediately due
and payable.  Any notice given under this Subclause will take
effect in accordance with its terms.  24.THE ADMINISTRATIVE
PARTIES  24.1Appointment
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.  24.2Role
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.  85 
   24.3No
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.  24.4Individual
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.  24.5Reliance  The Facility Agent may:  (a)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;  (b)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;  (c)engage,
pay for and rely on professional advisers selected by it (including those
representing a Party other than the Facility Agent); and  (d)act
under the Finance Documents through its personnel and agents.  24.6Majority
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.  86 
   24.7Responsibility  (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)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 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.  24.8Exclusion
of liability  (a)The
Facility Agent is not liable or responsible 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 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.  (c)(i)Nothing
in this Agreement will oblige any Administrative Party to satisfy any know your
customer requirement in relation to the identity of any person on behalf of any
Finance Party.  (ii)Each
Finance Party confirms to each Administrative Party that it is solely
responsible for any know your customer requirement it is required to carry out
and that it may not rely on any statement in relation to those requirements
made by any other person.  24.9Default  (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.  87 
   24.10Information  (a)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)Except
where a Finance Document specifically provides otherwise, the Facility Agent is
not obliged to review or check the adequacy, accuracy or completeness of any
document it forwards to another Party.  (c)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  (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.  (d)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.  (e)The
Facility Agent is not obliged to disclose to any person any confidential
information supplied to it by a member of the Group solely for the purpose of
evaluating whether any waiver or amendment is required to any term of the Finance
Documents.  (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.  24.11Indemnities  (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.  24.12Compliance  The Facility Agent may refrain from doing anything
(including disclosing 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.  88 
   24.13Resignation 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.  (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.  (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.  24.14Relationship with
Lenders  (a)The
Facility Agent may treat each Lender as a Lender, entitled to payments under
this Agreement and as acting through its Facility Office(s) until it has
received not less than five Business Days prior notice from that Lender to the
contrary.  (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 must keep a register of all the Parties and supply any other
Party 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.  24.15Notice 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.  89 
   25.EVIDENCE AND CALCULATIONS  25.1Accounts  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.  25.2Certificates
and determinations  Any certification or determination by a Finance
Party of a rate or amount under the Finance Documents (other than amounts
claimed pursuant to Clauses 15 (Increased Costs) and 16 (Mitigation) or claims
for reimbursement of expenses, each of which, subject to Clause 16.2 (Conduct
of business by a Finance Party), must be accompanied by reasonable supporting
evidence) will be, in the absence of manifest error, conclusive evidence of the
matters to which it relates.  25.3Calculations  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.  26.FEES  26.1Agents
fees  The Company must pay (or procure that such payment
is made) to each of the Facility Agent and the Security Agent for their
respective accounts an agency fee and a security agency fee (respectively) in
the manner agreed in the Fee Letter between the Facility Agent, the Security
Agent and the Company.  26.2Arrangement
fee  The Company must pay (or procure that such payment
is made) to the Mandated Lead Arrangers for their own account an arrangement
fee in the manner agreed in the Fee Letter between the Mandated Lead Arrangers
and the Company.  26.3Tranche
A Facility Commitment fee  (a)The
Company must pay (or procure that such payment is made) a commitment fee equal
to 40 per cent. per annum of the then applicable Margin for the Tranche A
Facility on the undrawn, uncancelled amount of each Lenders Tranche A
Commitment.  (b)The
accrued commitment fee under paragraph (a) above is payable from and including
the date of this Agreement quarterly in arrear and on the Refinancing Date
unless the Facilities are cancelled in full before the Refinancing Date.  Any accrued commitment fee is also payable
to the Facility Agent for a Lender on the date its Tranche A Commitments are
cancelled in full.  90 
   26.4Tranche
B Facility Commitment fee  (a)The
Company must pay (or procure that such payment is made) a commitment fee equal
to 40 per cent. per annum of the then applicable Margin for the Tranche B
Facility on the undrawn, uncancelled amount of each Lenders Tranche B
Commitments.  (b)The
accrued commitment fee under paragraph (a) above is payable from and including
the date of this Agreement quarterly in arrear and on the Refinancing Date
unless the Facilities are cancelled in full before the Refinancing Date.  Any accrued commitment fee is also payable
to the Facility Agent for a Lender on the date its Tranche B Commitments are
cancelled in full.  26.5Fronting
fee  The Company must pay (or procure that such payment
is made) to the Facility Agent for the Fronting Bank such fronting fees as are
agreed between the Company and the Fronting Bank.  26.6Documentary
Credit fee  (a)The
Company must pay (or procure that such payment is made) to the Facility Agent
for the Lenders a documentary credit fee equal to the Margin for the Tranche B
Facility on the outstanding amount of each Documentary Credit from the date it
is issued, calculated on a daily basis.  (b)Accrued
documentary credit fee is payable quarterly in arrear and on the date on which
any Documentary Credit expires or is prepaid or repaid.  27.INDEMNITIES AND BREAK
COSTS  27.1Currency
indemnity  (a)The
Company must, 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  (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.  27.2Other
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;  91 
   (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 Credit not
being made after a Request has been delivered for that Credit (including,
without limitation, as a result of Admission not occurring);  (iv)a
Credit (or part of a Credit) not being prepaid in accordance with a notice of
prepayment; or  (v)(other
than by reason of gross negligence or wilful default by that Finance Party) any
Environmental Claim.  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 Credit.  (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 (except
where following such investigation no Default is found to exist); or  (ii)acting
or relying on any notice purporting to come from an Obligor which the Facility
Agent reasonably believes to be genuine, correct and appropriately authorised.  27.3Break
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 (without taking into account the Margin) 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  (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.  92 
   28.EXPENSES  28.1Initial
costs  The Company must pay (or procure that such payment
is made) to each Administrative Party and the Security Agent the amount of all
costs and expenses (including legal fees) reasonably incurred by it in
connection with the negotiation, preparation, printing, execution and primary
syndication of the Finance Documents, subject to any limits agreed between the
Company and such Administrative Parties and/or the Security Agent.  28.2Subsequent
costs  The Company must pay or procure that such payment is
made to the Facility Agent and, if applicable, the Security 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 an Obligor or
specifically allowed by this Agreement.  28.3Enforcement
costs  The Company must pay or procure that such payment is
made 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.  29.AMENDMENTS AND WAIVERS  29.1Procedure  (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.  29.2Exceptions  (a)An
amendment or waiver which relates to:  (i)the
definition of Majority Lenders in Clause 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 or the Total Commitments;  93 
   (v)a
release of an Obligor save as otherwise expressly permitted in any Finance
Document;  (vi)the
release of any asset from the security created by the Security Documents save
as otherwise expressly permitted in any Finance Document;  (vii)a
term of a Finance Document which expressly requires the consent of each Lender;  (viii)the
right of a Lender to assign or transfer its rights or obligations under the
Finance Documents; or  (ix)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 or the Security Agent may only be made with the consent of
that Administrative Party or the Security Agent, as applicable.  (c)A
Fee Letter may be amended or waived with the agreement of the Administrative
Party (or Administrative Parties) and/or, if applicable, the Security Agent,
that is party to that Fee Letter and the Company.  29.3Change
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), the Finance Documents will
be amended to the extent the Facility Agent (acting reasonably and after
consultation with the Company) determines is necessary to reflect the change.  29.4Waivers
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.  30.CHANGES TO THE PARTIES  30.1Assignments
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.  30.2Assignments
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 any other person (the
New
Lender).  94 
   (b)Unless
the Company and the Facility Agent otherwise agree, a transfer of part of a
Commitment or the rights and obligations under this Agreement by the Existing
Lender must be in a minimum amount of 2,500,000.  (c)Until
the Primary Syndication Date has occurred, the consent of the Company is not
required for any assignment or transfer, provided that the Existing Lender shall
consult with the Company about any proposed transfer for not more than
five Business Days.  (d)Following
the occurrence of the Primary Syndication Date, the prior consent of the
Company is required for any assignment, transfer or novation under paragraph
(a) above unless (i) the New Lender is another Lender or an Affiliate of a
Lender or (ii) an Event of Default is outstanding.  Such consent may not be unreasonably withheld or delayed and will
be deemed to have been given if it is not refused by the Company within 5
Business Days of receipt by the Company of a request for it.  (e)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.  (f)Save
in relation to any transfer or assignment to an Affiliate of the Existing
Lender, 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 1,500.  (g)Save
in relation to any assignment or transfer by a Lender to its Affiliate, the
consent of the Fronting Bank is required for any assignment or transfer of any
Lenders rights and obligations in relation to the Tranche B Facility under
this Agreement where the credit rating of the assignee or transferee is less
than A- by S&P or Fitch or A3 by Moodys for its long-term debt
obligations.  If the credit rating of
any Lender for its long-term debt obligations was A- by S&P or Fitch or A3
by Moodys when it became a Lender, but subsequently falls below that
threshold, the Fronting Bank shall be entitled to require that Lender promptly
to transfer its Tranche B Commitment to a person with a credit rating of at
least A- by S&P or Fitch or A3 by Moodys for its long-term debt
obligations.  (h)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.  (i)Without
prejudice to Clause 30.5 (Costs resulting from change of Lender or Facility
Office) or any other provisions of this Agreement relating to the assignment or
transfer by any Lender of its rights and obligations under this Agreement, any
Lender which is a fund may, without the consent of the Company or the Facility
Agent, pledge all or any portion of its Loans to a trustee for the benefit of
investors in such fund and in support of its obligations to such investors or
trustee. No such pledge or assignment shall release the Lender from its
obligations under any Finance Document.  (j)No
assignment or transfer under this Clause will be effective until the Facility
Agent has completed all know your customer requirements relating to any person
that it is required to carry out in relation to such assignment or transfer.  The Facility Agent is not obliged to  95 
   execute a
Transfer Certificate until it has completed all know your customer requirements
to its satisfaction (acting reasonably).  30.3Procedure
for transfer by way of novations  (a)In
this Subclause:  Transfer Datemeans, for a Transfer Certificate, the later of:  (i)the
proposed Transfer Date specified in that Transfer Certificate; and  (ii)the
date on which the Facility Agent executes that Transfer Certificate.  (b)A
novation is effected if:  (i)the
Existing Lender and the New Lender deliver to the Facility Agent a duly
completed Transfer Certificate; and  (ii)the
Facility Agent executes it.  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)On
the Transfer Date:  (i)the
New Lender will become party to this Agreement as a Lender and to the
Intercreditor Agreement as a Senior Creditor (as defined in the Intercreditor
Agreement) and 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.  (e)The
Facility Agent shall promptly notify the Company, with details of the New
Lender and the relevant transfer, following execution of a Transfer
Certificate.  30.4Limitation
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.  96 
   (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 all risks
arising under or in connection with the Finance Documents (including the
financial condition and affairs of each Obligor and its related entities and
the nature and extent of any recourse against any Party or its assets) 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  (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.  30.5Costs
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, unless the assignment, transfer or change is
made by a Lender to mitigate any circumstances giving rise to the Tax Payment,
Increased Cost or a right to be prepaid and/or cancelled by reason of
illegality, 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.  30.6Additional
Obligors  (a)If
the Company wishes one of its wholly-owned Subsidiaries (not being eircom
Funding, eircom Funding Holdco, New eircom Funding or New eircom Funding
Holdco) to become an Additional Obligor, then it may (following consultation
with the Facility Agent and subject, in the case of a proposed Additional
Borrower, to paragraph (b) below) deliver to the Facility Agent the relevant
documents and evidence listed in Part 2 of Schedule 2 (Conditions Precedent
Documents).  (b)The
prior consent of all the Lenders (such consent not to be unreasonably withheld
or delayed) is required in respect of a proposed Additional Borrower which is
incorporated in a jurisdiction outside England, Ireland or Northern Ireland.  (c)The
relevant Subsidiary will become an Additional Obligor on the date of the
Accession Agreement executed by it.  (d)The
Company must ensure that the Facility Agent receives, within seven days of
receipt of an Accession Agreement, the other documents and evidence list in
Part 2 of Schedule 2 (Conditions Precedent Documents).  In the case of an Additional Borrower, until
the Facility  97 
   Agent notifies
the other Finance Parties and the Company that those documents and evidence are
in form and substance satisfactory to it (acting reasonably), that Additional
Borrower may not use any Facility.  The
Facility Agent must give this notification as soon as reasonably practicable.  (e)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 (subject to the Disclosure
Letter in the form delivered under Clause 4.1 (Conditions precedent
documents))  then correct.  30.7Resignation
of an Obligor (other than the Company or eircom)  (a)In
this Subclause, Resignation Request means a letter in the form of Schedule 9
(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 or eircom) 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)in
the case of a Guarantor, the Majority Lenders have consented to the Resignation
Request;  (ii)it
is not aware that a Default is outstanding or would result from the acceptance
of the Resignation Request;  (iii)no
amount owed by that Obligor under this Agreement is still outstanding; and  (iv)such
resignation would not result in a breach of Clause 21.6 (Guarantor cover).  (d)If a
Guarantor ceases to be a Guarantor under this Subclause, the Facility Agent
must execute (at the expense of the Company) any document which is necessary to
ensure that any assets of that Guarantor are released from any security created
by a Security Document.  The Facility
Agent is authorised by the other Finance Parties to execute any document
required to achieve a release in these circumstances.  (e)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.  (f)An
Obligor (other than the Company or eircom) may also cease to be an Obligor in
any other manner approved by the Majority Lenders.  30.8Changes
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 (in consultation with the Company) appoint another Lender
or an Affiliate of a Lender to replace that Reference Bank.  98 
   30.9Affiliates
of Lenders  (a)Each
Lender may fulfil its obligations in respect of any Credit 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
Credits in which that Affiliate will participate are specified in this
Agreement 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 Credits in the manner provided for in sub-paragraph (ii) above.  (b)If
paragraph (a) 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.  31.DISCLOSURE OF INFORMATION  (a)Each
Finance Party must keep confidential any information supplied to it by or on
behalf of any Obligor in connection with the Finance Documents.  However, a Finance Party is entitled to
disclose information:  (i)which
is publicly available, other than as a result of a breach by that Finance Party
of this Clause;  (ii)in
connection with any legal or arbitration proceedings;  (iii)if
required to do so under any law or regulation;  (iv)to a
governmental, banking, taxation or other regulatory authority;  (v)to
its professional advisers;  (vi)to
the extent allowed under paragraph (b) below; or  (vii)with
the agreement of the relevant Obligor.  (b)A
Finance Party may disclose to an Affiliate or any person with whom it may
enter, or has entered into, any kind of transfer, participation or other
agreement in relation to this Agreement (a participant):  (i)a
copy of any Finance Document; and  (ii)any
information which that Finance Party has acquired under or in connection with
any Finance Document.  However, before a participant may receive any
confidential information, it must agree with the relevant Finance Party to keep
that information confidential on the terms of paragraph (a) above.  (c)This
Clause supersedes any previous confidentiality undertaking given by a Finance
Party in connection with this Agreement prior to it becoming a Party.  99 
   32.SET-OFF  While an Event of Default is outstanding 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.  33.PRO RATA SHARING  33.1Redistribution  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).  33.2Effect
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,
other than the recovering Lender, accordingly.  (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.  100 
   33.3Exceptions  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.  34.SEVERABILITY  If a term of a Finance Document is or becomes
illegal, invalid or unenforceable in any jurisdiction, that shall not affect:  (a)the
legality, validity or enforceability in that jurisdiction of any other term of
the Finance Documents; or  (b)the
legality, validity or enforceability in other jurisdictions of that or any
other term of the Finance Documents.  35.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.  36.NOTICES  36.1In
writing  (a)Any
communication in connection with a Finance Document must be in writing and,
unless otherwise stated, may be given in person, by post or by fax.  (b)Unless
it is agreed to the contrary, any consent or agreement required under a Finance
Document must be given in writing.  36.2Contact
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.  101 
   (b)The
contact details of the Company for this purpose are:  Address:
  
  St Stephens Green West, Dublin 2, Republic of IrelandFax number:
  
  +353 1 679 9891Attention:
  
  The Company SecretaryandAddress:
  
  St Stephens Green West,
  Dublin 2, Republic of IrelandFax number:
  
  +353 1 679 7468Attention:
  
  Peter E Lynch  CFO/Head
  of Investor Relations  (c)The
contact details of the Facility Agent for this purpose are:  Address:
  
  Winchester House,One Great Winchester Street,London EC2N 2DB,United KingdomFax number:
  
  +44 20 7547 5703/6419Attention:
  
  Ron Lane-Smith/Johanna
  WadsworthandAddress:
  
  Winchester House1 Great Winchester Street,London EC2N 2DBFax number:
  
  +44 20 7545 4638Attention:
  
  Global Loan Operations  (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.  (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.  36.3Effectiveness  (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.  102 
   36.4Obligors  (a)All
communications under the Finance Documents to or from an Obligor must be sent
through the Facility Agent.  (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.  (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.  37.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.  38.GOVERNING LAW  This Agreement is governed by English law.  39.ENFORCEMENT  39.1Jurisdiction  (a)The
English courts have exclusive jurisdiction to settle any dispute 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 Document.  (c)The
English courts are the most appropriate and convenient courts to settle any
such dispute.  (d)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  103 
   (ii)concurrent
proceedings in any number of jurisdictions.  39.2Service
of process  (a)Each
Obligor not incorporated in England and Wales irrevocably appoints A&L
Goodbody of4th
Floor, Augustine House, 6A Austin Friars, London EC2N 2HAas
its agent under the Finance Documents for service of process in any proceedings
before the English courts.  (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.  39.3Waiver
of immunity  Each Obligor irrevocably and unconditionally:  (a)agrees
not to claim any immunity from proceedings brought by a Finance Party against
it in relation to a Finance Document and to ensure that no such claim is made
on its behalf;  (b)consents
generally to the giving of any relief or the issue of any process in connection
with those proceedings; and  (c)waives
all rights of immunity in respect of it or its assets.  THIS AGREEMENT has been entered into on the date stated at the
beginning of this Agreement.  104 
   SCHEDULE 1  ORIGINAL PARTIES  PART 1  Name of
  Original BorrowerValentia Telecommunications, an Irish unlimited public companyName of
  Original GuarantorValentia Telecommunications, an Irish unlimited public company  105 
   PART 2  Name of Original Lender
  
  Tranche
  A Commitments ()Citibank International plc, Ireland Branch
  
  111,607,142.86Deutsche Bank AG London
  
  915,178,571.42Goldman Sachs Credit Partners L.P.
  
  111,607,142.86Morgan Stanley Bank
  
  111,607,142.86Total Tranche A
  Commitments
  
  1,250,000,000.00  Name of Original Lender
  
  Tranche B Commitments ()Citibank International plc, Ireland Branch
  
  13,392,857.14Deutsche Bank AG London
  
  109,821,428.58Goldman Sachs Credit Partners L.P.
  
  13,392,857.14Morgan Stanley Bank
  
  13,392,857.14Total Tranche B
  Commitments
  
  150,000,000.00  106 
   SCHEDULE
2  CONDITIONS PRECEDENT DOCUMENTS  PART 1  TO BE DELIVERED BEFORE THE FIRST UTILISATION DATE  Original Obligors  1.A
copy of the constitutional documents of each Original Obligor, eircom Funding
and Holdco.  2.A
copy of a resolution of the board of directors of each Original Obligor, eircom
Funding and Holdco approving the terms of, and the transactions contemplated
by, the Finance Documents to which it is a party.  3.A
specimen of the signature of each person authorised on behalf of an Original
Obligor, eircom Funding and Holdco to execute or witness the execution of any
Finance Document or to sign or send any document to which it is a party or
notice in connection with any Finance Document to which it is a party.  4.A
copy of a resolution passed by all (or any lower percentage agreed by the
Facility Agent) of the holders of the issued or allotted shares in each
Original Guarantor approving the terms of, and the transactions contemplated
by, this Agreement.  5.If
applicable, a copy of a resolution of the board of directors of each corporate
shareholder in each Original Guarantor approving the terms of the resolution
referred to in paragraph 4 above.  6.A
certificate of an authorised signatory of the Company confirming that utilising
the Tranche A Commitments in full would not breach any limit binding on any
Original Obligor.  7.A
certificate from each of the Company, eircom Funding and Holdco certifying that
each copy document specified in Part 1 of this Schedule and supplied by it or
on its behalf is correct, complete and in full force and effect as at a date no
earlier than the date of this Agreement.  8.Evidence
that the agent of the Original Obligors under the Finance Documents for service
of process in England and Wales has accepted its appointment.  9.A
copy of the Original Financial Statements, the audited consolidated financial
statements of Holdco for the nine months ended 31st December, 2003
and the unaudited consolidated management accounts of the Company and eircom
for the nine months ended 31st December, 2003.  Legal opinions  1.A
legal opinion of Allen & Overy, English legal advisers to the Mandated Lead
Arrangers and the Facility Agent.  2.A
legal opinion of Arthur Cox, Irish legal advisers to the Mandated Lead
Arrangers and the Facility Agent.  107 
   Other Transaction Documents  1.The
following Security Documents, each duly executed by the member of the Group
party to it:  (a)the
Debenture referred to in paragraph (b) of the definition of Debentures in
Clause 1.1 (Definitions);  (b)the
Charge of Shares; and  (c)each
Security Assignment.  2.A
duly executed original of this Agreement, the Intercreditor Agreement, each Fee
Letter and any other document designated as a Finance Document by the Facility
Agent and the Company.  3.A
duly executed original of the Hedging Letter.  4.Duly
executed documents in the form of the Second and Third Schedules to the Charge
of Shares.  5.The
share certificates for all shares in eircom subject to security under the
Charge of Shares.  6.Duly
acknowledged notices of assignment in the forms required by the Security
Assignment referred to in paragraph (a) of the definition thereof.  7.Duly
executed blank stock transfer forms in respect of the shares the subject of the
Charge of Shares referred to in paragraph 1(b) above.  8.Copies
of the executed Indentures and the other Indenture Documents (including all
amendments thereto made since the date of execution of each such Indenture
Document) together with any amendments or supplements thereto which are to be
executed on or before the Refinancing Date.  9.The
listing particulars prepared by Holdco in connection with the IPO.  10.Evidence
that Holdco will receive on or before the Refinancing Date the proceeds of the
IPO (the gross proceeds of the IPO to be in an amount of not less than 300
million) and that the Net IPO Proceeds will, on or before the Refinancing Date,
be received by the Company (by way of capital contribution or otherwise) in an
amount and in the manner provided for in the Funds Flow Statement.  11.Evidence
that the Existing Senior Outstandings will be repaid in full and all
obligations and liabilities (whether actual or contingent) owed to the Finance
Parties (as defined in the Existing Senior Facility Agreement) under or in
connection with the Finance Documents (as defined in the Existing Senior
Facility Agreement but excluding the Hedging Documents as defined therein) will
be discharged in full upon or before the first Utilisation Date.  12.An
executed copy of the eircom Funding Loan Agreement, including the eircom
Funding Guarantee.  13.Evidence
that all Security Interests over the assets of any member of the Group not
otherwise permitted to remain outstanding under the terms of this Agreement
have been, or will upon the first Utilisation Date be, discharged.  108 
   14.The
Disclosure Letter.  Other documents and evidence  1.Evidence
that all fees and expenses then due and payable from the Company under this
Agreement have been or will be paid by the first Utilisation Date.  2.The
Funds Flow Statement.  3.A
copy of the Business Model.  109 
   PART 2  FOR AN ADDITIONAL OBLIGOR  Additional Obligors  1.An
Accession Agreement, duly executed by the Company and the Additional Obligor.  2.If
the Additional Obligor is eircom or ITI, evidence that it has become party to a
Debenture over all its assets, duly executed by that Additional Obligor.  3.A
copy of the constitutional documents and an extract of the share register of
the Additional Obligor.  4.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.  5.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.  6.In
the case of an Additional Guarantor incorporated in Ireland or 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.  7.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 6 above.  8.A
certificate of an authorised signatory of the Additional Obligor:  (a)confirming
(in the case of an Additional Borrower only) that utilising the Total
Commitments in full would not breach any limit binding on it; and  (b)certifying
that each copy document specified in Part 2 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.Evidence
that the agent of the Additional Obligor under the Finance Documents for
service of process in England and Wales has accepted its appointment.  Legal opinions  1.A
legal opinion of Allen & Overy, English legal advisers to the Facility
Agent, addressed to the Finance Parties.  2.If
the Additional Obligor is incorporated in a jurisdiction other than England and
Wales, a legal opinion from legal advisers in the jurisdiction of the
Additional Obligor, addressed to the Finance Parties.  110 
   Other documents and evidence  1.Evidence
that all expenses due and payable from the Company under this Agreement in
respect of the Accession Agreement have been paid.  2.A
copy of any other authorisation or other document, opinion or assurance which
the Facility Agent has notified the Company is necessary or desirable 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.  3.All
whitewash documents and materials required pursuant to section 60 of the Irish
Companies Act 1963 (or, in jurisdictions outside Ireland, all materials
required to satisfy analogous and any other legal or regulatory provisions) in
connection with the giving of a guarantee and entry into the Accession
Agreement and execution of the Debentures.  111 
   PART 3  TO BE DELIVERED IN RESPECT OF ADDITIONAL SECURITY  1.A
copy of the constitutional documents of the relevant Obligor.  2.A
copy of a resolution of the board of directors of the relevant Obligor
approving the terms of, the transactions contemplated by, and the execution,
delivery and performance of the relevant Security Document.  3.A
specimen of the signature of each person authorised on behalf of the relevant
Obligor to execute or witness the execution of the relevant Security Document
or to sign or send any document or notice in connection with such Security
Document.  4.A
copy of a resolution, signed by all (or any lower percentage agreed by the
Facility Agent) of the holders of the Obligors issued or allotted shares,
approving the execution of the relevant Security Document.  5.If
applicable, a copy of a resolution of the board of directors of each corporate
shareholder in the Obligor approving the resolution referred to in
paragraph 5 above.  6.A
certificate of an authorised signatory of the relevant Obligor certifying that
each copy document specified in Part 3 of this Schedule is correct,
complete and in full force and effect as at a date no earlier than the date of
the relevant Security Document.  7.A
legal opinion of Arthur Cox, Irish legal advisers to the Mandated Lead
Arrangers and the Facility Agent.  8.A
copy of all notices required to be sent or other documents required to be
executed under the relevant Security Document.  9.If
applicable, title deeds for the properties specifically referred to in the
Schedules to the relevant Security Document (or a letter from solicitors
satisfactory to the Security Agent holding the same undertaking to hold them to
the order of the Security Agent) or the equivalent in the jurisdiction of
location of the relevant assets.  10.If
applicable, satisfactory priority searches at the Irish Land Registry and The
Registry of Deeds.  11.Evidence
that the procedure contemplated by section 60 of the Irish Companies Act 1963
has been completed by all relevant Obligors, namely copies of the directors
statutory declaration for each relevant Obligor filed or to be filed, copies of
the relevant shareholders special resolution of each relevant Obligor and
copies of an extract of the register of shareholders of each Obligor.  12.A
duly executed memorial in respect of the relevant Security Document.  112 
   SCHEDULE
3  FORM OF REQUEST  To:[          ]
as Facility Agent  From:[                    ]  Date:[           ]  Valentia Telecommunications,
an Irish unlimited public company 1,400,000,000 Credit Agreement
dated 18th March, 2004 (theAgreement)  1.We
refer to the Agreement.  This is a
Request.  2.We
wish to [borrow a Tranche [A][B] Loan/arrange for a guarantee/Letter of Credit
to be issued under the Tranche B Facility]* on the following terms:  (a)Utilisation
Date: [       ]  (b)Amount:
[                  ]  (c)Currency:
[                  ]  (d)Term:
[                      ].  3.Our
[payment/delivery]*
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.  6.[We
attach a copy of the proposed guarantee/Letter of Credit.]*  By:  [                       ]   
 *Delete as applicable.  113 
   SCHEDULE
4  CALCULATION OF THE MANDATORY COST  1.General  (a)The
Mandatory Cost is to compensate a Lender for the cost of compliance with:  (i)the
requirements of the Bank of England and/or the Financial Services Authority
(or, in either case, any other authority which replaces any of its functions);
or  (ii)the
requirements of the European Central Bank.  (b)The
Mandatory Cost is expressed as a percentage rate per annum.  (c)The
Mandatory Cost is the weighted average (weighted in proportion to the
percentage share of each Lender in the relevant Loan) of the rates for the
Lenders calculated by the Facility Agent in accordance with this Schedule on
the first day of a Term (or as soon as possible thereafter).  (d)The
Facility Agent must distribute the amount received as a result of the Mandatory
Cost to the Lenders on the basis of the relevant rate for each Lender.  (e)Any
determination by the Facility Agent pursuant to this Schedule will be, in the
absence of manifest error, conclusive and binding on all the Parties.  2.For
a Lender lending from a Facility Office in the U.K.  (a)The
relevant rate for a Lender lending from a Facility Office in the U.K. is
calculated in accordance with the following formulae:  for a Loan in Sterling:    for any other Loan:    where on the day of application of the formula:  Ais
the percentage of that Lenders eligible liabilities (in excess of any stated
minimum) which the Bank of England requires it to hold on a
non-interest-bearing deposit account in accordance with its cash ratio
requirements;  Bis
the percentage rate of LIBOR for the relevant Term;  Cis
the percentage (if any) of that Lenders eligible liabilities which the Bank of
England requires it to place as an interest bearing special deposit;  114 
   Dis
the percentage rate per annum payable by the Bank of England on interest
bearing special deposits; and  Eis
calculated by the Facility Agent as being the average of the rates of charge
under the fees rules supplied by the Reference Banks to the Facility Agent
under paragraph (d) below and expressed in pounds per £1 million.  (b)For
the purposes of this paragraph 2:  (i)eligible
liabilitiesand special deposit(s) have the meanings given
to them at the time of application of the formula pursuant to the Bank of
England Act 1988 or (as appropriate) by the Bank of England;  (ii)fees rulesmeans the then current rules on periodic fees in the Supervision Manual of the
FSA Handbook or any other law or regulation as may then be in force for the
payment of fees for the acceptance of deposits;  (iii)fee tariffsmeans the fee tariffs specified in the fees rules under fee-block Category A1
(Deposit acceptors) (ignoring any minimum fee or zero rated fee required
pursuant to the fees rules but applying any applicable discount rate); and  (iv)tariff basehas
the meaning given to it in, and will be calculated in accordance with, the fees
rules.  (c)          (i)In
the application of the formulae, A, B, C and D are included as figures and not
as percentages, e.g. if A = 0.5% and B = 15%, AB is calculated as 0.5 x
15.  A negative result obtained by
subtracting D from B is taken as zero.  (ii)Each
rate calculated in accordance with a formula is, if necessary, rounded upward
to four decimal places.  (d)If
requested by the Facility Agent, each Reference Bank must, 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 under the fees rules for that financial year of
the Financial Services Authority (calculated 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 million of the tariff base of
that Reference Bank.  (e)Each
Lender must supply to the Facility Agent the information required by it to make
a calculation of the rate for that Lender. In particular, each Lender must
supply the following information on or prior to the date on which it becomes a
Lender:  (i)the
jurisdiction of its Facility Office; and  (ii)any
other information that the Facility Agent reasonably requires for that purpose.  Each Lender must promptly notify the Facility Agent
of any change to the information supplied to it under this paragraph.  (f)The
percentages of each Lender for the purposes of A and C above and the rates of
charge of each Reference Bank for the purpose of E above are determined by the
Facility Agent based upon the information supplied to it under paragraphs (d)
and (e) above. Unless a Lender notifies the Facility Agent to the contrary, the
Facility Agent may assume that the Lenders  115 
   obligations in respect of 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 U.K.  (g)The Facility
Agent has no liability to any Party if its calculation over or under
compensates any Lender.  The Facility
Agent is entitled to assume that the information provided by any Lender or
Reference Bank under this Schedule is true and correct in all respects.  3.For
a Lender lending from a Facility Office in a Participating Member State  (a)The
relevant rate for a Lender lending from a Facility Office in a Participating
Member State is the percentage rate per annum notified by that Lender to the
Facility Agent.  This percentage rate
per annum must be certified by that Lender in its notice to the Facility Agent
as its reasonable determination of the cost (expressed as a percentage of that
Lenders share 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 the Facility Office.  (b)If a
Lender fails to specify a rate under paragraph (a) above, the Facility Agent
will assume that the Lender has not incurred any such cost.  4.Changes  (a)The
Facility Agent may, after consultation with the Company and the Lenders,
determine and notify all the Parties of any amendment to this Schedule which is
required to reflect:  (i)any
change in law or regulation; or  (ii)any
requirement imposed by the Bank of England, the Financial Services Authority or
the European Central Bank (or, in any case, any successor authority).  (b)If
the Facility Agent, after consultation with the Company and acting reasonably,
determines that the Mandatory Cost for a Lender lending from a Facility Office
in the U.K. can be calculated by reference to a screen, the Facility Agent may
notify all the Parties of any amendment to this Agreement which is required to
reflect this.  116 
   SCHEDULE
5  FORM OF TRANSFER CERTIFICATE  To:[               ]
as Facility Agent  From:[THE EXISTING
LENDER] (the Existing Lender) and [THE NEW LENDER] (the New Lender)  Date:[          ]  Valentia Telecommunications,
an Irish unlimited public company 1,400,000,000 Credit Agreement
dated 18th March, 2004 (theAgreement)  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.On
the Transfer Date the New Lender becomes:  (a)party
to the Agreement as a Lender; and  (b)party
to the Intercreditor Agreement as a Senior Creditor.  4.[The
Fronting Bank approves the identity of the New Lender for the purposes of
Clause 30.2(g) (Assignments and transfers by Lenders) of the Agreement.]  5.The
administrative details of the New Lender for the purposes of the Agreement are
set out in the Schedule.  6.This
Transfer Certificate takes effect as a deed notwithstanding that a party may
execute it under hand.  7.This
Transfer Certificate has been executed and delivered as a deed on the date stated
at the beginning of this Transfer Certificate and is governed by English law.  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.]  117 
   [EXISTING
  LENDER]
  
  [NEW
  LENDER][INSERT APPROPRIATE
  
  [INSERT APPROPRIATELANGUAGE FOR EXECUTION
  
  LANGUAGE FOR EXECUTIONAS A DEED]
  
  AS A DEED]   [FRONTING LENDER]  [INSERT APPROPRIATE  LANGUAGE FOR EXECUTION  AS A DEED]   The Transfer Date is confirmed by the Facility Agent as
[                ].  [            ]  By:  118 
   SCHEDULE
6  EXISTING SECURITY  Member of
  the Group
  creating security
  
  Details of
  security
  
  Maximum
  principal
  amount secured*eircom
  
  Lease Transaction Security in respect of US Lease transaction No. 1
  (Trust 1) between eircom as lessee and Wilmington Trust Company as lessor
  with Metlife Capital, LP as beneficial lessor.
  
  n/aeircom
  
  Lease Transaction Security in respect of US Lease transaction No. 1
  (Trust 2) between eircom as lessee and Wilmington Trust Company as lessor with
  Metlife Capital, LP and Nationsbank, NA as beneficial lessors.
  
  n/aeircom
  
  Lease Transaction Security in respect of US Lease transaction No. 2
  (Trust 3) between eircom as lessee and Wilmington Trust Company as lessor
  with Metlife Capital, LP as beneficial lessor.
  
  n/aeircom
  
  Lease Transaction Security in respect of US Lease transaction No. 2
  (Trust 4) between eircom as lessee and Wilmington Trust Company as lessor
  with Metlife Capital, LP as beneficial lessor.
  
  n/aeircom
  
  Lease Transaction Security in respect of US Lease transaction No. 3
  (Trust 1) between eircom as lessee and Wilmington Trust Company as lessor
  with Key Corporate Capital Inc. as beneficial lessor.
  
  n/aLercie Limited
  
  Lease Transaction Security in respect of US Lease transaction No. 3
  (Trust 2) between Eircell Limited (now Lercie Limited) as lessee and
  Wilmington Trust Company as lessor with Key Corporate Capital Inc. as
  beneficial lessor.
  
  n/a  
 *To the extent that security has been created on or before the date
of this Agreement and this amount can practicably be quantified  119 
   Member of
  the Group
  creating security
  
  Details of
  security
  
  Maximum
  principal
  amount secured*eircom
  
  Lease Transaction Security in respect of US Lease transaction No. 4
  (Trust 1) between eircom as lessee and Wilmington Trust Company as lessor
  with Key Corporate Capital Inc. as beneficial lessor.
  
  n/aLercie Limited
  
  Lease Transaction Security in respect of US Lease transaction No. 4
  (Trust 2) between Eircell Limited (now Lercie Limited) as lessee and
  Wilmington Trust Company as lessor with Key Corporate Capital Inc. as
  beneficial lessor.
  
  n/aeircom
  
  Lease Transaction Security in respect of US Lease transaction No. 5
  (Trust 1) between eircom as lessee and Wilmington Trust Company as lessor
  with Key Corporate Capital Inc. as beneficial lessor.
  
  n/aeircom
  
  Lease Transaction Security in respect of US Lease transaction No. 5
  (Trust 2) between eircom as lessee and Wilmington Trust Company as lessor
  with the Fifth Third Leasing Company as beneficial lessor.
  
  n/aLercie Limited
  
  Lease Transaction Security in respect of US Lease transaction No. 5
  (Trust 3) between Eircell Limited (now Lercie Limited) as lessee and
  Wilmington Trust Company as lessor with the Fifth Third Leasing Company as
  beneficial lessor.
  
  n/aITI/eircom/Eircable Limited
  
  Lease Transaction Security in respect of the sale and lease back
  transactions and the finance arrangements entered into in relation thereto
  referred to in annexure S6 to the Disclosure Letter.
  
  n/aeircom (UK) Limited
  
  Charge dated 12th August, 1999 over a deposit account in favour of
  South Quay Estates Limited
  
  £325,804 (and any interest thereon and the amount standing to the
  credit of the deposit account)  120 
   SCHEDULE
7  FORM OF COMPLIANCE CERTIFICATE  To:[           ]
as Facility Agent  From:Valentia
Telecommunications, an Irish unlimited public company (the Company)  Date:[              ]  Valentia Telecommunications,
an Irish unlimited public company - 1,400,000,000 Credit Agreement
dated 18th March, 2004 (theAgreement)  1.We
refer to the Agreement.  This is a
Compliance Certificate.  2.We
confirm that as at [relevant testing date]:  (a)Consolidated
Adjusted EBITDA was [       ]; and  Consolidated Net
Total Borrowings are
[              ];
therefore, Consolidated Net Total Borrowings are
[     ] x Consolidated Adjusted EBITDA;  (b)Consolidated
Net Interest Payable was
[              ],
therefore Consolidated Adjusted EBITDA is
[              ]
x Consolidated Net Interest Payable;  (c)Consolidated
Adjusted EBITDA was
[           ]; and
Consolidated Total Senior Borrowings are
[              ];
therefore Consolidated Total Senior Borrowings are
[              ]
x Consolidated Adjusted EBITDA;  (d)the
aggregate net assets, turnover and Adjusted EBITDA of the Guarantor[s]
constitute, respectively,
[          ] per cent., []
per cent. and
[           ] per cent.
of the net assets, turnover and Consolidated Adjusted EBITDA of the Group.  3.We
set out below calculations establishing the figures in paragraph 2 above:  [               ].  4.We
confirm that the following companies were Material Subsidiaries at [relevant
testing date]: (1)  [               ].  5.[We
confirm that no Default is outstanding as at [relevant testing date].(2)  
 (1)Annual
certification only. (2)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.  121 
   6.No liability shall attach to or be incurred by the present or future
Shareholders of the Company (the Shareholders) directly or indirectly by
reason of any obligations, agreements, covenants, or representations contained
in this Compliance Certificate and the Shareholders may rely on this clause.  VALENTIA TELECOMMUNICATIONS, an Irish unlimited public companyBy:[insert applicable certification language]for[Auditors]  122 
   SCHEDULE
8  FORM OF ACCESSION AGREEMENT  To:[            ]
as Facility Agent  From:Valentia
Telecommunications, an Irish unlimited public company and [ProposedBorrower/Proposed
Guarantor]*  Date:[        ]  Valentia Telecommunications,
an Irish unlimited public company-
1,400,000,000 Credit Agreement
dated 18th March, 2004 (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 and Additional Guarantor/Additional Guarantor]*and to be bound by the
terms of the Agreement [and the Intercreditor Agreement] as an [Additional
Borrower and Additional Guarantor/Additional Guarantor]*.  This Accession Agreement [is executed as a deed and] is governed by
English law.  Given under the common
  seal of
  )VALENTIA TELECOMMUNICATIONS,
  )an Irish unlimited public company
  )(for and on behalf of
  itself and
  )the other Obligors) in the
  presence of:
  )(Director)(Director/Secretary)
   
 *Delete as applicable.  123 
   EXECUTED as a Deed by
  
  )[PROPOSED
  BORROWER/GUARANTOR]*
  
  )acting by
  
  (Director)
  
  )and
  
  (Director/Secretary)
  
  )[acting under the
  authority of that company]
  
  )in the presence of:
  
  )
   Witness:Name:Address:   
 *Amend signature block as appropriate for signature by the Additional
Obligor as a deed.  124 
   SCHEDULE
9  FORM OF RESIGNATION REQUEST  To:[                  ]
as Facility Agent  From:Valentia
Telecommunications, an Irish unlimited public company and [relevant Obligor]  Date:[        ]   Valentia Telecommunications,
an Irish unlimited public company - 1,400,000,000 Credit Agreement
dated 18th March, 2004 (theAgreement)  1.We
refer to the Agreement.  This is a
Resignation Request.  2.We
request that [resigning Obligor] be released from its obligations as [a/an](3)
[Obligor/Borrower/Guarantor](4) under the Agreement.  3.We
confirm that no Default is outstanding or would result from the acceptance of
this Resignation Request.  4.We
confirm that as at the date of this Resignation Request no amount owed by
[resigning Obligor] under the Agreement is outstanding.  5.This
Resignation Request is governed by English law.  6.No
liability shall attach to or be incurred by the present or future shareholders
of the Company (the Shareholders) directly or indirectly by
reason of any obligations, agreements, covenants, or representations contained
in this Resignation Request and the Shareholders may rely on this clause.   VALENTIA TELECOMMUNICATIONS,
  
  [Relevant Obligor]an Irish unlimited public companyBy:
  
  By:
   The Facility Agent confirms that this resignation takes effect on
[                        ].   [                    ]  By:  
 (3)Delete as applicable. (4)Delete as applicable.  125 
   SCHEDULE
10  FORMS OF LETTER OF CREDIT  PART 1  FORM OF LETTER OF CREDIT  To:[Beneficiary]
(the Beneficiary)  [DATE]  Irrevocable Standby Letter
of Credit no.
[              ]  At the request of
[             ],
[FRONTING BANK] (the Fronting Bank) issues this irrevocable
standby letter of credit (Letter of Credit)(5) in your favour on the
following terms and conditions:  1.Definitions  In this Letter of Credit:  Business Daymeans a day (other than a Saturday or a Sunday) on which banks are open for
general business in London and on which the Trans-European Automated Real-time
Gross Settlement Express Payment Transfer System is open for the settlement of
payments in euro.  Demandmeans a demand for a payment under this Letter of Credit in the form of the schedule
to this Letter of Credit.  Expiry Datemeans
[                                        ].  Total L/C Amountmeans euro
[                                       ].  2.Fronting
Banks agreement  (a)The
Beneficiary may request a drawing [or drawings] under this Letter of Credit by
giving to the Fronting Bank a duly completed Demand.  A Demand may not be given after the Expiry Date.  (b)Subject
to the terms of this Letter of Credit, the Fronting Bank unconditionally and
irrevocably undertakes to the Beneficiary that, within [ten] Business Days of
receipt by it of a Demand validly presented under this Letter of Credit, it
must pay to the Beneficiary the amount which is demanded for payment in that
Demand.  
 (5)This L/C assumes: issued by one Issuing Bank; no right of Issuing Bank to novate obligations under the L/C; single currency payments; and no obligations on Issuing Bank to gross-up.  126 
   (c)The
Fronting Bank will not be obliged to make a payment under this Letter of Credit
if as a result the aggregate of all payments made by it under this Letter of
Credit would exceed the Total L/C Amount.  3.Expiry  (a)On
[     ] pm ([London] time) on the Expiry Date the
obligations of the Fronting Bank under this Letter of Credit will cease with no
further liability on the part of the Fronting Bank except for any Demand
validly presented under the Letter of Credit that remains unpaid.  (b)The
Fronting Bank will be released from its obligations under this Letter of Credit
on the date prior to the Expiry Date (if any) notified by the Beneficiary to
the Fronting Bank as the date upon which the obligations of the Fronting Bank
under this Letter of Credit are released.  (c)When
the Fronting Bank is no longer under any obligation under this Letter of
Credit, the Beneficiary must return the original of this Letter of Credit to
the Fronting Bank.  4.Payments  All payments under this Letter of Credit must be
made in euros and for value on the due date to the account of the Beneficiary
specified in the Demand.  5.Delivery
of Demand  Each Demand must be in writing, and may be given in
person, by post, telex, fax or any other electronic communication(6) and must
be received by the Fronting Bank at its address as follows:  [   ]  For the purpose of this Letter of Credit, electronic
communication will be treated as being in writing.  6.Assignment  The Beneficiarys rights under this Letter of Credit
may not be assigned or transferred.  7.ISP  Except to the extent it is inconsistent with the
express terms of this Letter of Credit, this Letter of Credit is subject to the
International Standby Practices (ISP 98), 1998, International Chamber of
Commerce Publication No. 590.  8.Governing
Law  This Letter of Credit is governed by English law.  
 (6)Include with caution.  E-mail
may be considered an appropriate means of communication.  However, it is at present an inherently
unsafe method with problems associated with delivery and electronic signatures.  127 
   9.Jurisdiction  The English courts have exclusive jurisdiction to
settle any dispute in connection with this Letter of Credit.  Yours faithfully,   [FRONTING BANK]  By:  128 
   SCHEDULE  FORM OF DEMAND  To:[FRONTING
BANK]  [DATE]  Dear Sirs  Irrevocable Standby Letter
of Credit no. [         ] issued
in favour of [BENEFICIARY] (theLetter of Credit)  We refer to the Letter of Credit. 
Terms defined in the Letter of Credit have the same meaning when used in
this Demand.  1.We
certify that the sum of
[         ] is due [and has
remained unpaid for at least [   ] Business Days under [set out
underlying contract or agreement]].  We
therefore demand payment of the sum of [               ].  2.Payment
should be made to the following account:  Name:  Account Number:  Bank:  3.The
date of this Demand is not later than the Expiry Date.  Yours faithfully   (Authorised Signatory)
  
  (Authorised Signatory)
   For  [BENEFICIARY]  129 
   PART 2  FORM OF US LEASING LETTER OF CREDIT  [Date]  IRREVOCABLE LETTER OF CREDIT NO.
[          ]  [Trustee],
not in its individual capacity but solely as [Trustee] under [Agreement] [Address] Attention:
[Name]  Ladies and
Gentlemen:  At the
request and on the instructions of our customer [Account Party] (the Account
Party, which expression and any other reference to [Account
Party] shall, for the purposes of this Letter of Credit, include its
permitted assigns), we, [Letter of Credit Issuer] (the Letter of
Credit Issuer), hereby establish this Irrevocable Letter of Credit
No. [          ] in favour of
[Trustee],
not in its individual capacity but solely as [Trustee] ([Trustee]), as required by the
[Agreement]
(such agreement, as amended from time to time, being referred to herein as the
[Agreement]).  This Letter
of Credit is effective from [Date] and is valid from [Date]
through and including the close of business at the Presentation Office (as
defined below) on [Date] (the Expiry Date); provided,
however, that this Letter of Credit shall terminate prior to the
date provided upon presentation, at the office of [Name and address and fax number of
Letter of Credit Issuer] (or at such other office of the Letter of
Credit Issuer or if this Letter of Credit has been or will be confirmed, the
confirming bank (any such office being hereinafter referred to as the Presentation
Office) in New York City, New York, designated by the Letter of
Credit Issuer (or such confirming bank) by written notice to [Name,
capacity, address and fax number of Addressee], as [Trustee], of a
duly completed certificate in the form of Exhibit A attached hereto (the Termination
Certificate), purporting to be signed by an authorized signatory of
each of the Account Party and [Trustee], together with the original of this
Letter of Credit, either by physical delivery or by transmission to the
Presentation Office of a facsimile to be followed promptly by courier or
registered mail delivery of such Termination Certificate and the original of
this Letter of Credit.  This Letter
of Credit is issued for the amount of
[          ]
([          ] euro).  The term Drawing Amount as used in
this Letter of Credit shall mean at any time the amount (in United States
Dollars) set forth in this paragraph above. 
The Letter of Credit Issuer will not be obliged to make a payment under
this Letter of Credit if as a result the aggregate of all payments made by it
under this Letter of Credit would exceed the Drawing Amount.  [Trustee]
is hereby irrevocably authorized to make one demand (on one occasion only; it
being understood that a correction to a non-conforming demand does not
constitute a second demand) not in excess of the Drawing Amount at the time of
demand for payment hereunder by presentation at the Presentation Office of a
duly completed certificate in the form of Exhibit B attached hereto (the Demand
Certificate), purporting to be signed by an authorized signatory,
together with the original of this Letter of Credit, either by physical
delivery or by transmission to the Presentation Office of a facsimile to be
followed promptly by courier or registered mail delivery of such Demand
Certificate and the original of this Letter of Credit.  Payment
under this Letter of Credit will be made, if a conforming Demand Certificate is
received by the Presentation Office on or prior to the Expiry Date of this
Letter of Credit at the Presentation Office (x) prior to 4.00 p.m. (New York
City time) on a Business Day, on the next succeeding  130 
   Business Day and (y) if received subsequent to 4.00 p.m. (New York City
time) on a Business Day, on the second succeeding Business Day (whether or not
such second succeeding Business Day is subsequent to the Expiry Date) by wire
transfer of immediately available funds (in euros) in the amount set forth in
the Demand Certificate (providedthat such amount shall not exceed
the Drawing Amount) to an account in the United States of America specified by
[Trustee] in its Demand Certificate.  Business Day
means any day other than a Saturday, a Sunday or a day on which commercial
banking institutions in New York City, New York are authorized or required by
law to be closed or on which the Trans-European Automated Real-time Gross
Settlement Express Payment Transfer System is not open for the settlement of
payments in euro.  If any
Demand Certificate presented to the Presentation Office does not, in any
instance, strictly conform to the terms and conditions of this Letter of
Credit, the Letter of Credit Issuer (or, if this Letter of Credit has been or will
be confirmed, the confirming bank) shall cause the Presentation Office to give
prompt notice to [Trustee] that such Demand Certificate is not in conformity
with this Letter of Credit, stating the reasons therefor and that the
Presentation Office is holding such Demand Certificate for [Trustee]s disposal
or is returning it to [Trustee], as the Presentation Office may elect.  Upon being notified that such Demand
Certificate is not in conformity with this Letter of Credit, [Trustee] may
attempt to correct such non-conforming Demand Certificate if, and to the extent
that, it is able to do so.  If the
original of this Letter of Credit has been lost, stolen, mutilated or
destroyed, upon receipt of a certificate signed by an authorized signatory of
[Trustee] to such effect specifying the date and number of this Letter of
Credit and (i) in the case of loss, theft or destruction of this Letter of
Credit, an indemnity agreement in form and substance satisfactory to the Letter
of Credit Issuer and, if this Letter of Credit has been or will be confirmed,
the confirming bank from [Trustee], in its individual capacity, and (ii) in the
case of mutilation of this Letter of Credit, the mutilated Letter of Credit,
the Letter of Credit Issuer will issue a replacement letter of credit in favour
of [Trustee] dated the same date, bearing the same number, and in the same
Drawing Amount as, and with other provisions consistent with, the Letter of
Credit.  Upon the
honour of a Demand Certificate duly presented hereunder and the payment of any
taxes due in accordance with clause (ii) of the fifth paragraph hereof, the
Letter of Credit Issuer shall be fully discharged from its obligation under
this Letter of Credit and shall not thereafter be obligated to make any further
payments under this Letter of Credit. 
By paying to [Trustee] the full amount demanded in accordance therewith,
the Letter of Credit Issuer makes no representation as to the correctness of
the amount demanded.  If
[Trustee] changes its address during the term of this Letter of Credit, such
party must inform the Letter of Credit Issuer and the Presentation Office
promptly and this Letter of Credit will be amended accordingly by the Letter of
Credit Issuer, but failure to so notify will not relieve the Letter of Credit
Issuer or the Presentation Office of its obligations hereunder.  [Trustee] may transfer its rights under this Letter of Credit to any new
beneficiary who succeeds [Trustee]
under the transactions contemplated by the [Participation Agreement], and any
such new beneficiary (or subsequent new beneficiary) may subsequently transfer
its rights under this Letter of Credit to any subsequent new beneficiary who
succeeds the former new beneficiary under the transactions contemplated by the
Participation Agreement, in each case in accordance with the terms of this
Letter of Credit.  [Trustee] shall furnish written notice of such intended
transfer to the Presentation Office (with a copy to the Letter of Credit
Issuer), together with the original of this Letter of Credit.  In such notice [Trustee] shall designate the new beneficiary, shall instruct the Letter of
Credit Issuer to issue a new letter of credit (on the same terms and with the
same Drawing Amount) to such new beneficiary as the new beneficiary and shall
certify that upon issuance of such new letter of credit properly advised to the
new beneficiary [Trustee] shall discharge
the Letter of credit Issuer  131 
   from all obligation under this Letter of
Credit.  Upon receipt of such notice
(together with the original of this Letter of Credit), the Letter of Credit
Issuer will promptly issue such new letter of credit to the new beneficiary
through the Presentation Office.  The transferor
shall pay to the Letter of Credit Issuer a fee of $1,000 in connection with
such transfer.  Communications
with respect to this Letter of Credit (other than presentation of a Termination
Certificate or a Demand Certificate) shall be in writing or by facsimile
transmission, shall be effective when received and shall be addressed to [Addressee],
as [Trustee] at [fax number] or at [address], with a copy to [Name,
address and fax number of counterparty under the Agreement] and [Name,
address and fax number of Letter of Credit Issuer] (or such other
office or address designated by the Letter of Credit Issuer by written notice
to the [Trustee]), specifically referring therein to this Letter of Credit by
number.  If the
Expiry Date of this Letter of Credit (including as so extended pursuant to the
preceding sentence) is not a Business Day, such Expiry Date shall automatically
be extended to the next succeeding Business Day.  This Letter
of Credit (including the Exhibits hereto) sets forth in full the Letter of
Credit Issuers undertaking, and such undertaking shall not in any way be
modified, amended, amplified or limited by reference to any document,
instrument or agreement referred to herein, except to the Uniform Customs and
any such reference shall not be deemed to incorporate herein any document
instrument or agreement.  This Letter
of Credit is subject to the Uniform Customs and Practice for Documentary
Credits, 1993 Revision, ICC Publication No. 500 (the Uniform Customs) with the
exclusion of Article 48.  This Letter
of Credit shall be deemed to be made under the laws of the State of New York
and, as to matters not addressed by the Uniform Customs, is governed by the
laws of New York State, excluding, to the extent possible, its choice of law
provisions except for Section 5-1401 of the New York General Obligations
Law.  The Letter of Credit Issuer hereby
knowingly and willingly waives Article 13(b) and 14(d) of the Uniform Customs
andSection 5-112 of the New
York Uniform Commercial Code and will make payment hereunder in accordance with
the terms provided herein.  Such waiver
shall not affect or be construed to affect the express time periods for payment
set out in this Letter of Credit.  By signing this Letter of Credit or
presenting a Termination Certificate or a Demand Certificate, the Letter of
Credit Issuer and [Trustee]
each (i) irrevocably agree that any legal action or proceeding with respect to
this Letter of Credit may be brought in any state or federal court sitting in
New York City, (ii) irrevocably submit to the nonexclusive jurisdiction of such
courts for purposes of this Letter of Credit, (iii) waive, to the fullest
extent permitted by law, any objection such party may now or hereafter have to
the laying of venue in any such action or proceeding in any such court and (iv)
irrevocably waive any and all right to trial by jury in any legal proceeding
arising out of or relating to this Letter of Credit.  The Letter of Credit Issuer hereby agrees to receive and accept
service of process sent by registered or certified mail or overnight courier to
the address to which notices hereunder are to be given.  132 
   Very
  truly yours,[Letter of
  Credit Issuer],By:[Name][Title]By:[Name][Title]  133 
   Exhibit A
to Letter of Credit  FORM OF TERMINATION CERTIFICATE  [Name and address of Letter of Credit Issuer]  Ladies and Gentlemen:  Re: Irrevocable Letter of Credit No.
[        ] (the Letter of Credit)issued
by [Letter
of Credit Issuer] (the Letter of Credit Issuer) in favour of [Addressee],
as [Trustee].  The undersigned, [Account Party] (the Lessee)
and [Addressee],
as [Trustee] ([Trustee]), hereby certify to the Letter of Credit Issuer
that:  1.The undersigned demand that the Letter of Credit be
terminated in accordance with the terms thereof, effective the date hereof.  2.The undersigned are hereby demanding termination of
the Letter of Credit because: (a) the long-term senior unsecured debt
obligations of the Lessee are rated at least [A] by Standard & Poors
Rating Group, a division of McGraw Hill Inc. (which for the purposes of this
Letter of Credit shall include any successor thereto) or at least [A2] by
Moodys Investors Service, Inc. (which for the purposes of this Letter of
Credit shall include any successor thereto) or (b) [Trustee] has received an
[alternative Acceptable Equity Undertaking] as defined in [Agreement] (as the same may
be amended form time to time).  IN
WITNESS WHEREOF,
the undersigned have executed and delivered this Termination Certificate as of
the [        ] day of
[        ],
[        ].   [        ]By:Name:Authorized
  Signatory   [        ],
  not in itsindividual
  capacity, but solely as [Trustee]By:Name:Authorized
  Signatory  134 
   Exhibit B to Letter of Credit  FORM OF DEMAND CERTIFICATE  [Name and address of Letter of Credit Issuer]  Ladies and Gentlemen:  Re: Irrevocable Letter of Credit No.
[         ] (the Letter of
Credit) issued by [Letter of Credit Issuer] (the Letter of
Credit Issuer) in favour of [Addressee], as [Trustee].  The undersigned, [Addressee], as [Trustee] ([Trustee]), hereby certifies to
the Letter of Credit Issuer that:  1.The undersigned hereby demands payment of
euro[          ] under the
Letter of Credit.  2.The amount demanded hereby is not in excess of the
Drawing Amount on the date hereof.  3.The undersigned is hereby making a demand under the
Letter of Credit, because: (a) an Event of Default (as such term is defined in
[Agreement]
(as the same may be amended from time to time), has occurred and is continuing,
(b) the Letter of Credit will expire within five days and has not been renewed
or replaced of (c) the Letter of Credit Issuers long-term senior unsecured
debt obligations are rated below [AA] by Standard & Poors Rating Group, a
division of McGraw Hill Inc. (which for the purposes of this Letter of Credit
shall include any successor thereto) or [Aa2] by Moodys Investor Service
Inc. (which for the purposes of this Letter of Credit shall include any
successor thereto).  4.The Letter of Credit Issuer is hereby instructed to
make all payments by wire transfer of immediately available funds to [Trustee]s account No.
[        ] at
[         ], A.B.A. No.
[         ].  IN
WITNESS WHEREOF,
[          ] has executed and
delivered this Demand Certificate as of the
[        ] day of
[        ], [        ].   [        ],
  not in itsindividual
  capacity, but solely as [Trustee]By:Name:Authorized
  Signatory  135 
   SCHEDULE
11  STRUCTURE MEMORANDUM    136 
   SCHEDULE
12  EXISTING GROUP INDEBTEDNESS  Lender
  
  Borrower
  
  Amount
  Outstanding
  ITI
  
  eircom
  
  201.562mITI
  
  GoFree Limited
  
  0.045meircom
  
  Eircable Limited
  
  110.904meircom
  
  The Company
  
  171.777meircom
  
  eircom (Holdings) Limited
  
  13.04meircom
  
  ITI
  
  292.04mThe Company
  
  Eircom
  
  154.122mEircable Limited
  
  ITI
  
  377.262mIndigo Services Limited
  
  eircom
  
  3.4mTopsource Recruitment Limited
  
  eircom
  
  0.4meircom Phonewatch Limited
  
  eircom
  
  2.225mLAN Communications Limited
  
  eircom
  
  7.75mContinuous Communications Systems Limited
  
  eircom
  
  0.75mEirtrade Services Ltd
  
  eircom
  
  17.3m  137 
   SCHEDULE
13  FORM OF RELEASE  PART 1  IRISH LAW RELEASE   RELEASE AND DISCHARGE   Dated [      
] day of  [                 ]   [SECURITY AGENT] (as security agent)   and   [CHARGOR]  138 
   This DEED OF RELEASE AND DISCHARGE is made the []
day of [], 2004  BETWEEN:  [SECURITY AGENT]having its principal place of business in England at [] as
security agent for the Secured Creditors (as defined in the [SECURITY DOCUMENT]
referred to below) (hereinafter referred to as the Security Agent) of the one
part,  and  [CHARGOR],
(registered number []) having its
registered office at [] (hereinafter
called the Chargor) of the other part.  WHEREAS:  (A)By
[Security Document] made the [] day of [],
2004 (the Security Document), the Chargor created [describe security] in
favour of the Security Agent to secure the Secured Obligations as defined
therein.  (B)The
Chargor has requested that the Security Agent release and discharge the
property and assets thereby mortgaged, charged, assigned or otherwise secured
under the Security Document.  NOW IT IS HEREBY AGREEDthat pursuant to the said agreement in consideration of the premises the
Security Agent doth hereby:  1.Release
and assign unto the Chargor all the Chargors property and assets assigned by
the Security Document;  2.Release
unto the Chargor all the Chargors undertaking, property and assets whatsoever,
wheresoever both present and future including uncalled capital and goodwill;  3.Release,
discharge and assign unto the Chargor any other property and assets mortgaged,
charged, assigned or otherwise secured under the Security Document;  To the intent that all the property and assets mortgaged, charged,
assigned or otherwise secured by the Security Document shall henceforth be held
by the Chargor freed and discharged from all and any floating and specific
mortgage or charge or other security interest created by the Security Document
and from all monies, interest and costs and all claims and demands of the
Security Agent thereunder.  [The Chargor hereby certifies that it is a qualified person for the
purposes of section 45 of the Land Act, 1965.]  This deed shall be governed by and construed in accordance with the
laws of Ireland.  IN WITNESS WHEREOFthe
parties hereto have executed these presents the day and year first herein
written.  139 
   SIGNATORIES
TO RELEASE  [Signed, sealed and delivered  by [SECURITY AGENT]per its  lawfully appointed attorney in the presence of:]    Signed for and on behalf of  [CHARGOR]  in the presence of:  140 
   PART 2  RELEASE OF ENGLISH LAW SECURITY ASSIGNMENT   DEED OF
RELEASE   DATED [          ]   BETWEEN   EIRCOM FUNDING, an Irish unlimited public company   AND   [SECURITY AGENT]  141 
   THIS DEED OF RELEASE is dated
[               ]
between:  (1)EIRCOM
FUNDING, an Irish unlimited public company (Registered number 359251) (the Chargor);  (2)[SECURITY
AGENT] (the Security Agent) as agent and trustee for the Secured Parties.  BACKGROUND  (A)The
Chargor enters into this deed in connection with the security assignment dated
18th March, 2004 between the Chargor and the Security Agent (the Security
Assignment).  (B)It
is intended that this document takes effect as a deed notwithstanding the fact
that a party may only execute this document under hand.  IT IS AGREED as follows:  1.INTERPRETATION  (a)Capitalised
terms defined in the Security Assignment have, unless expressly defined in this
Deed, the same meaning in this Deed.  (b)The
provisions of Clause 1.2 (Construction) of the Credit Agreement apply to this
Deed as though they were set out in full in this Deed except that references to
the Credit Agreement are to be construed as references to this Deed.  2.RELEASE AND REASSIGNMENT  (a)The
Security Agent irrevocably and unconditionally releases and discharges all
Security Interests created by the Chargor under the Security Assignment.  (b)The
Security Agent hereby irrevocably and unconditionally releases, reconveys,
discharges, retransfers and reassigns to the Chargor all its rights, title and
interest, present and future, in and to the Hedging Documents to which it is a
party.  3.EXPENSES  The Chargor must reimburse the Security Agent on
demand for all costs and expenses properly incurred by it in connection with
the negotiation, preparation and execution of this Deed and any related documentation
(including the fees and expenses of legal advisors and any applicable value
added taxes).  4.COUNTERPARTS  This Deed 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 Deed.  5.GOVERNING LAW  This Deed is governed by English law.  This Deed has been entered into as a deed on the date stated at the
beginning of this Deed.  142 
   SIGNATORIES
TO RELEASE  Security Agent  Executed as a deed by
  )[SECURITY AGENT]
  )acting by:
  )in the presence of
  )  Witnesses
  signature:Name:Address:   Chargor  EIRCOM FUNDING, an Irish unlimited public company  By:  143 
   SIGNATORIES  CompanyVALENTIA TELECOMMUNICATIONS, an Irish unlimited public companyBy:
  PETER LYNCH as lawful attorneyOriginal BorrowerVALENTIA TELECOMMUNICATIONS, an Irish unlimited public companyBy:
  PETER LYNCH as lawful attorneyOriginal
  GuarantorVALENTIA TELECOMMUNICATIONS, an Irish unlimited public companyBy:
  PETER LYNCH as lawful attorneyMandated Lead ArrangersDEUTSCHE BANK AG LONDONBy:
  JAMES FENNERALISON HOWECITIGROUP GLOBAL MARKETS LIMITEDBy:
  MICHAEL LLEWELYN-JONESGOLDMAN SACHS INTERNATIONALBy:
  TERRY HUGHESMORGAN STANLEY BANKBy:
  RICHARD B. FELIXChief Credit Officer  144 
   Original
  LendersDEUTSCHE BANK AG LONDONBy:
  JAMES FENNERALISON HOWECITIBANK INTERNATIONAL plc, IRELAND BRANCHBy:
  VALERIE DICKSONANDREW GAULTERGOLDMAN SACHS CREDIT PARTNERS L.P.By:
  TERRY HUGHESMORGAN STANLEY BANKBy:
  RICHARD B. FELIXChief Credit OfficerFacility
  AgentDEUTSCHE BANK AG LONDONBy:
  RONALD K. LANE-SMITHJOHANNA E. WADSWORTHSecurity
  AgentDEUTSCHE BANK AG LONDONBy:
  RONALD K. LANE-SMITHJOHANNA E. WADSWORTH  145