Exhibit 2.4  Dated 14th
December, 1999 as amended and
restated pursuant to a supplemental agreement dated 1 March 2004  UNITED BISCUITS GROUP (INVESTMENTS) LIMITED as the Parent  REGENTREALM LIMITED as Regentrealm  REGENTREALM LIMITED AND OTHERS as Borrowers
and Guarantors  FINALREALM LIMITED as Finalrealm  DEUTSCHE BANK AG LONDON as Arranger  DEUTSCHE BANK AG LONDON
AND OTHERSas
Lenders  DEUTSCHE BANK AG LONDON as Sole Book
Runner  DEUTSCHE BANK AG LONDON as Agent  DEUTSCHE BANK AG LONDON as
Documentation Agent  DEUTSCHE BANK AG LONDON as Security
Agent  £250,000,000 TERM LOAN AND £225,000,000 REVOLVING CREDIT FACILITIES  THIS
FACILITIES AGREEMENT IS ENTERED INTO
WITH THE BENEFIT OF AND SUBJECT TO THE TERMS OF
AN INTERCREDITOR DEED (AS SUCH TERM IS DEFINED HEREIN)  SHEARMAN & STERLING LLP London   
   CONTENTS  CLAUSE1.
  INTERPRETATION2.
  THE FACILITIES3.
  PARTICIPATION OF LENDERS4.
  CONDITIONS
  PRECEDENT5.
  BORROWERS UNDER THE
  FACILITIES6.
  UTILISATION
  PROCEDURES7.
  ANCILLARY
  FACILITIES8.
  DEMANDS
  UNDER LETTERS OF CREDIT/LENDER GUARANTEES9.
  INTEREST10.
  SELECTION OF INTEREST
  PERIODS11.
  CURRENCY
  OPTION12.
  MARKET
  DISRUPTION13.
  REPAYMENT
  OF ADVANCES14.
  PREPAYMENT AND CANCELLATION15.
  PAYMENTS16.
  TAXES17.
  CHANGE
  IN CIRCUMSTANCES18.
  FEES, EXPENSES AND STAMP
  DUTIES19.
  GUARANTEE AND
  ADDITIONAL GUARANTORS20.
  SECURITY
  AND RELEASES21.
  REPRESENTATIONS AND
  WARRANTIES22.
  UNDERTAKINGS23.
  EVENTS OF
  DEFAULT24.
  THE AGENTS AND
  OTHER FINANCE PARTIES25.
  CERTIFICATES
  CONCLUSIVE AND APPLICATION OF MONEYS26.
  PRO RATA
  PAYMENTS27.
  SET-OFF28.
  NOTICES29.
  NO
  IMPLIED WAIVERS30.
  INVALIDITY OF ANY PROVISION31.
  CONFIDENTIALITY32.
  CHANGES
  TO PARTIES33.
  LENDERS
  DECISIONS34.
  INDEMNITIES  i 
   35.
  GOVERNING
  LAW AND SUBMISSION TO JURISDICTION36.
  COUNTERPARTS37.
  BENEFITS FOR THIRD PARTIESSCHEDULE 1The
  Original LendersSCHEDULE 2Part 1
  - The BorrowersPart 2
  - The GuarantorsSCHEDULE 3Additional
  Obligor Conditions PrecedentSCHEDULE 4Part 1
  - Form of Utilisation Request - AdvancesPart 2
  - Form of Utilisation Request - Letters of Credit/Lender GuaranteesSCHEDULE 5Form of Transfer CertificateSCHEDULE 6Formalities CertificateSCHEDULE 7Guarantee
  ProvisionsSCHEDULE 8Accession
  DocumentSCHEDULE 9Part 1 - Form of
  Letter of CreditPart 2 - Form of
  Lender GuaranteeSCHEDULE 10Provisions
  relating to Letters of Credit/Lender GuaranteesSCHEDULE 11Form of
  Confidentiality UndertakingSCHEDULE 12Financial
  Covenant Compliance CertificateSCHEDULE 13Mandatory Costs FormulaeSCHEDULE 14Security
  DocumentsSCHEDULE 15Proposed Tax RestructuringSIGNATORIES ii 
   THIS FACILITIES AGREEMENT is made 14December, 1999 and
is amended and restated pursuant to a supplemental agreement dated 1
March 2004.  BETWEEN:  (1)UNITED BISCUITS GROUP (INVESTMENTS) LIMITED (FORMERLY
BLADELAND LIMITED),
a company incorporated in England and Wales with registered number 3877866
having its registered office at Hayes Park, Hayes End Road, Hayes, Middlesex
UB4 8EE (as the Parent);  (2)REGENTREALM LIMITED, a company incorporated in England and Wales
with registered number 3885120 having its registered office at Hayes Park,
Hayes End Road, Hayes, Middlesex UB4 8EE as Regentrealm (Regentrealm);  (3)THE COMPANIES named in Schedule 2 Part 1 as
Borrowers (as defined below);  (4)THE COMPANIES named in Schedule 2 Part 2 (as
Guarantors as defined below);  (5)FINALREALM LIMITED, a company incorporated in England and Wales
with registered number 3877932 having its registered office at Hayes Park,
Hayes End Road, Hayes, Middlesex UB4 8EE as Finalrealm (Finalrealm);  (6)DEUTSCHE BANK AG LONDON as arranger (the Arranger);  (7)DEUTSCHE BANK AG LONDON and the other banks listed in Schedule 1
as Lenders (as defined below);  (8)DEUTSCHE BANK AG LONDON as sole book runner (the Sole Book Runner);  (9)DEUTSCHE BANK AG LONDON as Agent (as defined below);  (10)DEUTSCHE BANK AG LONDON as documentation agent (the Documentation
Agent); and  (11)DEUTSCHE BANK AG LONDON as Security Agent (as defined below).  NOW IT IS HEREBY AGREED as follows:  1.INTERPRETATION  1.1Definitions: In this Agreement, terms defined
in Clause 16.1 (Tax Definitions)
and Clause 22.11 (Financial Definitions)
shall have the respective meanings set out in those clauses and, in addition,
unless the context otherwise requires, the following expressions have the
following meanings:  Accession Document means an agreement
substantially in the form set out in Schedule 8 (Accession Document) pursuant
to which a Group Company becomes a Borrower and/or a Guarantor hereunder;  Accountants Reportsmeans the reports on the UB
Holdings Group and the Nabisco Business Group and various other matters in the
approved forms prepared by PriceWaterhouseCoopers;  Accounting Period means each period of
four or, as the case may be, five weeks referred to in the definition of Accounting
Quarter;  Accounting Quarter means in each Financial
Year of the Parent each of the four accounting quarters in such Financial Year
determined by dividing such Financial Year into thirteen consecutive four week
periods (or in the case of a 53 week Financial Year 12 consecutive four week
periods and a  1 
   five week period) and which in the case of the first
accounting quarter begins at the commencement of such Financial Year and ends
on the last day of the fourth of such consecutive four week periods and in the
case of the other three accounting quarters comprises a period of three such
consecutive four week periods (or in the case of a 53 week Financial Year and
the final period, a five week period) ending on the last day of the seventh,
tenth and thirteenth of such consecutive periods, as the case may be;  Acquisition Assets has the meaning given
to it in the definition of Permitted Acquisition;  Acquisition Consideration means in
relation to Acquisition Assets the aggregate of the consideration (including
any non-cash consideration) paid and payable (whether contingent or otherwise)
and the gross liabilities in respect of Financial Indebtedness assumed or to be
assumed or refinanced or which remains subsisting following their acquisition,
in respect of such assets;  Acting in Concert has the meaning given to
it in the City Code on Takeovers and Mergers;  Additional Borrower means any Group
Company which has become an Additional Borrower in accordance with Clause 5.2 (Additional
Borrowers);  Additional Costs Rate has the meaning
given to it in Schedule 13 (Mandatory Costs Formulae);  Additional Guarantor means any Group
Company which has become an Additional Guarantor in accordance with Clause 19.3
(Guarantors)
or any other provision of this Agreement;  Advance means a Facility A Advance or a
Revolving Facility Advance, as the case may be;  Affiliate means, with respect to any
person, any other person directly or indirectly controlling, controlled by, or
under direct or indirect common control with, such person. A person shall be
deemed to control another person if such person possesses, directly or
indirectly, the power to direct or cause the direction of the management and
policies of such other person, whether through the ownership of voting
securities, by contract or otherwise. An Affiliate of an Original Equity Investor
shall exclude the Parent and any Holding Company or Subsidiary of the Parent;  Affiliated Lender means:  (a)an institution which is, in relation to a
Lender, its Subsidiary or its Holding Company or another Subsidiary of any such
Holding Company; and  (b)whether or not within (a) above, with respect
to any Lender, an Affiliate of such Lender;  Agent means Deutsche Bank AG London acting
in its capacity as Agent for the Finance Parties or such other agent for the
Finance Parties as shall be appointed pursuant to Clause 24.11 (Resignation
of Agents);  Agents spot rate of exchange with respect
to any currency on any date means the Agents spot rate of exchange for the
purchase of the appropriate amount of such currency with another currency in
the London foreign exchange market at or about 11.00 a.m. on a particular day;  Agreed Financial Projections means the
financial projections and forecast for the Business in the agreed terms;  Agreement means this facilities agreement;  Ancillary Documents means each Ancillary
Facility Letter and any other documents constituting or evidencing amounts
outstanding thereunder and Ancillary Document means any one of them;  2 
   Ancillary Facilities means ancillary
facilities for working capital purposes made available by an Ancillary Lender
pursuant to Clause 7 (Ancillary Facilities);  Ancillary Facility Letter means a facility
letter entered into by an Ancillary Lender and one or more Borrowers in
accordance with Clause 7 (Ancillary Facilities);  Ancillary Lender means any Lender that has
agreed to make available Ancillary Facilities under Clause 7.2 (Providers)
in its capacity as provider of those Ancillary Facilities (and in any such case
for so long as it continues to be a provider of Ancillary Facilities);  Ancillary Limit means, in relation to an
Ancillary Lender, the maximum amount (excluding accrued uncapitalised interest,
fees and like charges) which it has agreed to make available by way of
Ancillary Facilities in accordance with Clause 7 (Ancillary Facilities) less
that part thereof cancelled, reduced or terminated from time to time in
accordance with this Agreement and the relevant Ancillary Documents;  Ancillary Outstandings means, in relation
to an Ancillary Lender, at any time, the aggregate outstanding amount of the
Ancillary Facilities made available and due to that Ancillary Lender at such
time calculated on the following basis:  (a)all amounts of principal then outstanding under
any overdraft or other current account facilities calculated on a net basis
where netting arrangements meeting The Bank of England and Financial Services
Authority requirements for netting for capital adequacy calculation purposes
are in place;  (c)the maximum face amount of all guarantees,
bonds and letters of credit then outstanding and issued under any guarantee,
bonding or letter of credit facilities made available by that Ancillary Lender;  (d)in respect of any other facility or financial
accommodation, such other amount as that Ancillary Lender (acting reasonably)
may determine represents the aggregate exposure of that Ancillary Lender with
respect thereto in accordance with its usual practice for calculating its
exposure; and  (e)after deducting all amounts held by way of cash
cover for the amounts referred to in (b) and (c) above;  Approved Accounting Principles means, for
the purposes of the preparation and/or audit of any Financial Statements
(whether consolidated or unconsolidated) of any member of the Group, accounting
principles, standards and practices generally accepted from time to time in the
country in which such member is incorporated and approved by the relevant local
institute, accounting standards board or other applicable authority;  Approved Acquisition means the acquisition
of the shares or assets of P&H Snacksdirect Limited for a consideration
(including any non-cash or contingent or deferred consideration and any
liabilities assumed or refinanced) which does not exceed £15,000,000;  Approved Bank means any bank which is an
authorised person (for the purposes of section 31 of the Financial
Services and Markets Act 2000), which has been approved by the Agent for the
purposes of this definition and which has been given, and has acknowledged, any
and all notices required by the Security Documents;  3 
   Auditorsmeans Ernst & Young or
such other firm of accountants as may be approved in accordance with
Clause 22.8(c) (Appointment of Auditors);  Availability Period means the period
commencing on the date of this Agreement and ending on:  (a)in the case of Facility A and Revolving
Facility Tranche A, 17 April 2001; and  (b)in the case of the Revolving Facility Tranche
B, the date which is one month prior to the Expiry Date (except for Ancillary
Facilities, where the Availability Period shall end on the Expiry Date);  Beneficiary means, in relation to a Letter
of Credit or Lender Guarantee,  the
person (which shall be approved by the Agent, such approval not to be
unreasonably withheld or delayed) in whose favour such Letter of Credit or Lender
Guarantee is to be or has been issued;  Bladeland Holdings means United Biscuits
(Equity) Limited a company registered in the Cayman Islands whose registered
office is at P.O. Box 265, GT Walker House, George Town, Grand Cayman, Cayman
Islands;  Bond Bridge Loansmeans loans in the amount of
£325,000,000 that were previously advanced to UBF and that have since been
refinanced from the net proceeds of issuance of the Bonds and a Utilisation of
Facility A;  Bond Documentsmeans any indenture, terms
and conditions, subscription agreement, agency agreement or other agreement or
instrument pursuant to which the Bonds are to be constituted and/or issued by
UBF in accordance with, and as permitted by, Clause 22.6(p) (Issue of
Bonds), and the Intercreditor Deed and any other documents entered
into in connection therewith;  Bonds has the meaning given to this term
in Clause 22.6(p) (Issue of Bonds)(and shall include any
exchange bonds having the same terms as the original Bonds issued in exchange
for the original Bonds in accordance with Clause 22.6(p) (Issue of
Bonds));  Bond Trusteemeans the trustee from time
to time for the Bonds under the Bond Documents;  Borrower means each Group Company
designated as such in Part 1 of Schedule 2 and each Additional
Borrower unless it has been released from its rights and obligations as a
Borrower in accordance with this Agreement and Borrowers shall be construed
accordingly;  Burlington Cayman means Burlington
Biscuits (Cayman) Limited, a company incorporated in the Cayman Islands having
its registered office at Walkers, Walker House, Mary Street, P O Box 265 GT,
George Town, Grand Cayman, Cayman Islands;  Business means the domestic and
international biscuits and snacks business carried on by the Group on the First
Utilisation Date;  Business Day means a day (other than a
Saturday or Sunday) on which banks are open for general business in London and  (a)(in relation to any date for the payment or
purchase of a currency other than Euro) the principal financial centre of the
country of that currency;  (b)(in relation to any date for the payment or
purchase of Euro) any TARGET DAY; and  4 
   (c)in relation to rate fixing for US Dollars or
the time period for delivery of a Utilisation Request in the case of a
Utilisation in US Dollars, a day (other than a Saturday or Sunday) on which
banks are open for business in New York;  Capital Expendituremeans expenditure which is
treated as capital expenditure in accordance with Approved Accounting Principles;  Cash Collateral Accountmeans
any interest bearing account with the Security Agent or such other bank as the
Agent approves, opened or to be opened in the name of a Borrower and/or
Finalrealm or a deposit account with the Agent or an account nominated by the
Agent into which sums are to be paid and held as security by the Security Agent
for the obligations of the Borrowers and/or Finalrealm (or any of them) under
the Senior Finance Documents;  Cash Pooling Arrangements means intra day
cash pooling or cash concentration arrangements, maintained with one or more
financial institutions which provide for the notional aggregation of positive
cash balances in bank accounts of Obligors incorporated outside England and
Wales and of N.V. Biscuits Delacre S.A. maintained with such financial
institutions and/or the notional set-off of such aggregate cash balances
against bank account deficits and which provide for an end of day net cash
positive position or zero position provided that the aggregate net liability of
the relevant Obligors to the relevant financial institutions under all such
arrangements shall not exceed £5,000,000 (or its Other Currency Equivalent);  Change of Control has the meaning given to
it in Clause 14.3 (Mandatory Prepayments on Sale, Change of Control or
Listing);  Chase Deed of Release means the deed of
release, in the agreedterms, dated on or about the First
Utilisation Date, between, inter alios, Chase Manhattan International Limited
and Burlington Biscuits;  Chase Documentsmeans the Chase Pay Off
Letter, the Chase Deed of Release and any other document ancillary thereto or
entered into in connection therewith, in the agreed terms;  Chase Pay Off Lettermeans the letter, in the
agreed terms, dated 20 March, 2000 from Chase Manhattan International Limited
to Burlington Biscuits;  China Share Sale Agreement means the
agreement, in the agreed terms, dated 11July, 2000 between, inter
alios, certain UB Holdings Group Companies and Nabisco International, Inc.;  Combination Agreement means the
combination agreement dated 28 February, 2000 (as amended by an amendment
agreement dated 17 March, 2000) between, inter alios, the Parent, Finalrealm,
PAI LBO Fund, Opatra S.A., PAI Management SAS, Deutsche Bank AG London, BT
Capital Investors Offshore LP, Nabisco International, Inc., Premier Financing
Limited, Cinven Limited, Cinven Management (CN) Limited, Cinven Capital
Management (BN) Limited, Railway Pension Venture Capital Limited and others;  Commitment means:  (a)when designated Facility A, in relation to a Lender listed in Schedule 1
and Facility A, the amount in Sterling set opposite its name in Schedule 1
in relation to Facility A and, in relation to any other Lender, the amount or
the total amount of Facility A Commitments transferred to it in compliance with
this Agreement; and  (b)when designated Revolving Facility, in relation to each of the Lenders listed
in Schedule 1 and the Revolving Facility, the amount in Sterling set
opposite its name in Schedule 1 in  5 
   relation to
the Revolving Facility and, in relation to any other Lender, the amount or the
total amount of the Revolving Facility Commitments transferred to it in
compliance with this Agreement,  to the extent not cancelled, reduced or transferred by
such Lender in accordance with this Agreement and without any such designation
means Facility
A Commitment and/or Revolving Facility Commitment and provided
that references to amount or amounts above shall be to amount or
amounts in Sterling;  completion of the Portuguese Acquisition
means the date upon which the escrow agent under the Portuguese Escrow
Agreement delivers to United Biscuits Iberia, S.L. the share certificates and
other documentation in accordance with the Portuguese Escrow Agreement and
Clause 4 (Payment) of the Portuguese Share Purchase Agreement (and completion
of such Portuguese Acquisition shall be construed accordingly);  Confidentiality Undertaking  means a confidentiality undertaking in the
form set out in Schedule 11 or such other form as the Agent may approve
(acting reasonably);  Consolidated EBIT  means for any testing period EBITDA for that
period (as defined in Clause 22.11 (Financial Definitions)) after deduction of
depreciation or any write-down of assets and any amortisation of goodwill or
intangible assets for that period;  Consortium Agreement means the investment
agreement between, inter alios, the Original Equity Investors, Deutsche Bank AG
London, Finalrealm, Bladeland Holdings and others, in the agreed terms;  Constitutional Documents means, in
relation to any member of the Group, its memorandum and articles of association
or by-laws (or their equivalent in the country of its incorporation) in force
as at the date of this Agreement;  Contingent Liability means at any time:  (a)in relation to an Issuing Lender and a Letter
of Credit or Lender Guarantee, the actual and/or contingent liability of that
Issuing Lender under that Letter of Credit or Lender Guarantee at that time;
and  (b)in relation to a Lender and a Letter of Credit
or a Lender Guarantee, the actual and/or contingent liability of that Lender in
relation to that Letter of Credit or Lender Guarantee at that time as a result
of the obligations assumed by it under Clause 8.4 (Indemnity);  Danone Bridge Loans means the loans made
upon and subject to the terms of the £290,200,000 Danone bridge facility
agreement dated 14 December, 1999 (as amended, supplemented and restated
on 16 January, 2000 and 28 April, 2000) made between, inter alios,Runecorp,
Deutsche Bank AG London as arranger, and the banks and financial institutions
party thereto;  Danone Commitment Letter means the
agreement dated 14 December, 1999, in the agreed terms, between, inter alios,
Groupe Danone S.A., the Parent, Solvecorp and (in a limited capacity) the
Agent, as amended by the supplemental letters dated 16 December, 1999, 14
January, 2000, 28 February, 2000 and 8 March, 2000, in the agreed terms;  Danone Credit Support Agreementmeans
the credit support agreement, in the agreed terms, dated 14 January, 2000 (as
amended and supplemented and/or restated on 16 January, 2000) between, inter
alios, Groupe Danone, S.A. and Finalrealm;  6 
   Danone Documents means the Danone
Commitment Letter, the Danone Credit Support Agreement and any other document
ancillary thereto or entered into in connection therewith, in the agreed terms;  DDB Documents means the DDB Instrument,
the Deep Discount Bonds and any other document ancillary thereto or entered
into in connection therewith;  DDB Instrument means the instrument dated
22 March, 2000 in the agreed terms executed by Solvecorp constituting
£103,212,487,420 unsecured loan notes due 2049;  Deep Discount Bonds means the deep
discount bonds issued by Solvecorp pursuant to the DDB Instrument in favour of
(i) Bladeland Investments (Scotland) LP with an aggregate subscription
price of £119,400,000, (ii) funds managed or advised by Cinven and PAI
with an aggregate subscription price of £238,800,000 and (iii) Deutsche
Bank AG with an aggregate subscription price of £41,790,000 or such replacement
deep discount bonds as may be issued by Solvecorp in the agreed terms and
subject to conditions satisfactory to the Agent (acting on the instructions of
the Majority Lenders);  Default Interest Period has the meaning
given to it in Clause 9.4(b) (Default Interest);  Default Rate has the meaning given to it
in Clause 9.4 (Default Interest);  Deluxestar means Deluxestar Limited, a
company incorporated in England and Wales with registered number 3922573
having its registered office at Hayes Park, Hayes End Road, Hayes, Middlesex,
UB4 8EE;  Dormant Company means any Group Company
which does not trade (whether for its own account or for that of another) and
does not hold or own (whether legally or beneficially) any material assets or
property or owe or have outstanding any material liabilities (and for the
purposes of this definition amounts owed as of the 2003 Effective Date by UB
Snack Foods Limited to United Biscuits (UK) Limited pursuant to an intra-group
loan by United Biscuits (UK) Limited to UB Snack Foods Limited which has been
subordinated pursuant to the Intercreditor Deed and all interest accrued
thereon from time to time, shall not constitute material liabilities);  EBIT means for any testing period earnings
from ordinary activities (before interest and tax after deduction of
depreciation or any write-down of assets and any amortisation of goodwill or
intangible assets for that period) calculated on a basis consistent with the
definition of EBITDA set out in Clause 22.11 (Financial Definitions);  Environment means all gases, air, vapours,
liquids, water, land, surface and sub-surface soils, rock, flora, fauna,
wetlands and all other natural resources or part thereof including artificial
or man-made buildings, structures or enclosures;  Environmental Approval means any permit,
licence, authorisation, consent or other approval required under any
Environmental Laws;  Environmental Laws means all European
Union, national, federal, state or local statutes, orders, regulations or other
law or subordinate legislation or common law or regulatory codes of practice or
judgments, guidance documents or other requirements of governmental authorities
concerning the Environment, the generation, use, storage, transportation or
disposal of Hazardous Materials, or health and safety, which are in existence
now or in the future and are legally binding upon each Group Company in the
relevant jurisdiction in which the relevant Group Company has been or is
operating;  Environmental Report means the
environmental reports in the approved form;  7 
   Equity Documents means the Combination
Agreement, the Constitutional Documents of the Parent and Bladeland Holdings,
the Equity Loan Agreements, the Equity Note Document, the Consortium Agreement,
the DDB Documents, the Nabisco Initial Documents, the Shareholders Agreement
and the Equity Supplemental Agreement;  Equity Investors means the Original Equity
Investors, any assignee or transferee of any direct or indirect interest in the
Parent and any other person at any time having a direct or indirect equity
interest in the Parent;  Equity Loan Agreements means the intra
group loans, entered into pursuant to Appendix 3 to the Combination Agreement,
in the agreed terms, including (i) the loan of £119,400,000 from Solvecorp to
Runecorp, (ii) the loan of £119,400,000 from Runecorp to UBF, (iii) the loan of
£119,400,000 from UBF to Regentrealm, (iv) the loan of £280,590,000 from
Solvecorp to Runecorp, (v) the loan of £280,590,000 from Runecorp to UBF, (vi)
the loan of £280,590,000 from UBF to Regentrealm, (vii) the loan of £100 from
Solvecorp to Runecorp, (viii) the loan of £28,200,000 from Runecorp to UBF,
(ix) the loan of £28,200,000 from UBF to Regentrealm and (x) the loan of
£120,000,000 from Regentrealm to Finalrealm;  Equity Note Document means the share
transfer agreement made between Burlington Cayman and Runecorp dated 22 March,
2000 documenting a non-interest bearing note of £120,000,000 issued by Runecorp
in favour of Burlington Cayman;  Equity Supplemental Agreement means the
agreement dated 17 April, 2000 in the agreed terms between inter alios,
Bladeland Holdings and others;  EURIBOR means, in relation to any Interest
Period for any Advance or Unpaid Sum in Euro:  (a)the applicable Screen Rate; or  (b)(if no Screen Rate is available for that
Interest Period of that Advance) the arithmetic mean of the rates (rounded
upwards to four decimal places) as supplied to the Agent at its request quoted
by the Reference Banks to leading banks in the European interbank market,  as of 11.00 a.m. (Brussels time) on the Rate Fixing
Date for the offering of deposits in Euro and for a period comparable to that
Interest Period of the relevant Advance or Unpaid Sum;  Euroor Euros means the single currency of
Participating Member States;  European Interbank Market means the
interbank market for Euro operating in Participating Member States;  Event of Default means any of the events
specified in Clause 23.1 (List of Events);  Existing Lender has the meaning given to
it in Clause 32.2 (Assignments and Transfers by Lenders);  Expiry Date means:  (a)in relation to Facility A, the earlier of
30 April 2008 and the date on which any notice is issued under
Clauses 23.2(b)(i) and 23.2(c) (Cancellation and Repayment);  (b)in relation to the Revolving Facility, the
earlier of 30 April 2008 and the date on which any notice is issued under
Clauses 23.2(b)(i) and 23.2(c) (Cancellation and Repayment);  Facilities means Facility A and the
Revolving Facility and Facility means any one of them;  8 
   Facility A means the term loan facility
referred to in Clause 2.1(a) (Facilities);  Facility A Advance means the principal
amount of each Advance made or to be made under Facility A, as from time
to time reduced by repayment or prepayment;  Facility A Borrower means a Borrower under
Facility A;  Facility Commitment means the Facility A
Commitment or the Revolving Facility Commitment, as the context requires;  Fees Letter means the letter from the
Agent to the Parent dated 26 February 2003 setting out details of certain
fees payable by certain Group Companies in connection with the Facilities;  Fifth Supplemental Agreement means the
fifth supplemental agreement to this Agreement dated 1 March 2004 and
entered into between the parties hereto;  Finance Parties means the Arranger, the
Sole Book Runner, the Agent, the Security Agent, the Documentation Agent, each
Lender, each Issuing Lender, each Ancillary Lender, each Hedging Lender and
each Affiliated Lender appointed by a Lender in accordance with
Clause 3.2(c) (Lending Office) and Finance Party means any of
them;  Financial Indebtedness means any
indebtedness in respect of or arising under or in connection with:  (a)moneys borrowed or moneys raised by way of
borrowing and debit balances at banks (provided that where that debit balance
arises with an Approved Bank which operates netting arrangements permitted by
this Agreement or a bank operating Cash Pooling Arrangements permitted under
this Agreement, such debit balance shall only be taken into account in
calculating the amount of Financial Indebtedness of the Group if the net
position under those arrangements is an overall debit balance); or  (b)any debenture, bond (other than a performance
bond issued in the ordinary course of trading by one member of the Group in
respect of the obligations of another member of the Group), note or loan stock
or other similar debt instrument; or  (c)any acceptance or documentary credit; or  (d)receivables sold or discounted (otherwise than
on a non-recourse basis) but only to the extent of the recourse to the relevant
Group Company; or  (e)the acquisition cost of any asset to the extent
payable more than 120 days after the time of acquisition or possession by
the person liable as principal obligor for the payment thereof where the
deferred payment does not represent normal trade credit; or  (f)the sale price of any asset to the extent paid
more than 120 days before the time of sale or delivery by the person
liable to effect such sale or delivery where the advance payment does not
represent normal trade credit; or  (g)finance leases (as defined in SSAP21), credit
sale or conditional sale agreements (whether in respect of land, buildings,
plant, machinery, equipment or otherwise) (but excluding, for the avoidance of
doubt, operating leases and the acquisition cost of any asset payable prior to
expiry of 120 days from the date of sale); or  (h)any agreement for managing or hedging currency
and/or interest rate and/or commodity risk whether by way of forward exchange,
collar, swap, forward rate agreement or otherwise to the  9 
   extent that
the relevant contract does not provide for such indebtedness to be netted off
against any payment due thereunder, provided that, where such agreement
provides for such netting to occur, this paragraph (h) shall include only
the net amount of the payment obligation outstanding thereunder after such
netting has occurred; or  (i)amounts raised under any other transaction
having the commercial effect of a borrowing; or  (j)any guarantee, indemnity or other legally
binding obligation in respect of financial loss of any person in respect of any
indebtedness falling within paragraphs (a) to (i) inclusive of this definition,  and so that where the amount of Financial Indebtedness
falls to be calculated:  (a)no amount shall be taken into account more than
once in the same calculation; and  (b)when any amount required to be taken into
account on any particular day is denominated or payable in a currency other
than Sterling, that amount shall be converted into Sterling at the Agents spot
rate of exchange on that day for the purchase of Sterling with such other
currency;  Financial Statements means the 2002
Audited Accounts and the audited and unaudited accounts, management accounts,
balance sheets, profit and loss accounts, budgets and forecasts and other
financial statements and information referred to in or from time to time
delivered to the Agent pursuant to Clause 22.8(d) (Financial Statements) or as
a condition precedent under the Fourth Supplemental Agreement including, in any
such case, the notes (if any) thereto;  Financial Year means the financial year of
the Group ending on or about 31 December in each calendar year;  Financing Agents means the Agent,
Documentation Agent, Security Agent and, where the context permits, the Sole
Bookrunner;  Financing Loan Agreements means the
intra-group loan agreements, in the agreed terms, entered into between (1)
Runecorp as lender and UBF as borrower, (2) UBF as lender and Regentrealm as
borrower and (3) Regentrealm as lender and Finalrealm as borrower;  First Utilisation Date means the first
Utilisation Date for Facility A;  Fourth Supplemental Agreement means the fourth
supplemental agreement to this Agreement dated 9 April 2003 and entered
into between the parties hereto;  French Recapitalisation means the
recapitalisation of United Biscuits France S.A. funded by a capital
contribution by United Biscuits Investments (Netherlands) B.V. in an amount not
exceeding 20,000,000;  Group means the Parent and its
Subsidiaries from time to time and member of the Group or Group
Company
means any one of them;  Guarantee means any guarantee, indemnity
or other legally binding obligation in respect of financial loss given by a
member of the Group in respect of the obligations of another person;  Guarantor means each Group Company
designated as such in Part 2 of Schedule 2 or in the Accession
Document pursuant to which it became a party hereto as an Additional Guarantor;  10 
   Guilder Bondmeans the series of loans
provided by Equity and Law Life Assurance Society Plc and other lenders to U.B.
Finance B.V. totalling in aggregate NLG 15,000,000;  Hazardous Materials means any chemical,
material or substance at any time defined as or included in the definition of
hazardous substances, hazardous wastes, hazardous materials, extremely
hazardous waste, acutely hazardous waste, radioactive waste, biohazardous
waste, pollutant, toxic pollutant, contaminant, restricted hazardous
waste, infectious waste, toxic substances,  or any other term or expression intended to define, list or
classify substances by reason of properties harmful to health, safety, and the
Environment including, without limitation, (a) harmful properties such as
ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive
toxicity, TCLP toxicity or EP toxicity or words of similar import under any
applicable Environmental Laws); (b) any oil, petroleum, petroleum fraction
or petroleum derived substance; (c) any drilling fluids, produced waters
and other wastes associated with the exploration, development or production of
crude oil, natural gas or geothermal resources; (d) any flammable
substances or explosives; (e) any radioactive materials; (f) any
asbestos-containing materials; (g) urea formaldehyde foam insulation;
(h) electrical equipment which contains any oil or dielectric fluid
containing polychlorinated biphenyls; (i) pesticides; and (j) any
other chemical, material or substance, exposure to which is prohibited, limited
or regulated by any governmental authority or which is reasonably likely to
pose a hazard to the health and safety of the owners, occupants or any persons
or to the Environment;  Hedging Documents means agreements entered
into with the Hedging Lenders for the purpose of managing or hedging currency
and/or interest rate risk under the Facilities (other than under an Ancillary
Facility);  Hedging Lender means any Lender or any
Affiliated Lender who enters into any agreement with any of the Obligors for
managing or hedging currency and/or interest rate risk whether by way of
forward exchange, cap, collar, swap, forward rate agreement or otherwise;  Holding Company means, in relation to a
body corporate, any other body corporate of which it is a Subsidiary;  Insurancesmeans the insurances
effected by each Group Company in relation to its respective assets and
business in accordance with Clause 22.2(d) (Insurances);  Insurance Reports means the insurance and
risk management reports in the approved forms;  Intellectual Property means the
Intellectual Property Rights owned by members of the Group throughout the world
and the interests of any member of the Group throughout the world in any
Intellectual Property Rights, together with the benefit of all licences and
agreements entered into or the benefit of which is enjoyed by any member of the
Group relating to the use or exploitation of any Intellectual Property Rights,
including, without limitation, the Material Intellectual Property in all cases
at the date of this Agreement and thereafter;  Intellectual Property Rights means all
patents and patent applications, trade and/or service marks and trade and/or
service mark applications (and all goodwill associated with such applications),
all brand and/or trade names, all copyrights and rights in the nature of
copyright, all design rights, all registered designs and applications for
registered designs, all trade secrets, know-how, confidential information and
all other intellectual property rights of any description whatsoever throughout
the world;  Intercreditor Deed means the agreement, in
the agreed terms, and made between, inter alios, each of the Obligors, the
Agent, the Security Agent, the Lenders, the Hedging Lenders and the Original  11 
   Equity Investors dated 28 April 2000 (as
supplemented, amended and restated from time to time including by the Second
Supplemental Intercreditor Deed);  Interest has the meaning given to it in
Clause 22.11 (Financial Definitions);  Interest Payable has the meaning given to
it in Clause 22.11 (Financial Definitions);  Interest Period means a period by
reference to which interest is calculated and payable on an Advance or overdue
sum and, in the case of a Revolving Facility Advance, the period for which it
is borrowed;  Interest Receivable has the meaning given
to it in Clause 22.11 (Financial Definitions);  Intra-Group Loan Agreement(s) means (i)
the Refinancing Loan Agreements, (ii) the Financing Loan Agreements, (iii) the
loan agreement(s), in the agreed terms, entered into or on about June 2000
by members of the Group for the purposes of assisting the borrowers thereunder
to meet their obligations under the Senior Finance Documents and the Bonds and
(iv) the Equity Loan Agreements;  Intra-Group Loans means loans by one
member of the Group to another member of the Group;  IPO means in respect of any person the
first underwritten public offering of ordinary share capital of such person to
be listed and/or traded on any recognised market investment exchange (as
defined in the Financial Services and Markets Act 2000) or any recognised stock
exchange or recognised market for trading securities in any jurisdiction;  Issuing Lender means any Lender which from
time to time agrees to issue a Letter of Credit or Lender Guarantee for the
account of a Borrower;  Legal Due Diligence Reports means the due
diligence reports in the approved forms;  Lender means:  (a)when designated Facility A, each of the Lenders identified in Schedule 1
(The
Lenders) as participating in Facility A; and  (b)when designated Revolving Facility, each of the Lenders identified in
Schedule 1 (The Lenders) as participating in the Revolving Facility,  and in each case any assignee or transferee to whom
rights and/or obligations are assigned or transferred in accordance with Clause 32
(Changes
to Parties) and includes a successor of any such person
(collectively the Lenders) and Facility A Lenders and Revolving
Facility Lenders shall be construed accordingly;  Lender Guarantee means a guarantee and/or
indemnity issued or to be issued by an Issuing Lender under the Revolving
Facility Tranche B in the form provided for in Part 2 of Schedule 9
or in such other form as may be agreed between the Obligors Agent, the Agent
and an Issuing Lender;  Lending Office means, in relation to a
Lender, the office through which it is acting for the purposes of this
Agreement provided that a Lender may designate different offices as its Lending
Office for the purposes of different Facilities and/or the Ancillary Facilities
by written notice to the Agent;  Letter of Credit means a letter of credit
issued or to be issued by an Issuing Lender hereunder in the form set out in
Part 1 of Schedule 9 or in such other form as may be agreed between
the Obligors Agent, the Agent and the relevant Issuing Lender;  12 
   LIBOR means, in relation to any Advance or
Unpaid Sum denominated in a currency other than Euro for any Interest Period:  (a)the applicable Screen Rate; or  (b)(if no Screen Rate is available for the
currency or Interest Period of that Advance or Unpaid Sum) the arithmetic mean
(rounded upwards to four decimal places) of the rates, as supplied to the Agent
at its request, quoted by the Reference Banks to leading banks in the London
interbank market,  as of 11 a.m. on the Rate Fixing Date for the offering
of deposits in the currency of that Advance or Unpaid Sum and for a period
comparable to that Interest Period of that Advance or Unpaid Sum;  Listing has the meaning given to it in
Clause 14.3 (Mandatory Prepayments on Sale, Change of Control or Listing);  Majority Lenders means, at any time:  (a)if there are no Utilisations then outstanding,
a Lender or Lenders whose undrawn Commitments aggregate more than 662/3%
of the Total Commitments (or, if the Total Commitments have been reduced to
zero, aggregated more than 662/3% of the Total
Commitments immediately prior to the reduction); or  (b)at any other time, a Lender or Lenders whose
participations in the Utilisations then outstanding aggregate more than 662/3%
of the Sterling Amount of all Utilisations then outstanding,  and for this purpose the amount of an Ancillary
Lenders Revolving Facility Commitment shall not be reduced by its Ancillary
Limit;  Mandatory Costs means the cost of
complying with certain regulatory requirements expressed as a percentage rate
per annum calculated by the Agent in accordance with Schedule 13 (Mandatory
Costs Formulae);  Margin means 1.375 per cent. per annum
subject to the provisions in Clause 9.7 (Margin Adjustment);  Market Report means the report in the
approved form prepared by Mitchell Madison in relation to the Business;  Material Adverse Effect means any effect,
event, matter or circumstance:  (a)which in the reasonable opinion of the Majority
Lenders is materially adverse to:  (i)the business, assets, financial condition or
prospects of the Group taken as whole; or  (ii)the ability of any Obligor to perform any of
its payment obligations or its obligations under Clause 22.9 (Financial Covenants)
in accordance with their terms under any of the Senior Finance Documents; or  (b)which results in any of the Senior Finance
Documents not being legal, valid and binding on and, subject to the
Reservations, enforceable against any party thereto and/or in the case of any
Security Documents not providing to the Security Agent security over the assets
expressed to be secured under the Security Documents in each case in a manner
or to an  13 
   extent which
the Majority Banks consider to be materially prejudicial to the interests of
any Finance Party under the Senior Finance Documents;  Material Group Company means the Parent,
Solvecorp, Runecorp, Regentrealm, Deluxestar, Finalrealm, UBF, Burlington Cayman
and any other member of the Group whose gross assets, EBIT or turnover on a
consolidated basis (including those of all of its Subsidiaries) have exceeded,
7% of the total gross assets, Consolidated EBIT or turnover of the Group, in
each case as determined:  (a)by the Agent by reference to the most recently
delivered audited accounts (adjusted to take account of any subsequent
disposals, acquisitions or group reorganisations) delivered to the Agent
pursuant to Clause 22.8(d) (Financial Statements); and  (b)in accordance with Approved Accounting
Principles,  and any Group Company which
becomes a Material Group Company pursuant to Clause 19.6 (Security/Guarantee Coverage);  Material Intellectual Property means the
Intellectual Property which is material to any Material Group Company;  Maturity Date means, in relation to a
Revolving Facility Advance, the last day of its Interest Period;  Merger Agreement means the merger
agreement dated on or about 17 March, 2000 between, Nabisco International,
Inc., the Parent, Deluxestar, Finalrealm and Hillsdown Holdings Limited and the
side letter relating thereto dated 17 March, 2000 as amended and restated on 11
July, 2000, in the agreed terms;  Merger Documents means the Merger
Agreement and the China Share Sale Agreement and any other document ancillary
thereto or entered into in connection therewith, in the agreed terms;  Nabisco Bridge Loans means loans made upon
and subject to the terms of the £75,000,000 bridge facility agreement made
between, inter alios, Runecorp and Deutsche Bank AG London as arranger, the
banks and financial institutions party thereto, as amended, supplemented and/or
restated;  Nabisco Business Group has the meaning
given to such term in the Merger Agreement;  Nabisco Discounted Note Instrument means
the instrument in the agreed terms executed by Deluxestar constituting
£33,096,603,466 dual convertible discounted notes due 2049 and the side letter,
in the agreed terms, relating thereto;  Nabisco Discounted Notes means the Nabisco
Initial Discounted Notes and the Nabisco Further Discounted Notes;  Nabisco Further Documents means the
Nabisco Discounted Note Instrument, the Nabisco Further Discounted Notes and
any other document ancillary thereto or entered into in connection therewith;  Nabisco Further Discounted Notes means the
discounted notes to be issued by Deluxestar pursuant to the Nabisco Discounted
Note Instrument for an amount of not less than £116,800,000;  Nabisco Initial Discounted Notes means the
discounted notes issued by Deluxestar pursuant to the Nabisco Discounted Note
Instrument for an amount of not less than £28,199,980;  14 
   Nabisco Initial Documents means the
Nabisco Discounted Note Instrument, the Nabisco Initial Discounted Notes, the
Nabisco Warrant Documents and any other document ancillary thereto or entered
into in connection therewith;  Nabisco Warrants means the warrants issued
by the Parent pursuant to the Nabisco Warrant Instrument for the amount of not
less than £100;  Nabisco Warrant Documents means the
Nabisco Warrant Instrument, the Nabisco Warrants and any other document
ancillary thereto or entered into in connection therewith;  Nabisco Warrant Instrument means the
warrant instrument dated 25 April 2002 in the agreed terms executed by the
Parent pursuant to which the Nabisco Warrants were issued;  Net Cash Interest Payable has the meaning
given to it in Clause 22.11 (Financial Definitions);  Net Leverage Ratio means the ratio of
Total Net Borrowings to EBITDA (each as defined in Clause 22.11 (Financial
Definitions);  Net Proceeds means the consideration
received by any member or members of the Group in respect of the disposal from
the Group of any Group Company or of all or any part of the business,
undertaking or assets of any member of the Group (including the amount of any
inter company debt of any member of the Group disposed of which is repaid in
connection with that disposal but after deduction of:  (a)all taxes incurred in connection with the
disposal;  (b)all other reasonable costs and expenses
incurred by continuing members of the Group in connection with that disposal;  (c)in the case of a disposal of a Group Company,
where not already reflected in the purchase price, any amount required to
discharge any Permitted Indebtedness, Permitted Guarantee or Permitted Security
Interest owed or given by such Group Company, as the case may be; and  (d)(in the case of the sale by a Group Company
which is not a wholly-owned Subsidiary of its Holding Company) a proportion of
the consideration (after deduction of the amounts referred to in
paragraphs (a)-(c) above) which is equal to the proportion of the issued
share capital of such Group Company that is held by any third party;  New Lender has the meaning given to it in
Clause 32.2 (Assignments and Transfers by Lenders);  Obligors means the Parent, Runecorp,
Solvecorp, Finalrealm and Regentrealm, Deluxestar, UBF, Burlington Cayman, each
other Borrower, each other Guarantor and each other Group Company which has
undertaken (or in the future undertakes) obligations to a Finance Party or
Finance Parties pursuant to one or more Senior Finance Documents and Obligor
means any of them;  Obligors Agent means the Parent appointed
to act on behalf of each Obligor in relation to the Senior Finance Documents
pursuant to Clause 5.4 (Parent as Obligors Agent);  Offer means the recommended Offer made by
NM Rothschild & Sons Limited and Deutsche Bank AG London on behalf of
Finalrealm to purchase the Offer Shares on the terms set out in the Offer
Document (as such offer was amended, supplemented, revised, renewed and waived
from time to time);  15 
   Offer Document means the offer document
posted on 14 January, 2000 (in a form consistent with the Press Release) which
accurately describes the financing of the Offer and together with the Press
Release and the Shareholder Circular (the Offer Documents);  Offer Shares means the ordinary shares of
29 pence each in UB Holdings which are the subject of the Offer (including any
shares issued to any Option Holders);  Operating Budget means, in relation to
each Financial Year of the Parent, a projected balance sheet, projected profit
and loss account and projected cashflow statement for the Group for such
Financial Year delivered to the Agent pursuant to Clause 22.8(d) (Financial
Statements), all of which shall be prepared on a basis consistent
with Approved Accounting Principles and in a format acceptable to the Agent;  Option Holders means each of the persons
who are holders of share options in UB Holdings pursuant to UB Holdings share
option scheme;  Optional Currency means each of Euros and
US Dollars and any other currency approved by the Agent which is freely
transferable and convertible into Sterling and deposits of which are freely
available in the London interbank market (together theOptional Currencies);  Original Audited Accounts means the
audited consolidated financial statements of the Group (including the notes
thereto)  for the Financial Year ended
on or about 2 January, 1999;  Original Equity Investors means (i) funds
managed or advised by Cinven Limited, (ii) funds managed or advised by or
companies managed by PAI Management SAS, (iii) funds managed by BT Capital
Investors Offshore LP, and (iv) Nabisco Inc. and its Affiliates provided
that Nabisco Inc. and its Affiliates shall only be Original Equity Investors
for the purposes of the Change of Control definition in Clause 14.3(c)(i)(A)(1)
and (2) (Mandatory
Prepayments on Sale, Change of Control or Listing) for so long as
Nabisco Inc. has a credit rating from Moodys Investor Services Inc of no less
than Ba2 and a credit rating from Standard & Poors Rating Corporation of
no less than BB and, in addition, the Bonds and any further debt securities
issued to refinance the Bonds which are permitted under Clause 22.6(p) (Issue of
Bonds) have the same or a better rating than Nabisco Inc. had prior
to Nabisco Inc. obtaining control of the Parent;  Other Currency Equivalent means in
relation to any amount which is not denominated in Sterling on the date the
calculation falls to be made, the equivalent in that other currency of the
amount in Sterling as determining by the Agent by reference to the Agents spot
rate of exchange at the relevant time;  Participating Member State means any
member state of the European Communities which has adopted or which adopts the
Euro as its lawful currency in accordance with legislation of the European Community
relating to Economic and Monetary Union;  Permitted Acquisition means the
acquisition of a business (whether by way of shares or assets) (Acquisition
Assets) of any company which is similar or related to that carried
on by any Material Group Company where:  (a)the Net Leverage Ratio is equal to or less than
3.5:1; and  (i)the aggregate of the Acquisition Consideration
in respect of Acquisition Assets is not (A) when aggregated with any other
Acquisition Consideration in any Financial Year, greater than £10,000,000 (or
its Other Currency Equivalent) and (B) when  16 
   aggregated
with any other Acquisition Consideration on or prior to such Financial Year,
greater than £20,000,000 (or its Other Currency Equivalent); or  (ii)the aggregate Acquisition Consideration in
respect of all Acquisition Assets acquired after the Unconditional Date
(excluding acquisitions referred to in (i)) does not exceed £100,000,000 (or
its Other Currency Equivalent) over the term of the Facilities;  and in the case of
(ii) only  (A)either
(1) the proposed Acquisition Assets for the period of the previous four
quarters would have had a positive EBITDA for that period, if EBITDA for the
Acquisition Assets had been tested for such period as if the acquisition and
any related refinancing had taken place at the beginning of such period (and
will have,  positive EBITDA for the next
four quarters) utilising the definition of EBITDA contained in
Clause 22.11 (Financial Definitions)
but with references to Group
being replaced with references to the Acquisition Assets together with any
appropriate adjustments or (2) the Parent has demonstrated to the satisfaction
of the Agent (acting reasonably) that the proposed Acquisition Assets will have
positive EBITDA (utilising the definition in Clause 22.11 (Financial Definitions)) for the period
comprising the next four quarters; and  (B)the
Agent has received and (acting reasonably) approved a pro-forma calculation
demonstrating that (1) had the proposed Acquisition Assets been within the
Group for the previous four quarters there would have been no breach of any
financial covenant as set out in Clause 22.9 (Financial Covenants) during that period and (2) that if the
Acquisition Assets are deemed to be within the Group for the next four quarters
there will be no breach of Clause 22.9 (Financial
Covenants); and  (C)at
least 5 Business Days prior to entering into any such acquisition there
has been provided to the Agent copies of all accountants, environmental and
other reports obtained by any member of the Group in respect of such
Acquisition Assets; and  (D)no
Event of Default or Potential Event of Default will occur as a result of the
proposed acquisition of the Acquisition Assets; or  (b)prior to any such acquisition of Acquisition
Assets, the consent of the Majority Lenders is obtained;  Permitted Guarantee means any Guarantee
falling within the provisions of Clause 22.6(h)(Guarantees);  Permitted Indebtedness means any
indebtedness falling within the provisions of Clauses 22.6(g)(Indebtedness);  Permitted Joint Venture means:  (a)the joint venture in respect of KP Ireland
Limited in which UB Holdings has a 50% holding; and  17 
   (b)any joint venture in which any member of the
Group has an interest provided such interest is held by a limited liability
company (the JV Co) set up
specifically for the purpose of holding such joint venture interest and the
obligations of this JV Co. are not guaranteed or underwritten in any way by any
member of the Group and where the aggregate amount of all investment by Group
Companies in all such joint ventures does not, at any time, exceed £25,000,000;  Permitted Liquidation means:  (a)the liquidation of KP Foods France S.A., KP
Continental SA or any Dormant Company in each case where any liquidation
proceeds are distributed to an Obligor (via an intercompany loan where
required); or  (b)any solvent winding up of a Group Company on
terms approved by the Majority Lenders; or  (c)any solvent winding up of a Group Company whose
assets have been transferred to another Group Company pursuant to a Permitted
Merger;  Permitted Merger means the Portuguese
Merger and any solvent amalgamation, merger, de-merger or consolidation between
Group Companies which does not adversely affect any Security Interest created
by any of the Security Documents or which has been approved by the Majority
Banks;  Permitted Sale and Leaseback means the
sale of a research and development site at High Wycombe and leaseback of part
of such site for fair market value and any other sale and leaseback approved by
the Majority Banks;  Permitted Security Interest means any
Security Interest falling within the provisions of Clause 22.6(e) (Negative
Pledge);  Permitted Transaction means:  (a)any Permitted Liquidation;  (b)any Permitted Merger;  (c)the Spanish Recapitalisation;  (d)the French Recapitalisation; and  (e)any Permitted Sale and Leaseback.  Permitted Treasury Transactions means
forward foreign exchange contracts for hedging currency or commodity exposures
in the ordinary course of trade (and not for speculative purposes) and
transactions entered into in accordance with the Hedging Documents;  Portuguese Acquisition means the
acquisition by United Biscuits Iberia, S.L. of the Portuguese Target, provided
that:  (a)no Event of Default or Potential
Event of Default has occurred and is continuing or will occur in each case as a
result of the implementation and/or completion of such Portuguese Acquisition;  (b)such Portuguese Acquisition is
funded with the proceeds of the 2004 Bonds and is made for a purchase price of
approximately 40,000,000 (excluding transaction costs);  18 
   (c)the Agent receives the following at
completion of such Portuguese Acquisition (provided that with respect to
clauses (c)(i) and (c)(ii), to the extent that Portuguese Security
Documentation would be rendered ineffective, illegal or unenforceable by the
Portuguese Merger, the Agent receives the items specified in such clauses
(c)(i) and (c)(ii) on the date that is the earlier of such Portuguese Merger
and sixty days after the completion of the Portuguese Acquisition):  (i)legal opinions, satisfactory to the
Agent, as to matters of Spanish and Portuguese law and the laws of any other
relevant jurisdiction, as required, in relation to Portuguese Security
Documentation;  (ii)certified copies of the
Constitutional Documents (or a certificate confirming that the Constitutional
Documents delivered pursuant to the Original Senior Facilities Agreement remain
in effect in such form unamended) and corporate authorities for each Group
Company entering into the Portuguese Security Documentation;  (iii)certified copies of the
Constitutional Documents (or a certificate confirming that the Constitutional
Documents delivered pursuant to the Original Senior Facilities Agreement remain
in effect in such form unamended) and corporate authorities for each Group
Company entering into documents relating to such Portuguese Acquisition;  (iv)a certificate confirming that all
conditions precedent to all documentation relating to the Portuguese
Acquisition have been satisfied and/or waived and that the Portuguese
Acquisition has been consummated substantially in accordance with the
acquisition documents and that no amendments, modifications or waivers which
would be prejudicial to the Lenders in any material respect have been made to
the acquisition documents after signing without the prior written consent of
the Agent;  (v)confirmation that all governmental,
shareholder and third party consents, approvals, authorisations, licences,
exemptions, filings, notarisations, registrations and regulatory clearances
necessary to carry out the Portuguese Acquisition have been obtained and all
applicable waiting periods have expired without any actions to affect any
aspect of such Portuguese Acquisition having been taken;  (vi)confirmation of the structure
finally selected for such Portuguese Acquisition, the applicable Spanish thin
capitalisation rules and the structure of the Group post-acquisition; and  (vii)confirmation that the Parent has
carefully considered all the due diligence carried out in connection with such
Portuguese Acquisition and that:  (A)so far as the Parent is aware, after
due and careful consideration, nothing of a factual nature has come to the
Parents attention in the course of such due diligence that should be disclosed
to the Agent where failure to disclose such matter would result in the Agent being
misled in any material respect with respect to such Portuguese Acquisition;  (B)such due diligence has not revealed
any material contingent liabilities of the Portuguese Target that have not been
notified to the Agent;  (C)so far as the Parent is aware, the
level of insurance cover immediately following such Portuguese Acquisition in
respect of the Portuguese Targets assets and business will be sufficient to
ensure compliance with the  19 
   requirements of
Clause 22.2(d) (Insurance) on and immediately following completion of such
Portuguese Acquisition;  (D)so far as the Parent is aware, the
Portuguese Target has no material environmental liabilities and the warranties
referred to in Clause 21.2(l) (Environmental Warranties) will be true and
correct and there will be no breach of the undertakings in Clause 22.3 (Environmental
Undertakings) immediately following completion of such Portuguese
Acquisition;  (E)so far as the Parent is aware, there
is no material litigation, arbitration, administrative, regulatory or similar
proceeding which is current, pending or threatened against the Portuguese
Target and the warranty referred to in Clause 21.2(r) (Litigation) will be true and
correct on and immediately following completion of such Portuguese Acquisition;  (F)the Portuguese Target has no
material tax liabilities which have not been disclosed to the Agent and which
have not been fully indemnified by the vendor of the Portuguese Target in the
acquisition documentation;  (G)the projections and forecasts
contained in the base case analysis of the Group business post-acquisition (the
Base
Case) are based upon assumptions which the Parent has carefully
considered and considers to be fair and reasonable;  (H)so far as the Parent is aware, the
Base Case is not misleading in any material respect and does not omit to
disclose any matter where failure to disclose such matter would result in the
Base Case being misleading in any material respect; and  (I)so far as the Parent is aware,
nothing has occurred or come to light since the date as at which the Base Case
was prepared which renders any part of the Base Case inaccurate or misleading
in any material respect;  Portuguese Escrow Agreement means the
escrow agreement creating an escrow account, dated 20 February 2004, among
Nutrinveste-Sociedade Gestora de Particpações Sociais, S.A., United Biscuits
Iberia, S.L., United Biscuits (Holdings) Limited and Deutsche Bank (Portugal),
S.A. as escrow agent;  Portuguese Merger means the merger between
United Biscuits Iberia Limitada and the Portuguese Target which is intended to
take place if the Portuguese Acquisition occurs;  Portuguese Refinancing Capital Contribution
means the capital contribution made to the Portuguese Target by United Biscuits
Iberia, S.L. to refinance any Financial Indebtedness in the Portuguese Target
at the date of the Portuguese Acquisition;  Portuguese Security Documentation means
the Accession Deed and the Security Document pursuant to Clauses 19.7 (Portuguese
Guarantee) and 20.5 (Portuguese Security), respectively;  Portuguese Share Purchase Agreement means
the sale and purchase agreement between Nutrinveste  Sociedade Gestora de
Participacoes Socias, S.A., United Biscuits Iberia S.L and United Biscuits
(Holdings) Limited, dated 20 February 2004, providing for the purchase of
the entire issued share capital of the Portuguese Target;  20 
   Portuguese Supplementary Capital Contribution
means the supplementary capital contribution of up to 8,000,000 made to the
Portuguese Target by United Biscuits Iberia, S.L.;  Portuguese Target means Triunfo-Produtos
Alimentares, S.A.;  Potential Event of Default means any event
which with the giving of notice or the lapse of time, in each case pursuant to
Clause 23 (Events of Default), would constitute an Event of Default;  Press Release means the press release made
by or on behalf of Finalrealm on 17 December 1999 announcing the terms of
the Offer;  Proposed Tax Restructuring means the tax
structuring detailed in Schedule 15;  Qualifying Person has the meaning given to
it in Clause 16.1 (Tax Definitions);  Rate Fixing Date means, in relation to any
period for which an interest rate is to be determined:  (a)for an Advance or Unpaid Sum denominated in
Sterling, the first day of that period;  (b)for an Advance or Unpaid Sum denominated in
Euro, two TARGET Days before the first day of that period; or  (c)for an Advance or Unpaid Sum denominated in any
currency (other than Euro or Sterling), two Business Days before the first day
of that period,  unless market practice differs in the Relevant
Interbank Market for a currency, in which case the Rate Fixing Date for that
currency will be determined by the Agent in accordance with market practice for
that currency in the Relevant Interbank Market (and if quotations would
normally be given by leading banks in the Relevant Interbank Market on more
than one day, the Rate Fixing Date will be the last of those days);  Reference Bank means, subject to
Clause 32.13 (Reference Banks) the principal London
office of Deutsche Bank AG London and such other financial institutions as may
be agreed between the Parent and the Agent (acting reasonably);  Refinancing Loan Agreements means the
intra-group loan agreements, in the agreed terms, to be entered into by (i)
Finalrealm (as lender) and UB Holdings (as borrower), (ii) UB Holdings (as
lender) and members of the UB Holdings Group (as borrowers), (iii) by any
Subsidiary of UB Holdings as lender and any other Subsidiary of UB Holdings as
borrower which has existing Financial Indebtedness as at the Unconditional Date
in each case for the purposes of, or in connection with, refinancing of
Financial Indebtedness of the UB Holdings Group (existing as at the
Unconditional Date or increased by Interest accruing from such date) but
excluding the provision of working capital to such borrowers;  Refinancing Loans means an Intra-Group
Loan made pursuant to the Refinancing Loan Agreements;  Release means any release, spill,
emission, leaking, pumping, pouring, injection, escaping, deposit, disposal,
discharge, dispersal, dumping, leaching or migration of Hazardous Materials
into the Environment (including, without limitation, the abandonment or
disposal of any barrels, containers or other closed receptacles containing any
Hazardous Materials), including the movement of any Hazardous Material through
the air, soil, surface water, or groundwater;  21 
   Relevant Interbank Market means, in
relation to the Euro, the European Interbank Market and, in relation to any
other currency, the London interbank market;  Repayment Dates means the repayment dates
specified in Clause 13 (Repayment of Advances) and Repayment
Date shall be construed accordingly;  Reports means the Accountants Report, the
Insurance Report, the Environmental Report, the Legal Due Diligence Report and
the Market Report as may be updated and approved by the Agent from time to time
and any other report which may be prepared pursuant to this Agreement and Report
means any of them;  Reservations means the principle that
equitable remedies are remedies which may be granted or refused at the
discretion of the court, the limitation or enforcement by laws relating to
bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria,
administration and other laws generally affecting the rights of creditors, the
time barring of claims under the Limitation Acts and similar principles and any
legal (but not factual) qualifications as to enforceability contained in the
legal opinions delivered as a condition precedent to the availability of the
Facilities or pursuant to Clause 19.4 (Accession Formalities);  Restructuring Costsmeans the costs incurred by
the Group in relation to any reorganisation, restructuring or cost cutting
measures;  Revolving Facility means the revolving
credit facility which is divided into Revolving Facility Tranche A and
Revolving Facility Tranche B (each a Revolving Tranche);  Revolving Facility Advance means the
principal amount of each Advance made or to be made under the Revolving
Facility as from time to time reduced by repayment or prepayment;  Revolving Facility Available Commitment
means, in relation to a Revolving Facility Lender, its Revolving Facility
Commitment less:  (a)the aggregate Sterling Amount of its
participation in any outstanding Revolving Facility Advances and the aggregate
Contingent Liability of that Revolving Facility Lender in relation to all
Letters of Credit or Lender Guarantees under the Revolving Facility then in
issue; and  (b)in relation to any proposed Utilisation, the
aggregate Sterling Amount of its participation in any Revolving Facility
Advances that are due to be made on or before the proposed Utilisation Date  less that Lenders participation in any Utilisations
of the Revolving Facility that are due to be repaid or prepaid on or before the
proposed Utilisation Date;  Revolving Facility Borrower means a
Borrower under the Revolving Facility;  Revolving Facility Tranche A means the
tranche of the Revolving Facility referred to in Clause 2.1(b)(i) (Facilities);  Revolving Facility Tranche A Advance means
the Revolving Facility Advance made or to be made to the Revolving Facility
Tranche A Borrower under the Revolving Facility Tranche A;  Revolving Facility Tranche A Borrower
means Regentrealm;  Revolving Facility Tranche B means the
tranche of the Revolving Facility referred to in Clause 2.1(b)(ii) (Facilities);  22 
   Revolving Facility Tranche B Advance means
a Revolving Facility Advance made or to be made to the Revolving Facility
Tranche B Borrower under the Revolving Facility Tranche B;  Revolving Facility Tranche B Borrower
means a Borrower under the Revolving Facility Tranche B;  Rollover Advance means one or more
Revolving Facility Advances:  (a)made or to be made on the same day that a
maturing Revolving Facility Advance under the same Revolving Tranche is due to
be repaid;  (b)the aggregate amount of which is equal to or
less than the relevant maturing Revolving Facility Advance;  (c)in the same currency as the relevant maturing
Revolving Facility Advance (unless it arose as a result of the operation of
Clause 12.2 (Unavailability of Currencies)); and  (d)made or to be made to a Borrower for the
purpose of refinancing a maturing Revolving Facility Advance borrowed by that
Borrower under the same Revolving Tranche;  Runecorp means Runecorp Limited, a company
incorporated in England and Wales and registered under company
number 3876056 having its registered office at Hayes Park, Hayes End Road,
Hayes, Middlesex, UB4 8EE;  Sale has the meaning given to it in Clause
14.3 (Mandatory
Prepayments on Sale, Change of Control or Listing);  Screen Rate means:  (a)in relation to LIBOR, the British Bankers
Association Interest Settlement Rate for the relevant currency and Interest
Period; and  (b)in relation to EURIBOR, the percentage rate per
annum determined by the Banking Federation of the European Union for the
relevant Interest Period;  displayed on the appropriate page of the Telerate
screen.  If the agreed page is replaced
or service ceases to be available, the Agent may specify another page or
service displaying the appropriate rate after consultation with the Obligors
Agent and the Lenders;  Second Supplemental Intercreditor Deed
means the deed dated on or around the 2004 Effective Date, made between, inter
alios, each of the Obligors, the Agent, the Security Agent, and the Original
Equity Investors, supplementing, amending and restating the Intercreditor Deed;  Secured Parties means the Finance Parties;  Security Agent means Deutsche Bank AG
London as agent and trustee for the Finance Parties under the Security
Documents or such other person as may from time to time hold the whole or any
part of the security created thereby;  Security Documents means the documents
listed in Schedule 14 (Security Documents) and any other document
providing for a guarantee or evidencing or creating a Security Interest in
favour of any Finance Party in respect of the obligations of any of the
Obligors under the Senior Finance Documents;  23 
   Security/Guarantee Principles means the
principles that the granting and extent of any guarantees and Security
Interests (other than over shares except in relation to (a) below) required
from each Obligor in a jurisdiction other than England and Wales or Scotland in
support of their obligations under the Senior Finance Documents will be subject
to the following general considerations:  (a)limitations may be imposed or may arise on (i)
the availability and extent of such guarantees and Security Interests by reason
of applicable law, directors fiduciary duties or other similar duties or (ii)
on the extent of such guarantees and Security Interests in order to ensure that
directors are not exposed to personal liability to contribute towards the
indebtedness to which the same relate;  (b)the cost to the relevant Obligor of providing
such guarantees and Security Interests shall not in the opinion of the Agent
(as defined in the relevant Senior Finance Document) (acting reasonably) be
disproportionate to the benefit obtained by the beneficiaries of such
guarantees and Security Interests therefrom; and  (c)in the case of the grant of Security Interests
only, the administrative burden which such Security Interests may place on the
relevant Obligor shall not in the reasonable opinion of the Agent be
disproportionate to the benefit obtained by the beneficiaries of such Security
Interests therefrom;  Security Interest means any mortgage,
charge (fixed or floating), standard security, pledge, lien, hypothecation, right
of set-off, assignment by way of security, or any other security interest
whatsoever, howsoever created or arising or any other agreement or arrangement
having the commercial effect of conferring security;  Senior Finance Documents means this Agreement,
the Ancillary Documents, the Security Documents, the Hedging Documents, the
Intercreditor Deed, each Accession Document, each Transfer Certificate, each
Letter of Credit and/or Lender Guarantee, the Fees Letter, all supplemental and
amendment agreements to any of the foregoing and any other document designated
as such by the Agent and the Parent;  Shareholders Agreement means the
shareholders agreement, in the agreed terms, between, inter alios, Nabisco
International, Inc., Deutsche Bank AG London and the Parent;  Spanish Recapitalisation means the
recapitalisation of Galletas United Biscuits S.A. Sociedad Unipersonal required
to comply with Spanish law funded by a capital contribution by United Biscuits
Iberia S.L. Sociedad Unipersonal;  Specified Agreements means the Merger
Agreement, the China Share Sale Agreement, the Combination Agreement, the
Nabisco Discounted Notes, the Nabisco Warrants and the Constitutional Documents
of Bladeland Holdings;  Solvecorp means Solvecorp Limited, a
company incorporated under the laws of England and Wales and registered under
number 3876059 having its registered office at Hayes Park, Hayes End Road,
Hayes, Middlesex, UB4 8EE;  Sterling or£ means the lawful currency
for the time being of the United Kingdom of Great Britain and Northern Ireland;  24 
   Sterling Amount means, in relation to a
Utilisation:  (a)if the Utilisation is denominated in Sterling,
the amount specified in the Utilisation Request delivered by a Borrower for
that Utilisation; or  (b)if the Utilisation is denominated in an
Optional Currency, the amount of the Utilisation requested converted into
Sterling at the Agents spot rate of exchange on the date which is three
Business Days before the Utilisation Date or, if later, the date on which the
Agent receives the Utilisation Request or in the case of the reference to
Sterling Amount in Clause 2.1(a) (Facilities), the date which is two
Business Days before the 2003 Effective Date; or  (c)if the Utilisation comprises the issue of a
Letter of Credit or Lender Guarantee denominated in an Optional Currency, the
amount specified in the relevant Utilisation Request converted into Sterling at
the Agents spot rate of exchange one Business Day before the relevant
Utilisation Date, as recalculated from time to time in accordance with this
Agreement,  adjusted to reflect (in the case of an Advance) any
repayment, prepayment, consolidation or division of that Advance;  Sterling Bond means the £150,000,000
6.375% Guaranteed Bonds Due 2009 of UB Investments PLC;  Subsidiary means:  (a)a subsidiary as defined in Section 736 of
the Companies Act 1985; and  (b)for the purposes of Clause 22.8 (Information
and Accounting Undertakings) and Clause 22.11 (Financial
Definitions) only, a subsidiary undertaking as defined in
Section 258 of the Companies Act 1985;  provided that any reference to a Subsidiary of a Group
Company shall be deemed to exclude any Subsidiary being a Danone Company;  Syndication means the initial syndication
of the Facilities in 2000;  Syndication Information Memorandum means
the information memorandum prepared by the Agent in the agreed terms relating
to the Group for the purpose of initial syndication in 2000;  TARGET means Trans-European Automated
Real-time Gross Settlement Express Transfer payment system;  TARGET Day means any day on which TARGET
is open for the settlement of payments in Euro;  Tax Credit has the meaning given to that
expression in Clause 16.1 (Tax Definitions);  Tax Deduction has the meaning given to it
in Clause 16.1 (Tax Definitions);  Tax means any tax, levy, impost, duty or
other charge or withholding of a similar nature (including any penalty or
interest payable in connection with any failure to pay or any delay in paying
any of the same) whatsoever and wheresoever imposed, levied, collected,
withheld or assessed;  Taxes Act means the Income and Corporation
Taxes Act 1988;  Total Ancillary Limits means, at any time,
the aggregate of the Ancillary Limits at that time;  25 
   Total Ancillary Outstandings means, at any
time, the aggregate of all Ancillary Outstandings at that time;  Total Borrowings has the meaning given to
it in Clause 22.11 (Financial Definitions);  Total Net Borrowings has the meaning given
to it in Clause 22.11 (Financial Definitions);  Total Commitments means, at any time, the
aggregate of all the Commitments at that time;  Total Contingent Liabilities means, at any
time, the aggregate of the Contingent Liabilities at that time;  Total Facility A Commitments means, at any
time, the aggregate of the Facility A Commitments at that time;  Total Revolving Facility Available Commitments
means, at any time, the aggregate of the Revolving Facility Available
Commitments at that time;  Total Revolving Facility Commitments
means, at any time, the aggregate of the Revolving Facility Commitments at that
time;  Transaction Costsmeans all fees, costs and
expenses and stamp, registration, notarial and similar taxes incurred by the
Parent, Solvecorp, Runecorp, Finalrealm, Deluxestar, Regentrealm and/or UBF in
connection with the Offer and its financing;  Transaction Documents means the Senior
Finance Documents, the Equity Documents, the Offer Documents, the Intra-Group
Loan Agreements, the Nabisco Further Documents, the Merger Documents, the
Danone Documents and the Chase Documents;  Transfer Certificate means a certificate
in the form set out in Schedule 5 (Transfer Certificate);  UBF means United Biscuits Finance PLC a
company incorporated in England and Wales with registered number 3945313
having its registered office at Hayes Park, Hayes End Road, Hayes, Middlesex
UB4 8EE and formerly known as Dreadstar PLC;  UB Holdings means United Biscuits
(Holdings) Limited;  UB Holdings Group means UB Holdings and
all of its Subsidiaries and UB Holdings Group Company means any of
them;  UK GAAP means accounting principles,
standards and practices as are generally accepted in the United Kingdom and
approved by the relevant local institute, accounting standards board or other
applicable authority;  Unconditional Date means the date on which
the Offer is declared or becomes unconditional in all respects;  Unpaid Sum means any sum which is due and
payable but unpaid by an Obligor under a Senior Finance Document;  USA means the United States of America or
any of its states or territories and the District of Columbia;  US$ or US Dollars means the lawful
currency for the time being of the USA;  26 
   Utilisation means a utilisation of any of
the Facilities;  Utilisation Date means, in relation to a
Utilisation, the date for the making of such Utilisation as specified by the
relevant Borrower in the relevant Utilisation Request;  Utilisation Request means a notice
requesting an Advance or issue of a Letter of Credit or Lender Guarantee in the
form set out in Part 1 or Part 2 of Schedule 4 (Form of
Utilisation Request) as appropriate;  VAT means value added tax as provided in
the Value Added Tax Act 1994 and any other Tax of a similar nature;  2002 Audited Accounts means the audited
consolidated accounts of United Biscuits Group (Investments) Limited for the
Financial Year ended on 28 December 2002;  2003 Agreed Projections means the document
in the agreed terms entitled UB Consolidated Projections dated on or about
the date of the Fourth Supplemental Agreement;  2003 Closing Account means an account or
accounts with the Agent opened for the purposes of collection of cash funds on
the 2003 Effective Date;  2003 Closing Costs means the costs and
expenses (including notarial, legal and accounting costs) arising in connection
with the 2003 Closing Restructuring;  2003 Closing Funds Flow means the funds
flow in the agreed terms delivered by the Parent to the Agent prior to the date
of the Fourth Supplemental Agreement;  2003 Closing Information Package means the
2003 Agreed Projections and, once agreed by the Parent, the 2003 Syndication
Information Memorandum;  2003 Closing Restructuring means the
restructuring arrangements contemplated by the Fourth Supplemental Agreement
and the 2003 Structure Document;  2003 Effective Date means the Effective
Date as defined in the Fourth Supplemental Agreement;  2003 Structure Document means the document
in the agreed terms containing diagrams of the Group, details of any minority
shareholdings in any member of the Group, details of all interests and
participations of any member of the Group in any company, joint venture or
partnership and details of all Dormant Companies;  2003 Syndication has the meaning given to
it in Clause 3.4(a) (Syndication);  2003 Syndication Information Memorandum
means the information memorandum in the form approved by the Obligors Agent
concerning the Group and the business, trading, prospects, financial condition,
assets and liabilities of the Group prepared or be prepared by the Arranger on
behalf of the Parent for distribution to selected financial institutions in
connection with the 2003 Syndication;  2004 Agreed Projections means the model
provided by the Parent to the Agent with respect to the 2004 Transaction on or
about the 2004 Closing Date;  2004 Bonds means the £45,000,000 103/4%
senior subordinated notes due 2011 and the 32,500,000 105/2%
senior subordinated notes due 2011 issued by UBF on 16 February 2004;  27 
   2004 Closing Date means the closing date
of the offering of the 2004 Bonds, being 16 February 2004;  2004 Effective Date means the Effective
Date as defined in the Fifth Supplemental Agreement;  2004 Prepayment means the prepayment of
outstanding Advances under Facility A in the amount of £40,000,000, from part
of the proceeds of the offering by UBF of the 2004 Bonds;  2004 Prepayment Date means the date on
which the 2004 Prepayment is made being 18 February, 2004;  2004 Transaction means, inter alios, the
offering of the 2004 Bonds, the execution and delivery of the Fifth
Supplemental Agreement and the Second Supplemental Intercreditor Deed, the
Portuguese Acquisition and such other matters related to the foregoing;  2004 Transaction Costs means the costs and
expenses (including notarial, legal and accounting costs) arising in connection
with the 2004 Transaction;  1.2Interpretation: 
The memorandum entitled Historic Provisions in the agreed terms
contains definitions relevant to certain historic provisions of the Senior
Finance Documents.  In this Agreement,
unless the context otherwise requires, a reference to:  (a)a document being in the agreed terms means in a form agreed between the
Obligors Agent and the Agent (acting on the instructions of the Majority
Banks) and initialled by them or on their behalf for the purposes of
identification;  (b)a Report being in the approved form means a Report, the scope
and content of which has been approved by the Original Lenders, which is
addressed to the Agent for itself and as trustee for the other Finance Parties
from time to time or to the Agent, the Security Agent and the other Finance
Parties and their successors and assigns, and, in either case, which has been
duly signed by the author thereof;  (c)assets  includes property (both tangible and
intangible) and rights of every kind, present, future and contingent (including
uncalled share capital) and every kind of interest in an asset;  (d)the date
hereof means the date of this Agreement;  (e)a guarantee
includes:  (i)an indemnity; and  (ii)any other obligation (whatever called) of any
person:  (A)to pay,
purchase, provide funds (whether by the advance of money, the purchase of or
subscription for shares or other investments, the purchase of assets or
services, the making of payments under an agreement or otherwise) for the
payment of, indemnify against the consequences of default in the payment of, or
otherwise be responsible for, any indebtedness of any other person; or  (B)to be
responsible for the performance of any obligations, or the solvency, of any other
person,  (and guaranteed and guarantor shall be construed
accordingly);  28 
   (f)indebtedness  includes any obligation (whether incurred as
principal, guarantor or as surety) for the payment or repayment of money,
whether present or future, actual or contingent;  (g)a month
means a period starting on one day in a calendar month and ending on the
numerically corresponding day in the next calendar month provided that if:  (i)any such period would otherwise end on a day
which is not a Business Day, it shall end on the next Business Day in the same
calendar month or, if none, on the preceding Business Day; and  (ii)a period starts on the last Business Day in a
calendar month or if there is no numerically corresponding day in the month in
which that period ends, that period shall end on the last Business Day in that
later month,  (and references to months shall be construed
accordingly);  (h)an amount outstanding
at any time under or in relation to any Contingent Liability is the maximum
amount that may be demanded in respect thereof at such time in accordance with
the terms thereof less:  (i)the aggregate amount of cash cover held by the
relevant Issuing Lender in relation thereto at such time; and  (ii)subject to any express provisions therein which
account for the same, the aggregate of all payments made by an Issuing Lender
pursuant to demands made thereunder on or prior to such time (save to the
extent that the Issuing Lender has not been reimbursed in respect of the same);  (i)a person
includes any person, individual, firm, company, corporation, government, state
or agency of a state or any undertaking (within the meaning of
Section 259(1) of the Companies Act 1985) or other association (whether or
not having separate legal personality) or any two or more of the foregoing;  (j)repayment
includes prepayment and its
grammatical variations and cognate expressions shall be construed accordingly;  (k)unremedied
means not remedied to the reasonable satisfaction of the Agent (acting on the
instructions of the Majority Lenders acting reasonably) and unwaived means not expressly waived in
writing by the Agent (acting on the instructions of the Majority Lenders);  (l)winding-up
of any person includes its dissolution and/or termination and/or any equivalent
or analogous proceedings under the law of any jurisdiction in which the person
concerned is incorporated, registered, established or carries on business or to
which that person is subject.  1.3Further interpretation
provisions: save
where a contrary intention appears, in this Agreement:  (i)a reference to a Finance Party, an Obligor, a
Reference Bank or other person is, where relevant, deemed to be a reference to
or to include, as appropriate, their respective successors or assigns;  (ii)references to Clauses and Schedules are
references to, respectively, clauses of and schedules to this Agreement
and references to this Agreement include its Schedules;  29 
   (iii)a reference to (or to any specified provision
of) any agreement, deed or other instrument (including the Senior Finance
Documents) is to be construed as a reference to that agreement, deed or other
instrument or that provision as it may have been or hereafter be, from time to
time, amended, varied (including without limitation any new or increased
facilities), supplemented, restated, novated or replaced subject to any
restriction on such changes contained herein or in the Intercreditor Deed;  (iv)a reference to a statute or statutory
instrument or accounting standard or any provision thereof is to be construed
as a reference to that statute or statutory instrument or accounting standard
or such provision thereof as the same may have been, or may from time to time
hereafter be, amended or re-enacted;  (v)a time of day is a reference to London, England
time;  (vi)the index to and the headings in this Agreement
are inserted for convenience only and are to be ignored in construing this
Agreement;  (vii)words importing the plural shall include the
singular and vice versa;  (viii)this Agreement is entered into with the benefit
of, and subject to, the terms of the Intercreditor Deed; and  (ix)a representation or warranty qualified by
reference to awareness or knowledge will be deemed qualified only by the actual
awareness or knowledge of the person making such representation.  1.4Cash Cover: 
Whenever a Borrower is obliged under the terms of this Agreement:  (a)to repay or prepay any Contingent Liability or
provide cash cover in respect of any Contingent Liability that Borrower shall
on the date for such repayment or prepayment or provision of such cash cover:  (i)by agreement with the relevant Beneficiary
reduce such Contingent Liability by the relevant amount; or  (ii)pay the relevant amount to the Issuing Lender
whose Contingent Liability is to be cash covered; or  (b)to repay or prepay any contingent liability
arising under the Ancillary Facilities; it shall do so in accordance with
paragraph (a) above or as otherwise specified in the relevant Ancillary
Facility Letter.  2.THE FACILITIES  2.1Facilities: 
On the terms and subject to the conditions of this Agreement:  (a)the Facility A Lenders agreed to make available
to the Facility A Borrowers a term loan facility in the maximum aggregate
principal Sterling Amount for all Facility A Borrowers not exceeding
£250,000,000, which was available for drawing during the relevant Availability
Period by way of Advances upon delivery of a Utilisation Request to the Agent
by the Obligors Agent in accordance with Clause 6 (Utilisation Procedures).  On the 2003 Effective Date Facility A
Utilisations comprise:  30 
   (i)an Advance in Euros of Euro 20,000,000; and  (ii)an Advance in Sterling having a principal
Sterling Amount of an amount equal to the difference between (A) £250,000,000
and (B) the Sterling Amount of Euro 20,000,000; and  (b)           (i)the Revolving Facility Lenders
agreed to make available to the Revolving Facility Tranche A Borrower a tranche
of a revolving credit facility in a maximum aggregate principal amount not
exceeding £184,000,000 which was available for drawing by way of cash advances
in Sterling during the relevant Availability Period.  On the 2003 Effective Date Revolving Facility Tranche A Advances
comprised a Revolving Facility A Advance of £184,000,000;  (ii)the Revolving Facility Lenders agree to make
available to the Revolving Facility Tranche B Borrowers a tranche of a
revolving credit facility in a maximum aggregate principal amount not exceeding
the Total Revolving Facility Available Commitments, which shall be available
for drawing in Sterling and Optional Currencies during the Availability Period
for the Revolving Facility Tranche B by way of cash advances and the issue of
Letters of Credit and Lender Guarantees (and, as part of the Revolving
Facility, Ancillary Facilities of up to £35,000,000) upon delivery of a
Utilisation Request to the Agent by the Obligors Agent from time to time in
accordance with Clause 6 (Utilisation Procedures); and  (iii)the Total Revolving Facility Commitments on the
2003 Effective Date are £225,000,000.  2.2Purpose:  (a)The proceeds of Facility A Advances and
Revolving Facility Tranche A Advances were applied, subject to
Clause 2.2(c) below:  (i)in part financing or refinancing directly
and indirectly the consideration payable for the purchase of shares in UB
Holdings, the Transaction Costs and the Restructuring Costs;  (ii)in part refinancing certain existing
Financial Indebtedness and the Bond Bridge Loans and associated costs;  (iii)in prepaying certain amounts under the Danone
Bridge Loans and Nabisco Bridge Loans and in paying the Outstanding Balance (as
defined in the Danone Credit Support Agreement).  (b)The proceeds of Revolving Facility Tranche B
Advances and each Letter of Credit and Lender Guarantee issued under the
Revolving Facility Tranche B and the Ancillary Facilities shall be used for the
general corporate purposes of the Group but shall not be used for the purposes
referred to in Clause 2.2(a) or to repay or pay any principal or interest or
any other amount due under the Revolving Facility Tranche A Advances.  (c)No Finance Party shall be obliged to enquire as
to the use or application of amounts raised under the Senior Finance Documents.  31 
   3.PARTICIPATION OF LENDERS  3.1Basis of participation:  (a)Subject to the other provisions of this
Agreement, each Facility A Lender will participate in each Facility A Advance
in the proportion which its aggregate Facility A Commitments bears to the Total
Facility A Commitments as at the relevant Utilisation Date.  (b)Subject to the other provisions of this
Agreement, each Revolving Facility Lender will participate in each Revolving
Facility Advance in the proportion which its Revolving Facility Commitment
bears to the Total Revolving Facility Commitments as at the relevant
Utilisation Date (the amount of each Ancillary Lenders Revolving Facility
Commitment being reduced to take account of the amount of its Ancillary Limit
at such time and the Total Revolving Facility Commitments being reduced to take
account of the Total Ancillary Limits at such time).  (c)Subject to the other provisions of this
Agreement, each Revolving Facility Lender will participate (by way of indemnity
in favour of the Issuing Lender pursuant to Clause 8.4(b) (Indemnity))
in each Lender Guarantee and Letter of Credit in the proportion which its
Revolving Facility Commitment bears to the Total Revolving Facility Commitments
as at the relevant Utilisation Date (the amount of each Ancillary Lenders
Revolving Facility Commitment being reduced to take account of the amount of
its Ancillary Limit at such time and the Total Revolving Facility Commitments
being reduced to take account of the Total Ancillary Limits at such time).  (d)The Revolving Facility Commitment of each
Ancillary Lender shall be reduced pro tanto by the amount of its Ancillary
Limit but shall automatically increase pro tanto upon such Ancillary Limit
being reduced, cancelled or terminated.  3.2Lending Office:  (a)Each Lender will participate in each
Utilisation through its Lending Office.  (b)If a Lender changes its Lending Office or designates
a different Lending Office from its current Lending Office for the purposes of
a particular Facility, that Lender will notify the Agent and the Obligors
Agent promptly of such change and, until it does so, the Agent and the
Obligors Agent will be entitled to assume that no such change or designation
has taken place.  (c)(i)The obligations of each Lender
(including, for the avoidance of doubt, any Issuing Lender) in respect of each
Utilisation to be made available by it under this Agreement may be discharged
by such Lender nominating in this Agreement or in the Transfer Certificate
pursuant to which it becomes party to this Agreement or in writing to the Agent
and the Parent, an Affiliated Lender as being the lender of, or indemnitor
under, one or more Utilisations, or by such Affiliated Lender executing this
Agreement in such capacity, for the purposes of (a) mitigating any obligation
to deduct withholding tax from any payment to such Lender pursuant to
Clause 16 (Taxes) or (b) mitigating any payment obligation which might
otherwise arise pursuant to Clause 17 (Change in Circumstances).  Such Affiliated Lender may lend or otherwise
make available the amount or financial accommodation which such Lender is
obliged to lend or so make available in accordance with and subject to the
terms of this Agreement.  Any financial
accommodation made available by an Affiliated Lender shall be due for repayment
to it or reduction in accordance with the terms of this Agreement as though it
had been made available by the Lender to whom the Affiliated Lender who made
such financial accommodation available is affiliated (the Appointing Lender).  Such Affiliated Lender shall be entitled to
the extent of its participation by virtue of such Utilisation to all the rights
and benefits of  32 
   this Agreement
and the other Senior Finance Documents including, without limitation,
Clause 16 (Taxes) and Clause 17 (Change in Circumstances)
provided that such rights and benefits shall be exercised on its behalf by its
Appointing Lender save where law or regulation requires the Affiliated Lender
to do so. Each Appointing Lender shall remain liable and responsible for the
performance of all obligations assumed by the Affiliated Lender on its behalf
and non-performance of an Appointing Lenders obligations by its Affiliated
Lender shall not relieve such Appointing Lender from its obligations under this
Agreement.  (ii)If any Lender nominates an Affiliated Lender
for the purposes of Clause 3.2(c) and that nomination would (but for this
Clause 3.2(c)(ii) and as a result of laws or regulations in force or known
to be coming into force at that time) result on the occasion of any subsequent
payment to that Affiliated Lender in any amount being required to be paid by an
Obligor under Clause 16 (Taxes) or Clause 17.1 (Increased
Costs), that Obligor shall not be liable to pay any such amount in
excess of the amount it would have been obliged to pay if that Lender had not
nominated its Affiliated Lender to participate in the Facilities as above.  Each Lender shall notify the Agent and the
Parent of the tax jurisdiction from which its Affiliated Lender will
participate in the relevant Utilisations.  (i)Any notice or communication to be made to an Affiliated
Lender pursuant to Clause 28 (Notices) shall be deemed to be served if
delivered to the Lending Office of the relevant Appointing Lender provided that
any such notice or communication may be served directly upon the Affiliated
Lender to the extent required to mitigate any obligation to deduct withholding
tax from any payment to such Lender pursuant to Clause 16 (Taxes)
or any payment obligation which might otherwise arise pursuant to
Clause 17 (Change in Circumstances).  3.3Rights and Obligations of
Finance Parties:  (a)The rights and obligations of each of the
Lenders and other Finance Parties under the Senior Finance Documents are
several.  Failure of a Lender or other
Finance Party to observe and perform its respective obligations under any Senior
Finance Document shall neither:  (i)result in any other Finance Party incurring any
liability whatsoever; nor  (ii)relieve the Obligors Agent, the Borrowers, any
other Obligor or any other Finance Party from their respective obligations
under the Senior Finance Documents.  (b)Notwithstanding any other provision of any
Senior Finance Document, the interests of each Finance Party are several and
the total amounts outstanding at any time under the Senior Finance Documents
and due to each Finance Party constitute separate and independent debts.  3.4Syndication:  (a)The parties confirm that the Facilities are
being made available by the relevant Lenders on the 2003 Effective Date with
the intention (but not the obligation) that the Sole Book Runner (in consultation
with the Arranger) should co-ordinate syndication of the Facilities (2003 Syndication).  The Sole Book Runner agrees that the Parent
shall be consulted in connection with 2003 Syndication.  (b)Prior to the close of general syndication following
the 2003 Effective Date as determined by the Agent (acting reasonably), no
Lender may assign or transfer, or deliver a Transfer  33 
   Certificate,
in respect of all or any part of its rights or obligations under this Agreement
or any other Senior Finance Document without the prior consent of the Sole Book
Runner.  (c)The Parent undertakes to assist and co-operate
with the Sole Book Runner in the 2003 Syndication in such manner and to such
extent as the Sole Book Runner may from time to time reasonably request,
including, without limitation, by:  (i)assisting in the preparation of and reviewing
the 2003 Syndication Information Memorandum in relation to the Group and the
business, trading, prospects, financial condition, assets and liabilities of
the Group as a whole and of each Group Company;  (ii)participating (at reasonable times, upon
reasonable notice and without undue disruption to business) in presentations to
potential New Lenders concerning the activities of the Group as a whole and of
each Group Company; and  (iii)selecting Interest Periods in relation to
Advances having a duration of not more than one month in respect of all
Utilisations made from the 2003 Effective Date, until close of general syndication
following the 2003 Effective Date as determined by the Agent (acting
reasonably) or (save in the case of Revolving Facility Tranche B Advances)
ending on 30 April 2003.  4.CONDITIONS PRECEDENT  4.1Initial conditions precedent
to Drawdown:  The Lenders obligations to make initial
Utilisations of the Facilities available to any Borrower under this Agreement
were subject to satisfaction of the conditions precedent set out in the
Memorandum in the agreed terms entitled Conditions Precedent Memorandum.  4.2Conditions precedent to the
2003 Effective Date:  The Lenders shall not be under any
obligation to make any Utilisations unless the 2003 Effective Date has
occurred.  4.3Additional conditions
precedent:  In addition, the Lenders shall not be under
any obligation to make any Utilisation available to the Borrowers unless on the
relevant Utilisation Date:  (a)in the case of any Utilisation other than a
Rollover Advance:  (i)no Event of Default or Potential Event of
Default has occurred and is continuing and no Event of Default or Potential
Event of Default will occur as a result of making such Utilisation; and  (ii)the representations and warranties set out in
Clause 21 (Representations and Warranties) stipulated as being repeated
on that date are correct in each case by reference to the facts and
circumstances then subsisting and will remain correct immediately after the
Utilisation is made;  (b)in the case of a Rollover Advance, no notice
has been given under Clause 23.2 (Cancellation and Repayment);  4.4Satisfaction of Conditions
Precedent:  When the Agent is satisfied that the
conditions specified in Clause 4.1 and Clause 4.2 have been
fulfilled, it will notify the Parent and the Lenders.  34 
   5.BORROWERS UNDER THE
FACILITIES  5.1Initial Borrowers: 
The Facility A Borrowers under this Agreement on the 2004 Effective Date
are those Group Companies which are party to this Agreement and are designated
as such in Part 1 of Schedule 2.  5.2Additional Borrowers: 
A Subsidiary of the Parent may become an Additional Borrower of the
Revolving Facility Tranche B if:  (a)the Parent gives written notice to the Agent
identifying the relevant member of the Group (such notice to be accompanied by
certified copies of such member of the Groups most recent audited accounts and
its constitutional documents);  (b)the Majority Lenders confirm to the Agent that
they consent to the relevant member of the Group becoming a Borrower of the
Revolving Facility Tranche B (such consent not to be unreasonably withheld or
delayed in the case of any member of the Group incorporated in the same
jurisdiction as any member of the Group which is then an existing Borrower of
the Revolving Facility Tranche B);  (c)the relevant member of the Group and the Parent
have duly completed, executed and delivered to the Agent an Accession Document
designating the relevant member of the Group as a Borrower of the Revolving
Facility Tranche B and a Guarantor and, subject to the Security/Guarantee
Principles, the relevant member of the Group executes such further Security
Documents as the Agent may direct; and  (d)the Agent has received the documents and other
evidence listed in Schedule 3 in respect of the relevant Additional
Borrower if such Additional Borrower is incorporated under the laws of England
and Wales and, if not, the equivalent in the relevant jurisdiction of
incorporation of the relevant Additional Borrower all to the satisfaction of
the Agent and such other documents as the Agent may reasonably require.  5.3Effective Time: 
Upon the conditions set out in Clause 5.2 (Additional Borrowers) being satisfied, the
Agent will notify the Parent and the Finance Parties and the relevant member of
the Group will become a Borrower of the Revolving Facility Tranche B with
effect from such notification as if it had been an original party to this
Agreement.  5.4Parent as Obligors Agent: 
Each Obligor (other than the Parent) irrevocably appoints the Parent to
act on its behalf as its agent in relation to the Senior Finance Documents and
each Obligor (other than the Parent) irrevocably authorises the Parent on its
behalf to give and receive all notices and instructions, to execute and deliver
Utilisation Requests and Accession Documents on its behalf and on its behalf to
enter into any agreement capable of being entered into by any Obligor
notwithstanding that such agreement may affect such Obligor, without further
reference to, or the consent of, such Obligor and such Obligor shall be bound thereby
as though such Obligor itself had given such notices and instructions or
entered into such agreements.  5.5Revolving Facility Tranche B
Borrower:  Regentrealm shall not be entitled to be a
Revolving Facility Tranche B Borrower.  6.UTILISATION PROCEDURES  6.1Delivery of Utilisation
Requests:  In order to utilise any of the Facilities
(but excluding, for the avoidance of doubt, the Ancillary Facilities), the
Obligors Agent must deliver to the Agent a duly completed Utilisation Request
not later than, in the case of a Utilisation in Sterling, 10.00 a.m. one  35 
   Business Day,
or in the case of a Utilisation in an Optional Currency, 2.00 p.m. three
Business Days, prior to the proposed Utilisation Date.  6.2Content of Utilisation
Requests:  Each Utilisation Request delivered to the
Agent must be in the relevant form set out in Schedule 4 and must specify
(or attach) each of the following:  (a)whether the Utilisation is of Facility A and/or
the Revolving Facility;  (b)the proposed Utilisation Date (which must be a
Business Day falling within the relevant Availability Period other than in the
case of a Rollover Advance under Revolving Facility Tranche A where the
proposed Utilisation Date must be a Business Day one month prior to the Expiry
Date);  (c)the currency and total amount of such
Utilisation, which must, in the case of:  (i)a Revolving Facility Advance, Letter of Credit
or Lender Guarantee, have a Sterling Amount equal to or less than the aggregate
of the Revolving Facility Available Commitments (as reduced by the amount of
the Total Ancillary Limits) or, if less, have a Sterling Amount of £1,000,000,
(or in the case of the issue of a Letter of Credit or Lender Guarantee,
£500,000) or a higher integral multiple of £500,000; and  (ii)in the case of any Utilisation of Facility A,
be in a minimum Sterling Amount of £5,000,000 or a higher integral multiple of
£1,000,000;  (d)the duration of the first Interest Period
applicable to the Facility A Advance or the duration of the Interest Period
applicable to the Revolving Facility Advance, as appropriate, provided that
such selection by the relevant Borrower must comply with Clause 10 (Selection of
Interest Periods);  (e)the identity of the relevant Borrower;  (f)without prejudice to Clause 6.10 (Destination
of Facility A Advances), details of the payee and the account to
which the proceeds of the Utilisation are to be paid (which account must be in
the principal financial centre of the country of the currency of such
Utilisation and, for this purpose, in the case of a Utilisation in Euro, the
principal financial centre of any Participating Member State may be nominated);
and  (g)if the Utilisation is by way of issue of a
Letter of Credit or Lender Guarantee:  (i)the Beneficiary;  (ii)the duration of the Letter of Credit or Lender
Guarantee (which must not exceed one year);  (iii)the terms of the arrangement to which the issue
of the Letter of Credit or Lender Guarantee relate; and  (iv)the execution copy of the Letter of Credit or
Lender Guarantee to be issued.  6.3Requests Irrevocable: 
A Utilisation Request once given may not be withdrawn or revoked.  6.4Frequency of Requests: 
No more than ten Utilisations of the Revolving Facility may be outstanding
at any one time.  36 
   6.5Notice to the Lenders of a
proposed Utilisation:  The Agent will promptly give each Lender
details of each Utilisation Request (including the Sterling Amount) received
and of the amount and currency of such Lenders participation therein.  6.6Making of Advances: 
Subject to the provisions of this Agreement, each Lender will make
available to the Agent its participation in the Advance concerned on the
relevant Utilisation Date.  6.7Issue of Letters of
Credit/Lender Guarantees:  Subject to the provisions of
this Agreement:  (a)the Issuing Lender will issue the relevant
Letter of Credit or Lender Guarantee (which shall not have a tenor exceeding
one year) requested by delivery of such Letter of Credit or Lender Guarantee to
(or to the order of) the relevant Beneficiary on the relevant Utilisation Date;
and  (b)no Letter of Credit or Lender Guarantee shall
be issued for the account of a member of the Group which is not a Borrower
under this Agreement.  6.8Expiry: 
No Utilisation of the Revolving Facility will be permitted which gives
rise to an actual or contingent liability of the relevant Borrower to any
Lender which would mature after or otherwise extend beyond the Expiry Date for
the Revolving Facility.  6.9Automatic Cancellation: 
At 2.30 p.m. on the last day of the Availability Period for a Facility,
the undrawn part of such Facility will be automatically cancelled.  6.10Destination of Facility A
Advances:  (a)The net proceeds of Facility A Advances which
were drawn down by Regentrealm were utilised for the purposes set out in Clause
2.2(a) (Purpose)
in accordance with payment instructions approved by the Agent.  (b)Proceeds of the Advances drawn by Regentrealm
to be applied by Finalrealm in refinancing existing Financial Indebtedness of
the UB Holdings Group were immediately loaned (via Finalrealm) to UB Holdings
pursuant to the terms of a Refinancing Loan Agreement and UB Holdings, upon
receipt of such proceeds of such Refinancing Loan, applied them in payment
directly in respect of its own Financial Indebtedness or indirectly via
Refinancing Loans to other UB Holdings Group Companies to the relevant
creditors of the UB Holdings Group. 
Proceeds of Advances drawn by Regentrealm to be applied by Finalrealm
for other purposes set out in Clause 2.2(a) (Purpose) were lent to
Finalrealm pursuant to the relevant Financing Loan Agreements.  6.11Destination of certain
Revolving Facility Advances:  Any Revolving Facility
Advances drawn by Regentrealm shall be onlent via Finalrealm to the UB Holdings
Group Companies pursuant to the relevant Intra-Group Loan Agreement.  7.ANCILLARY FACILITIES  7.1Limits: 
The Ancillary Facilities may comprise:  (a)overdraft and other current account facilities;  (b)bonding facilities;  (c)forward foreign exchange facilities; and  (d)such other facilities as any Ancillary Lender,
the Obligors Agent and the Agent may agree,  37 
   provided that the Total Ancillary Limits shall not at
any time exceed £35,000,000.  7.2Providers:  (a)The Obligors Agent may at any time during the
Availability Period, by notice in writing to the Agent, request the
establishment of Ancillary Facilities with effect from the date (the Ancillary Effective Date) specified in
such notice being a date not less than ten Business Days after the date
such notice is received by the Agent. 
Any such notice shall specify:  (i)the proposed start and expiry date for such
Ancillary Facilities (and the expiry date must be a Business Day on or prior to
the Expiry Date);  (ii)the type of the proposed Ancillary Facilities;  (iii)the proposed Ancillary Lender (which must be a
Lender);  (iv)the Ancillary Limit to apply to the proposed Ancillary
Facilities; and  (v)such other details as to the nature, amount and
operation of the proposed Ancillary Facilities as the Agent may reasonably
require,  and the Agent shall promptly notify each Lender upon
receipt of any such notice.  (b)Subject to any Ancillary Facilities notified in
accordance with Clause 7.2(a) above complying with the terms of this
Clause 7, any Lender nominated pursuant to Clause 7.2(a) shall become
an Ancillary Lender authorised to make the proposed Ancillary Facilities available
with effect on and from the Ancillary Effective Date subject to the Agent
having received confirmation from the Lender so nominated that it agrees to
make available the proposed Ancillary Facilities and to the Agent being
satisfied that such proposed Ancillary Facilities will comply with the
limitations in Clause 7.3 (Limitations).  7.3Limitations:  (a)The Ancillary Limit applicable to any of the
Ancillary Facilities shall initially be the amount specified in or notified
under Clause 7.2 (Providers) and may be increased or
decreased by written agreement between the Obligors Agent and the relevant
Ancillary Lender subject as provided in Clause 7.1 (Limits).  (b)The aggregate of the amount of the Revolving
Facility Advances outstanding, the Total Contingent Liability in relation to
Letters of Credit and Lender Guarantees and the Total Ancillary Outstandings at
any time may not exceed the Total Revolving Facility Commitments (before (and
ignoring) any reduction therein on account of the Ancillary Limits applicable
at such time).  (c)The Ancillary Outstandings under any Ancillary
Facility may not at any time exceed the Ancillary Limit in relation to such
Ancillary Facility.  In the event that
any such Ancillary Outstandings do exceed such Ancillary Limit, the relevant
Borrower shall prepay an amount of such Ancillary Outstandings equal to the
excess as soon as possible, but in any event within two Business Days of a
request from the relevant Ancillary Lender to do so.  (d)In the event that the Ancillary Limit of an
Ancillary Lender would exceed its Revolving Facility Commitment such Ancillary
Lender shall be entitled to reduce the Ancillary Limit provided by it by an
amount equal to the excess and require the relevant Borrower to prepay  38 
   such Ancillary
Outstandings in the amount necessary to procure that such Ancillary Limit does
not exceed such Revolving Facility Commitment.  (e)No Ancillary Lender may, until notice has been
served under Clause 23.2 (Cancellation and Repayment), demand
repayment of any moneys made available by it, or demand cash cover in respect
of any guarantees, documentary credits or similar contingent liabilities made
available by it under its Ancillary Facility or take any action analogous to
any of the foregoing in relation to any other financial accommodation made
available by it thereunder.  (f)No member of the Group which is not also a
Borrower under this Agreement shall be permitted to make any utilisation of any
of the Ancillary Facilities.  7.4Terms of Ancillary Facilities: 
The terms on which Ancillary Facilities are made available shall be as
set out in the relevant Ancillary Facility Letter as amended from time to time
by agreement between the relevant Ancillary Lender and the Obligors Agent,
provided that the terms governing the operation of any Ancillary Facility
(including the terms of any counter-indemnity required in connection therewith)
shall be based upon normal commercial terms and provided further that each Ancillary
Facility Letter shall in any event provide as follows:  (a)that the Ancillary Facilities will cease to be
available on the Expiry Date for the Revolving Facility;  (b)that utilisations of the Ancillary Facilities
shall be made only for the general corporate purposes of the Group;  (c)that no utilisation of the Ancillary Facilities
will be permitted which gives rise to an actual or contingent liability of the
relevant Borrower to the Ancillary Lender which may mature after or otherwise
extend beyond the Expiry Date; and  (d)following the occurrence of an Event of Default
which is continuing, an Ancillary Lender may (but prior to service of a notice
under Clause 23.2 (Cancellation and Repayment) the relevant
Ancillary Lender shall, only if so instructed by the Agent (acting on the
instructions of the Majority Lenders)) and shall, if so instructed by the Agent
(acting on the instructions of the Majority Lenders), take the action described
under Clause 23.3 (Ancillary Facilities).  7.5Fees: 
Each Ancillary Lender shall charge its usual commercial fees for
corporate borrowers in relation to Ancillary Facilities provided that such fees
are no greater than those set out below:  (a)a margin over cost of funds or base rate on any
funded utilisations under the Ancillary Facilities equal to the Margin
applicable to the Revolving Facility;  (b)a fee on the contingent liability of the
Ancillary Lender in relation to any instrument giving rise to a contingent
liability on the part of the Ancillary Lender to any person other than the
Borrower for whose account it was issued equal to the fee payable under
Clause 18.4 (Letter of Credit/Lender Guarantee Commission); and  (c)usual bank charges and expenses payable in
connection with the provision of the Ancillary Facilities as agreed between the
Obligors Agent and the relevant Ancillary Lender.  8.DEMANDS UNDER
LETTERS OF CREDIT/LENDER GUARANTEES  8.1Demands: 
Each Issuing Lender shall forthwith notify the Agent of any demand
received by it under any Letter of Credit or Lender Guarantee and the Agent on
receipt of any such notice shall forthwith  39 
   notify the
Obligors Agent, the Agent, the Borrower for whose account that Letter of
Credit or Lender Guarantee was issued (the Account
Party) and the Lenders.  8.2Payments:  (a)The Account Party shall on demand constituted
by receipt of any notice from the Agent under Clause 8.1 (Demands)
pay to the Agent for the account of the relevant Issuing Lender the amount demanded
from that Issuing Lender as notified to the Agent in accordance with
Clause 8.1 (Demands) less any unutilised amount paid to the relevant
Issuing Lender to provide cash cover in respect of the Letter of Credit or
Lender Guarantee under which the relevant Issuing Lender has received demand.  (b)The Agent shall pay to the relevant Issuing
Lender any amount received by it from the Account Party under
Clause 8.2(a) above.  (c)The Account Party, the Agent and any other
relevant Obligor hereby irrevocably authorises the relevant Issuing Lender to
withdraw any amount standing to the credit of any account of such Obligor with
the Agent or such Issuing Lender, where such amount is held as cash collateral
in respect of the Letter of Credit or Lender Guarantee under which such Issuing
Lender has received demand, in order to satisfy such demand.  8.3Authority to Pay: 
The Account Party hereby irrevocably authorises each Issuing Lender to
pay without investigation or confirmation by it any demand which appears on its
face to be validly made under or pursuant to any Letter of Credit or Lender
Guarantee issued by that Issuing Lender and agrees that as between itself, such
Issuing Lender and the Lenders, such demand (in the absence of manifest error)
shall be conclusive evidence that demand has been properly made.  8.4Indemnity:  (a)The Account Party hereby irrevocably and
unconditionally agrees to indemnify each Issuing Lender and keep each Issuing
Lender indemnified on its first demand from and against all actions, losses,
damages, claims, proceedings, costs, demands and liabilities which may be
suffered or incurred by that Issuing Lender under or in connection with any
Letter of Credit or Lender Guarantee including, without limitation, by making
payment of any amount which it is required to pay under Clause 8.2(a) (Payments).  (b)Without prejudice to the Account Partys
obligations under Clause 8.4(a) above, each Revolving Facility Lender
hereby irrevocably, unconditionally and severally agrees to indemnify and pay
to each Issuing Lender on its first demand an amount equal to its proportion
(determined pursuant to Clause 3.1(a) or (d) (Basis of Participation) as
appropriate on the date of issue of the relevant Letter of Credit or Lender
Guarantee) subject as provided in Clause 32 (Changes to Parties) of the
amount which the Issuing Lender has paid under the relevant Letter of Credit or
Lender Guarantee (it being the intention that no Revolving Facility Lender is
liable under this Clause 8.4(b) for an amount greater than its share of
the principal amount of the Utilisation of the Revolving Facility arising upon
the relevant Letter of Credit or Lender Guarantee being issued (unless the
relevant Revolving Facility Lender fails to pay the Issuing Lender on demand in
which event it will compensate the Issuing Lender for all losses it suffers as
a result)).  (c)The Account Party hereby irrevocably and
unconditionally agrees to indemnify and keep indemnified each Revolving
Facility Lender on its first demand from and against all actions, losses,
damages, claims, proceedings, costs, demands and liabilities which may be
suffered or  40 
   incurred by
such Revolving Facility Lender as a result of the obligations assumed by it to
each Issuing Lender under Clause 8.4(b).  8.5Interest: 
The Account Party shall pay interest on all amounts paid by an Issuing
Lender under or in connection with any Letter of Credit or Lender Guarantee or
by any Revolving Facility Lender under Clause 8.4(b) (Indemnity) from the date of payment by
such Issuing Lender or such Revolving Facility Lender until the date of
reimbursement before as well as after demand calculated and payable in
accordance with Clause 9.4 (Default
Interest).  8.6Cash Cover: 
The Agent shall be and is hereby irrevocably authorised by the Account
Party following a demand under any Letter of Credit or Lender Guarantee to
apply all amounts standing to the credit of any Cash Collateral Account in
respect of that Letter of Credit or Lender Guarantee in satisfaction of the
Account Partys obligations in respect of that Letter of Credit or Lender
Guarantee.  8.7Interest on Cash Cover: 
Amounts standing to the credit of any Cash Collateral Account opened
with a Finance Party shall bear interest at the rate normally offered by such
Finance Party to corporate depositors of amounts similar to the relevant amount
for such periods as such Finance Party (acting reasonably) shall determine.  8.8Additional Provisions: 
The provisions set out in Schedule 10 (Provisions Relating to Letters of Credit/Lender Guarantees)
shall apply to each of the indemnities contained in this Clause 8.  9.INTEREST  9.1Rate: 
Each Advance will bear interest for each of its Interest Periods at the
rate per annum determined by the Agent to be the aggregate of:  (a)the applicable Margin; and  (b)EURIBOR (in the case of Advances in Euro) or
LIBOR (in the case of other Advances); and  (c)the Mandatory Costs Rate (if any),  for that Advance for that period, in each case determined
on the Rate Fixing Date.  9.2Calculation: 
Interest will accrue daily and shall be calculated on the basis of a 360
day year in the case of Advances denominated in a currency other than Sterling
and a 365 day year in the case of Advances denominated in Sterling.  9.3Payment: 
The relevant Borrower will pay interest accrued on each Advance to the
Agent (for the account of the relevant Lenders) in arrears on the last day of
each Interest Period applicable to that Advance, provided that where such Interest
Period is of a duration of longer than 6 months, accrued interest in
respect of the relevant Advance will be paid every 6 months during such
Interest Period and on the last day of the Interest Period.  Interest accrued on each Advance or Unpaid
Sum, as the case may be, shall be payable in the currency in which the Advance
or Unpaid Sum in respect of which it accrued was denominated.  The last day of the first Interest Period
after the 2003 Effective Date in relation to a Facility A Advance and the Revolving
Facility Tranche A Advance shall be 30 April 2003, or another date
permitted under Clause 3.4(c)(iii) (Syndication).  9.4Default Interest: 
If the relevant Borrower fails to pay any sum (including, without
limitation, any sum payable pursuant to this Clause 9.4 (Default Interest)) under this Agreement or
any other Senior Finance Document on its due date, the relevant Borrower will
pay default interest on such Unpaid Sum from its due date to the date of actual
payment (as well after as before judgment) at a rate (the Default Rate) determined by the Agent to
be 1.00% per annum above:  41 
   (a)where the Unpaid Sum is principal which has
fallen due prior to the expiry of the relevant Interest Period, the rate
applicable to such principal immediately prior to the date it so fell due (but
only for the period from such due date to the end of the relevant Interest
Period); or  (b)in any other case (including principal falling
within Clause 9.4(a) above once the relevant Interest Period has expired),
the rate which would be payable if the Unpaid Sum was an Advance made for a
period equal to the period of non-payment divided into successive Interest
Periods of such duration as shall be selected by the Agent (a Default Interest Period).  9.5Compounding: 
Default interest will be payable on demand by the Agent and will be
compounded at the end of each Default Interest Period.  9.6Notification: 
The Agent will promptly notify the Obligors Agent, the relevant Borrower
and the Lenders of each determination of the Default Rate and each selection of
a Default Interest Period.  9.7Margin Adjustment:  (a)Save as provided in this Clause 9.7, the
Margin in relation to each Advance shall be the rate applicable to that Advance
as specified in the definition of Margin contained in Clause 1.1 (Definitions).  (b)In the event that the consolidated financial
statements for an Accounting Quarter of the Group last received by the Agent
pursuant to Clause 22.8(d)(ii) (Financial Statements) together with the
certificate relating thereto delivered pursuant to Clause 22.8(e)(i) (Financial
Covenant Compliance Certificates/Management Meeting) disclose the
Net Leverage Ratio as at and for the four consecutive Accounting Quarters ending
on the last day of the relevant Accounting Quarter at a level which, in
accordance with the table set out below, indicates a reduced Margin then the
Margin shall be a percentage per annum determined as follows:  Net Leverage RatioGreater
  than or equal to 2.5:1
  
  1.375
  %Greater
  than or equal to 2.0:1 but less than 2.5:1
  
  1.00
  %Less
  than 2.0:1
  
  0.75
  %  provided that:  (i)there shall be no reduction in the Margin prior
to receipt by the Agent of the quarterly consolidated financial statements of
the Group for the first two complete Accounting Quarters falling after the 2003
Effective Date;  (ii)any change in the Margin shall take effect
during (but only during) the period from (and including) the date on which the
Agent has received the relevant financial statements for an Accounting Quarter
of the Group in accordance with Clause 22.8(d)(ii) (Financial Statements) and
the certificate relating thereto in accordance with Clause 22.8(e)(i) (Financial
Covenant Compliance Certificates/Management Meeting) until (but
excluding) the date (a Readjustment Date)
being the earlier of:  42 
   (A)the
latest of the date on which the Agent next receives financial statements for an
Accounting Quarter pursuant to Clause 22.8(d)(ii) (Financial Statements) and the date on
which the Agent receives the certificate relating thereto pursuant to
Clause 22.8(e)(i) (Financial Covenant
Compliance Certificates/ Management Meetings); and  (B)the
latest date by which the Agent should have received the financial statements
for an Accounting Quarter and certificate relating thereto referred to in sub
paragraph (A) above;  (iii)on each Readjustment Date, the Margin shall
revert to its original level at the 2003 Effective Date, unless a lower Margin
shall be applicable in accordance with this Clause 9.7 (Margin
Adjustment); and  (iv)there shall be no decrease in the Margin if an
Event of Default or Potential Event of Default has occurred and is continuing
and the Margin shall immediately revert to its original level at the 2003
Effective Date until such time as any Event of Default or Potential Event of
Default is no longer continuing, whereupon the Margin shall be determined in
accordance with this Clause 9.7 (Margin Adjustment) on the basis of the
most recently delivered consolidated financial statements for an Accounting
Quarter of the Group.  9.8Margin Inaccuracy: 
If any annual audited financial statements delivered under
Clause 22.8(d)(i) (Financial Statements)
demonstrate that the Margin:  (a)should have been varied in accordance with
Clause 9.7 (Margin Adjustment) when it has not been; or  (b)should not have been varied in accordance with
Clause 9.7 (Margin Adjustment) when it has been,  in either case by reason of an inaccuracy in the
relevant financial statements for an Accounting Quarter, the Parent shall pay
to the Agent for the account of the Banks such additional amount of interest as
would have been payable had the Margin been set at the correct level as demonstrated
by the audited financial statements.  10.SELECTION OF INTEREST
PERIODS  10.1Revolving Facility: 
Subject to Clause 3.4(c)(iii) (Syndication)
and the other provisions of this Agreement the duration of the Interest Period
applicable to each Revolving Facility Advance shall be a period of 1, 2, 3 or 6
months as selected by the relevant Borrower in the relevant Utilisation Request
(or such other period as the Agent (acting on the instructions of the Revolving
Facility Lenders) may agree in writing) provided that the last day of the first
Interest Period after the 2003 Effective Date in relation to the Revolving
Facility Tranche A Advance made on the 2003 Effective Date shall be 30
April 2003.  10.2Facility A: 
Subject to Clause 3.4(c)(iii) (Syndication)
and the other provisions of this Agreement, the duration of each Interest
Period for a Facility A Advance shall be 1, 2, 3 or 6 months as notified by the
Obligors Agent to the Agent not later than 10.00 a.m. one Business Day (or in
the case of an Advance in an Optional Currency) three Business Days prior
to the commencement of such Interest Period or such other period as the Agent
(acting on the instructions of the Majority Lenders) may agree provided that:  43 
   (a)the first Interest Period in relation to a
Facility A Advance will commence on the Utilisation Date relating thereto and
each subsequent Interest Period relating to such Advance will commence on the
expiry of the immediately preceding Interest Period relating thereto;  (b)the last day of the first Interest Period after
the 2003 Effective Date in relation to a Facility A Advance shall be 30
April 2003; and  (c)the Obligors Agent will select the duration of
Interest Periods applicable to a Facility A Advance such that each Repayment
Date relating thereto will fall on the last day of an Interest Period and for
this purpose such Borrower may split any Facility A Advance into two separate
Advances one of which shall be in an amount at least equal to the amount of the
instalment due on the next following Repayment Date relating thereto and having
an Interest Period expiring on such Repayment Date.  10.3General:  (a)If a Borrower fails to select an Interest
Period then, subject as provided in this Clause 10, it will be deemed to
have selected a period of 3 months or such lesser period so as to comply with
the requirements of Clause 10.2(b) (Facility A).  (b)If all or part of an Advance is required to be
repaid on a Repayment Date to ensure that the relevant Borrower complies with
its obligations under Clause 13 (Repayment of Advances) and if an Interest
Period relative to that Advance would, but for the operation of this
subclause (b), extend beyond such Repayment Date, then such Interest
Period shall commence upon the expiry of the immediately preceding Interest
Period and expire on the relevant Repayment Date.  10.4Expiry: 
No Interest Period applicable to an Advance under a Facility shall
expire after the Expiry Date for that Facility.  11.CURRENCY OPTION  11.1Requests for Optional Currency: 
Subject as otherwise provided in this Agreement if the Obligors Agent
so requests in a Utilisation Request for a Revolving Facility Tranche B Advance
or a Letter of Credit or Lender Guarantee that Revolving Facility Tranche B
Advance, Letter of Credit or Lender Guarantee shall be denominated in an
Optional Currency provided that Revolving Facility Tranche B Advances may not
be denominated at any one time in more than six currencies excluding Sterling.  11.2Response to Request for an
Optional Currency:  If not later than 10.00 a.m. London
time on any Rate Fixing Date for a Revolving Facility Tranche B Advance which
is to be denominated in an Optional Currency:  (a)any Lender notifies the Agent that:  (i)that Lender is unable to obtain matching
deposits in that Optional Currency in the Relevant Interbank Market in
sufficient amounts to fund its share of that Revolving Facility Tranche B
Advance during that Interest Period; or  (ii)it would by reason of national or international
financial, political or economic conditions, currency availability, currency
exchange rates or exchange controls be impossible or impracticable or it would
be unlawful or contrary to a directive (whether or not having the force of law
but, if not having the force of law, being one with which it is the practice of
banks in the relevant jurisdiction to comply) for its  44 
   share of that
Revolving Facility Tranche B Advance to be denominated in that Optional
Currency during that Interest Period; or  (b)the Agent determines that:  (i)the relevant Optional Currency is for any
reason not freely convertible into Sterling and/or not freely transferable; or  (ii)it is impossible to make payment in the country
of the currency in which the Revolving Facility Tranche B Advance is to be
denominated in the manner provided for in this Agreement;  the Agent shall promptly notify the Obligors Agent
and the Lenders.  11.3Fallback Currency: 
If, in relation to any Interest Period relating to a Revolving Facility
Tranche B Advance, the Agent gives notice to the Obligors Agent and the
Lenders in accordance with Clause 11.2 (Response
to a Request for an Optional Currency), that Revolving Facility
Tranche B Advance shall (subject to Clause 12.2 (Unavailability of Currencies)) during that Interest Period
instead be denominated in Sterling.  11.4Agents Calculations:  (a)All calculations made by the Agent pursuant to
this Clause 11 or Clause 9 (Interest) will take into account any
repayment, prepayment, consolidation or division of Advances to be made on the
last day of an Interest Period.  (b)Each Lenders participation in an Advance will,
subject to paragraph (a) above, be determined in accordance with Clause 3.1 (Basis of
Participation).  (c)If a Lenders Commitment is reduced pursuant to
this Agreement after the Agent has received a Utilisation Request for a
Revolving Facility Advance and such reduction was not taken into account in
determining the limit on the Revolving Facility available for Utilisation, then
both the Sterling Amount and the amount of the Revolving Facility Advance shall
be reduced accordingly.  11.5Rollover Advances  (a)If a Rollover Advance is to be denominated in
the same Optional Currency as the maturing Revolving Facility Advance which it
is to repay the Agent shall calculate the amount of Optional Currency equal to
the Sterling Amount of the Rollover Advance at the Agents spot rate of
exchange and, subject to paragraph (b) of this Clause:  (i)if the amount of Optional Currency calculated
is less than the amount of the maturing Revolving Facility Advance in the
relevant Optional Currency, the Agent shall promptly notify the Obligors Agent
and the Borrower of the relevant Rollover Advance shall pay, on the day that
the maturing Revolving Facility Advance is to be repaid, an amount equal to the
difference; or  (ii)if the amount of Optional Currency calculated
is more than the amount of the maturing Revolving Facility Advance in the
relevant Optional Currency, the Agent shall promptly notify each Lender and, if
no Event of Default is continuing, each Lender shall, on the day that the
maturing Revolving Facility Advance is to be repaid, pay a proportion of the
difference equal to the proportion that its Revolving  45 
   Facility
Commitment bears to the Total Revolving Facility Commitments on the relevant
date.  (b)If the calculation made by the Agent pursuant
to paragraph (a) of this Clause shows that the amount of the relevant Revolving
Facility Advance in the relevant Optional Currency converted into Sterling at
the Agents spot rate of exchange has increased or decreased (taking into
account any payments pursuant to paragraph (a) above) by less than 5 per cent.
compared to its Sterling Amount, no notification shall be made by the Agent and
no payment shall be required under paragraph (a) of this Clause.  12.MARKET DISRUPTION  12.1Market Disruption:  (a)Absence of Quotations: 
Subject to paragraph (b) below, if LIBOR or, if applicable, EURIBOR is
to be calculated by reference to the Reference Banks but a Reference Bank does
not supply a quotation by 12 noon London time, in the case of LIBOR, or
Brussels time, in the case of EURIBOR, on the Rate Fixing Date, the applicable
LIBOR or EURIBOR shall be calculated on the basis of the quotations of the
remaining Reference Banks.  (b)(i)If a Market Disruption Event occurs
in relation to any Advance for any Interest Period, then the rate of interest
per annum on each Lenders share in that Advance for that Interest Period (or
duration in the case of a Revolving Facility Advance) shall be the rate per
annum which is the aggregate of:  (A)the
applicable Margin;  (B)the
rate notified to the Agent by that Lender as soon as practicable, and in any
event before interest is due to be paid in respect of that Interest Period, to
be that which expresses as a percentage rate per annum the cost to that Lender
of funding its share in that Advance from whatever source it may reasonably
select; and  (C)the
Mandatory Cost, if any, applicable to that Lenders participation in the
relevant Advance.  (ii)The Agent must promptly give notice
to the Obligors Agent and the Lenders of the occurrence of a Market Disruption
Event.  (iii)If a Market Disruption Event
referred to in paragraph (iv)(A) below occurs in relation to any Advance for
any Interest Period:  (A)if the
Advance is then undrawn, unless it is a Rollover Advance, it will not be
permitted to be drawn; and  (B)if the
Advance has already been drawn or is a Rollover Advance, the relevant Interest
Period or duration (as the case may be) shall be one month or such shorter
period as ends on the next Repayment Date for that Advance.  (iv)In this Agreement Market
Disruption Event means:  (A)at or
about 12 noon London time or Brussels time for Advances denominated in Euro on
the Rate Fixing Date for the relevant Interest  46 
   Period, the Screen Rate is not available and
none or only one of the Reference Banks supplies a rate to the Agent to
determine LIBOR or, if applicable, EURIBOR for the relevant currency and
Interest Period; or  (B)before
the close of business in London or Brussels time for Advances denominated in
Euro on the Rate Fixing Day for the relevant Interest Period, the Agent
receives notifications from a Lender or Lenders (whose participations in the
relevant Advance exceed 66.67% per cent. of that Advance) that the cost to it
of obtaining matching deposits for the relevant Interest Period in the Relevant
Interbank Market would be in excess of LIBOR or, if applicable, EURIBOR.  (c)Alternative basis of interest
or funding:  (i)If a Market Disruption Event occurs and the
Agent or the Obligors Agent (on behalf of the affected Borrower) so requires,
the Agent and the Obligors Agent shall enter into negotiations (for a period
of not more than thirty days) with a view to agreeing on a substitute basis for
determining the rate of interest and/or funding.  (ii)Any alternative basis agreed pursuant to
paragraph (a) above shall, with the prior consent of all the Lenders and the
Obligors Agent, be binding on all parties.  12.2Unavailability of Currencies: 
If, in relation to any proposed Utilisation by way of Advances, the
Agent is notified by the Majority Lenders that deposits in the relevant
currency will not be available to them in the ordinary course of business in
the London interbank market (or the interbank market for the relevant currency
in any other major financial centre in the world) in order to enable them to
fund their respective participations in an Advance, the Lenders will not be
obliged to participate in the proposed Utilisation and any Utilisation Request
which has been served by the relevant Borrower will be deemed withdrawn.  12.3Change in Currency:  (a)If a single currency or currency unit becomes
the lawful currency of two or more countries or any change occurs in a currency
or currency unit of any country or if more than one currency or currency unit
are at the same time recognised by the central bank of any relevant country as
the lawful currency of such country, then:  (i)any reference in the Senior Finance Documents
to, and any obligations arising under the Senior Finance Documents in, the
currency of that country shall be translated into, or paid in, the currency or
currency unit designated by the Agent after consultation with the Reference
Banks; and  (ii)any translation from one of such countrys
currencies or currency units to another shall be at the official rate of
exchange recognised by that central bank for the conversion of such currencies
or currency unit into the other, rounded up or down to the nearest whole unit
of such other currency.  (b)If a change in any currency of any relevant
country occurs (including in consequence of European Monetary Union), this
Agreement will be amended to the extent to which the Agent, in good faith,
determines to be necessary to reflect the change in currency or any financial
market practices relating to dealing in the new currency and to put the Lenders
in the same position, so far as is possible, that they would have been in if no
change in currency had occurred.  47 
   13.REPAYMENT OF ADVANCES  13.1Facility A Advances:  (a)Each Facility A Borrower shall procure that the
Facility A Advances shall be repaid in instalments.  An instalment shall fall due on each of the dates specified in
Column (A) of the amortization table below and the aggregate amount of the
Sterling Amount of the instalment payable by the Facility A Borrowers on the
relevant Repayment Date shall be in an amount equal to the percentage of the
aggregate Facility A Advances outstanding on the 2003 Effective Date specified
in Column (B) of the amortization table below opposite that Repayment
Date.  The portion of each instalment
denominated in Euros and Sterling, respectively, shall be based on the
proportion that the Sterling Amount of the Facility A Advances outstanding on
the 2003 Effective Date denominated in Euros and Sterling, respectively, bear
to the aggregate Sterling Amount of all Facility A Advances on the 2003
Effective Date.  The portion of any Euro
or Sterling instalment owing by any Facility A Borrower shall be based on the
proportion that the Sterling Amount of the Facility A Advances owing in Euros
or Sterling, as applicable, by such Facility A Borrower bear to the aggregate
Sterling Amount of the Facility A Advances owing in Euros or Sterling, as
applicable, by all Facility A Borrowers. 
Any balance of the Facility A Advances remaining outstanding on the
final Repayment Date shall be repaid in full on that date.  Column A
  Repayment Date
  
  Column B
  Repayment%31/10/2003
  
  2
  %30/4/2004
  
  0
  %(1)31/10/2004
  
  0
  %(1)30/4/2005
  
  8% less
  £10,000,000
  (1)31/10/2005
  
  10
  %30/4/2006
  
  10
  %31/10/2006
  
  12
  %30/4/2007
  
  12
  %31/10/2007
  
  17
  %30/4/2008
  
  17
  %
  
 (1)Taking into account the 2004
Prepayment, as provided for in Clause 14.6 (Prepayments: Order of Application).  (b)No amount repaid in respect of a Facility A
Advance may be redrawn.  48 
   13.2Revolving Facility Advances:  (a)Each Revolving Facility Advance shall be repaid
by the relevant Borrower on its Maturity Date.  (b)Subject to the provisions of this Agreement,
any amount repaid under the Revolving Facility shall be capable of being
redrawn in accordance with Clause 6 (Utilisation Procedures).  13.3Effect of Prepayments: 
Each amount to be repaid shall be adjusted by the Agent to take account
of any mandatory or voluntary prepayments of the Advances from time to time.  13.4Expiry of Facilities:  (a)Each Facility shall expire on its Expiry Date.  (b)The Parent will ensure that in relation to a
particular Facility, no amount is outstanding and owed by the Obligors
thereunder to any Finance Party under this Agreement, and in the case of the
Revolving Facility that no Contingent Liabilities exist, after 12.00 noon on
the Expiry Date for such Facility at which time the Commitments under such
Facility will be automatically reduced to zero.  Each Borrower will ensure that no amount is outstanding and owed
by it under any Facility to any Finance Party after 12.00 noon on the Expiry
Date for such Facility.  Accordingly
each such Borrower:  (i)will, by no later than 12.00 noon on the Expiry
Date for such Facility, repay each Advance drawn by it in full together with
all interest accrued thereon and all other amounts then outstanding or payable
by it in relation thereto;  (ii)in relation to the Revolving Facility, will, by
no later than 12.00 noon on the Expiry Date for the Revolving Facility, in
relation to any outstanding Letters of Credit and/or Lender Guarantees issued
for its account, provide cash cover in respect of any Contingent Liabilities in
relation thereto in accordance with Clause 1.4 (Cash Cover) and pay all
other amounts outstanding or payable by it in relation thereto;  (iii)will, by no later than 12.00 noon on the Expiry
Date for such Facility, pay all other sums then outstanding or payable by it
under or by reason of this Agreement.  14.PREPAYMENT AND CANCELLATION  14.1Voluntary Prepayments: 
Any Borrower may prepay any Advance or any part thereof provided that
the Agent has received not less than five Business Days irrevocable prior
written notice from the Obligors Agent of the proposed date and amount of the
prepayment and provided that:  (a)any partial prepayment of a Facility A Advance
must be in an amount which reduces the Facility A Advance by a Sterling Amount
of £5,000,000 or a higher integral multiple of £1,000,000;  (b)any partial prepayment of a Revolving Facility
Advance must be in an amount which reduces the Sterling Amount of the Revolving
Facility Advance by a Sterling Amount of £500,000 or a higher integral multiple
of £500,000; and  (c)such prepayment shall be applied in accordance
with Clause 14.6 (Prepayments: Order of Application);  49 
   14.2Mandatory Prepayment on
Non-completion of Portuguese Acquisition: The Parent shall procure that if completion
of the Portuguese Acquisition has not occurred by 31 January 2005 or, if
prior to such date, the Portuguese Share Purchase Agreement is terminated or
rescinded, the proceeds of the issue of the 2004 Bonds not utilised for the
2004 Prepayment and to cover the 2004 Transaction Costs of up to £2,200,000 are
applied in prepayment of Facility A Advances in accordance with Clause 14.6 (Prepayments: Order of Application) and
Clause 14.7 (Prepayments during Interest
Periods). Pending the foregoing, the estimated purchase price in
respect of the Portuguese Acquisition shall be held in a United Biscuits
(Holdings) Limited Cash Collateral Account or in the escrow account created
pursuant to the Portuguese Escrow Agreement.  14.3Mandatory Prepayments on Sale,
Change of Control or Listing:  (a)If any of the events listed in
Clause 14.3(b) occurs, then forthwith thereafter (unless otherwise agreed
with the Agent acting on the instructions of all the Lenders):  (i)each Borrower will prepay all Advances drawn by
it, accrued interest thereon and all other sums payable under this Agreement
and the other Senior Finance Documents;  (ii)the Revolving Facility Commitments will be
cancelled and the Revolving Facility Commitment of each Lender shall be reduced
to zero; and  (iii)the relevant Borrower will provide cash cover
in accordance with Clause 1.4 (Cash Cover) in an amount equal to, and in
the currency of, the Total Contingent Liabilities of all the Revolving Facility
Lenders under all outstanding Letters of Credit and Lender Guarantees issued
for the account of such Borrower.  (b)The events referred to in Clause 14.3(a)
are the following:  (i)a Sale; or  (ii)a Change of Control; or  (iii)a Listing.  (c)For the purposes of this Agreement:  Change of Control means:  (i)the Original Equity Investors together ceasing
to have the power, directly or indirectly, to vote or direct the voting of shares
carrying the voting rights to elect the majority of the board of directors of
the Parent provided that the occurrence of the foregoing events shall not be
deemed a Change of Control if:  (A)at any
time prior to the consummation of an IPO by such person and for any reason
whatever:  (1)the Original Equity Investors together
otherwise have the right to designate (and do so designate) a majority of the
board of directors of the Parent; or  (2)the Original Equity Investors (or any of them)
own legally and beneficially at least 50% of the issued ordinary voting shares
of the Parent owned by the Original Equity Investors (excluding for these
purposes only the proviso contained in the definition of Original  50 
   Equity
Investors) and such ownership by the Original Equity Investors represents the
largest single block of voting shares of the Parent held by any person or
persons;  (B)at any
time after the consummation of an IPO by such person, and for any reason whatever:  (1)no person or group excluding the Original
Equity Investors, shall become the beneficial owner, directly or indirectly, of
more than the greater of (x) 15% of the shares of the Parent then outstanding
and (y) the percentage of the issued voting shares of the Parent owned,
directly or indirectly, by the Original Equity Investors together; and  (2)the board of directors of the Parent shall
consist of a majority of Continuing Directors. 
Continuing Directors
shall for these purposes mean the directors of the Parent on the date hereof
and each other director, if, in each case, such other directors nomination for
election to the board of directors of the Parent is recommended by a majority
of the then Continuing Directors or such other director receives the vote of
Original Equity Investors (directly or indirectly) in his or her election by
the shareholders; or  (ii)a change of control for the purposes of the
Bonds or any further debt securities issued to refinance the Bonds which are
permitted under Clause 22.6(p) (Issue of Bonds), or which would cause the
Deep Discount Bonds or the Nabisco Discounted Notes (as the case may be) to be
redeemable before their scheduled redemption date;  Listing means a listing of all or any part
of the share capital of any member of the Group (or any Holding Company of any
member of the Group other than any of the Equity Investors themselves or any of
their Holding Companies) on any recognised market or investment exchange (as
defined in the Financial Services and Markets Act 2000) or any other sale or
issue by way of flotation or public offering of any such share capital or any
equivalent circumstances in relation to any member of the Group (or any such
Holding Company of any member of the Group) in any jurisdiction or country
other than an IPO which does not cause a Change of Control where the net
proceeds are applied as described in Clause 14.3(d) (Mandatory Prepayments on Sale, Change
of Control or Listing);  Sale means a sale or disposal (whether in
a single transaction or a series of related transactions) of (a) all or
substantially all of the shares and/or assets acquired (directly or indirectly)
pursuant to the purchase by Finalrealm of the shares in UB Holdings pursuant to
the Offer or otherwise or (b) of all or substantially all of the share capital
of the Parent or (c) of all or substantially all of the share capital of the
Parent, Runecorp, Regentrealm, Finalrealm, Deluxestar, Solvecorp, UBF or
Burlington Cayman save for the purposes of a solvent dissolution or a hive down
of all the relevant companys assets, on terms reasonably approved by the
Agent, which do not result in a Change of Control or any alteration in the
control of the UB Holdings Group by the holding companies of the relevant
company.  (d)If an IPO which does not cause a Change of
Control occurs as described in the definition of Listing the Parent shall
procure that as soon as practicable the first £150,000,000 of the net proceeds
arising and 50% of any other net proceeds thereafter arising are applied in or
towards mandatory prepayment of the Facilities and/or the provision of cash
cover in  51 
   accordance
with Clauses 14.6 (Prepayments: Order of Application) and
14.7 (Prepayments
during Interest Periods);  14.4Proceeds of Asset Disposals: If any asset of any Group Company
is sold or otherwise disposed of (other than a disposal or exchange which is
permitted by Clause 22.6(c)(i), (ii), (iii), (iv)(A), (v), (vii),(ix) and (x), (Disposals) or a disposal or exchange the Net Proceeds of
which are less than £100,000 (or its Other Currency Equivalent) the Parent
will, within 15 Business Days of receipt of the relevant Net Proceeds, to
the extent that, when aggregated with the Net Proceeds of other such sales or
disposals made in the same Financial Year of the Group, such Net Proceeds
exceed £7,500,000 (or its Other Currency Equivalent), certify to the Agent that
such Net Proceeds are to be reinvested in the purchase of assets which are
required for the business of the Group within 360 days of receipt failing
which they will be applied in prepayment of the Facilities or the provision of
cash cover;  14.5Insurances: 
The Obligors Agent will, within fifteen Business Days of receipt of any
moneys by a member of the Group as a result of a claim under any insurance to
the extent that, when aggregated with the moneys received from any other such
claims made in the same Financial Year of the Group, such moneys received
exceed £7,500,000 (or its Other Currency Equivalent) certify to the Agent that
such moneys will be:  (a)used to reinstate or replace assets in respect
of which such moneys were received; or  (b)used to meet a liability or loss in respect of
which such moneys were received; or  (c)reinvested in the purchase of assets which are
required for the business of the Group,  in each case within a period of 360 days after
receipt or such longer period as the Agent (acting on the instructions of the
Majority Lenders) may agree in writing failing which they will be applied in
prepayment of the Facilities or the provision of cash cover.  14.6Prepayments: 
Order of Application:  (a)Prepayments made pursuant to Clause 14.1 (Voluntary
Prepayments) and Clause 14.3(d) (Mandatory Prepayments on Sale,  Change of
Control or Listing) or from the proceeds of the 2004 Bonds (as
provided under Clause 14.2 (Mandatory Prepayments on Non-completion of Portuguese
Acquisition)) or from Net Proceeds (as provided under Clause 14.4 (Proceeds of
Asset Disposals)) or the proceeds of insurance claims (as provided
under Clause 14.5 (Insurances)) shall be applied as follows:  (i)firstly, against the scheduled repayments
detailed in Clause 13.1 (Facility A Advances), in permanent
reduction of the aggregate principal amount of outstanding Facility A Advances
(such application to be made pro rata against the then remaining instalments of
the Facility A Advances after giving effect to all prior reductions thereto,
including any prepayment made with the proceeds of the issue of the 2004 Bonds
not utilised for the 2004 Prepayment and to cover the 2004 Transaction Costs of
up to £2,200,000, provided that the 2004 Prepayment shall be applied in full
repayment of the instalments due 30 April 2004 and 31 October 2004
and in repayment of £10,000,000 of the instalment due 30 April 2005 of
Facility A, as illustrated in the amortization table appearing in Clause
13.1(a)); and  (ii)second, in prepayment of Revolving Facility
Advances with a corresponding reduction of the Revolving Facility Commitments
of the Lenders (ignoring for this purpose any reduction in the Revolving
Facility Commitment of any Lender on  52 
   account of its
Ancillary Limit) on a pro rata basis and on the basis that the amounts shall be
applied:  (A)first,
pro rata in prepayment of outstanding Revolving Facility Advances;  (B)second,
if there are no outstanding Revolving Facility Advances, pro rata in provision
of cash cover in respect of any outstanding Letters of Credit or Lender
Guarantees issued under the Revolving Facility;  (C)third,
in the event that there are no outstanding amounts of the type referred to in
(A) and (B) above, in prepayment, or provision of cash cover in respect, of
Ancillary Outstandings.  (b)The Revolving Facility Commitments of the
Lenders shall be cancelled in an amount equal to each amount prepaid or
provided as cash cover under paragraph (ii) above.  (c)Voluntary prepayments of the Revolving Facility
Advances made pursuant to Clause 14.1 (Voluntary Prepayments) shall be applied in
the order set out in paragraphs (A) to (C) of paragraph (a) (ii) above,
without reduction or cancellation of the Revolving Facility Commitments of the
Lenders.  (d)The Ancillary Limit of each Ancillary Lender
shall be cancelled in an amount equal to each amount prepaid or provided as
cash cover in respect of Ancillary Outstandings under paragraph (a) (ii) above
and each such amount shall be applied in reduction of the Ancillary
Outstandings of the Ancillary Lenders on a pro rata basis.  Cancellation of the Revolving Facility
Commitments shall, to the extent necessary to comply with Clause 7.3(d) (Limitations),
reduce the Ancillary Limits of the Ancillary Lenders on a pro rata basis.  (e)An amount equal to any moneys which are not
applied as stated in a certificate relating to such moneys issued by the Parent
or the Obligors Agent under Clauses 14.4 (Proceeds of Asset Disposals)
or Clause 14.5 (Insurances) within the period specified in such certificate
shall at the end of such period be applied in prepayment of the Facilities
and/or provision of cash cover in accordance with this Clause 14.6.  14.7Prepayments during Interest
Periods:  (a)Where any amount required to be prepaid under
Clause 14.2 (Mandatory Prepayments on Non-completion of Portuguese Acquisition),Clause 14.6(e)
(Prepayments:
Order of Application), Clause 14.4 (Proceeds of Asset Disposals)
or Clause 14.5 (Insurances) is received by the Agent during an Interest
Period or if during an Interest Period the Parent or the Obligors Agent is
required to issue a certificate under Clauses 14.4 (Proceeds of Asset Disposals)
or 14.5 (Insurances)
and fails to do so, the Agent will retain any amount required to be repaid
under Clause 14.6(e) (Prepayments: Order of Application) and any
amount for which a certificate should have been issued under Clause 14.4 (Proceeds of
Asset Disposals) or Clause 14.5 (Insurances) but has not been so issued
until the end of such Interest Period and will apply the same against the relevant
Advance or Advances on the expiry of the relevant Interest Period.  (b)Pending application against the relevant
Advance of the sums held by the Agent under Clause 14.7(a) above such sums
will be placed in a Cash Collateral Account and the interest earned on such
account will be applied by the Agent towards the interest due by a Borrower in
respect of the relevant Advance at the time the amount is applied in repayment
of the relevant Advance.  53 
   (c)The relevant Borrower may, by notice to the
Agent, require that any Interest Period be broken and that the proceeds arising
under Clause 14.6(e) (Prepayments: Order of Application), Clause
14.2 (Mandatory
Prepayment on Non-completion of Portuguese Acquisition), Clauses
14.4 (Proceeds
of Asset Disposals) or 14.5 (Insurances) be applied immediately towards
repayment of the relevant Advance subject to payment of any breakage costs
thereby incurred by the Lenders in accordance with Clause 34.1 (General
Indemnity and Breakage Costs).  14.8Miscellaneous:  (a)Any repayment or prepayment must be accompanied
by accrued interest on the amount repaid or prepaid and any other sum then due
under this Agreement.  (b)Any repayment or prepayment of an Advance (or
part thereof) shall be made in the currency in which the Advance to be repaid
or prepaid is denominated on the date of repayment or prepayment.  (c)Where cash cover is to be provided in respect
of a Letter of Credit or Lender Guarantee such cash cover shall be provided in
the currency in which the relevant Letter of Credit or Lender Guarantee is
denominated.  (d)No prepayment of an Advance may be made except
at the times and in the manner expressly provided by this Agreement.  14.9Cancellation of the Revolving
Facility:  (a)The Obligors Agent may cancel the whole or any
part of the Total Revolving Facility Available Commitments (but if in part by
an amount which reduces the Sterling Amount of the Available Revolving Facility
Commitments by a minimum amount of £2,500,000 or a higher integral multiple of
£2,500,000 by giving not less than 10 Business Days irrevocable prior
written notice to that effect to the Agent (effective only on actual receipt)
specifying the date and amount of the proposed cancellation.  Any cancellation under this Clause 14.9(a)
will reduce each Lenders Revolving Facility Commitment on a pro rata basis
(ignoring for this purpose any reduction in the Commitment of any Lender by
reason of its Ancillary Limit).  (b)No cancellation of the Revolving Facility may
be made except at the times and in the manner expressly provided by this
Agreement.  (c)Any notice of cancellation shall be irrevocable
and no part of the Revolving Facility which has been cancelled shall be capable
of being re-utilised.  14.10Cancellation of Commitments: 
Facility A is fully drawn and the undrawn Total Facility A Commitments
on the 2004 Effective Date are zero.  14.11Replacement of a Lender:  (a)If at any time:  (i)any Obligor becomes obliged to pay additional
amounts described in Clause 16 (Taxes) or Clause 17.1 (Increased
Costs) or to prepay a Lender under Clause 17.2 (Illegality);  (ii)any Lender becomes insolvent and its assets
become subject to a receiver, liquidator, trustee, custodian or other person
having similar powers or any winding-up, dissolution or administration;  54 
   (iii)any Lender becomes a Non Consenting Lender; or  (iv)any Lender becomes a Non-Funding Lender;  then the Parent may, on ten Business Days prior
written notice to the Agent and such Lender, replace such Lender by requiring
such Lender to (and such Lender shall) transfer pursuant to Clause 32.2 (Assignments
and Transfers by Lenders) all of its rights and obligations under
this Agreement to a Lender or other bank or financial institution, selected by
the Parent and which is reasonably acceptable to the Agent, which confirms its
willingness to assume and does assume all the obligations of the transferring
Lender (including the assumption of the transferring Lenders participation on
the same basis as the transferring Lender) for a purchase price equal to the
outstanding principal amount of such Lenders participation in the outstanding
Advances and all accrued interest and fees and other amounts payable hereunder.  (b)The replacement of Lender pursuant to
Clause 14.11(a) shall be subject to the following conditions:  (i)the Parent shall have no right to replace the
Agent;  (ii)neither the Agent nor any Lender shall have any
obligation to the Parent to find a replacement Lender or other such entity;  (iii)in the event of a replacement of a Non
Consenting Lender or a Lender to whom amounts or additional amounts must be
paid under Clause 16 (Taxes) or Clause 17.1 (Increased
Costs) or Clause 17.2 (Illegality), as the case may be, such
replacement must take place no later than 180 days after:  (A)the
date the Non Consenting Lender notified the Parent and the Agent of its failure
to agree to any requested consent, waiver or amendment to the Senior Finance
Documents; or  (B)the
date the Lender shall have demanded payment of additional amounts or amounts
under Clause 16 (Taxes) or
Clause 17.1 (Increased costs) or
Clause 17.2 (Illegality) as the
case may be, and  (iv)in no event shall the Lender hereby replaced be
required to pay or surrender to such replacement Lender or other entity any of
the fees received by such Lender hereby replaced pursuant to this Agreement.  (c)In the case of a replacement of a Lender to
which the Parent becomes obliged to pay additional amounts pursuant to
Clause 16 (Taxes) or Clause 17.1 (Increased costs) or Clause 17.2 (Illegality)
the Parent shall pay such additional amounts to such Lender prior to such
Lender being replaced and the payment of such additional amounts shall be a
condition to the replacement of such Lender.  (d)In the event that:  (i)the Parent or the Agent has requested the
Lenders to consent to a waiver or amendment of any provisions of the Senior
Finance Documents;  (ii)the waiver or amendment in question requires
the consent of all Lenders; and  (iii)the Majority Lenders have consented to such
waiver or amendment,  55 
   then any Lender who does not agree to such waiver or
amendment shall be deemed a Non Consenting Lender.  (e)A Non-Funding
Lender is:  (i)any Lender which has failed to make or
participate in an Advance or to issue or participate in a Letter of Credit or
Lender Guarantee as required by this Agreement; or  (ii)any Lender which has given notice to a Borrower
or the Agent that it does not intend to make or participate in any Advances in
accordance with the requirements of this Agreement or has repudiated its
obligations to do so.  (f)The Parents right to replace a Non-Funding Lender
pursuant to this Clause 14.11 supplements rather than replaces the other
legal and equitable rights and remedies available to the Parent against such
Non-Funding Lender under this Agreement.  15.PAYMENTS  15.1Payment to the Agent:  (a)On each date on which an Obligor or a Lender is
required to make a payment under a Senior Finance Document, that Obligor or
Lender shall make the same available to the Agent (unless a contrary indication
appears in a Senior Finance Document) for value on the due date at the time and
in such funds as is specified by the Agent as being customary at the time for
settlement of transactions in the relevant currency in the place of payment.  (b)Subject to any contrary provisions of any
Senior Finance Document, any payment by an Obligor or Lender shall be made to
such account of the Agent in the principal financial centre of the country of
that currency (or, in relation to Euro, in a principal financial centre in a
Participating Member State or London) with such bank as the Agent shall have
specified to the Obligors Agent (on behalf of the relevant Obligor) or the
relevant Lender as appropriate.  15.2Distributions by the Agent: 
Each payment received by the Agent under the Senior Finance Documents
for another party shall, subject to Clause 15.3 (Distributions to an Obligor) and Clause 15.4 (Clawback), be made available by the Agent
as soon as practicable after receipt to the party entitled to receive payment
in accordance with this Agreement (in the case of a Lender, for the account of
its Lending Office), to such account as that party may notify to the Agent (by
not less than five Business Days notice or such shorter period as the Agent
may approve):  (a)in relation to payments which are not in Euro,
with a bank in the principal financial centre of the country of that currency;
or  (b)in relation to payments in Euro, in the
principal financial centre of a Participating Member State or London.  15.3Distributions to an Obligor: 
The Agent may (with the consent of the Obligor or in accordance with
Clause 27 (Set-Off)) apply any
amount received by it for that Obligor in or towards payment (on the date and
in the currency and funds of receipt) of any amount due from that Obligor under
the Senior Finance Documents or in or towards purchase of any amount of any
currency to be so applied.  56 
   15.4Clawback:  (a)Where a sum is to be paid to the Agent under
the Senior Finance Documents for another party, the Agent is not obliged to pay
that sum to that other party (or to enter into or perform any related exchange
contract) until it has been able to establish to its satisfaction that it has
actually received that sum.  However,
the Agent may pay that sum to that other party on the assumption that the sum
has been paid to the Agent.  (b)If the Agent pays an amount to another party
and it is the case that the Agent had not actually received that amount, then
the party to whom that amount (or the proceeds of any related exchange
contract) was paid by the Agent shall on demand refund the same to the Agent,
together with interest on that amount from the date of payment to the date of
receipt by the Agent, calculated by the Agent to reflect its cost of funds,
together with any other cost, loss or expense incurred by the Agent as a result
of paying out the relevant sum before receiving it.  15.5Business Days:  (a)Any payment which is due to be made on a day
that is not a Business Day shall be made on the next Business Day in the same
calendar month (if there is one) or the preceding Business Day (if there is
not).  (b)During any extension of the due date for
payment of any principal or Unpaid Sum under this Agreement, interest is
payable on the principal or Unpaid Sum at the rate payable on the original due
date.  15.6Currency of Account:  (a)Subject to paragraphs (b) to (e) below and any
other contrary provision of this Agreement, Sterling is the currency of account
and payment for any sum due from an Obligor under any Senior Finance Document.  (b)A prepayment or repayment of a Utilisation or
Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made in the
currency in which that Utilisation or Unpaid Sum is denominated on its due date
and any cash cover for a liability provided pursuant to this Agreement shall be
provided in the currency of the relevant liability.  (c)Each payment of interest shall be made in the
currency in which the sum in respect of which the interest is payable was
denominated when that interest accrued.  (d)Each payment in respect of costs, expenses or
Tax shall be made in the currency in which the costs, expenses or Tax are
incurred.  (e)Any amount expressed to be payable in a
currency other than Sterling shall be paid in that other currency.  15.7Netting of Payments: 
If on any Utilisation Date the Revolving Facility Lenders are required
to make a Revolving Facility Advance to an Obligor under this Agreement and a
payment is due to be made by such Obligor to the Agent for the account of the
Revolving Facility Lenders in the same currency as the said Revolving Facility
Advance and in relation to the same Revolving Tranche, the Agent may (without
prejudice to the obligation of the relevant Obligor to make the payment in
question) apply any amount payable by the Revolving Facility Lenders to such
Obligor on that Utilisation Date in respect of the relevant Utilisation in or
towards satisfaction of the amounts payable by such Obligor to the Revolving
Facility Lenders on such Utilisation Date.  57 
   16.TAXES  16.1Tax Definitions: 
In this Agreement:  Domestic Lender means:  (a)in respect of a Borrower incorporated in the
UK, a Lender:  (i)in respect of an advance made under a Senior
Finance Document by a person that was a bank (as defined for the purposes of
Section 349 of the Taxes Act currently in Section 840A of the Taxes
Act) at the time that the advance was made, which Lender is beneficially
entitled to and within the charge to UK corporation tax as respects any payment
of interest made in respect of that advance; or  (ii)which is beneficially entitled to interest
payable to that Lender in respect of an Advance and is:  (A)a company resident in the UK for UK Tax purposes; or  (B)a partnership each member of which is a company resident in the UK for UK
Tax purposes; or  (C)a company not resident in the UK for UK Tax
purposes which carries on a trade in the UK through a branch or agency and
which brings into account interest payable in respect of that Advance in
computing its chargeable profits (within the meaning given by
Section 11(2) of the Taxes Act); or  (b)(i) in respect of a Borrower not incorporated
in the UK, a Lender which is lending through a Lending Office in the
jurisdiction of incorporation of that Borrower and, (ii) in respect of a
Borrower incorporated in Spain, a Lender which is incorporated in Spain or if
it is not incorporated in Spain, is acting through a permanent establishment
located in Spain;  Qualifying Person means a Lender which is:  (a)a Domestic Lender; or  (b)a Treaty Lender;  Spanish Qualifying Person means in respect
of a Borrower incorporated in Spain:  (a)a Lender within paragraph (b) (ii) of the
definition of Domestic Lender;
or  (b)a Treaty Lender resident for Spanish tax
purposes outside Spain; or  (c)a Lender that is resident for Spanish Tax
purposes outside Spain in a member state of the European Union and is not
acting through a territory considered to be a tax haven for Spanish Tax
purposes nor through a permanent establishment located in Spain.  Tax Confirmation means a confirmation by a
Lender that the person beneficially entitled to interest payable to that Lender
in respect of an Advance is either:  (a)a company resident in the UK for UK Tax
purposes; or  (b)a partnership each member of which is a company
resident in the UK for UK Tax purposes; or  58 
   (c)a company not resident in the UK for UK Tax
purposes which carries on a trade in the UK through a branch or agency and that
interest payable in respect of that Advance falls to be brought into account in
computing the chargeable profits of that company for the purposes of
Section 11(2) of the Taxes Act.  Tax Credit means a credit against, relief
or remission for, or repayment of any Tax;  Tax Deduction means a deduction or
withholding for or on account of Tax from a payment under a Senior Finance
Document;  Tax Payment means either the increase in a
payment made by an Obligor to a Finance Party under Clause 16.3(d) (Tax Gross-Up)
or a payment made under Clause 16.4(a) (Tax Indemnity);  Treaty Lender means a Lender in respect of
an Advance:  (a)which is treated as resident (for the purposes
of the appropriate double taxation agreement) in a jurisdiction having a double
taxation agreement with the jurisdiction of incorporation of the relevant
Borrower which makes provision for full exemption from Tax imposed by the
jurisdiction of incorporation of the relevant Borrower on interest; and  (b)does not carry on business in the jurisdiction
of incorporation of the relevant Borrower through a permanent establishment
with which that Lenders participation in that Advance is effectively
connected,  or to which any payment of interest made in respect of
that Advance may, for whatever other reason, be made by the relevant Borrower
without a Tax Deduction; and  UK Non-Bank Lender means:  (a)where a Lender is a party on the 2003 Effective
Date, a Lender listed in Schedule 1 and referred to as a UK Non-Bank
Lender; and  (b)where a Lender becomes a party after the 2003
Effective Date, a Lender which gives a Tax Confirmation in the Transfer
Certificate which it executes on becoming a party.  16.2Payments to be free and clear: 
All payments to be made by each Obligor under each Senior Finance
Document shall be paid in full without set off or counterclaim and not subject
to any condition and free and clear of and (except to the extent required by
law) without any Tax Deduction.  16.3Tax Gross-Up:  (a)The Obligors Agent shall promptly upon an
Obligor becoming aware that it is required by law to make a Tax Deduction (or
that there is a change in the rate or the basis of any Tax Deduction) notify
the Agent of such requirement or change.  (b)A Lender, upon becoming aware that it has
ceased to be a Qualifying Person or a Spanish Qualifying Person, as the case
may be, shall promptly notify the Agent of this.  If the Agent receives such notification from a Lender it shall
promptly notify the Obligors Agent.  (c)If an Obligor is required by law to make a Tax
Deduction it shall make that Tax Deduction in the minimum amount required by
law and shall make any payment required in connection with any Tax Deduction
within the time period and in the minimum amount required by law.  59 
   (d)Except as provided by paragraph (f) below, if a
Tax Deduction is required by law to be made by an Obligor or the Agent the
amount of the payment due from the Obligor shall be increased to an amount
which ensures that, after the making of that Tax Deduction, each relevant party
receives on the due date and retains (free from any liability in respect of
such Tax Deduction) a net sum equal to the amount of the payment which it would
have received and so retained had no such Tax Deduction been required.  (e)Within 30 days after making any Tax Deduction
or a payment which it is required to make in connection with any Tax Deduction,
the Obligor making that Tax Deduction or payment shall deliver to the Agent for
the relevant party evidence satisfactory to that party (acting reasonably) that
the Tax Deduction has been made and that any payment which is required in
connection with any Tax Deduction has been made to the relevant Tax authority
or other person.  (f)An Obligor is not required to make an increased
payment to a Lender under paragraph (d) above as a result of a Tax Deduction in
respect of Tax imposed by the jurisdiction of incorporation of a Borrower from
a payment of interest on an Advance made to that Borrower if at the time that
Tax Deduction is made:  (i)the relevant Lender is not a Qualifying Person
or, with respect to a Borrower incorporated in Spain, a Spanish Qualifying
Person and that Tax Deduction would not have been required had that Lender been
a Qualifying Person or Spanish Qualifying Person as the case may be unless the
reason that that Lender is not a Qualifying Person or Spanish Qualifying
Person, as the case may be is a change after the date on which 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 published concession of any relevant Tax authority); or  (ii)where the relevant Borrower is incorporated in
the UK, both of the following conditions are satisfied, namely:  (A)the
relevant Lender is a UK Non-Bank Lender, or would have been a UK Non-Bank
Lender were it not for a change after the date on which 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 published concession of any relevant Tax authority; and  (B)the
Board of the Inland Revenue has given (and not revoked) a direction under
Section 349C of the Taxes Act (as that provision has effect on the 2003
Effective Date or, in the case of a UK Non-Bank Lender which became a Lender
after the 2003 Effective Date, on the date on which it became a Lender) that
Section 349A(1) of the Taxes Act is not to apply in relation to that
payment of interest and that Borrower has notified the Agent on behalf of that
UK Non-Bank Lender of the precise terms of that direction; or  (iii)the relevant Lender is a Treaty Lender and such
Tax Deduction is required as a result of the failure of the relevant Lender to
comply with its obligations under Clause 16.6 (Filings).  (g)A UK Non-Bank Lender which becomes a party on
the 2003 Effective Date gives a Tax Confirmation to the Obligors Agent by
entering into the Fourth Supplemental Agreement.  60 
   (h)Without prejudice to the requirements of
paragraph (b) above, a UK Non-Bank Lender shall promptly notify the Agent if
there is any change in the position from that set out in a Tax
Confirmation.  If the Agent receives
such notification from a UK Non-Bank Lender it shall notify the Obligors
Agent.  16.4Tax Indemnity:  (a)Except as provided by paragraph (b) below, the
Parent shall, or shall procure that an Obligor shall, on demand by the Agent,
indemnify a Finance Party against any loss, liability or cost which that
Finance Party (in its absolute discretion) determines will be or has been
(directly or indirectly) suffered for or on account of Tax by that Finance
Party in respect of a Senior Finance Document.  (b)Paragraph (a) above shall not apply:  (i)with respect to any Tax assessed on a Finance
Party under the laws of the jurisdiction in which:  (A)that
Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions)
in which that Finance Party is treated as resident for Tax purposes; or  (B)that
Finance Partys Lending 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 overall net income received or receivable by
that Finance Party.  Any sum deemed to
be received or receivable, including, for the avoidance of doubt, any amount
treated as income but not actually received by the Finance Party (such as a Tax
Deduction), is not income received or receivable for this purpose; or  (ii)if and to the extent that a loss, liability or
cost is compensated for by an increased payment pursuant to Clause 16.3 (Tax Gross-Up)  (c)A Finance Party making, or intending to make, a
claim under paragraph (a) above shall promptly notify the Agent of the event
which will give, or has given, rise to the claim, following which the Agent
shall notify the Obligors Agent.  (d)A Finance Party shall, on receiving a payment
from an Obligor under paragraph (a) above, notify the Agent.  (e)Notwithstanding the foregoing provisions of
this Clause 16:  (i)no Finance Party shall be entitled to make any
claim under this Clause 16.4 in respect of losses or costs if the Finance Party
does not notify the Agent of its intention to claim pursuant to this Clause
16.4 within ninety days after the date on which that Finance Party or its
Holding Company becomes aware of the relevant losses or costs; and  (ii)no Finance Party shall be entitled to make any
claim pursuant to Clause 16.4 in respect of any losses or costs on any date
falling later than nine months after the discharge of all obligations and
liabilities of the Obligors hereunder and termination of this Agreement.  61 
   16.5Tax Credits: 
If an Obligor makes a Tax Payment and the relevant Finance Party
determines, in its sole opinion (acting reasonably), that it has obtained,
utilised and retained a Tax Credit which is attributable to that Tax Payment,
that Finance Party shall pay to the relevant Obligor such amount as that
Finance Party determines, in its sole opinion (acting reasonably), to be
attributable to the relevant Tax Payment and as will leave that 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 that Obligor.  16.6Filings: 
A Treaty Lender and each Obligor which makes a payment to which that
Treaty Lender is entitled shall cooperate in a timely manner in filing such
forms and documents and completing such procedural formalities as may be
required by the appropriate Tax authority for such Obligor to obtain
authorisation to make that payment without having to make a Tax Deduction.  16.7Stamp Taxes: 
The Parent shall, or shall procure that an Obligor shall pay and, within
three Business Days of demand by the Agent, indemnify each Finance Party
against any cost, loss or liability that Finance Party incurs in relation to
any stamp duty, stamp duty reserve, documentary, registration and any other
similar Tax payable in connection with or in relation to any Senior Finance
Document.  16.8VAT:  (a)All fees and other consideration expressed to
be payable under a Senior Finance Document by any party to a Finance Party shall
be deemed to be exclusive of any VAT. 
If VAT is chargeable on any supply made by any Finance Party to any
party in connection with a Senior Finance Document, that party shall pay to the
Finance Party (in addition to and at the same time as paying the consideration
for that supply) an amount equal to the amount of the VAT.  (b)Where a Senior Finance Document requires any
party to reimburse a Finance Party for any costs or expenses, that party shall
also at the same time pay and indemnify the Finance Party against any VAT
incurred by the Finance Party in respect of the costs or expenses to the extent
that the Finance Party determines in its sole discretion (acting reasonably)
that it is not entitled to credit for or repayment of the VAT.  16.9Delay in Payment: 
Regentrealm will on demand indemnify each of the Finance Parties from
and against any losses or liabilities which they incur as a result of any delay
or omission by the Obligors to so pay any duties, fees, expenses or Tax.  17.CHANGE IN CIRCUMSTANCES  17.1Increased Costs:  (a)Subject to paragraph (c) (Exceptions) below, the
Parent shall, within three Business Days of a demand by the Agent, pay or
procure payment for the account of a Finance Party of the amount of any
Increased Costs incurred by that Finance Party or any of its affiliates as a
result of:  (i)the introduction of or any change in (or change
in the interpretation, administration or application of) any law or regulation;
or  (ii)compliance with any law or regulation made
after the 2003 Effective Date.  In this Agreement Increased Cost means:  (A)a
reduction in the rate of return under a Senior Finance Document or on the
overall capital of a Finance Party or any of its affiliates;  62 
   (B)an
additional or increased cost; or  (C)a
reduction of any amount due and payable under any Senior Finance Document,  which is incurred or suffered by a Finance Party or
any of its affiliates to the extent that it is attributable to that Finance Party
or affiliate having entered into any Commitment or funding or performing its
obligations under any Senior Finance Document.  (b)Increased Costs Claims:  (i)A Finance Party intending to make a claim for
any Increased Costs shall notify the Agent of the event giving rise to the
claim following which the Agent shall promptly notify the Obligors Agent.  (ii)Each Finance Party shall, as soon as
practicable after a demand by the Agent, provide a certificate confirming the
amount of its Increased Costs claim and specifying reasonable details.  (c)Exceptions: 
Paragraph (a) (Increased Costs) shall not apply to the
extent that any Increased Cost is:  (i)attributable to a Tax Deduction required by law
to be made by an Obligor; or  (ii)compensated for under Clause 16.4 (Tax
Indemnity) or would have been so compensated but was not so
compensated solely because one or more of the exclusions contained in paragraph
(b) of Clause 16.4 (Tax Indemnity) applied;  (iii)compensated for by the payment of the Mandatory
Cost; or  (iv)attributable to the wilful breach by the
relevant Finance Party or its affiliates of any law or regulation.  17.2Illegality:  (a)If it is or becomes unlawful in any applicable
jurisdiction for any Finance Party to perform any of its obligations
contemplated by this Agreement or to fund or maintain its participation in any
Utilisation.  (i)that Finance Party shall promptly give notice
to the Agent upon becoming aware of that event;  (ii)upon the Agent notifying the Obligors Agent,
the Commitments of that Finance Party will be immediately cancelled; and  (iii)each Borrower shall, subject to Clause 14.11 (Replacement
of a Lender), repay or prepay that Finance Partys participation (if
any) in each Utilisation made to that Borrower and any Ancillary Outstandings
under any Ancillary Facilities provided by such Lender together, in each case
with such interest or other amounts as may then be due from such Borrower to
that Lender under the Senior Finance Documents.  (b)Any payment required in respect of a Lenders
share in an Advance pursuant to paragraph (a) shall be made on the last day of
the Interest Period for such Advance that is current when the Agent notifies
the Obligors Agent of the illegality or, in the case of a prepayment in respect  63 
   of a Lenders
participation in any Letter of Credit or Lender Guarantee, whether in the form
of the provision of cash cover or otherwise, on or before the fifth Business
Day following the relevant notice of illegality or, in either case, if earlier,
the date specified by the relevant Lender in the relevant notice of illegality
(being no earlier than the last day of any applicable grace period permitted by
law for compliance with the relevant law or regulation).  17.3Mitigation:  (a)Mitigation: 
Each Finance Party shall, in consultation with the Obligors Agent, take
all reasonable steps to mitigate any circumstances which arise and which result
or would result in any amount becoming payable under or pursuant to, or
cancelled pursuant to, any of Clause 16 (Taxes) or Clause 17.1 (Increased
Costs) or Clause 17.2 (Illegality) or paragraph 3 of
Schedule 13 (Mandatory Costs Formulae), including (but not limited to)
changing its Lending Office or transferring its rights and obligations under
the Senior Finance Documents to an affiliate or other financial institution
acceptable to the Agent and the Obligors Agent and willing to participate in
the relevant Facilities pursuant to Clause 32.2 (Assignments and Transfers by the
Lenders).  This paragraph
does not in any way limit the obligations of the Obligors under the Senior
Finance Documents.  (b)Limitation on Liability:  (i)The Parent shall, and shall procure that
Obligors shall, indemnify each Finance Party for all costs and expenses
reasonably incurred by that Finance Party as a result of any step taken by it
under paragraph (a) above.  (ii)A Finance Party is not obliged to take any step
under paragraph (a) above if, in the opinion of that Finance Party (acting
reasonably), to do so might be prejudicial to it.  17.4Issuing Lender: 
References to any Lender in Clause 16 (Taxes),
Clause 17.1 (Increased Costs),
Clause 17.2 (Illegality) and
Clause 17.3 (Mitigation) shall
include any Lender in its capacity as an Issuing Lender.  18.FEES, EXPENSES AND STAMP
DUTIES  18.1Commitment Fee:  (a)Regentrealm will pay to the Agent for the
account of the Revolving Facility Lenders commitment commission of 0.6875% per
annum on the daily, undrawn, uncancelled amount of the Total Revolving Facility
Commitments from the 2003 Effective Date quarterly in arrears on 31 March, 30
June, 30 September and 31 December in each year and on the Expiry
Date or any earlier date on which the Revolving Facility Commitments are reduced
to zero.  (b)The commitment fees payable under this
Clause 18.1 will each accrue from day to day and will be calculated on the
basis of a 365 day year and the actual number of days elapsed.  18.2Arrangement and Other Fee: 
The Parent will, or will procure that Regentrealm will, pay to the
Arranger on the dates specified therein, certain fees and expenses specified in
the Fees Letter.  18.3Agency Fee: 
The Parent will, or will procure that Regentrealm will, pay to the Agent
for its own account an agency fee at the times and otherwise in accordance with
the terms of the Fees Letter.  18.4Letter of Credit/Lender
Guarantee Commission:  Each Borrower for whose account a Letter of
Credit or Lender Guarantee is issued shall pay to each Lender a commission at a
rate equal to the Margin for the Revolving Facility on that Lenders Contingent
Liability from day to day in relation to  64 
   that Letter of
Credit or Lender Guarantee.  That
commission shall be payable quarterly in arrears for so long as that Lender has
any such Contingent Liability and on the date on which it ceases to have any
such Contingent Liability.  18.5Issuing Lender Fee: 
Each Borrower for whose account a Letter of Credit or Lender Guarantee
is issued shall pay to the Issuing Lender which issued that Letter of Credit or
Lender Guarantee a fee of 0.125% per annum on the Contingent Liability of such
Issuing Lender from day to day in relation to that Letter of Credit or Lender
Guarantee (excluding the proportion of such liability not counter-indemnified
or guaranteed by other Lenders).  That
fee shall be payable quarterly in arrears for so long as such Issuing Lender
has any such Contingent Liability and on the date on which it ceases to have
any such Contingent Liability.  18.6Initial Expenses: 
The Obligors Agent will on demand, made at any time on or after the
Unconditional Date, pay and reimburse, or procure payment and reimbursement, to
the Agent, the Security Agent and the Arranger, on the basis of a full
indemnity, all reasonable costs and expenses (including reasonable legal and
other professional fees, other out-of-pocket expenses (including, without
limitation, the costs and expenses incurred by the Arranger in respect of due
diligence investigations carried out by them in respect of the UB Holdings
Group and any VAT or other similar tax thereon) incurred by any of them in
connection with:  (a)the negotiation, preparation, execution and
completion of each of the Senior Finance Documents (excluding any Transfer
Certificate entered into other than in relation to the Fourth Supplemental
Agreement) and all documents, matters and things referred to in the Senior
Finance Documents (excluding any Transfer Certificate entered into other than
in relation to the Fourth Supplemental Agreement) or incidental to any of the
Senior Finance Documents (excluding any Transfer Certificate entered into other
than in relation to the Fourth Supplemental Agreement);  (b)any variation, amendment, restatement, waiver,
consent or suspension of rights (or any proposal for any of the same) relating
to any of the Senior Finance Documents (and documents, matters or things
referred to therein); and  (c)the investigation of any Event of Default or
any Potential Event of Default.  18.7Syndication Expenses: 
Regentrealm will on demand pay and reimburse, or procure payment and
reimbursement, to the Sole Book Runner and the Arranger, on the basis of a full
indemnity, all reasonable out-of-pocket costs and expenses incurred by the Sole
Book Runner and the Arranger (and any VAT or other similar tax thereon) in
connection with the 2003 Syndication.  18.8Enforcement Expenses: 
Regentrealm will on demand pay and reimburse, or procure payment and
reimbursement, to each Finance Party, on the basis of a full indemnity, all
costs and expenses (including legal and other professional fees, other than out
of pocket expenses and any VAT or other similar tax thereon) incurred by such
Finance Party in connection with the preservation, enforcement or the attempted
preservation or enforcement of any of such Finance Partys rights under any of
the Senior Finance Documents (and documents referred to therein).  18.9Calculation and Payment:  (a)All fees payable under this Agreement shall
accrue on a daily basis and shall be calculated by reference to a 365 day year,
in the case of Sterling, and a 360 day year, in the case of other currencies.  65 
   (b)All fees in relation to a Letter of Credit or
Lender Guarantee shall be paid in the currency in which that Letter of Credit
or Lender Guarantee is denominated.  19.GUARANTEE AND
ADDITIONAL GUARANTORS  19.1Guarantee: 
In consideration of the Finance Parties entering into the Senior Finance
Documents and making the Facilities available, each Guarantor irrevocably and
unconditionally:  (a)guarantees to each Finance Party as principal
obligor the due and punctual payment by each other Obligor of all indebtedness
owed or owing by each such Obligor under or in connection with the Senior
Finance Documents as and when it becomes due;  (b)guarantees to each Finance Party as principal
obligor the due and punctual performance by each other Obligor of all such
Obligors other obligations under the Senior Finance Documents;  (c)undertakes with each Finance Party that if any
other Obligor fails to pay any of the indebtedness referred to in
Clause 19.1(a) above on its due date it will pay such sum to the Agent on
demand; and  (d)undertakes to indemnify each Finance Party on demand
against all losses, damages, costs and expenses incurred by such Finance Party
arising from any failure by any other Obligor to comply with any of its
obligations under any of the Senior Finance Documents.  19.2Further Guarantee Provisions: 
The guarantees, undertakings and indemnities given in Clause 19.1 (Guarantee) above:  (a)are given subject to, and with the benefit of
the provisions set out in Schedule 7 (Guarantee Provisions) and, in relation to
any Guarantor becoming a party to this Agreement by execution of an Accession
Document, the limitations contained in the Accession Document pursuant to which
it became a Guarantor hereunder;  (b)are given on a joint and several basis; and  (c)are to be a continuing security notwithstanding
any intermediate payment or settlement of account or other matter or thing
whatsoever (in particular, but without limitation, the intermediate
satisfaction of the whole or any part of the indebtedness referred to in
Clause 19.1 (Guarantee) above);  19.3Guarantors:  The Obligors Agent may request that any of its wholly-owned
Subsidiaries become an Additional Guarantor. 
Subject to the Security/Guarantee Principles, the Obligors Agent will
procure that (unless the Obligors Agent receives written notice from the Agent
(acting on the instructions of the Majority Lenders) that such member of the
Group is not required to become a Guarantor pursuant to this Clause 19.3):  (a)any member of the Group which is a Material
Group Company shall within 10 Business Days after becoming or being
declared a Material Group Company; or  (b)any member of the Group which is required to
become an Additional Guarantor shall on the date on which it is required to
become an Additional Guarantor pursuant to Clause 19.6 (Security/Guarantee Coverage),  become an Additional Guarantor.  66 
   19.4Accession Formalities: 
A Subsidiary that is to become an Additional Guarantor shall do so as
soon as:  (a)the Obligors Agent and the relevant Group Company
have duly completed, executed and delivered to the Agent an Accession Document
designating the relevant Group Company as an Additional Guarantor; and  (b)the Agent has received the documents and other
evidence listed in Schedule 3 in respect of the relevant Additional
Guarantor, if such Additional Guarantor is incorporated under the laws of
England and Wales and, if not, the equivalent in the relevant jurisdiction of
incorporation of the relevant Additional Guarantor, each in a form satisfactory
to the Agent.  19.5Further assurance: 
Subject to the Security/Guarantee Principles in respect of jurisdictions
other than England, Wales and Scotland, the Parent shall procure that the
constitutional documents of any acceding Guarantor are amended to the extent
required or necessary under the laws of the relevant jurisdiction in order for
such Guarantor lawfully to give a guarantee in favour of the Finance Parties in
the terms set out in this Agreement.  19.6Security/Guarantee Coverage: 
If the level of aggregate gross assets, EBIT or turnover of Subsidiaries
which are not Guarantors exceeds 12% of the consolidated gross assets,
Consolidated EBIT or turnover of the Group the Parent shall, within 10 Business
Days after becoming aware that such limit has been exceeded, procure that
sufficient of its wholly-owned Subsidiaries become Additional Guarantors in
accordance with this Agreement to reduce that level to 12% or less.  If and for so long as at any time the 12%
level is exceeded the Agent may declare any Subsidiary (other than a Dormant
Company) to be a Material Group Company and require it to become a Guarantor.  19.7Portuguese Guarantee: 
Subject to the Security/Guarantee Principles, upon completion of the
Portuguese Acquisition the Parent shall procure that the Portuguese Target has
duly completed, executed and delivered to the Agent an Accession Document
designating the Portuguese Target as an Additional Guarantor; provided that if
such Accession Document would be rendered ineffective, illegal or unenforceable
by the Portuguese Merger, such Accession Document shall be duly completed,
executed and delivered on the date that is the earlier of such Portuguese
Merger and sixty days after the completion of the Portuguese Acquisition, by
either the surviving entity of such Portuguese Merger or, if such Portuguese
Merger has not occurred, the Portuguese Target.  20.SECURITY AND RELEASES  20.1Further Security: 
If a Subsidiary:  (a)is or becomes a Material Group Company or is
required to become or becomes an Additional Guarantor after the 2003 Effective
Date; or  (b)is formed or acquired after the 2003 Effective
Date (having obtained all appropriate consents and authorisations under the
Senior Finance Documents) and is incorporated under the laws of England and Wales
or Scotland and is not a Dormant Company,  then as soon as reasonably practicable after, and in
any event within ten Business Days of, the date it becomes or is declared
to be a Material Group Company or is required to become or becomes an
Additional Guarantor or, as appropriate, the date of its formation or
acquisition (unless the Obligors Agent receives written notice from the Agent
(acting on the instructions of the Majority Lenders) that such Subsidiary is
not required to grant security pursuant to this Clause 20.1) the Parent
shall procure that:  67 
   (i)subject to the Security/Guarantee Principles,
such Subsidiary will execute security in the form required by the Agent in
favour of the Security Agent for the benefit of the Finance Parties
substantially on the same terms as those contained in the Security Documents in
existence on the 2003 Effective Date;  (ii)subject to the Security/Guarantee Principles,
such Subsidiary will execute an accession deed to the Intercreditor Deed; and  (iii)subject to the Security/Guarantee Principles,
the immediate Holding Company of such Subsidiary will (if it has not already
done so) execute a Security Document in favour of the Security Agent for the
benefit of the Lenders over the entire issued share capital of such Subsidiary
as security for all Financial Indebtedness under the Senior Finance Documents.  The Parent shall procure that such evidence as the
Agent shall require on the due execution of the above documents is provided to
the Agent together with a legal opinion satisfactory to the Agent.  If any Utilisation of the Revolving Facility
has been used to acquire the shares in Subsidiary which is required to give
security or a guarantee under Clause 19 (Guarantee and Additional Guarantors) or
Clause 20 (Security
and Releases) the relevant Utilisation will remain separate from and
will not be consolidated with any other Utilisation.  20.2Release of Security: 
If a Group Company shall dispose of any asset (including shares in any
other Group Company) and such disposal is permitted by the terms of the Senior
Finance Documents or is otherwise consented to pursuant to the terms of the
Senior Finance Documents or results from a Permitted Liquidation then the
Security Agent shall (and is hereby authorised by the Finance Parties so to do)
execute such documents effecting the release of such asset from the security
created in favour of the Finance Parties as shall be required to allow the
disposal and/or winding up to take place.  20.3Release of Guarantors:  (a)If:  (i)all of the shares in a Group Company which is a
Guarantor are disposed of and such disposal is permitted by the terms of the
Senior Finance Documents or consented to pursuant to the terms of the Senior
Finance Documents and, as a result, the Guarantor ceases to be a member of the
Group; or  (ii)the Guarantor is liquidated pursuant to a
Permitted Liquidation or ceases to exist following a Permitted Merger where the
merged entity will be a Guarantor and grant security equivalent to that
provided by the merging Guarantor; or  (iii)the Majority Lenders agree that such Group
Company need not continue to be a Guarantor the following sentence shall apply.  (b)In the circumstances specified in paragraph
(a), the Agent and the Security Agent shall (and are hereby authorised by the
Finance Parties) to execute such documents as may be necessary to release such
Guarantor from all past, present and future liabilities (including rights of
contribution) under the Senior Finance Documents and all existing Guarantors
hereby consent to such release and confirm that their respective liabilities as
Guarantor shall not be discharged or otherwise affected as a consequence of
such release.  20.4Spanish Security: 
If an Event of Default is continuing each of the Group Companies
incorporated under the law of Spain which has entered into a Security Document
which is listed in paragraphs 25-28  68 
   of
Schedule 14 will, at the request of the Security Agent, enter into one or
more notarial deeds (escritura publica) in form and substance satisfactory to
the Security Agent in respect of such Security Document and take all other
action reasonably required by the Security Agent to ensure that the Security
Interests created by such Security Documents (including such notarial deeds
(escitura publica)) are legal, valid and binding and, subject to the
Reservations enforceable, and fully protected in accordance with Spanish law.  20.5Portuguese Security: 
Subject to the Security/Guarantee Principles, upon completion of the
Portuguese Acquisition, the Parent shall procure that:  (a)United Biscuits Iberia, S.L. shall execute a
Security Document in favour of the Security Agent for the benefit of the
Lenders over the entire issued share capital of the Portuguese Target as
security for all Financial Indebtedness under the Senior Finance Documents;  (b)the Portuguese Target shall execute an
accession deed to the Intercreditor Deed; and  (c)such evidence as the Agent shall require on the
due execution of the above documents is provided to the Agent together with a
legal opinion satisfactory to the Agent (acting reasonably),  provided that to the extent such Security Document and
such accession deed to the Intercreditor Deed would be rendered ineffective,
illegal or unenforceable by the Portuguese Merger, such Security Document and
such accession deed to the Intercreditor Deed shall be duly completed, executed
and delivered on the date that is the earlier of such Portuguese Merger and
sixty days after the completion of the Portuguese Acquisition, by United
Biscuits Iberia, S.L. and by the surviving entity of such Portuguese Merger (or
if such Portuguese Merger has not occurred, by the Portuguese Target),
respectively.  21.REPRESENTATIONS AND
WARRANTIES  21.1Reliance: 
Each Obligor acknowledges that each Finance Party has entered into this
Agreement and the other Senior Finance Documents, and each Finance Party has
agreed to provide the Facilities, in full reliance on representations by the
Obligors in the terms set out in the following provisions of this
Clause 21 and each Obligor represents and warrants to each Finance Party
in those terms.  21.2Representations and Warranties: 
Each Obligor represents and warrants to each of the Finance Parties
that:  (a)Incorporation/Status: 
It, and each of its Subsidiaries, is duly incorporated and validly
existing with limited liability under the laws of the place of its
incorporation and has the power to own its assets and carry on its business as
it is now being and will be conducted and is capable of being sued in its own
right and is not subject to any immunity from any proceedings;  (b)Power: 
It has power to enter into, exercise its rights, and perform and comply
with its obligations under, each of the Transaction Documents to which it is
party and to carry out the transactions contemplated by such Transaction
Documents;  69 
   (c)Authority: 
All actions, conditions and things required to be taken, fulfilled and
done by it in order:  (i)to enable it to enter into, exercise its
rights, and perform and comply with its obligations, under the Transaction
Documents to which it is party and to carry out the transactions contemplated
by such Transaction Documents; and  (ii)subject to the Reservations, to ensure that
those obligations are valid, legally binding and enforceable; and  (iii)to make each of the Transaction Documents to
which it is party admissible in evidence in the courts of the jurisdiction to
which it has submitted in such Transaction Document (save for any filings or
registrations required in relation to the security constituted by the Security
Documents which filings or registrations will be made promptly after execution
of the relevant documents and in any event within applicable time limits); and  (iv)to create the security constituted by the
Security Documents to which it is party and subject to the Reservations to
ensure that such security has the ranking specified therein,  have been taken, fulfilled and done;  (d)Consents and Compliance with
laws:  All consents and filings required:  (i)for its entry into, exercise of its rights, and
performance and compliance with its obligations under, each of the Transaction
Documents to which it is party;  (ii)for it to carry out the transactions
contemplated by the Transaction Documents; and  (iii)in connection with the making of the Offer  have, in each case, been obtained or made and are in
full force and effect (save for any filings or registrations required in
relation to the security constituted by the Security Documents which filings or
registrations will be made promptly after execution of the relevant documents
and in any event within applicable time limits) and it and each of its
Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, any and all agencies of
each of their respective jurisdictions of incorporation or operation where
failure to so comply might reasonably be expected to be materially adverse to
the interests of the Finance Parties under the Senior Finance Documents;  (e)Non-Conflict: 
Its entry into, exercise of its rights under and performance and
compliance with its obligations under, each of the Transaction Documents to
which it is party and the carrying out of the transactions contemplated by the
Transaction Documents do not:  (i)contravene any law, directive, judgment or
order to which it or any of its Subsidiaries is subject;  (ii)contravene its memorandum or articles of
association or other constitutional documents;  (iii)breach in any material respect any agreement or
the terms of any consent to which it or any of its Subsidiaries is a party or
which is binding upon it or any of its Subsidiaries or any of its or their
respective assets;  70 
   (iv)oblige it, or any of its Subsidiaries, to
create any security or result in the creation of any security over its or their
respective assets other than under the Security Documents;  (f)Obligations Binding: 
Its obligations under the Transaction Documents to which it is a party
are valid, legally binding and, subject to the Reservations, enforceable and
each of the Security Documents to which it is party constitutes valid security
(save for any filings or registrations required in relation to the security
constituted by the Security Documents which filings or registrations will be
made promptly after execution of the relevant documents and in any event within
applicable time limits);  (g)Labour Disputes: 
There are no labour disputes current or pending which could reasonably
be expected to have a Material Adverse Effect;  (h)Assets:  (i)All shares which it purports to charge pursuant
to any Security Document have been duly and validly issued and are fully paid
and non-assessable and are not subject to any option to purchase or similar
rights and, in the case of shares in any member of the Group, represent all the
issued share capital of such relevant member of the Group;  (ii)it and/or its Subsidiaries have, good title to
or valid leases or licences of or otherwise be entitled to use all material
assets necessary to conduct the Business;  (i)Consents, licences and filings: 
All consents, licences and filings necessary for the carrying on of the
Business substantially as presently conducted have been obtained or effected
and are in full force and effect where failure to obtain or effect the same
could reasonably be expected to have a Material Adverse Effect;  (j)Accounts:  (i)The audited consolidated financial statements
(together with the notes thereto) most recently delivered pursuant to
Clause 22.8(d) (Financial Statements):  (A)give a
true and fair view of its financial position or, in the case of consolidated
financial statements, the financial position of it and its Subsidiaries as at
the date to which they were prepared and for the Financial Year then ended; and  (B)were
prepared in accordance with Approved Accounting Principles;  (ii)The consolidated management accounts for an
Accounting Quarter or Accounting Period most recently delivered pursuant to
Clauses 22.8(d)(ii) and 22.8(d)(iii) (Financial Statements):  (A)reasonably
represent the financial position of it or, in the case of consolidated
accounts, it and its Subsidiaries as at the date to which they were prepared
and for the Accounting Quarter or Accounting Period (as the case may be) then
ended; and  (B)were
prepared on a basis substantially in accordance with Approved Accounting
Principles within the reasonable parameters which may be expected of management
accounts not the subject of audit procedures;  71 
   (k)Tax Liabilities:  (i)No claims are being asserted against it or any
member of the Group with respect to Tax which might reasonably be expected to
be determined adversely to it or to such member of the Group and which, if so
adversely determined, could reasonably be expected to have a Material Adverse
Effect;  (ii)All reports and returns on which Tax is
required to be shown have been filed punctually (or within any applicable time
limits) and all Tax required to be paid has been paid when due (or otherwise
within any applicable time limit) except where failure to make such filing or
payment could not reasonably be expected to have a Material Adverse Effect;  (l)Environmental Warranties:  (i)It, and each of its Subsidiaries is, and has at
all times been, in compliance with all applicable Environmental Laws and all
Environmental Approvals necessary in connection with the ownership and
operation of its business are in full force and effect, in each case where such
non-compliance or non-efficacy could reasonably be expected to have a Material
Adverse Effect;  (ii)There are no circumstances which might
reasonably be expected to prevent or interfere with it or any of its
Subsidiaries being in compliance with applicable Environmental Laws where such
non-compliance could reasonably be expected to have a Material Adverse Effect;  (m)Payment Source: 
Any payments made to or for the account of any of the Finance Parties
under any of the Senior Finance Documents (whether of principal, interest or
any other sum due) by an Obligor have been or will be made from a lawful
payment source in accordance with the laws of the relevant jurisdiction;  (n)Trading Activity: 
Neither the Parent, UBF, Regentrealm, Finalrealm, Runecorp, Solvecorp,
Deluxestar nor Burlington Cayman has undertaken any trading or other activity
or incurred any obligations other than in respect of the Transaction Documents,
the 2003 Closing Costs, the 2004 Transaction Costs, the Restructuring Costs or
Transaction Costs (which are no longer outstanding);  (o)Material Adverse Change: 
Since 31 December, 2002 there has been no development or event which has
had, or could reasonably be expected to have a Material Adverse Effect;  (p)Winding-up: 
Except for any Permitted Liquidation, no administrator, examiner,
receiver, liquidator or similar officer has been appointed with respect to it
or any of its Subsidiaries or its or any of their respective assets nor is any
petition or proceeding for any such appointment pending nor, as far as it is
aware, has any resolution for any such appointment been passed;  (q)No Defaults:  (i)No Event of Default or Potential Event of
Default has occurred and is continuing unremedied or unwaived;  (ii)So far as it is aware after reasonable enquiry
no event has occurred and is continuing unremedied or unwaived which
constitutes a default under any agreement or  72 
   document to
which it or any of its Subsidiaries is party and which could reasonably be
expected to have a Material Adverse Effect;  (r)Litigation: 
No litigation, arbitration, administrative, regulatory or similar
proceeding is current, pending or, to its knowledge, threatened against any
member of the Group:  (i)to restrain its entry into, exercise of its
rights under and performance and compliance with its obligations under, or the
enforcement of, any of the Transaction Documents or the carrying out of the
transactions contemplated by the Transaction Documents; or  (ii)which could reasonably be expected to have a
Material Adverse Effect;  (s)No Security Interests/Guarantees:  (i)No Security Interest (or agreement to create
the same) exists on or over its or any of its Subsidiaries present or future
revenues, undertakings or assets other than a Permitted Security Interest;  (ii)Neither it nor any of its Subsidiaries has
granted or agreed to grant any guarantee other than a Permitted Guarantee;  (t)Reports:  (i)So far as the Parent is aware, after due and
careful review of the Reports none of the factual matters contained in the
Reports are misleading in any material respect nor do the Reports omit to
disclose any matter where failure to disclose such matter would result in the
Reports being misleading in any material respect;  (ii)So far as it is aware, nothing has occurred or
come to light since the date of the Reports which renders any material facts
contained in the Reports inaccurate or misleading in any material respect;  (u)Original Audited Accounts: 
The Original Audited Accounts were prepared in accordance with UK GAAP
consistently applied and give a true and fair view of the results of the
operations of the UB Holdings Group as a whole and each member of the UB
Holdings Group (as the case may be) for the period to which they relate and the
state of the affairs of the UB Holdings Group as a whole and the members of the
UB Holdings Group (as the case may be) at the end of such period and, in
particular, disclose or reserve against all liabilities (actual or contingent)
of the UB Holdings Group as a whole and the members of the UB Holdings Group (as
the case may be) to the extent required to comply with UK GAAP, in each case
where failure to do so might reasonably be expected to result in a Material
Adverse Effect;  (v)Material Intellectual Property: 
The Material Intellectual Property presently owned and/or used by it
and/or each other Group Company in the conduct of its business:  (i)is legally and beneficially owned by it or a
member of the Group or licensed to it or a member of the Group free from any
licences or obligation to grant any licences and free from any assignments or
obligation to grant any assignments to third parties and Security Interests
which are materially prejudicial to the use of that Material Intellectual
Property and in the case of Material Intellectual Property owned by the Group
and/or any Group Company will not be adversely affected by the transactions
contemplated by the Transaction Documents;  73 
   (ii)the members of the Group are not aware of any
fact or matter which might make any of the Material Intellectual Property
either in whole or in part, unenforceable;  (iii)comprises all Material Intellectual Property
required by it and each other Group Company to conduct their business as it is
now conducted and the use of such Intellectual Property in the conduct of their
business does not infringe any intellectual property rights of any third party
in any manner which could reasonably be expected to have a Material Adverse
Effect, and there are no claims or proceedings of any kind continuing, pending
or threatened by any third party challenging the title, validity or
enforceability of, or claiming rights under or to, any Material Intellectual
Property or alleging that the use of Material Intellectual Property in the
manner used by the Group or any Group Company infringes or conflicts with any
Intellectual Property Rights of any third party;  (iv)where it is the subject of any right,
permission to use or licence granted to or by any member of the Group, it is
not subject to any termination right of the relevant grantor if the
consequences of such termination could reasonably be expected to have a
Material Adverse Effect; and  (v)none of the Material Intellectual Property is
being or has been infringed where such infringement could reasonably be
expected to have a Material Adverse Effect;  (w)2002 Audited Accounts: 
The 2002 Audited Accounts were prepared in accordance with the UK GAAP
consistently applied and give a true and fair view of the results of the
operations of the Group as a whole and each member of the Group (as the case
may be) for the period to which they relate and the state of the affairs of the
Group as a whole and the members of the Group (as the case may be) at the end
of such period and, in particular, disclose or reserve against all liabilities
(actual or contingent) of the Group as a whole and the members of the Group (as
the case may be) to the extent required to comply with UK GAAP;  (x)Group Structure:  (i)The 2003 Structure Document accurately records
in all material respects the structure of the Group as it will be immediately
following the 2003 Effective Date and includes details of any minority
shareholdings in any member of the Group held by any person who is not a member
of the Group and details of all companies, joint ventures and partnerships in
which any member of the Group has an interest or participation;  (ii)Each of the companies identified in the 2003
Structure Document as a Dormant Company is a Dormant Company;  (y)2003 Agreed Projections:  (i)The projections and forecasts contained in the
2003 Agreed Projections are based upon assumptions which the Parent has
carefully considered and considers to be fair and reasonable;  (ii)So far as the Parent is aware, the 2003 Agreed
Projections are not misleading in any material respect and do not omit to
disclose any matter where failure to disclose such matter would result in the
Projections being misleading in any material respect;  74 
   (iii)So far as the Parent is aware, nothing has
occurred or come to light since the date as at which the 2003 Agreed
Projections were prepared which renders any of the 2003 Agreed Projections
inaccurate or misleading in any material respect; and  (iv)The year to date trading summary for Accounting
Periods 1 and 2 for the Financial Year ending 3 January 2004 (collectively
the Year to Date Trading Summary)
delivered to the Agent:  (A)reasonably
represent the trading position of the Parent and its Subsidiaries for the
period for which it is prepared and  (B)was
prepared on a basis substantially in accordance with Approved Accounting
Principles within the reasonable parameters which may be expected of management
accounts not the subject of audit procedures;  (z)2003 Syndication Information Memorandum:  (i)The statements of fact in relation to the
assets, financial condition and operations of the Business and the Group
contained in the 2003 Syndication Information Memorandum (other than the facts
set out in the shareholder and equity reserves in the 2003 inter year split
contained in the 2003 Agreed Projections) were so far as the Parent is aware
true, complete and accurate in all material respects as at the date of the 2003
Syndication Information Memorandum;  (ii)The 2003 Syndication Information Memorandum was
not misleading at the date thereof in any material respect nor did it omit to
disclose any matter failure to disclose which would result in any information
contained in the 2003 Syndication Information Memorandum being misleading in
any material respect;  (aa)2004 Agreed Projections:  (i)The projections and forecasts contained in the
2004 Agreed Projections are based upon assumptions which the Parent has
carefully considered and considers to be fair and reasonable;  (ii)So far as the Parent is aware, the 2004 Agreed
Projections are not misleading in any material respect and do not omit to
disclose any matter where failure to disclose such matter would result in the
2004 Agreed Projections being misleading in any material respect;  (iii)So far as the Parent is aware, nothing has
occurred or come to light since the date as at which the 2004 Agreed
Projections were prepared which renders any of the 2004 Agreed Projections
inaccurate or misleading in any material respect; and  (iv)The management accounts for Accounting Periods
1 through 13 for the 2003 Financial Year delivered to the Agent:  (A)reasonably
represent the trading position of the Parent and its Subsidiaries for the
period for which they were prepared; and  (B)were
prepared on a basis substantially in accordance with Approved Accounting
Principles within the reasonable parameters which may be expected of management
accounts not the subject of audit procedures;  75 
   21.3Repetition: 
The representations and warranties in Clause 21.2 (Representations and Warranties) shall
survive the execution of this Agreement and the making of each Advance
hereunder and shall be deemed repeated on the date of each Utilisation Request
and on each Utilisation Date by reference to the facts and circumstances
existing on such date provided that:  (a)the representations and warranties set out in
Clauses 21.2(n) (Trading Activity), 21.2(p) (Winding-up),
21.2(q) (No
Defaults), 21.2(r) (Litigation), 21.2(s) (No Security Interests/Guarantees),
21.2(t) (Reports),
21.2(u) (Original
Audited Accounts) and 21.2(v) (Material Intellectual Property) shall be
made on the date of this Agreement and, save as provided in paragraph (d)
below, shall only be repeated on the First Utilisation Date (if different) and
provided that the representation set out in Clause 21.2(i) (Consents,
Licences and Filings) shall, on the First Utilisation Date, be made
only by each Obligor to the extent of its knowledge;  (b)the representations and warranties set out in
Clauses 21.2(a) (Incorporation/Status), 21.2(b) (Power),
21.2(c) (Authority),
21.2(d) (Consents
and Compliance with Laws), 21.2(e) (Non-Conflict) and 21.2(f) (Obligations
Binding) shall in addition be repeated on each date on which an
Accession Document or additional Security Document is entered into;  (c)the representations and warranties set out in
Clause 21.2(z) (2003 Syndication Information Memorandum) shall be made only
on the date of the 2003 Syndication Information Memorandum and, if later, the
2003 Effective Date;  (d)the representations and warranties set out in
Clauses 21.2(a) (Incorporation/Status), 21.2(b) (Power), 21.2(c) (Authority),
21.2(d) (Consents
and Compliance with Laws), 21.2(e) (Non-Conflict), 21.2(f) (Obligations
Binding), 21.2(g) (Labour Disputes), 21.2(h) (Assets),
21.2(i) (Consents,
licences and filings), 21.2(j) (Accounts), 21.2(m) (Payment Source), 21.2(o) (Material
Adverse Change), 21.2(q) (No Defaults), 21.2(r) (Litigation),
21.2(w) (2002
Audited Accounts), 21.2(x) (Group Structure) and 21.2(y) (2003 Agreed
Projections) shall be made on 2003 Effective Date;  (e)the representations and warranties set out in
Clauses 21.2(a) (Incorporation/Status), 21.2(b) (Power), 21.2(c) (Authority),
21.2(d) (Consents
and Compliance with Laws), 21.2(e) (Non-Conflict), 21.2(f) (Obligations
Binding), 21.2(g) (Labour Disputes), 21.2(h) (Assets),
21.2(i) (Consents,
licences and filings), 21.2(j) (Accounts), 21.2(m) (Payment Source), 21.2(o) (Material
Adverse Change), 21.2(q) (No Defaults), 21.2(r) (Litigation),
21.2(w) (2002
Audited Accounts), 21.2(x) (Group Structure) and 21.2(aa) (2004 Agreed
Projections) shall be made on 2004 Effective Date;  (f)the representation and warranty set out in Clause
21.2(o) (Material
Adverse Change) shall be made, in addition, on each interest payment
date in accordance with Clause 9.3 (Payment).  22.UNDERTAKINGS  22.1Duration of Undertakings: 
The undertakings in this Clause 22 shall continue for so long as any
sum remains payable or capable of becoming payable under the Senior Finance
Documents.  22.2General Undertakings:  76 
   (a)Authorisations and Consents: 
Each Obligor will promptly obtain, maintain, comply with and renew from
time to time all consents required under any applicable law or directive to
enable it to enter into, exercise its rights, and perform its obligations under
the Transaction Documents to which it is party and to carry out the transactions
contemplated by the Transaction Documents to which it is a party and to ensure
that its obligations under the Transaction Documents to which it is party are
valid, legally binding and, subject to the Reservations, enforceable and
(subject to the Reservations) each of the Security Documents to which it is
party constitutes valid security ranking in accordance with its terms.  (b)Maintenance of status and
authorisation:  Each Obligor will, and will procure that
each of its Subsidiaries will:  (i)do all such things as are necessary to maintain
its corporate existence, save (A) in the case of any Group Company which
is not an Obligor or a Material Group Company where the failure to do such
things would not result in a Material Adverse Effect or (B) where the
relevant Group Company will cease to exist or carry on business pursuant to a
Permitted Transaction;  (ii)ensure that it has the right and is duly
qualified to conduct its business and will obtain and maintain all licences,
approvals, authorisations, consents, exemptions, and make all filings,
necessary for the conduct of such business the absence of which might
reasonably be expected to result in a Material Adverse Effect and take all
steps necessary to ensure that the same are in full force and effect and, on
request by the Agent, supply copies (certified by a director of the relevant
Obligor as true, complete and up-to-date) of any such licences, approvals,
authorisations, consents and exemptions; and  (iii)comply with all laws, regulations and directives
binding upon it and procure compliance by all of their respective officers,
employees, agents and licensees with all applicable laws, regulation and
directives where failure so to comply could reasonably be expected to have a
Material Adverse Effect.  (c)Pari-passu Ranking: 
Each Obligor will ensure that its payment obligations under each of the
Senior Finance Documents rank and will at all times rank at least pari passu in
right and priority of payment with all its other present and future unsecured and
unsubordinated indebtedness (actual or contingent) except indebtedness
preferred by any bankruptcy, insolvency, liquidation or other similar laws of
general application.  (d)Insurances:  (i)Each Obligor will, and will procure that each
of its Subsidiaries will, effect and thereafter maintain insurances at its own
expense in respect of all its assets and business of an insurable nature with
reputable insurers of good standing. 
Such insurances must:  (A)provide
cover against all risks which are normally insured against by other companies:  (1)owning or possessing similar assets; and  (2)carrying on similar businesses,  77 
   including, without limitation,
insurance against loss of profits, product liability, professional indemnity,
pollution and public liability;  (B)be in
such amounts as would in the circumstances be prudent for such companies taking
into account the size and nature of the business carried on, and the assets
owned, by such companies and the jurisdictions in which such businesses are
carried on and such assets located.  (ii)Each Obligor will, and will procure that each
of its Subsidiaries will:  (A)supply
to the Agent on request copies of each policy for insurance required to be
maintained in accordance with Clause 22.2(d)(i) above together with the
current premium receipts relating thereto;  (B)promptly
notify the Agent in writing of any material change to its insurance cover from
time to time; and  (C)promptly
notify the Agent in writing of the occurrence of any event covered by any of
its insurance policies which might reasonably be expected to result in a claim
under such policy for an amount in excess of £5,000,000.  (iii)Each Obligor will, and will procure that each
of its Subsidiaries will, use all reasonable endeavours to ensure that the
insurances referred to in Clause 22.2(d)(i) above have the interest of the
Security Agent noted on the policies.  (e)Tax: 
Each Obligor will pay when due (or within any applicable time limit), and
will procure that each of its Subsidiaries pays when due (or within any
applicable time limit), all Tax imposed upon it or any of them or any of its or
their assets, income or profits or any transactions undertaken or entered into
by it or any of them where failure to make such payment could reasonably be
expected to have a Material Adverse Effect or result in a material fine or
penalty.  (f)Financial Assistance: 
Each Obligor will, and will procure that each of its Subsidiaries will,
comply in all respects with sections 151 to 158 (inclusive) of the Companies
Act 1985 (or any similar applicable enactments in any other applicable
jurisdiction), including in relation to the execution of the Senior Finance
Documents, and the payment of amounts due under such documents, and will take
all necessary steps to ensure that UB Holdings and its subsidiaries are able to
grant security to the Security Agent securing liabilities under the Senior
Finance Documents as contemplated by the Senior Finance Documents and enter
into guarantees in favour of the Finance Parties and make inter-company loans
to facilitate the payment obligations under this Agreement.  (g)Banking Business: 
Each Obligor will, and will procure that each of its Subsidiaries will,
only maintain bank accounts with the Lenders or an Approved Bank or, in the
case of bank accounts forming part of Cash Pooling Arrangements permitted under
this Agreement, the bank which operates such arrangements.  (h)Pension Schemes: 
The Obligors will, if requested by the Agent, deliver to the Agent (i)
at such time as those reports are prepared in order to comply with then current
statutory or auditing requirements; and (ii) if the Agent reasonably believes
that any relevant statutory or auditing requirements are not being complied
with, but not more often than once a year, actuarial reports in relation to the
pension schemes for the time being operated by members of the Group and will
ensure that all such pension schemes are fully funded to the extent required  78 
   by law based
on reasonable actuarial assumptions applicable in the jurisdiction in which the
relevant pension scheme is maintained.  (i)Guilder Bond: 
Prior to the discharge of all Financial Indebtedness due under the
Guilder Bond the Parent will maintain a cash cover deposit in an interest
bearing account with the Agent in an amount equal to that required to discharge
all Financial Indebtedness due under the Guilder Bond.  (j)Financing Loan Agreements: 
The Parent and each Obligor agree that the net proceeds of each amount
borrowed by Runecorp and Regentrealm pursuant to the Senior Finance Documents
shall be immediately on-lent to Finalrealm pursuant to the Financing Loan
Agreements.  Each loan made pursuant to
this Clause shall be made pursuant to the Financing Loan Agreements, such
that each such loan is made on the basis that the interest rate applicable
under such loan is at least equal to the rate applicable to the corresponding
amount borrowed by Runecorp or Regentrealm, as appropriate, under the Senior
Finance Documents and is otherwise on matching terms as to principal and
interest payment dates and all other relevant provisions as apply under the
corresponding borrowings made by Runecorp or Regentrealm, as appropriate, under
the Senior Finance Documents.  (k)UB Investments Plc: 
The Obligors shall procure that UB Investments Plc will (i) not
incur any further obligation, liability or financial exposure of any nature to
any of its Subsidiaries nor will it commence trading activities until it has
granted Security Interests in favour of the Security Agent over all or
substantially all of its assets as security for the Facilities and
(ii) repay all third party Financial Indebtedness (other than the Sterling
Bond and the Guilder Bond) as soon as possible.  (l)Claims: 
Each Obligor shall and each Obligor shall procure that each of its
Subsidiaries shall pursue all claims which it may have under the Specified
Agreements to the extent reasonably practicable and lawful.  22.3Environmental Undertakings: 
Each Obligor will, and will procure that each of its Subsidiaries will:  (a)comply in all material respects with the terms
and conditions of all Environmental Approvals and all Environmental Laws
applicable to it where failure to comply could reasonably be expected to have a
Material Adverse Effect and will implement and act in accordance with all
procedures for compliance and monitoring of compliance and containment of
liability under any Environmental Laws as would be implemented by a prudent
owner of the Business;  (b)promptly upon receipt of the same notify the
Agent of any claim, notice or other communication served on it in respect of,
or if it becomes aware of:  (i)any suspension, revocation or material variation
of any Environmental Approval applicable to it (save where such suspension or
revocation arises by reason of and is immediately followed by the issue of an
Environmental Approval in substantially the same terms) which could reasonably
be expected to have a Material Adverse Effect or would result in the relevant
Obligor carrying on business other than in a prudent manner; or  (ii)any breach of or liability under any
Environmental Laws (including but not limited to any Release of any Hazardous
Materials required to be reported to any federal, state or local governmental
or regulatory agency under any applicable Environmental Laws) which could
reasonably be expected to result in a Material Adverse Effect; or  79 
   (iii)any breach of or liability under any
Environmental Laws which could reasonably be expected to have a Material
Adverse Effect; or  (iv)any material investment by any member of the
Group required to maintain, acquire or renew any Environmental Approval the
absence of which could reasonably be expected to have a Material Adverse
Effect; or  (v)the issue of any enforcement or prohibition or
similar notice by a regulatory authority or receipt by any member of the Group
of any complaint, demand, civil claim or enforcement proceeding which could
reasonably be expected to have a Material Adverse Effect;  (c)use reasonable endeavours to prevent any acts,
omissions, events, state of facts or circumstances occurring, continuing or
being exacerbated which could result in any third party, including any
regulatory authority taking any action or making any claim against any member
of the Group under any Environmental Laws where failure so to do could
reasonably be expected to result in a Material Adverse Effect or would result
in the relevant Obligor carrying on business other than in a prudent manner.  22.4Intellectual Property
Undertakings:  Each Obligor will, and will procure that so
far as is necessary and good practice in the ordinary course of business each
of its Subsidiaries will, at its own cost:  (a)observe and comply with all obligations and
laws to which it, in its capacity as registered proprietor, beneficial owner,
user, licensor or licensee of the Material Intellectual Property or any part thereof,
is subject where failure to comply could reasonably be expected to have a
Material Adverse Effect or a significant adverse effect on the value of any
Material Intellectual Property over which security has been granted under the
Security Documents;  (b)do, or procure the doing of all acts that are
reasonably necessary to maintain, protect and safeguard the Material
Intellectual Property;  (c)not assign, sever, dispose of or otherwise part
with control of Material Intellectual Property which is owned by the Group or
any Group Company;  (d)as and when reasonably requested by the Agent
(but no more than every three months) promptly provide the Agent with a written
summary of what it believes to be its Material Intellectual Property;  (e)notify the Agent of any infringement or alleged
infringement of any part of the Material Intellectual Property of which it
becomes aware, or any proceedings or claims against the Group or any Group
Company relating to the Material Intellectual Property of which it becomes
aware, if such infringement or alleged infringement, proceedings or claims
could reasonably be expected to have a Material Adverse Effect or a significant
adverse effect on the value of any Material Intellectual Property over which
security has been granted under the Security Documents and, following the
occurrence of an Event of Default which is continuing, allow the Agent at its
option to bring or defend any such proceedings in its own name or take or
defend any such proceedings in the Agents name; and  (f)do any acts, including, without limitation, the
commencement of any legal proceedings or other process (including the
resistance to any objection or the objection to any registration) and the
execution of any and all documents in such manner and at such location as are
necessary or desirable to perfect and enforce any of the undertakings contained
in this Clause 22.4, where failure to do so could reasonably be expected
to have a Material Adverse  80 
   Effect or a
significant adverse effect on the value of any Material Intellectual Property
over which security has been granted under the Security Documents.  22.5Management: 
Ensure that the Group has in place appropriate management and that
senior management devote the time and attention to the affairs of the Group
required by the terms of the relevant service contracts.  22.6General Restrictions:  (a)Amalgamations and Change of
Business:  (i)No Obligor will, and each Obligor will procure
that none of its Subsidiaries will enter into any amalgamation, merger,
demerger or consolidation other than pursuant to a Permitted Transaction;  (ii)The Parent will ensure that no change is made
to the general nature of the business of the Group taken as a whole from that
carried on on the 2004 Effective Date;  (b)Arms Length Transactions: 
No Obligor will, and each Obligor will procure that none of its
Subsidiaries will, enter into any arrangement or transaction other than on an
arms length terms for the purpose of its business save for:  (i)intercompany loans permitted under
Clause 22.6(i) (Loans); and  (ii)disposals of assets to Obligors permitted by
Clause 22.6(c)(iii) (Disposals);  (c)Disposals: 
No Obligor will, and each Obligor will procure that none of its
Subsidiaries will enter into a single transaction or a number of related or
unrelated transactions to sell, transfer, lease or otherwise dispose of all or
any asset or agree to do so.  The
following transactions shall not be prohibited by this Clause 22.6(c):  (i)disposals of stock in the ordinary course of
trading of the disposing entity;  (ii)the application of funds in any manner required
or permitted by this Agreement;  (iii)any disposal of assets (other than shares) by a
member of the Group to an Obligor which has entered into Security Documents
constituting Security Interests over such assets;  (iv)disposals of plant and equipment by any Group
Company:  (A)in
exchange for comparable or superior plant and equipment; or  (B)in
circumstances where an amount equivalent to the Net Proceeds is to be applied
in or committed to the purchase by the disposing Group Company of new plant and
equipment and the proceeds of such disposal are applied in or committed to the
purchase of such plant and equipment within 6 months of such disposal and
utilised in such purchase within one year;  (v)any disposal of assets which are obsolete for
the purpose for which such assets are normally utilised or which are no longer
required for the purpose of the relevant persons business or operations;  81 
   (vi)subject to compliance by the relevant Group
Company with any conditions attached to such consent, any disposal to which the
Majority Lenders have given their prior written consent;  (vii)the granting of licences of Intellectual
Property Rights (other than Material Intellectual Property) by members of the
Group to third parties on arms length terms in the ordinary course of
business;  (viii)disposals of assets (including shares) not
permitted under any other paragraph of this sub-clause (c) where the higher of
the market value of or consideration received (including any contingent or
deferred element) for all assets disposed of after the date hereof does not
exceed £40,000,000 during any Financial Year or in aggregate £100,000,000 prior
to repayment or prepayment in full of the Facilities;  (ix)disposals of assets (other than shares) in
exchange for other assets which are comparable or superior as to type, value
and quality provided that if the asset disposed of was subject to a Security
Interest under a Security Document the asset acquired will become subject to a
comparable or superior Security Interest under a Security Document;  (x)disposals of assets (other than shares) by one
Group Company which is not an Obligor to another Group Company which is not an
Obligor on arms length terms;  (xi)the disposal of the shares in Croky Chips B.V.
and/or Westimex (Belgium) S.A. at fair market value;  (xii)any disposal pursuant to a Permitted Sale and
Leaseback or Permitted Merger or pursuant to the Proposed Tax Restructuring; or  (xiii)the disposal of the pate and meat products
factory in Merida in Spain in exchange for an alternative factory in Merida,
Spain details of which have been provided to the Agent.  (d)Disposal for Full
Consideration:  Except with the prior written consent of the
Majority Lenders and for disposals referred to in Clauses 22.6(c)(i),
22.6(c)(ii), 22.6(c)(iii), 22.6(c)(iv)(A), 22.6(c)(vi), 22.6(c)(x), 22.6(c)(xii)and
22.6(c)(xiii) (Disposals), no Obligor will, and each Obligor will procure
that none of its Subsidiaries will, dispose of any assets other than where at
least 75% of the total consideration for the relevant disposal (less, in the
case of an exchange of Group assets under Clause 22.6(c)(ix), the portion
of the consideration represented by the contribution of a new asset to the
Group) is in cash payable (save in the case of disposals under
Clause 22.6(c)(vii)) within 30 days of such disposal being made;  (e)Negative Pledge: 
No Obligor will, and each Obligor will procure that none of its
Subsidiaries will, create or agree to create or permit to subsist any Security
Interest on or over the whole or any part its undertaking or assets (present or
future) except for:  (i)liens arising solely by operation of law and in
the ordinary course of its trading activities and not as a result of any
default or omission on the part of any member of the Group;  (ii)rights of set-off existing in the ordinary course
of trading activities between any member of the Group and its respective
suppliers or customers;  82 
   (iii)rights of set-off arising by operation of law
or by contract by virtue of the provision to any member of the Group of
clearing bank facilities or overdraft facilities or Cash Pooling Arrangements
permitted under this Agreement;  (iv)Security Interests arising under retention of
title arrangements arising under provisions in a suppliers standard conditions
of supply in respect of goods supplied to members of the Group in the ordinary
course of trading;  (v)Security Interests arising under the Security
Documents;  (vi)Security Interests over an asset, or over an
asset owned by a company, acquired by a Group Company where the Security
Interests existed prior to such acquisition if:  (A)the
Security Interests were not created in contemplation of such acquisition and
remain confined to such asset;  (B)the
principal amount secured has not increased in contemplation of or since the
date of such acquisition; and  (C)such
Security Interests are released within 60 days of such acquisition;  (vii)any Security Interest to which the Majority
Lenders shall have given their prior written consent;  (viii)Security Interests created by or permitted to
subsist by any Group Company which are not permitted under any other
sub-paragraph of this paragraph (e) (except Security Interests over shares)
securing indebtedness which does not at any time exceed £10,000,000 in
aggregate for the Group;  (ix)any Security Interests comprising a netting or
set-off arrangement entered into under a derivative transaction permitted under
this Agreement where the obligations of the parties are calculated by reference
to net exposure under the relevant agreement (but not any netting or set-off
relating to such agreement in respect of any cash collateral or other Security
Interest save as permitted by this Agreement); or  (x)Security Interests created or existing over any
asset the subject of a lease permitted under this Agreement to the extent that
the relevant lease agreement could be construed as creating a Security
Interest;  (f)Sale and Leaseback; Factoring: 
No Obligor will, and each Obligor will procure that none of its Subsidiaries
will:  (i)sell or otherwise dispose of any asset on terms
whereby such asset is or may be leased to or re-acquired or acquired by it or
any other member of the Group other than pursuant to a Permitted Sale and
Leaseback; or  (ii)sell or otherwise dispose of any receivable
other than under a non-recourse receivables discounting agreement,  in each case save where the accumulative aggregate
value of such assets or receivables does not exceed £10,000,000;  83 
   (g)Indebtedness: 
No Obligor will, and each Obligor will procure that none of its
Subsidiaries will, incur or agree to incur or permit to subsist any Financial
Indebtedness other than Permitted Indebtedness.  For this purpose, Permitted
Indebtedness means:  (i)Financial Indebtedness arising under the Senior
Finance Documents and the Equity Documents;  (ii)Financial Indebtedness permitted by
Clauses 22.6(h) (Guarantees), 22.6(i) (Loans), 22.6(j) (Leasing
Arrangements) and 22.6(k) (Hedging Transactions) and Permitted
Treasury Transactions;  (iii)unsecured (other than by way of a right of
set-off arising by operation of law or by contract) overdraft and working
capital facilities supported by a Letter of Credit or Lender Guarantee issued
under the Revolving Facility in an amount equal to the maximum principal amount
of such contingent instruments;  (iv)other Financial Indebtedness at any time
outstanding not to exceed an aggregate amount of £30,000,000 (or its Other
Currency Equivalent);  (v)Financial Indebtedness:  (A)owed by
one Obligor which has not entered into Security Documents creating Security
Interests over its assets in favour of the Security Agent to another Obligor
which has not entered into Security Documents creating Security Interests over
its assets in favour of the Security Agent;  (B)owed
by one Obligor which has entered into Security Documents creating Security
Interests over part, all or substantially all of its assets in favour of the
Security Agent to another Obligor whether or not such other Obligor has entered
into Security Documents creating Security Interests over part, all or
substantially all of its assets in favour of the Security Agent; and  (C)owed
by one Obligor which has not entered into Security Documents creating Security
Interests over its assets in favour of the Security Agent to another Obligor
which has entered into Security Documents creating Security Interests over
part, all or substantially all of its assets in favour of the Security Agent,
provided that, for purposes of this clause (C), the total of all such Financial
Indebtedness owed by such Obligors to Obligors which have entered into such
Security Documents shall not exceed at any time an aggregate amount of
£75,000,000;  (vi)Financial Indebtedness owed by one Group
Company which is not an Obligor to another Group Company which is not an
Obligor;  (vii)Financial Indebtedness owed by any Obligor to
any Group Company which is not an Obligor provided that the relevant debtor and
creditor Group Companies have complied with the requirements to accede to the
Intercreditor Deed under Clause 27.8 thereof treating a loan or series of loans
between Group Companies as material for this purpose if the principal amount
of such loan exceeds £20,000,000 (or the equivalent in the currency of
denomination of such loan on the date on which such loan is made);  84 
   (viii)Financial Indebtedness in respect of the
Guilder Bond (where the principal amount does not exceed NGL 15,000,000
(or the Other Currency Equivalent) and such Financial Indebtedness is fully
cash collateralised by maintenance of a cash deposit in an account with the
Agent in accordance with Clause 22.2(i));  (ix)Financial Indebtedness owed by United Biscuits
France S.A. or United Biscuits Industries S.A. to UB Investments (Netherlands)
B.V. or to an Obligor incorporated under the laws of England and Wales, which
has entered into Security Documents creating Security Interests over all or
substantially all of its assets in favour of the Security Agent which secure
all Financial Indebtedness under the Senior Finance Documents provided that the
aggregate principal amount of such Financial Indebtedness, when aggregated with
all Financial Indebtedness of United Biscuits France S.A. and United Biscuits
Industries S.A. of the type referred to in Clause 22.6(g)(iv) (Indebtedness),
does not exceed £25,000,000 (or its Other Currency Equivalent);  (x)Financial Indebtedness under the Bonds and any
further debt securities issued to refinance the Bonds which are permitted under
Clause 22.6(p) (Issue of Bonds); and  (xi)Financial Indebtedness of a Group Company
incorporated outside England and Wales in respect of Cash Pooling Arrangements
provided that the aggregate Financial Indebtedness the subject of any Cash
Pooling Arrangements does not exceed £5,000,000 (or its Other Currency
Equivalent);  (h)Guarantees: 
No Obligor will, and each Obligor will procure that none of its
Subsidiaries will, grant or agree to grant or permit to subsist any Guarantee
other than:  (i)guarantees, indemnities or performance bonds
given in the ordinary course of its trading activities or in relation to its
occupation of leased premises;  (ii)guarantees, indemnities or performance bonds on
arms length terms (A) given by one Obligor to a third party for the benefit of
another Obligor or (B) given by one Group Company which is not an Obligor to a
third party for the benefit of another Group Company which is not an Obligor;  (iii)guarantees contained in any of the Senior
Finance Documents;  (iv)the indemnity granted by UB Investments
(Netherlands) B.V. to Kellogg Company in respect of certain tax liabilities of
Keebler Foods Company on the interest element of a tax refund received during
2002 on terms approved by the Agent;  (v)guarantees given by Group Companies
incorporated outside England and Wales in respect of Cash Pooling Arrangements
provided that the liability of the relevant Group Companies is limited under
such to £5,000,000 (or its Other Currency Equivalent) in aggregate; or  (vi)guarantees where the aggregate amount
guaranteed does not exceed £10,000,000 (or its Other Currency Equivalent);  (i)Loans: 
No Obligor will, and each Obligor will procure that none of its
Subsidiaries will, make or agree to make or permit to be outstanding any loans
or grant or agree to grant any credit other than:  85 
   (i)trade credit given in the ordinary course of
its trading activities;  (ii)loans made by Finalrealm to UB Holdings and by
UB Holdings to members of the UB Holdings Group on or around the First
Utilisation Date to downstream the proceeds of Utilisations pursuant to
Refinancing Loan Agreements to refinance existing Financial Indebtedness of such
Group Companies;  (iii)subject to the terms of the Intercreditor Deed,
loans made by any Subsidiary of Regentrealm to Regentrealm or to another
Subsidiary of Regentrealm where the Financial Indebtedness arising is permitted
under Clause 22.6(g)(v) or (vi) (Indebtedness);  (iv)loans made by Regentrealm to its Subsidiaries
which are Obligors or by any of Regentrealms Subsidiaries to any of their
Subsidiaries which are Obligors;  (v)loans made by Obligors to any employee or
trustee of any Group Company employee share option scheme provided that the
aggregate amount of all such loans outstanding at any time does not exceed
£1,000,000;  (vi)loans made pursuant to the Financing Loan
Agreements;  (vii)loans made by any Group Company to Runecorp for
the purposes of refinancing the Nabisco Bridge Facility;  (viii)loans which were made by any Group Company to
any other Group Company to onlend the proceeds received pursuant to the Danone
Commitment Letter or China Share Sale Agreement for purposes approved by the
Agent;  (ix)loans made between Obligors under the Intra
Group Loan Agreements dated 14 July, 2000 and 26 July, 2000 between UB Holdings
Group Companies (as Lenders) and Regentrealm, Runecorp and UBF (as Borrowers)
as amended by agreements in the agreed terms to join Finalrealm as a Borrower
thereunder;  (x)loans made by members of the Group to United
Biscuits France S.A. or United Biscuits Industries S.A. provided that they do
not cause a breach of Clause 22.6(g)(ix) (Indebtedness);  (xi)the loans made by United Biscuits (UK) Limited
to Dormant Companies which are outstanding on the 2003 Effective Date provided
that the aggregate principal amount outstanding thereunder does not exceed
£20,900,000 and the aggregate maximum principal amount is not increased;  (xii)loans made by members of the Group to other
members of the Group where the corresponding Financial Indebtedness of Group
members does not breach Clause 22.6(g)(v), (vi) or (g)(vii) (Indebtedness);  (xiii)loans made by Group Companies not permitted by
the foregoing paragraphs of this paragraph (i) which do not exceed £5,000,000
(or its Other Currency Equivalent) in aggregate principal amount outstanding at
any time;  (xiv)the loan made or to be made by UB Overseas
Limited to United Biscuits Iberia S.L. Sociedad Unipersonal pursuant to the
Proposed Tax Restructuring;  86 
   (xv)the loan made by Koninklijke Verkade N.V. to UB
Biscuits BV which is outstanding at the 2003 Effective Date provided that the
principal amount outstanding thereunder does not exceed £9,000,000 and the
maximum principal amount is not increased; or  (xvi)loans made by each of UBF to Regentrealm and by
Regentrealm to Finalrealm, each in the form of an Intra Group Loan Agreement and
in compliance with the terms of the Intercreditor Deed, to downstream the
proceeds of the issue of the 2004 Bonds.  (j)Leasing Arrangements: 
No Obligor will, and each Obligor will procure that no member of the
Group will, except with the prior written consent of the Majority Lenders,
enter into or permit to subsist any finance lease (as defined in SSAP 21), hire
purchase, conditional sale agreement or other agreement for the acquisition of
any asset upon deferred payment terms the aggregate capital value of which
(when added to all other such leases or agreements) does not exceed (when
aggregated with the amount referred to in Clause 22.6(g)(iv) (Indebtedness))
£15,000,000 (or its Others Currency Equivalent) in aggregate for all members of
the Group;  (k)Hedging Transactions: 
No Obligor will, and each Obligor will procure that none of its
Subsidiaries will, enter into any interest rate swap, ceiling, collar or floor
or any currency swap, futures, foreign exchange or commodity contract or option
other than the Hedging Documents and Permitted Treasury Transactions;  (l)Joint Ventures: 
Save for Permitted Joint Ventures, no Obligor will, and each Obligor
will procure that none of its Subsidiaries will, except with the prior written
consent of the Majority Lenders, enter into any joint venture, partnership or
similar arrangement with any person;  (m)Acquisitions:  (i)Save for Permitted Acquisitions, the Approved
Acquisition, the Portuguese Acquisition or any acquisition pursuant to a
Permitted Sale and Leaseback, Permitted Transaction, the Proposed Tax
Restructuring or exchange of assets permitted under Clause 22.6(c) (Disposals),
no Obligor will, and each Obligor will procure that none of its Subsidiaries
will, acquire any business or acquire the whole or substantially the whole of
the assets of any person or enter into any agreement so to do without the prior
written consent of the Majority Lenders; and  (ii)No Obligor will, and each Obligor will procure
that none of its Subsidiaries will, lease (or otherwise acquire the use of) any
premises other than in the ordinary course of business or pursuant to a
Permitted Sale and Leaseback;  (n)Investments: 
No Obligor will, and each Obligor will procure that none of its
Subsidiaries will, own any interest in any share, equity related investment or
investment security without the prior written consent of the Majority Lenders
save for:  (i)any acquisition permitted under
Clause 22.6(m) (Acquisitions);  (ii)any investment made by one Obligor by way of
equity investment in the share capital of another Obligor in respect of which
the first Obligor has granted a Security Interest in favour of the Secured
Parties;  (iii)shares held or to be held in Permitted Joint
Ventures;  (iv)any shares held by any Obligor in its
Subsidiaries on the 2003 Effective Date; and  87 
   (v)any shares issued by a Subsidiary to its
immediate Holding Company; and  (vi)any investment pursuant to the Spanish
Recapitalisation or the French Recapitalisation or the Portuguese Refinancing
Capital Contribution or the Portuguese Supplementary Capital Contribution;  (o)Holding Company: 
The Parent, Finalrealm, Solvecorp, Runecorp, Regentrealm, UBF,
Deluxestar and Burlington Cayman shall not carry on any business (other than
the holding of shares in any Group Company, the borrowings required as part of
the Equity Investment, the borrowing of the Facilities, the making of loans to
and the provision of administrative services to other members of the Group and
the employment of employees whose services are required for the operation of
the Group and, in the case of UBF, the issue of Bonds) or acquire any assets
other than the shares in its immediate Subsidiary and the right to be repaid
any inter-group loans made by each of them;  (p)Issue of Bonds:  (i)Notwithstanding any other provision of any
Senior Finance Documents, UBF may have outstanding the high yield bonds which
it issued on 17 April 2001 and the 2004 Bonds issued on 16
February 2004 (together, Bonds)
provided that:  (A)neither
the Bonds nor the Bond Documents benefit from any Security Interest from or
over all or any part of the assets of any member of the Group or from any
guarantees other than a guarantee of the Bonds from Regentrealm subordinated as
provided in the Intercreditor Deed; and  (B)no
amendment is made to the maturity date, the subordination provisions or any
other material term of the Bond Documents without the consent of the Agent;  (ii)UBF may not refinance any such Bonds other than
by an issue of unsecured debt securities by UBF which are subordinated to or
rank pari passu with existing Bonds and are not guaranteed or are guaranteed by
Regentrealm provided that:  (A)the
terms of the new debt securities and Regentrealm guarantee for such debt
securities are on substantially the same terms and terms no more favourable to
the creditors of such Financial Indebtedness (including the terms set out in
the Intercreditor Deed) than the terms of the Bonds and the guarantee in respect
of the Bonds;  (B)the
net proceeds of the issue of such debt securities are used immediately to
refinance the Bonds;  (C)the
annual cash coupon for the new debt securities and the remaining Bonds (if any)
does not exceed the annual average cash coupon for the Bonds in issue on the
2004 Closing Date; and  (D)the
principal amount outstanding under the new debt securities and any remaining
Bonds does not exceed the principal amount outstanding under the Bonds
immediately prior to the issue of the new debt securities;  (E)the
parties to the Intercreditor Deed have entered into a supplemental deed to make
such amendments as are required to ensure that the further debt  88 
   securities to be issued and any related
guarantee or loans between members of the Group are contractually subordinated
to the same extent as the Bonds; and  (F)the
maturity date of the new debt securities falls on or after the maturity date of
the Bonds.  22.7Shares, Share Capital and
other Financing Arrangements:  (a)Variation of Documents:  (i)Except with the prior written consent of the
Agent (acting on the instructions of the Majority Lenders) or as permitted by
the Intercreditor Deed, the Parent will not, and will procure that no other
Group Company will, agree to any amendment or variation to or termination of
the terms of the Deep Discount Bonds, the Consortium Agreement and the
Constitutional Documents of the Parent or the Transaction Documents (other than
the Specified Agreements) where such amendment, variation or termination might
reasonably be expected to (A) prejudice the interests of the Finance Parties in
any material respect or (B) result in any increase in the maximum total amount
capable of being borrowed thereunder or the amount which is outstanding from or
payable by any Group Company, in each case as such document is in effect as at
28 April, 2000;  (ii)Except with the prior written consent of the
Agent (acting on the instruction of the Majority Lenders) the Parent will not,
and will procure that no Group Company will, agree to any amendment or
variation to or termination of the terms of the Specified Agreements which
might reasonably be expected to prejudice the interests of the Finance Parties
in any material respect.  (b)Cashflow Restrictions: 
Other than the Parent no Obligor will, and each Obligor will procure
that none of its Subsidiaries will, be a party to any contractual or similar
arrangement pursuant to which any member of the Group is prohibited from making
any payment of dividends, distributions of income and other amounts, or
transferring any asset to any other member of the Group, or any condition or
requirement is imposed on any such transfer being able to be made, save for any
restrictions imposed under any of the Senior Finance Documents.  (c)Restriction on Shareholder
Payments:  No Obligor will, and each Obligor will
procure that none of its Subsidiaries will, make any repayment of principal of,
or payment of interest on, or any other payment with respect to, indebtedness
to any shareholder, save as permitted in the Intercreditor Deed.  (d)Payments to Members: 
No Obligor will, and each Obligor will procure that none of its
Subsidiaries will, make any payment to the Parents members or to their
representatives other than a Permitted Investor Payment.  (e)Restriction on Redemption and
Acquisition of Own Shares:  Neither the Parent nor
Regentrealm nor Runecorp nor Solvecorp nor Finalrealm nor Deluxestar nor UBF
nor Burlington Cayman will directly or indirectly redeem, purchase, retire or
otherwise acquire for consideration any shares or warrants issued by it or set
apart any sum for any such purpose or otherwise reduce its capital.  89 
   (f)Restriction on Issue of Shares: 
No Obligor will, and each Obligor will procure that none of its
Subsidiaries will, issue any share capital to any person, save that:  (i)the Parent may issue share capital to any of
the Equity Investors or any other investor or pursuant to the Nabisco Warrants
in each case provided that the relevant person (unless the relevant person is a
person to whom shares are issued pursuant to and in accordance with a
management share scheme approved in writing by the Agent) has acceded to the
Intercreditor Deed as an Investor and provided that such issue is for cash
payable in full on the date of issue of such shares;  (ii)a member of the Group may issue shares to any
other member of the Group which is the immediate Holding Company of that
member;  (iii)the Parent may issue or procure the issue of
ordinary or preference shares to employees and/or consultants of the Group
pursuant to the Group share schemes as it thinks fit; or  (iv)a member of the Group may make a Portuguese
Refinancing Capital Contribution and a Portuguese Supplementary Capital
Contribution of up to 8,000,000 to the Portuguese Target if the Portuguese
Acquisition is completed.  (g)Restriction on Dividends etc.: 
No Obligor will, and each Obligor will procure that none of its
Subsidiaries will, declare or pay, directly or indirectly, any dividends or
make any other distribution or pay any interest or other amounts or repay,
whether in cash or otherwise, on or in respect of its share capital (or any
class of its share capital) or set apart any sum for any such purpose other
than:  (i)to Finalrealm or any of its Subsidiaries;  (ii)to the extent necessary (and subject to the
following sentence) to make payments not exceeding in aggregate the Permitted Investor Payment Amount per
annum in respect of directors monitoring, oversight and financial advisory
fees to the Original Equity Investors named in the Consortium Agreement and any
New Lenders to whom a transfer is made in accordance with the Consortium
Agreement and who comply with the terms thereof (and in particular
paragraphs 3.18 and 3.19 thereof) and the Intercreditor Deed in respect of
their investments in the Group or to companies managing such investments on
behalf of such Original Equity Investors or such New Lenders in respect of such
management (Permitted Investor Payments);  (iii)to the extent necessary to pay audit fees,
legal expenses and other proper and necessary incidental expenses and corporate
overheads of an Obligor of up to a maximum aggregate amount for all such
Obligors of £5,000,000 per annum; or  (iv)as permitted by the Intercreditor Deed.  The Permitted Investor Payment Amount for any
Financial Year shall be the greater of (A) £1,200,000, and (B) 0.71%
of the Groups EBITDA for the most recent full Financial Year.  (h)Restriction on Subordinated
Debt Payments:  No Obligor will, and each Obligor will
procure that none of its Subsidiaries will, make any repayment of principal of,
or payment of interest on, or any other payment with respect to the Deep
Discount Bonds or the Nabisco  90 
   Discounted
Notes or the Bonds or any replacement securities issued as permitted under
Clause 22.6(p) (Issue of Bonds) save as permitted by the Intercreditor Deed
or Clause 22.6(p) (Issue of Bonds).  (i)Holding Company Ring Fencing: 
No Obligor will, and each Obligor will procure that none of its
Subsidiaries will, acquire any shares, stock, securities or other interest in,
or transfer any assets to, or lend to, or guarantee the obligations of,
Runecorp, Finalrealm, Solvecorp, Regentrealm, the Parent, Deluxestar, UBF or
Burlington Cayman or any holding company of the Parent, or commit to any third
party to enter into any agreement or arrangement where it has any obligation to
lend to, or guarantee, or transfer assets to, or otherwise fund or incur any
liability in respect of Runecorp, Finalrealm, Solvecorp, Regentrealm, Parent,
Deluxestar, UBF or Burlington Cayman or any holding company of the Parent (save
pursuant to the Senior Finance Documents or as permitted by this Agreement or
the Intercreditor Deed).  22.8Information and Accounting
Undertakings:  (a)Events of Default: 
Each Obligor will notify the Agent of the occurrence of any Event of
Default or Potential Event of Default as soon as practicable, but in any event
within ten Business Days of the date on which such Obligor becomes aware
thereof.  (b)Books of Account: 
Each Obligor will keep, and procure that each of its Subsidiaries will
keep, proper books of account relating to its business and will permit the
Agent or any authorised representative of the Agent upon reasonable notice to
visit it and each of its Subsidiaries and inspect the same at the place where
they are maintained.  (c)Appointment of Auditors: 
No Obligor will, and each Obligor will procure that none of its Subsidiaries
will, at any time following the date hereof appoint any auditors other than the
Auditors or a leading firm of independent accountants of equivalent
international repute and standing and which is a member of, and is recognised
by, the Institute of Chartered Accountants to act as its auditors without the
prior written consent of the Majority Lenders.  (d)Financial Statements:  (i)Annual financial statements: 
The Parent shall deliver to the Agent (in sufficient copies for those
Lenders which have requested such copies) as soon as the same become available,
but in any event within 120 days after the end of each of its financial years:  (A)its
audited consolidated financial statements for the Financial Year; and  (B)the
audited financial statements of each Obligor for that Financial Year other than
U.B.F.C. Inc. and any other Obligor which is not required to prepare financial
statements by its law of incorporation (which shall deliver unaudited financial
statements in the format previously approved by the Agent);  (ii)Quarterly financial statements:  (A)The
Parent shall supply to the Agent (in sufficient copies for those Lenders that
have requested such copies) as soon as the same become available, but in any
event within 30 days after the end of each Accounting Quarter, the consolidated
management accounts of the Group for that Accounting Quarter;  91 
   (B)Each
set of quarterly management accounts delivered pursuant to paragraph (A) above
shall include:  (1)a consolidated profit and loss account;  (2)a consolidated balance sheet;  (3)a cashflow statement; and  (4)a management commentary on such accounts, and  be in such form as the Agent
may reasonably require;  (iii)Monthly financial statements:  (A)The
Parent shall supply to the Agent (in sufficient copies for those Lenders which
have requested copies) as soon as the same become available, but in any event
within 30 days after the end of each Accounting Period, its consolidated
management accounts for that Accounting Period;  (B)Each
set of management accounts delivered pursuant to paragraph (A) above shall
include:  (1)a profit and loss account;  (2)a consolidated balance sheet;  (3)a cashflow statement; and  (4)a management commentary on such accounts, and  be in such form as the Agent
may reasonably require;  (iv)Operating Budget:  (A)The
Parent shall supply to the Agent (in sufficient copies for those Lenders which
have requested the same) as soon as the same becomes available, but in any
event within 60 days after the start of each Financial Year, an Operating
Budget in respect of that Financial Year;  (B)Each
Operating Budget shall be in a format and have a level of information
reasonably satisfactory to the Agent and shall include:  (1)a projected consolidated cash flow statement
and profit and loss account of the Group for that Financial Year;  (2)a projected consolidated balance sheet of the
Group as at the end of each Accounting Quarter of that Financial Year;  (3)Capital Expenditure projected to be made and
Restructuring Costs to be incurred by the Group during each Accounting Quarter
of that Financial Year;  92 
   (4)projected levels of the financial ratios in
Clause 22.9 (Financial Covenants) as at the end of, or, as the case may
be, in respect of the 12 Accounting Periods ending at the end of, each
Accounting Quarter of that Financial Year; and  (5)a comparison against the 2003 Agreed
Projections;  (v)Budget Update:  (A)The Parent
shall supply to the Agent (in sufficient copies for those Lenders which have
requested copies) as soon as the same becomes available but in any event within
60 days of the end of each Accounting Quarter, an update of the projections
contained in the most recent Operating Budget delivered to the Agent; and  (B)Each
update of the Operating Budget shall include the same items as are required to
be included in the Budget.  Each set of Financial Statements of the Parent (other
than its management accounts for each Accounting Period), the Operating Budget
and the update to the Operating Budget shall have been approved by a meeting of
the board of directors of the Parent.  (e)Financial Covenant Compliance
Certificates/Management Meetings:  (i)A certificate must be delivered in respect of
each of the financial statements delivered under Clause 22.8(d)(ii) (Financial
Statements) within five Business Days after delivery of such
financial statements in the form of Schedule 12 signed by a director of
the Parent (or other officer acceptable to the Agent) but without personal
liability by such person and approved by a meeting of the Board of Directors of
the Parent, certifying whether or not as at the date of the relevant accounts
the Parent was in compliance with the financial covenants contained in
Clause 22.9 (Financial Covenants) (such certificate to contain reasonably
detailed calculations demonstrating such compliance) and confirming that as at
that date no Event of Default, or, to the best of his knowledge and belief
having made due and careful enquiry, no Potential Event of Default, had
occurred or giving details of any Event of Default or Potential Event of
Default which had occurred and the action taken or proposed to be taken to
remedy it.  (ii)Each of the annual audited financial statements
delivered under Clause 22.8(d) (Financial Statements) must be accompanied
by a certificate from the Auditors demonstrating whether or not as at the date
of such financial statements the Parent was in compliance with the financial
covenants contained in Clause 22.9 (Financial Covenants) and supported by
reasonably detailed calculations and a certificate signed by a director of the
Parent and confirmed by the Auditors listing the Material Group Companies as at
the date of such financial statements.  (iii)The Agent acting on the instructions of the
Majority Lenders shall be entitled to call for meetings with management twice
in each Financial Year of the Parent to discuss financial information delivered
under Clause 22.8(d) (Financial Statements) on reasonable prior
written notice and at times reasonably convenient to the management.  93 
   (f)Accounting Reference Date: 
No alteration may be made to the Financial Year end of the Parent
without the prior written consent of the Agent acting on the instructions of
the Majority Lenders (in which event the Agent may require such changes to the
financial covenants contained in this Agreement as will fairly reflect such
change) and the Parent shall procure that the Financial Year end of each of its
Subsidiaries shall be the same as its own.  (g)Investigations:  (i)The Parent will, if so required by the Agent
acting on the instructions of the Majority Lenders who believe in good faith
that either:  (A)any
financial statements or calculations or certificates provided by the Parent are
inaccurate or incomplete in any material respect; or  (B)the
financial performance of the Group may give rise (or has given rise) to a
breach of one or more of the financial covenants in Clause 22.9 (Financial Covenants),  after consultation
with the Parent which shall include good faith discussions between the parties
to resolve the Lenders concerns, at the expense of the Parent instruct the
Auditors to discuss the financial position of the Group with the Agent and to
disclose to the Agent and the Lenders (and provide the Agent and the Lenders
with copies of) such information as the Agent may reasonably request regarding
the financial condition and business of any of the Parent and its
Subsidiaries.  The Agent, acting on the
instructions of the Majority Lenders, may not require the Parent to instruct
the Auditors pursuant to this Clause 22.8(g) more than once in any Financial
Year unless an Event of Default has occurred and is continuing.  If an Event of
Default shall have occurred and be continuing unremedied or unwaived the Agent
(acting on the instructions of the Majority Lenders) may:  (C)instruct
the Auditors (or other firm of accountants selected by the Agent) to carry out
an investigation into the affairs of the Group and/or the financial performance
of the Group and/or the accounting and other reporting procedures and standards
of the Group; or  (D)instigate
such other investigations and commission such other reports (including without
limitation legal and valuation reports) as the Agent (acting on the
instructions of the Majority Lenders) shall reasonably require into the affairs
of the Group;  and the reasonable expense of any such investigations
or reports shall be borne by the Parent.  (h)Other Information: 
Each Obligor will promptly deliver to the Agent for distribution to the
Lenders:  (i)details of any litigation, arbitration,
administrative or regulatory proceedings which, if resolved against it or its
Subsidiaries, might reasonably be expected (whether by itself or together with
any related claims) to result in the Group suffering a loss in excess of
£7,500,000 or could reasonably be expected to have a Material Adverse Effect;  (ii)details of any labour dispute affecting it or
any of its Subsidiaries which could reasonably be expected to have a Material
Adverse Effect;  94 
   (iii)at the same time as sent to its creditors any
other document or information sent to any class of its creditors generally;  (iv)such other information in the possession of, of
known by, any Group Company relating to its financial condition or operations
(including, without limitation, as to competition matters and as to
acquisitions and/or disposals), or those of its Subsidiaries, as the Agent (or
any Lender through the Agent) may from time to time reasonably request;  (v)details of any person to whom all or any part
of any Deep Discount Bonds or Nabisco Discount Bonds are transferred;  (vi)details of any member of the Group which
becomes a Material Group Company; and  (vii)as soon as practicable following receipt
thereof, copies of all environmental audits, investigations, analyses and
reports of any kind or character, whether prepared by personnel of any Group
Company or by independent consultants, governmental authorities, or any third
parties with respect to significant environmental matters which could
reasonably be expected to have a Material Adverse Effect.  (i)Approved Accounting Principles: 
All financial statements or accounts of the Parent or any other member
of the Group delivered or to be delivered to the Agent under this Agreementshall
be prepared in accordance with Approved Accounting Principles (in the case of
management accounts for Accounting Periods and Accounting Quarters within the
reasonable parameters which may be expected of management accounts not the
subject of audit procedures).  (j)Changes to Accounting
Principles:  If, after the date hereof, there is a change
in the Approved Accounting Principles as in effect at the date hereof or there
is a change in the way Approved Accounting Principles are applied by the Group
from that contemplated in the Agreed Financial Projections (save for the changes
resulting from the adoption and early implementation of FRS17 disclosed to the
Agent prior to the 2004 Effective Date):  (i)the Obligors Agent and the Agent will
negotiate in good faith with a view to agreeing upon such amendments to
Clauses 22.9 (Financial Covenants), 22.10 (Calculation)
and 22.11 (Financial
Definitions) as are necessary to reflect such change;  (ii)if amendments satisfactory to the Lenders and
the Obligors Agent are agreed upon within 30 days then those amendments
shall take effect in accordance with their terms; and  (iii)if such amendments are not so agreed upon
within 30 days then the Obligors Agent shall instruct the Auditors to
produce a reconciliation of the relevant financial statements to reflect
Approved Accounting Principles and their method of application as in effect at
the date hereof.  22.9Financial Covenants: 
The Parent undertakes that it will procure that:  (a)EBITDA to Net Cash Interest
Payable:  The ratio of EBITDA to Net Cash Interest
Payable shall not at the end of the relevant testing period specified in
Clause 22.10(a) (Calculation) ending on or about each of
the dates specified in Column A be less than the ratio specified in Column B
opposite that date:  95 
   Column A
  
  Column B(last
  day of relevant Accounting Quarter)First
  Accounting Quarter 2004
  
  1.95:1Second
  Accounting Quarter 2004
  
  2.10:1Third
  Accounting Quarter 2004
  
  2.25:1Fourth
  Accounting Quarter 2004
  
  2.45:1First
  Accounting Quarter 2005
  
  2.45:1Second
  Accounting Quarter 2005
  
  2.50:1Third
  Accounting Quarter 2005
  
  2.55:1Fourth
  Accounting Quarter 2005
  
  2.55:1First
  Accounting Quarter 2006
  
  2.60:1Second
  Accounting Quarter 2006
  
  2.70:1Third
  Accounting Quarter 2006
  
  2.75:1Fourth
  Accounting Quarter 2006
  
  2.85:1First
  Accounting Quarter 2007
  
  2.95:1Second
  Accounting Quarter 2007
  
  3.00:1Third
  Accounting Quarter 2007
  
  3.15:1Fourth
  Accounting Quarter 2007
  
  3.25:1and
  at the end of each Accounting Quarter thereafter
  
  3.25:1  (b)Total Net Borrowings/EBITDA: 
The ratio of Total Net Borrowings to EBITDA shall not at the end of the
relevant testing period specified in Clause 22.10(a) (Calculation) below ending on
or about each of the dates specified in Column A be more than the ratio
specified in Column B opposite that date:  Column A
  
  Column B(last
  day of relevant Accounting Quarter)First
  Accounting Quarter 2004
  
  5.10:1Second
  Accounting Quarter 2004
  
  5.10:1Third
  Accounting Quarter 2004
  
  5.05:1Fourth
  Accounting Quarter 2004
  
  5.00:1First
  Accounting Quarter 2005
  
  4.90:1Second
  Accounting Quarter 2005
  
  4.75:1Third
  Accounting Quarter 2005
  
  4.65:1Fourth
  Accounting Quarter 2005
  
  4.50:1First
  Accounting Quarter 2006
  
  4.40:1Second
  Accounting Quarter 2006
  
  4.15:1Third
  Accounting Quarter 2006
  
  4.05:1Fourth
  Accounting Quarter 2006
  
  3.75:1First
  Accounting Quarter 2007
  
  3.70:1and
  at the end of each Accounting Quarter thereafter
  
  3.45:1  (c)Capital Expenditure:  (i)The aggregate of the Capital Expenditure and
Restructuring Costs of the Group for each Financial Year specified below in
Column A shall not exceed the amount  96 
   specified in
Column B opposite that Financial Year, subject as provided otherwise in
paragraph (d) below:  Column A
  
  Column BFinancial
  Year ending on or about 31 December2003
  
  £
  103,900,000.002004
  
  122,650,000.002005
  
  100,100,000.002006
  
  66,550,000.002007
  
  66,550,000.002008
  
  66,550,000.00  (d)If not all the amount of Capital Expenditure
and Restructuring Costs specified in Column B for a Financial Year shall be
made, an amount not exceeding the lesser of £15,000,000 and the unutilised
amount of the permitted amount of Capital Expenditure for that Financial Year,
may be made in the immediately following Financial Year (but not any subsequent
Financial Year) in addition to the Capital Expenditure which would otherwise be
permitted in that year as specified in Column B above for that Financial Year
(and for this purpose any Capital Expenditure carried forward to the following
Financial Year shall be deemed used before the permitted Capital Expenditure
for that Financial Year).  22.10Calculation:  (a)The covenants contained in Clauses 22.9(a), (b)
and (c) (Financial
Covenants) will be tested on a rolling aggregate basis for the
immediately preceding four Accounting Quartersending on or about each of
the dates specified in the relevant Column A, provided that in respect of any
covenant testing date falling less than twelve months after the 2003 Effective
Date the relevant figure for Net Cash Interest Payable shall be calculated by
multiplying the actual figure for Net Cash Interest Payable for the period from
the 2003 Effective Date and ending on the relevant testing date by A/B where A
= 53 and B = the number of weeks elapsed from the 2003 Effective Date to such
covenant testing date.  (b)The covenants contained in Clause 22.9 (Financial
Covenants) will be tested by reference to the accounts delivered to
the Agent under Clause 22.8(d)(ii) (Financial Statements) for the relevant
Accounting Quarter unless in any such case the audited accounts required to be
delivered under Clause 22.8(d)(i) (Financial Statements) for the relevant
period are available at the relevant time, in which case the audited accounts
will be used instead.  (c)If the audited accounts are not available when
the covenant is tested but, when such audited accounts become available, the
audited accounts demonstrate that the figures in any relevant quarterly
accounts utilised for any such calculation cannot have been substantially
accurate then the Obligors Agent shall, upon request by the Agent, instruct
the Auditors to prepare, and the Obligors Agent shall use all reasonable
endeavours to procure that the Auditors deliver promptly to the Agent, a
detailed written explanation of such adjustment to the calculations made or to
be made, as is appropriate, to rectify such inaccuracy, and compliance with the
covenants in Clause 22.9 (Financial Covenants) will be determined by
reference to such adjusted figures.  (d)The components of each definition contained in
Clause 22.11 (Financial Definitions) will be calculated in accordance with
Approved Accounting Principles as varied by this Agreement.  In the case of any component calculated by
reference to management accounts such Approved  97 
   Accounting
Principles will be applied within the reasonable parameters which may be
expected of management accounts not the subject of audit procedures.  22.11Financial Definitions:In this Agreement, unless the context requires
otherwise, the following expressions shall have the following meanings:  EBITDA means, in respect of the relevant
testing period, the consolidated profit of the Group for such period:  (a)before any deduction for or on account of
corporation tax or other taxes on income or gains;  (b)before any deduction for Interest Payable;  (c)after deducting (to the extent included)
Interest Receivable;  (d)after deducting (to the extent otherwise
included) the amount of profit (or adding back the loss) of any member of the
Group (other than the Parent) which is attributable to any third party (not being
a member of the Group) which is a shareholder in such member of the Group;  (e)after deducting (to the extent otherwise
included) any gain over book value arising in favour of a member of the Group
on the disposal of any business or asset (not being stock disposed of in the
normal course of trading) during such period and any gain arising on any
revaluation of any business or asset during such period;  (f)after adding back (to the extent otherwise
deducted) any loss against book value incurred by a member of the Group on the
disposal of any business or asset (not being stock disposed of in the ordinary
course of trading) during such period;  (g)before deducting amortisation of any goodwill
or any intangible assets;  (h)before deducting any depreciation on, or
write-down of, fixed assets;  (i)excluding the effect of items treated as
extraordinary or exceptional profits and losses (including, for the avoidance
of doubt, extraordinary and exceptional restructuring and severance costs) in
accordance with Approved Accounting Principles;  (j)adding back the effect of any adjustments
required by FRS4 and any debits to profits relating to write-offs of
Transaction Costs; and  (k)before deducting dividends paid or proposed;  provided that for the purposes of calculating EBITDA
for the Financial Year 2003 (and any Accounting Quarter within it, including
for the purposes of testing financial covenants for periods including any such
Accounting Quarter), the one-off provision for pension liabilities made in the fourth
Accounting Quarter of Financial Year 2003, will be treated as having been
incurred rateably in each of the four Accounting Quarters for the Financial
Year 2003.  Interestmeans interest and amounts
in the nature of interest paid or payable in respect of any Financial
Indebtedness of any member of the Group (excluding any interest paid or payable
on Financial Indebtedness between any member of the Group and any other member
of the Group or on the Deep Discount Bonds or the Nabisco Discounted Notes) but
including, without limitation:  (a)the interest element of finance leases of the
Group;  98 
   (b)discount and acceptance fees payable (or
deducted) in respect of any Financial Indebtedness of the Group;  (c)fees payable in connection with the maintenance
of any bond, letter of credit, guarantee or other assurance against financial
loss which constitutes Financial Indebtedness and is issued by a third party on
behalf of a member of the Group; and  (d)commitment, utilisation and non-utilisation
fees payable or incurred in respect of Financial Indebtedness or the Deep
Discount Bonds or the Nabisco Discounted Notes but to the extent only that such
payment is in the nature of interest;  Interest Payablemeans, in respect of the
relevant testing period, the aggregate of Interest accrued (whether or not paid
or capitalised) during the testing period as an obligation of any member of the
Group during that period and calculated on the basis that:  (a)the amount of Interest accrued will be
increased by an amount equal to any amount payable by members of the Group
under the Hedging Documents in relation to that testing period; and  (b)the amount of Interest accrued will be reduced
by an amount equal to any amount payable to members of the Group under the
Hedging Documents in relation to that testing period;  Interest Receivablemeans, in respect of the
relevant testing period, the amount of Interest accrued (whether or not paid or
capitalised) to members of the Group (other than by other members of the Group)
during such period;  Net Cash Interest Payable means, in
respect of the relevant testing period, Interest Payable during that period
excluding any such Interest Payable which is capitalised or rolled-up or otherwise
not currently payable in respect of the period under the terms of the Bonds
(and not paid or becoming due for payment in that period) (and, for the
avoidance of doubt, payment blockage provisions in relation to the Bonds (or
their operations) shall not be treated as resulting in Interest Payable thereon
being treated as not currently payable) less in respect of the relevant testing
period, the amount of Interest Receivable during such period excluding any such
Interest Receivable which is capitalised or rolled-up or otherwise not
currently payable in respect of the period and any Interest Receivable to the
extent deemed irrecoverable;  Testing Date means the date on or about
the date as set out in Column A of Clause 22.9(a), (b) or (c) (Financial
Covenants) in respect of which any covenant in such Clause 22.9(a),
(b) or (c) (Financial
Covenants) is tested;  Total Net Borrowings means Total
Borrowings less (i) freely available credit balances on any deposit,
savings or current account with a Lender or an Approved Bank (save to the
extent already taken into account in the calculation of Total Borrowings) and
(ii) cash in hand; and  Total Borrowings means, at any time, the
aggregate amount of all Financial Indebtedness of the Group (excluding any Financial
Indebtedness between any member of the Group and any other member of the Group
and Financial Indebtedness under the Deep Discount Bonds or the Nabisco
Discounted Notes).  23.EVENTS OF DEFAULT  23.1List of Events: 
Each of the events set out in this Clause 23.1 constitutes an Event
of Default whether or not the occurrence of the event concerned is outside the
control of the Parent or any other member of the Group.  99 
   (a)Payment Default: 
Any Obligor fails to pay on the due date any amount payable by it under
any of the Senior Finance Documents at the place and in the currency at or in
which it is expressed to be payable unless either:  (i)in relation to a payment in respect of
principal or interest, the Agent is satisfied that such non-payment is due
solely to administrative or technical delays in the transmission of funds which
are not the fault of that Obligor and payment is made within 3 Business
Days of its due date; or  (ii)the payment is not in respect of principal or
interest and the payment is made within 3 Business Days of its due date.  (b)Breach of Other Obligations:  (i)Any Obligor fails to comply with any of its
obligations in Clause 22.9 (Financial Covenants).  (ii)Any Obligor fails to observe or perform any of
its obligations or undertakings under any of the Senior Finance Documents other
than those specified in Clause 23.1(a) (Payment Default) or
23.1(b)(i) (Breach
of Other Obligations) and, if such failure is capable of remedy, it
is not remedied within 10 Business Days of the earlier of any such Obligor
becoming aware of such failure and the Agent notifying the Obligors Agent of
such failure.  (c)Misrepresentation: 
Any representation, warranty or statement which is made by any Obligor
in any of the Senior Finance Documents or is contained in any certificate,
statement or notice provided under or pursuant to any of the Senior Finance
Documents proves to be inaccurate in any material respect when made (or deemed
to be made or repeated) unless the circumstances giving rise to that default
are capable of remedy and are remedied within 10 Business Days of the
earlier of such Obligor becoming aware of such inaccuracy and the Agent
notifying the Obligors Agent of such inaccuracy.  (d)Invalidity and Unlawfulness:  (i)Any provision of any Senior Finance Document or
any material provision of any other Transaction Document is or becomes invalid
or unenforceable for any reason (other than by reason of the Reservations) or
shall be repudiated or the validity or enforceability of any provision of any
Transaction Document shall at any time be contested by any Obligor or any
Security Document fails to provide effective perfected security in favour of
the Security Agent and the Finance Parties over the assets purported to be
secured by such Security Document in a manner, and to an extent, reasonably
considered by the Majority Lenders to be materially adverse to their interests.  (ii)At any time it is or becomes unlawful under any
applicable jurisdiction for any Obligor to perform any of its obligations under
any of the Senior Finance Documents in circumstances, or to an extent, which
could reasonably be expected to have a Material Adverse Effect or a significant
adverse effect on the value of any material asset over which security has been
granted under the Security Documents.  (e)Insolvency: 
Any Material Group Company stops or suspends or threatens or announces
an intention to stop or suspend payment of its debts or shall, for the purposes
of any law applicable to it, be deemed to be unable (in the case of a Material
Group Company registered  100 
   in England and
Wales, under Sections 123(1)(e) and 123(2) only), or shall admit its inability
to pay its debts as they fall due, or shall become insolvent or a moratorium is
declared in respect of any of its or its Subsidiaries indebtedness.  (f)Receivership and
Administration:  (i) A receiver or administrator or similar
officer is appointed over or in respect of all or substantially all of the
business or assets of any Material Group Company or (ii) a petition is
presented or meeting convened or application made or other step taken for the
purpose of appointing an administrator or other similar officer of, or for the
making of an administration order in respect of any Material Group Company or
(iii) a petition is presented or meeting convened or application made or other
step taken for the purpose of appointing a receiver or other similar officer
of, any Material Group Company and such petition or application is not
discharged within 7 days (provided that during such time such proceedings
are contested in good faith).  (g)Attachment or Process: 
A creditor attaches or takes possession of, or a distress, execution,
sequestration or other process is levied or enforced upon or sued out against
any of the undertaking, assets, rights or revenues of any Material Group
Company valued in excess of £7,500,000 in aggregate or any money judgment, writ
or warrant of attachment or similar process valued in excess of £7,500,000 in
aggregate shall be entered or filed against any Material Group Company or any
of their respective assets and, in each case, it is not discharged within
7 days.  (h)Compositions and Arrangements:  (i)Any Material Group Company proposes or makes
any arrangement or composition with, or any assignment for the benefit of, its
creditors generally.  (ii)Any Material Group Company proposes or enters
into any negotiations for or in connection with the re-scheduling,
restructuring or re-adjustment of any Financial Indebtedness with a view to
avoiding the occurrence of any of the circumstances described in
Clause 23.1(e) (Insolvency), 23.1(f) (Receivership and Administration),
23.1(g) (Attachment
or Process), 23.1(i) (Winding Up), 23.1(j) (Suspension of Payments) or
23.1(k) (Similar
Events Elsewhere).  (i)Winding up:  (i)Any meeting of any Material Group Company is
convened for the purpose of considering any resolution for (or to petition for)
its winding up or any Material Group Company passes such a resolution or a
petition is presented for the winding up of a Material Group Company or an
order is made for the insolvent winding up of any Material Group Company;  (ii)Paragraph (i) does not apply to:  (A)a
Permitted Liquidation or any resolution or petition in respect thereof; or  (B)a
petition presented by a creditor which is being contested on bona fide grounds
and is discharged or struck out within 21 days;  (j)Suspension of Payments: 
Any order is made or resolution passed or other action taken by a Group
Company for the suspension of payments, protection from creditors or bankruptcy
of any Material Group Company.  101 
   (k)Similar Events Elsewhere: 
There occurs in relation to any Material Group Company or any of its
assets in any country or territory in which it is incorporated or carries on
business or to the jurisdiction of whose courts it or any of its property is
subject, any event which corresponds in that country or territory with any of
those mentioned in Clause 23.1(e) (Insolvency), 23.1(f) (Receivership and Administration),
23.1(g) (Attachment
or Process), 23.1(h) (Compositions and Arrangements), 23.1(i) (Winding Up),
23.1(j) (Suspension
of Payments) or this Clause 23.1(k).  (l)Cessation of Business: 
Any Material Group Company ceases, or threatens, or proposes to cease,
to carry on all or a substantial part of their business other than as a result
of a Permitted Transaction or as a result of a solvent reorganisation permitted
in accordance with the terms of this Agreement.  (m)Compulsory Acquisition: 
Any part of the property or assets of any Material Group Company is
seized, nationalised, expropriated or compulsorily acquired by, or by the order
of, any central or local governmental authority which would reasonably be
expected to result in a Material Adverse Effect.  (n)Cross Default: 
Any Financial Indebtedness of a Material Group Company in excess of
£5,000,000 (or the Other Currency Equivalent thereof) in aggregate:  (i)is not paid when due or within any applicable
grace period in any agreement relating to that Financial Indebtedness; or  (ii)becomes due and payable (or capable of being
declared due and payable) before its normal maturity or is placed upon demand
by reason of a default or event of default however described.  (o)Security Interests: 
Any Security Interest or Security Interests affecting the business,
undertaking or assets of any Material Group Company securing in aggregate
Financial Indebtedness in excess of £5,000,000 (or the Other Currency
Equivalent thereof) becomes enforceable.  (p)Auditors Report: 
The Auditors qualify their report on the audited consolidated financial
statements of the Parent in a manner which is, in the reasonable opinion of the
Majority Lenders, material in the context of the Facilities.  (q)Rescission of Agreements: 
Any Obligor which is a party to any of the Transaction Documents
rescinds or purports to rescind any of those agreements or instruments in whole
or in part where doing so might reasonably be expected to result in a Material
Adverse Effect or a significant adverse effect on the value of any material
asset over which security has been granted under the Security Documents;  (r)Non-Material Group Companies: 
Any of the events referred to in sub-clauses (e)-(o) occur in
respect of Group Companies not being Material Group Companies which if treated
as being one company would fall within the definition of Material Group
Company.  23.2Cancellation and Repayment: 
If an Event of Default is continuing the Agent may, and will if so
directed by the Majority Lenders, by written notice to the Obligors Agent do
all or any of the following:  (a)cancel all or any of the Commitments whereupon
they shall immediately be cancelled; and/or  102 
   (b)(i) declare all or part of the Utilisations
together with accrued interest thereon and all other amounts accrued or
outstanding under the Senior Finance Documents to be immediately due and
payable, whereupon the same shall become immediately due and payable by the
relevant Borrower, or (ii) declare the same to be payable on demand whereupon
they shall immediately become payable on demand by the Agent; and/or  (c)require any relevant Borrower to immediately
prepay all or any outstanding Contingent Liabilities or immediately provide
cash cover in respect thereof in accordance with Clause 1.4 (Cash Cover)
and/or;  (d)take any other action, exercise any other right
or pursue any other remedy conferred upon the Agent and/or a Lender by any
Senior Finance Document or by any applicable law or regulation or otherwise as
a consequence of such Event of Default.  23.3Ancillary Facilities: 
On the occurrence of an Event of Default and whilst the same is
continuing, an Ancillary Lender may (but prior to notice being served under
Clause 23.2 (Cancellation and Repayment)
only if so instructed by the Agent on the instructions of the Majority Lenders)
and shall if so instructed by the Majority Lenders:  (a)terminate the availability of the Ancillary
Facilities, whereupon the Ancillary Facilities shall cease to be available and
the relevant Ancillary Lender shall no longer be under any obligation to
provide any credit provided for thereunder; and/or  (b)declare all amounts outstanding under the
Ancillary Facilities due and payable whereupon such amounts shall become due
and payable together with accrued interest thereon and any other sum then
payable under the relevant Ancillary Documents; and/or  (c)require the provision of cash cover whereupon
the relevant Borrowers shall immediately provide cash cover in an amount equal
to the contingent liability of the Ancillary Lender under those Ancillary
Documents which give rise to a contingent liability on the part of the
Ancillary Lender; and/or  (d)terminate any foreign exchange or hedging
agreement entered into by the Ancillary Lender under the terms of the Ancillary
Facilities.  23.4Portuguese Target: For the purpose, and notwithstanding
any other provision, of this Agreement, from the date on which the Portuguese
Target becomes a member of the Group by completion of the Portuguese
Acquisition until the date falling 30 days thereafter (the Clean-up Period), a breach of the undertakings
specified in:  (a)Clause 22.2(g) (Banking Business);  (b)Clause 22.6(g) (Indebtedness);  (c)Clause 22.6(h) (Guarantees);  (d)Clause 22.6(i) (Loans);  (e)Clause 22.6(j) (Leasing Arrangements);  (f)Clause 22.6(k) (Hedging Transactions); and  (g)Clause 22.6(n) (Investments),  103 
   as a result of acts taken by the Portuguese Target
prior to completion of the Portuguese Acquisition will be deemed not to be a
breach of undertaking if it would have been (if it were not for this provision)
a breach of undertaking only by reason of circumstances relating exclusively to
the Portuguese Target becoming a member of the Group by completion of the
Portuguese Acquisition, provided that any such breach does not result in a
Material Adverse Effect and that if by the end of the Clean-up Period the
circumstances giving rise to any such breach have not been remedied or waived
with the prior written consent of the Majority Lenders there shall be a breach
of undertaking.  24.THE AGENTS AND OTHER
FINANCE PARTIES  24.1Authorisation:  (a)Each Finance Party (other than, in each case,
the appointee) hereby appoints Deutsche Bank AG London as the Agent, Arranger,
Documentation Agent, Sole Bookrunner and Security Agent.  (b)Each Finance Party (other than, in each case,
the appointee) authorises each of the Agent, the Documentation Agent, the Sole
Bookrunner and the Security Agent to:  (i)take such action as agent on its behalf and to
exercise such rights, powers, authorities and discretions under the Senior
Finance Documents as are specifically given to such Financing Agent under or in
connection with the Senior Finance Documents together with any incidental
rights, powers, authorities and discretions; and  (ii)in the case of the Agent and the Security
Agent, give a good discharge for any moneys payable under the Senior Finance
Documents; and  (iii)execute each Senior Finance Document to which
it is expressed to be a party.  24.2Agents Duties:  (a)The Agent shall promptly send to each party the
original or a copy of any document which is delivered to it for that party by
another party.  (b)Except where a Senior Finance Document
specifically provides otherwise, the Agent is not obliged to review or check
the adequacy, accuracy or completeness of any document it forwards to another
party.  (c)If the Agent receives notice from a party
referring to this Agreement, describing an Event of Default or Potential Event
of Default and stating that the circumstance described is an Event of Default
or Potential Event of Default, it shall promptly notify the other Finance
Parties.  (d)If the Agent has actual knowledge of the
non-payment of any principal, interest, commitment fee or other fee payable to
a Finance Party (other than to the Agent for its own account) under this
Agreement, it shall promptly notify the other Finance Parties.  (e)The Agents duties under the Senior Finance
Documents are solely mechanical and administrative in nature.  (f)The Agent shall promptly send to each Lender
(if requested by it) a copy of any legal opinion delivered under any Senior
Finance Document and of any document or information delivered to it under
Clause 22.8 (Information and Accounting  Undertakings) or Clause 22.9
(Financial
Covenants), other than, for the avoidance of doubt, the Fees Letter.  104 
   (g)Save for any documents referred to above, the
Agent is not under any duty to request or provide any Finance Party with any
information concerning the credit risks arising under the Senior Finance
Documents or the financial or other condition or affairs of any Group Company
or affiliate thereof.  24.3Role of the Arranger: 
Except as specifically provided in the Senior Finance Documents, the
Arranger has no obligations of any kind to any other person under or in
connection with any Senior Finance Document.  24.4No Fiduciary Duties:  (a)Unless as specifically provided herein, nothing
in this Agreement constitutes any Financing Agent or Arranger or the Issuing
Lender as a trustee or fiduciary of any other person or as an agent of any
Obligor.  (b)No Financing Agent or Arranger or the Issuing
Lender shall be bound to hold in trust or be liable to account to any other
Finance Party for any sum or the profit element of any sum received by it for
its own account.  (c)Each Financing Agent and the Issuing Lender
have only those duties which are expressly specified in the Senior Finance
Documents, which duties are solely mechanical and administrative in nature.  24.5Business with the Group and
Rights as Finance Party:  (a)Each Financing Agent, Arranger or Issuing
Lender may accept deposits from, lend money to, have a legal or beneficial
interest in investments in, provide any advisory or other services to and
generally engage in any kind of banking, investment or other business with any
party to the Senior Finance Documents or any affiliate of any party or any
Group Company or affiliate thereof as though it were not a Financing Agent,
Arranger or Issuing Lender and may do so without liability to account for any
remuneration or other benefit received or payable to it.  (b)Each Financing Agent or Arranger or Issuing
Lender which is a Lender shall have the same rights and powers as Lender under
the Senior Finance Documents as any other Lender and may exercise those rights
and powers as if it were not also acting as a Financing Agent, Arranger or
Issuing Lender.  24.6Agents Rights and Discretions:  (a)Each Financing Agent and the Issuing Lender may
rely (without being obliged to make any enquiry) on:  (i)any representation, communication or document
believed by it to be genuine, correct and appropriately authorised; and  (ii)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.  (b)Each Financing Agent and the Issuing Lender may
assume (without being obliged to monitor or make any enquiry):  (i)no Event of Default or Potential Event of
Default has occurred unless, in the case of the Agent, an officer of the Agent
whilst active on the account of an Obligor for such Agent in its capacity as
Agent has actual knowledge of an Event of Default or  105 
   Potential
Event of Default arising under Clause 23.1(a) (Payment Default) or has
received notice from a party of an Event of Default or Potential Event of
Default which it is required to notify to the Finance Parties pursuant to
Clause 24.2 (Agents Duties);  (ii)any right, power, authority or discretion
vested in any party or the Majority Lenders or any group of Lenders (or the
Majority Senior Creditors (as defined in the Intercreditor Deed)) under the
Senior Finance Documents has not been exercised, unless in the case of the Agent
an officer of the Agent whilst active on the account of an Obligor for the
Agent in its capacity as Agent has received actual notice to the contrary; and  (iii)any notice, communication or request made by
the Obligors Agent (other than a Utilisation Request) is made on behalf of and
with the consent and knowledge of all the Obligors unless in the case of the
Agent, an officer of the Agent whilst active on the account of an Obligor for
the Agent in its capacity as Agent has received actual notice to the contrary.  (c)Each Financing Agent and the Issuing Lender may
engage, pay for and rely on the advice or services of any lawyers, accountants,
surveyors or other experts.  (d)Each Financing Agent and the Issuing Lender may
act in relation to the Senior Finance Documents through its personnel and
agents and such Financing Agent or the Issuing Lender may extend the benefits
of any indemnity received by it hereunder to such personnel and agents.  (e)Each Financing Agent and the Issuing Lender may
disclose to any other party any information which it reasonably believes it has
received as Financing Agent or Issuing Agent under this Agreement.  (f)Notwithstanding any other provision of any
Senior Finance Document to the contrary, no Financing Agent or Arranger or
Issuing Lender is obliged to do or omit to do anything (including, without
limitation, to disclose any information) if it would or might in its reasonable
opinion constitute a breach of any law, regulation or a breach of a fiduciary
duty or duty of confidentiality or be actionable at the suit of any person.  (g)Each Financing Agent may refrain from
exercising any right, power, authority or discretion vested in it under the
Senior Finance Documents:  (i)in the case of the Security Agent, until it has
received such instructions from the Agent; or  (ii)in the case of the other Financing Agents until
it has received such instructions from the Finance Parties, the Majority
Lenders or the Majority Senior Creditors (as defined in the Intercreditor
Deed),  as are required under the terms of the Senior Finance
Documents, as to whether (and, if it is to be, the way in which) it is to be
exercised (save for the granting of any release of assets of any Group Company
to be disposed of under a disposal which, in either case, is permitted under
this Agreement).  (h)The Financing Agents may accept without enquiry
such title as an Obligor may have to any asset or assets intended to be the
subject of the security created by the Security Documents.  106 
   (i)The Agent or the Security Agent may, subject to
the terms of the Intercreditor Deed, hold or deposit any title deeds, Security
Documents or any other documents in connection with any of the assets intended
to be charged by the Security Documents or deposit the same with any bank or
banking company or any company whose business includes undertaking the safe
custody of deeds or documents or with any lawyer or firm of lawyers and it
shall not be responsible for or be required to insure against any loss incurred
in connection with any such holding or deposit and it may pay all sums required
to be paid on account or in respect of any such deposit.  24.7Majority Lenders Instructions:  (a)Unless a contrary indication appears in a
Senior Finance Document, and in the case of the Security Agent, subject as
provided in the Intercreditor Deed, each Financing Agent shall:  (i)exercise any right, power, authority or
discretion vested in it as such Financing Agent in accordance with any
instructions given to it by the Majority Lenders (or, if so instructed by the
Majority Lenders, refrain from exercising any right, power, authority or
discretion vested in it as Financing Agent); and  (ii)not be liable for any act (or omission) if it
acts (or refrains from taking any action) in accordance with an instruction of
the Majority Lenders.  (b)Unless a contrary indication appears in a
Senior Finance Document, any instructions given by the Majority Lenders will be
binding on all the Finance Parties.  (c)Each Financing Agent may refrain from acting in
accordance with the instructions of the Majority Lenders (or, if appropriate,
the Lenders) or otherwise from carrying out any action in relation to the
Senior Finance Documents until it has received such indemnities or security as
it may require for any cost, loss or liability (together with any associated
VAT) which it may incur in complying with the instructions.  (d)In the absence of instructions from the
Majority Lenders or, if appropriate, the Majority Senior Creditors (as defined
in the Intercreditor Deed), each Financing Agent may act (or refrain from
taking action) as it considers to be in the best interests of the Finance
Parties.  (e)No Financing Agent or the Issuing Lender is
authorised to act on behalf of a Finance Party (without first obtaining that
Finance Partys consent) in any legal or arbitration proceedings relating to
any Senior Finance Document.  (f)The Agent may at any time, if so requested by
the Majority Banks, convene a meeting of the Lenders.  References in this Clause 24.7 to Majority Lenders
shall include the Majority Senior Creditors (as defined in the Intercreditor
Deed) where appropriate.  24.8Responsibility for Information
and Documentation:  No Financing Agent or Arranger or Issuing
Lender or any of their respective affiliates, officers, employees or agents is
responsible for:  (a)the adequacy, accuracy and/or completeness of
any statement or information (whether oral or written) supplied by any
Financing Agent, or Arranger, or Issuing Lender, an Obligor or any other
person, in respect of any Group Company or affiliate or which is made or given
in connection with, or which is contained in, any Senior Finance Document or
the 2003  107 
   Syndication
Information Memorandum or any other Syndication Information Memorandum; or  (b)the execution, delivery, legality, validity,
effectiveness, adequacy, enforceability or admissibility in evidence of any
Senior Finance Document or the 2003 Syndication Information Memorandum or any
other Syndication Information Memorandum or any other agreement, arrangement or
document entered into, made or executed in anticipation of or in connection
with any Senior Finance Document.  24.9Exclusion of Liability:  (a)Without limiting paragraph (b) below, no
Financing Agent or Arranger or Issuing Lender or their respective officers,
employees or agents will be liable for any action taken (or omitted to be
taken) by it under or in connection with any Senior Finance Document
(including, without limitation, any failure to perfect or protect, or give
notice of any Security Interest purported to be created by, any Security
Document or obtain any licence, consent or authority required to create such
Security Interest), unless directly caused by its gross negligence or wilful
misconduct.  (b)No party (other than the relevant Financing
Agent or Arranger or Issuing Lender) may take any proceedings against any
officer, employee or agent of a Financing Agent or Arranger or Issuing Lender
in respect of any claim it might have against such Financing Agent or Arranger
or Issuing Lender or in respect of any act or omission of any kind by that
officer, employee or agent in relation to any Senior Finance Document and any
officer, employee or agent of such Financing Agent or Arranger or Issuing
Lender may rely on this Clause subject to Clause 37 (Benefits for Third Parties)
and the provisions of the Contracts (Rights of Third Parties) Act 1999.  (c)No Financing Agent will be liable for any delay
(or any related consequences) in crediting an account with an amount required
under the Senior Finance Documents to be paid by such Financing Agent if the
Financing Agent has taken all necessary steps as soon as reasonably practicable
to comply with the regulations or operating procedures of any recognised
clearing or settlement system used by such Financing Agent for that purpose.  (d)No Financing Agent or Issuing Lender will be
liable for any failure of any Obligor or any other Finance Party to duly and
punctually comply with their respective obligations under the Senior Finance
Documents.  (e)References in this Clause 24.9 to any Finance
Party shall, for the avoidance of doubt, include any affiliates of such Finance
Party and any exclusion of liability of such Finance Party referred to herein
shall extend to such affiliates.  24.10Lenders Indemnity to the
Agents:  (a)Without limiting the liability of any Obligor
under the Senior Finance Documents, each Lender shall (in proportion to its
share of the Total Commitments or, if the Total Commitments are then zero, to
its share of the Total Commitments immediately prior to their reduction to
zero) indemnify each Financing Agent, within three Business Days of demand,
against any cost, loss or liability incurred by that Financing Agent (otherwise
than by reason of that Financing Agents gross negligence or wilful misconduct)
in acting as Financing Agent under the Senior Finance Documents (unless the
Financing Agent has been reimbursed by an Obligor pursuant to a Senior Finance
Document).  108 
   (b)The Security Agent shall be indemnified by the
Finance Parties as provided under the Intercreditor Deed.  24.11Resignation of Agents:  (a)Each Agent may resign and appoint one of its
Relevant Affiliates acting through an office in the United Kingdom as
successor by giving notice to the other Finance Parties and the Obligors
Agent.  For this purpose Relevant
Affiliate in relation to an Agent means its Subsidiaries or Holding Companies
or another subsidiary of such Holding Company acting through an office in the
UK.  (b)Alternatively, an Agent may resign by giving no
less than 30 Business Days notice to the other Finance Parties and the
Obligors Agent, in which case the Majority Lenders (after consultation with
the Obligors Agent) may appoint a reputable bank or other financial
institution acting through an office in the UK as successor Agent.  (c)If the Majority Lenders have not appointed a
successor Agent in accordance with paragraph (b) above within 30 days after
notice of resignation was given, the relevant Agent (after consultation with
the Obligors Agent) may appoint a successor Agent (acting through an office in
the United Kingdom).  (d)The retiring Agent shall, at its own cost, make
available to the successor Agent such documents and records and provide such
assistance as the successor Agent may reasonably request for the purposes of
performing its functions as the relevant Agent under the Senior Finance
Documents.  (e)An Agents resignation notice shall only take
effect upon the appointment of a successor and acceptance by such successor of
such appointment and the execution of all necessary documentation to
effectively substitute the successor agent (including, in the case of a
successor Security Agent, to substitute the successor Security Agent as holder
of the Security Interests created by the Security Documents).  (f)Upon the appointment of a successor, the
retiring Agent shall be discharged from any further obligation in such capacity
in respect of the Senior Finance Documents but shall remain entitled to the
benefit of this Clause in respect of any action which it took or failed to take
whilst acting in the capacity of Agent. 
Its successor and each of the other parties shall have the same rights
and obligations amongst themselves as they would have had if such successor had
been an original party.  For the
avoidance of doubt, Credit Suisse First Boston and J.P. Morgan plc, which were
joint Lead Arrangers (with Deutsche Bank AG London) and Documentation Agents,
have resigned from such offices and shall be discharged from any further
obligations in such capacity in respect of the Senior Finance Documents but
shall remain entitled to the benefit of this Clause in respect of any action
which they respectively took or failed to take whilst acting in such
capacities.  (g)After consultation with the Obligors Agent,
the Majority Lenders may, by notice to an Agent, require it to resign in
accordance with paragraph (b) above.  In
this event, such Agent shall resign in accordance with paragraph (b) above.  24.12Confidentiality and the Agents  (a)In acting as agent for the Finance Parties,
each Financing Agent and the Issuing Lender shall be regarded as acting through
its relevant agency division or department, which shall be treated as a
separate entity from any other of its divisions or departments or affiliates.  109 
   (b)If any information is received by any other
division or department or affiliate of a Financing Agent or the Issuing Lender
whilst acting for a Group Company in relation to any matter in a capacity other
than as such Financing Agent or the Issuing Lender, such information may be
treated as confidential to such division, department or affiliate and such
Financing Agent shall not be deemed to have notice of it.  (c)Notwithstanding any other provision of any
Senior Finance Document neither the Agent nor the Security Agent shall, as
between itself and the other Finance Parties, be obliged to disclose to any
Finance Party or any other person any information supplied by any Group Company
to the Agent or Security Agent which is identified by a Group Company at the time
of supply as being unpublished, confidential or price sensitive information
relating to a proposed transaction by a Group Company and supplied solely for
the purpose of evaluating in consultation with such Agent whether such
transaction might require a waiver or amendment to any of the provisions of the
Senior Finance Documents.  24.13Relationship with the Lenders:  (a)The Agent may treat each Lender, which makes
available any portion of a Utilisation as a Lender, as entitled to payments
under this Agreement and acting through its Lending Office unless it has
received not less than five Business Days prior notice from that Lender to the
contrary in accordance with the terms of this Agreement.  (b)Each Lender shall supply the Agent with any
information required by the Agent in order to calculate the Mandatory Cost in
accordance with Schedule 13 (Mandatory Costs Formulae).  24.14Credit Appraisal by the
Lenders:  Without affecting the responsibility of any
Obligor for information supplied by it or on its behalf in connection with any
Senior Finance Document, each Lender confirms to each Financing Agent and
Arranger and Issuing Lender that:  (a)it has not relied on any information or
representation or warranty provided by any other Finance Party in connection
with the Senior Finance Documents;  (b)it has been, and will continue to be, solely
responsible for making its own independent appraisal and investigation of all
risks arising under or in connection with any Senior Finance Document,
including, but not limited to:  (i)the financial condition, status,
creditworthiness and nature of each Group Company and that it has not and will
not rely on any Financing Agent or Arranger or the Issuing Lender to provide it
with any information concerning such matters save for any which any Financing
Agent or Arranger or the Issuing Lender is expressly required to provide under
this Clause 24 (The Agents and the other Finance Parties);  (ii)the legality, validity, effectiveness, adequacy
or enforceability of any Senior Finance Document and any other agreement,
arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Senior Finance Document;  (iii)whether that Lender has recourse, and the
nature and extent of that recourse, against any party or any of its respective
assets under or in connection with any Senior Finance Document, the
transactions contemplated by the Senior Finance Documents or any other
agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with any Senior Finance Document; and  110 
   (iv)the adequacy, accuracy and/or completeness of
the 2003 Syndication Information Memorandum, any other Syndication Information
Memorandum and any other information provided by any Financing Agent or the
Issuing Lender, any party or any other person under or in connection with any
Senior Finance Document, the transactions contemplated by the Senior Finance
Documents or any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Senior Finance
Document; and  (c)it will decide whether to take or omit to take
any action under a Senior Finance Document without reliance on any other
Finance Party.  24.15Agents Management Time: 
Any amount payable to the Agent or Security Agent by any party under any
indemnity or in respect of any costs or expenses incurred by such Agent under
the Senior Finance Documents may include the cost of utilising the Agents
management time or other resources and will be calculated on the basis of such
reasonable daily or hourly rates as the Agent may notify to the relevant party
and is in addition to any fees or expenses paid or payable to such Agent under
any other provision of the Senior Finance Documents.  24.16Deduction from Amounts Payable
by the Agents:  If any party owes an amount to a Financing
Agent under the Senior Finance Documents, the Agent may, after giving notice to
that party, deduct an amount not exceeding that amount from any payment to that
party which the Financing Agent would otherwise be obliged to make under the
Senior Finance Documents and apply the amount deducted in or towards
satisfaction of the amount owed.  For the
purposes of the Senior Finance Documents, that party shall be regarded as
having received any amount so deducted.  24.17Conduct of Business by Finance
Parties:  No provision of this Agreement will:  (a)interfere with the right of any Finance Party
to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit;  (b)oblige any Finance Party to investigate or
claim any credit, relief, remission or repayment available to it or the extent,
order and manner of any claim; or  (c)oblige any Finance Party to disclose any
information relating to its affairs (Tax or otherwise) or any computations in
respect of Tax.  24.18Payments to Finance Parties:  (a)Each Financing Agent will account to the other
Finance Parties for their respective due proportions of all sums received by it
for such Finance Parties, whether by way of repayment of principal or payment
of interest, commitment commission, fees or otherwise.  (b)Each Financing Agent and the Arranger may
retain for its own use and benefit, and will not be liable to account to the
other Finance Parties for all or any part of any sums received by way of agency
or arrangement fee or by way of reimbursement of expenses incurred by it.  24.19Change of Office of Agents: 
Each Financing Agent may at any time and from time to time in its sole
discretion by written notice to the Obligors Agent and each of the other
Finance Parties designate a different office in the United Kingdom from which
its duties as an Agent will be performed.  24.20Role of the Security Agent:  (a)The Security Agent is hereby appointed by the
Finance Parties to hold on trust the benefit of the Security Documents to which
it is party as agent and security trustee for itself and the  111 
   Finance
Parties and to apply all payments and other benefits received by it by reason
thereof, or otherwise realised thereunder, in accordance with this Agreement
and the Intercreditor Deed.  In the
event that the court of any relevant jurisdiction does not recognise or give
effect to the trust expressed to be created by this Agreement, the relationship
of the Finance Parties and the Security Agent shall be construed as one of
principal and agent.  (b)Except as otherwise provided in any Security
Document, all moneys received by the Agent or the Security Agent under a
Security Document may be invested in the name of, or under the control of, such
Agent in any investments selected by such Agent and such Agent may at any time
vary or transfer any such investments for or into other investments or convert
any moneys so deposited into any currency which it may direct.  Additionally, those moneys may be placed on
deposit in the name of, or under the control of, such Agent at any bank or
institution (including itself) and upon such terms as it may think fit.  (c)Each Finance Party confirms its approval of
each Security Document.  (d)The Security Agent may appoint a separate
security agent or a co-security agent in any jurisdiction outside England and
Wales:  (i)if the Security Agent considers that without
such appointment the interests of the Finance Parties under the Senior Finance
Documents will be materially and adversely affected;  (ii)for the purpose of complying with any law,
directive or other condition in any applicable jurisdiction; or  (iii)for the purpose of obtaining or enforcing a
judgment or enforcing any Senior Finance Document in any jurisdiction.  (e)Any appointment under this Clause 24 will only
be effective if the separate security agent or co-security agent confirms to
the Security Agent and the Obligors Agent, in form and substance satisfactory
to the Security Agent, that it is bound by the terms of the Senior Finance
Documents as if it were the Security Agent.  (f)The Security Agent may remove any security
agent or co-security agent appointed by it and may appoint a new security agent
or co-security agent in its place.  (g)The Parent must (or must procure that an
Obligor will) pay to the Security Agent any reasonable remuneration paid by the
Security Agent to any security agent or co-security agent appointed by it,
together with any related costs and expenses incurred by the security agent or
co-security agent, which shall be treated as costs and expenses incurred by the
Security Agent.  (h)Each separate security agent or co-security
agent appointed in accordance with this Clause 24.20 shall have the powers,
authorities and discretions (which shall not exceed those conferred on the
Security Agent under the Senior Finance Documents) and the obligations imposed
by the relevant document of appointment and those referred to in paragraph (d)
above.  (i)Each Finance Party authorises, empowers and
directs the Security Agent (by itself or by such person(s) as it may nominate)
to execute and enforce such Security Document subject to the terms of the
Senior Finance Documents.  No Finance
Party shall exercise any independent right to exercise any rights, discretions
or powers or to grant any consents or releases under or pursuant to the
Security Documents except through the Security Agent.  112 
   (j)The perpetuity period for each trust created
pursuant to this Agreement shall be 80 years from the date of this Agreement.  24.21Security Agent as Joint and
Several Creditor and Representative:  (a)Each of the Obligors and each of the Finance
Parties (other than the Security Agent) agrees that the Security Agent shall be
the joint creditor (together with the relevant Finance Parties) of each and
every obligation of any Obligor towards each of the Finance Parties (other than
the Security Agent) under the Senior Finance Documents, and that accordingly
the Security Agent will have its own independent right to demand performance by
the relevant Obligor of those obligations. 
However, any discharge of any such obligation to one of the Security
Agent or a Finance Party (other than the Security Agent) shall, to that extent,
discharge the corresponding obligation owing to the other.  (b)Without limiting or affecting the Security
Agents rights against any Obligor (whether under this paragraph or under any
other provision of the Senior Finance Documents), the Security Agent agrees
with each other Finance Party (on a several and divided basis) that, subject as
set out in the next sentence, it will not exercise its rights as a joint
creditor with a Finance Party (other than the Security Agent) except with the
consent of the relevant Finance Party. 
However, for the avoidance of doubt, nothing in the previous sentence
shall in any way limit the Security Agents right to act in the protection or
preservation of rights under, or to enforce any Security Document as
contemplated by, this Agreement and the Intercreditor Deed and/or the relevant
Security Document (or to do any act reasonably incidental to any of the
foregoing).  25.CERTIFICATES
CONCLUSIVE AND APPLICATION OF MONEYS  25.1Certificates: 
A certificate, determination, notification or opinion of any Finance
Party or the Majority Lenders stipulated for in any Senior Finance Document or
as to any rate of interest or any other amount payable under any Senior Finance
Document will be prima facie evidence on an Obligor except in the case of
manifest error.  All certificates
required from any director or officer of any Group Company will be given
without any personal liability of such director or officer.  25.2Appropriation:  (a)If any sum paid or recovered in respect of the
liabilities of an Obligor under any of the Senior Finance Documents is less
than the amount then due and payable by that Obligor, the Agent shall apply
that sum against amounts outstanding from that Obligor under the Senior Finance
Documents in the following order:  (i)first, in or towards payment of any unpaid fees
and reimbursement of unpaid expenses of the Agent and the Security Agent under
the Senior Finance Documents;  (ii)second, in or towards payment pro rata of any
accrued interest, fees or commission;  (iii)third, in or towards payment pro rata of any to
principal due but unpaid under this Agreement (including, without limitation,
by the provision of cash cover for Contingent Liabilities); and  (iv)fourth, in or towards payment pro rata of any
other amounts due but unpaid under the Senior Finance Documents  113 
   in each case (other than (i))
pro rata to the outstanding amounts owing to the Finance Parties under the
Senior Finance Documents taking into account any applications under this
Clause 25.  provided that:  (v)prior to service of notice under Clause 23.2 (Cancellation
and Repayment), the Hedging Lenders and the Hedging Documents shall
be excluded in determining any distribution under paragraphs (i) to (iv)
inclusive above save to the extent that the relevant amount results from a
demand under Clause 19 (Guarantee and Additional Guarantors);  (vi)following service of notice under Clause 23.2 (Cancellation
and Repayment), any amount remaining after payments of the amounts
referred to in paragraphs (a) and (b) above shall be applied in payment to the
Agent for itself and the Lenders (other than the Hedging Lenders) and for the
Hedging Lenders for application towards unpaid and outstanding indebtedness due
to them pro rata to the outstanding amount of indebtedness due to each such
Finance Party, provided that no Hedging Lender shall be entitled to any portion
of any relevant amount to the extent that it has already received its portion
of that amount under the Intercreditor Deed; and  (vii)any amount received by the Agent in accordance
with paragraph (vi) above shall be applied in accordance with paragraphs (i),
(iv) and (v) above in payment to the Finance Parties (other than the Hedging
Lenders).  (b)The Agent shall, if so directed by the Majority
Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.  (c)Paragraphs (a) and (b) above will override any
appropriation made by an Obligor.  25.3Spanish Formalities: 
As regards any legal proceedings relating to this Agreement against any
or all of the Borrowers and Guarantors which are Spanish corporations:  (a)a statement as to any amount due to any Finance
Party under this Agreement which is certified as being correct by the relevant
Finance Party shall, in the absence of manifest error or unless otherwise
provided under this Agreement be prima facie evidence of the amount so due and
that such amount is in fact due and payable. 
Such statement shall include the balance resulting from the calculation
of the debt (in Spanish:  liquidación)
made by the relevant Finance Party, as well as the extract of the accounts of
credits and debits and those corresponding to the application of interest (if
any) which determine the particular balance of the amount due;  (b)the balance of the specific accounts in
relation to the Facilities, opened and held by Finance Parties in the relevant
Spanish Borrowers name, in accordance with the terms of the Spanish civil
Procedure Law, in which accounts all amounts owed by the Spanish Borrowers
shall be debited and all amounts paid by the Spanish Borrowers shall be
credited, shall be considered by the parties hereof as determining the amount
of debt of the Spanish Borrowers outstanding at the time enforcement action is
taken;  (c)the relevant Finance Party shall execute an
authentic document (in Spanish:  documento
fehaciente) evidencing that the calculation of the debt (in
Spanish:  liquidación) made has been
done according to the procedure agreed in this Agreement by the parties;  114 
   (d)prior to commencing enforcement actions in
connection with this Agreement, to the extent permitted by law, the Agent shall
deliver a copy of the relevant statement to the relevant Spanish Borrower or
Spanish Guarantor through judicial or notarial means, which shall express the
amount due.  26.PRO RATA PAYMENTS  26.1Payments to Finance Parties: 
If any amount owing by an Obligor under a Senior Finance Document to a
Finance Party (a Recovering Finance Party)
is discharged by payment, set-off or any other manner other than through the
Agent in accordance with Clause 15 (Payments)
(such amount being referred to in Clause 26 (Pro
Rata Payments) as a Recovery),
then, subject to Clause 26.5 (Exceptions):  (a)the Recovering Finance Party shall, within
three Business Days, notify details of the Recovery to the Agent;  (b)the Agent shall determine whether the Recovery
is in excess of the amount the Recovering Finance Party would have been paid
had the Recovery been received or made by the Agent and distributed in
accordance with Clause 15 (Payments), without taking account of any
Tax which would be imposed on the Agent in relation to the Recovery or
distribution; and  (c)the Recovering Finance Party shall, within
three Business Days of demand by the Agent, pay to the Agent an amount (the Sharing Payment) equal to such Recovery
less any amount which the Agent determines may be retained by the Recovering
Finance Party as its share of any payment to be made in accordance with Clause
26.5 (Exceptions).  26.2Redistribution of Payments: 
The Agent shall treat the Sharing Payment as if it had been paid by the
relevant Obligor and distribute it between the Finance Parties (other than the
Recovering Finance Party) in accordance with Clause 25.2 (Appropriation).  26.3Recovering Finance Partys
Rights:  (a)On a distribution by the Agent under Clause
26.2 (Redistribution
of Payments), the Recovering Finance Party will be subrogated to the
rights of the Senior Finance Parties which have shared in the redistribution in
respect of the Sharing Payments.  (b)If and to the extent that the Recovering
Finance Party is not able to rely on its rights under paragraph (a) above, the
relevant Obligor shall owe the Recovering Finance Party a debt equal to the
Sharing Payment which is immediately due and payable and of the type originally
discharged.  26.4Reversal of Redistribution: 
If a Recovering Finance Party is obliged subsequently to repay or return
any part of a Recovery, or amount measured by reference to a Recovery to an
Obligor, and the Recovering Lender has already paid a Sharing Payment in
respect of that Recovery, then:  (a)each Finance Party which has received a share
of the relevant Sharing Payment pursuant to Clause 26.2 (Redistribution of Payments)
shall, upon request of the Agent, pay to the Agent for the account of that
Recovering Finance Party an amount equal to the appropriate part of its share
of the Sharing Payment (together with such an amount as is necessary to
reimburse that Recovering Finance Party for its proportion of any interest on
the Sharing Payment which that Recovering Finance Party is required to pay);
and  115 
   (b)that Recovering Finance Partys rights of
subrogation in respect of any payment by a Finance Party under paragraph (a)
will be cancelled and the relevant Obligor will be liable to the reimbursing
Finance Party for the amount so reimbursed.  26.5Exceptions:  (a)A Recovering Finance Party shall not be obliged
to pay a Sharing Payment under this Clause 26 (Pro Rata Payments) to the
extent that the Recovering Lender would not, after making any payment pursuant
to this Clause 26 (Pro Rata Payments), have a valid and
enforceable claim against the relevant Obligor in the amount of the Sharing
Payment.  (b)A Recovering Finance Party shall not be obliged
to share with any other Finance Party any amount which the Recovering Finance
Party has received or recovered as a result of taking legal or arbitration
proceedings, if:  (i)the Recovering Finance Party notified the Agent
or the other Finance Party of the legal or arbitration proceedings; and  (ii)that other Finance Party had an opportunity to
participate in those legal or arbitration proceedings but did not do so as soon
as reasonably practicable having received notice of those proceedings and did
not take separate legal or arbitration proceedings.  (c)Prior to the service of notice under Clause
23.2 (Cancellation
and Repayment), a Recovering Finance Party shall not be obliged to
share any Recovery which it receives in its capacity as an Ancillary Lender or
Hedging Lender from the exercise of set-off or netting rights under the
Ancillary Documents or the Hedging Documents (as the case may be) to the extent
permitted by the Intercreditor Agreement.  (d)The Issuing Lender shall not be obliged to
account to any Finance Party for the profit element of any sum received by it
for its own account or to share sums deposited for the purpose of cash
collateralising the Issuing Lenders liability in respect of an outstanding Letter
of Credit or Lender Guarantee.  26.6Obtaining Consents: 
Each party agrees to take all steps required of it pursuant to this
Clause 26 (Pro Rata Payments) and
to use its reasonable endeavours to obtain any consents or authorisations which
may at any relevant time be required in respect of any payment to be made by it
pursuant to this Clause 26 (Pro Rata
Payments) .  26.7No Security: 
The provisions of this Clause 26 (Pro
Rata Payments) shall not, and shall not be construed so as to,
constitute a charge by any Finance Party over all or any part of any sum
received or recovered by it under any of the circumstances mentioned in this
Clause 26 (Pro Rata Payments).  26.8Distribution of Proceeds:  (a)All proceeds of enforcement of the Security
Interests conferred by the Security Documents shall be paid as provided under
the Intercreditor Deed or the relevant Security Document and, subject thereto,
shall be applied in the following order:  (i)first, in payment of unpaid fees, costs and
expenses (including interest thereon in accordance with the Security Documents)
incurred by or on behalf of the Security Agent (and any receiver, adviser or
agent appointed by it) and the remuneration of the Security Agent and its
advisers or agents under the Security Documents;  116 
   (ii)second, in payment of unpaid costs and expenses
incurred by or on behalf of the Finance Parties in connection with enforcement
of the Security Documents and which any Obligor is obliged to pay or reimburse
to any Finance Party in accordance with the Senior Finance Documents;  (iii)third, in payment to:  (A)the
Agent (for itself and the Lenders) for application towards unpaid and
outstanding indebtedness under the Senior Finance Documents (other than as
referred to in paragraph (B) below); and  (B)to the
Hedging Lenders for application towards unpaid and outstanding indebtedness
under the Hedging Documents;  each payment to be made pro
rata to the outstanding indebtedness due to the Hedging Lenders and the other
Finance Parties; and  (iv)fourth, in payment of the surplus (if any) to
the relevant Obligors or other persons entitled to it.  (b)If any sum paid to or recovered by the Agent or
Security Agent in respect of the liabilities of an Obligor under the Senior
Finance Documents (other than as a result of the enforcement of the Security
Interests created by the Security Documents) is less than the amount then due
from such Obligor such sum or recovery will be applied as provided in paragraph
(a) above after taking account of any distribution under paragraph (a) above.  26.9Adjustments: 
If by reason of applicable law the Security Agent or the Agent is not
able to apply any amount received pursuant to enforcement of guarantees and
Security Documents in payment to the Finance Parties in accordance with Clause
26.8 (Distribution of Proceeds),
such amount shall instead be applied as the Security Agent or the Agent shall
reasonably determine in accordance with applicable law and the relevant Finance
Parties shall make such payments required between themselves as may be required
in order to place each of the Finance Parties in the same position as they
would have been in had such amount been applied as provided in Clause 26.8 (Distribution of Proceeds) unless the Agent
determines that it would be prejudicial to the interests of the Finance Parties
as a whole to make such payments.  27.SET-OFF  27.1Set-off Rights: 
Any Finance Party may at any time (without notice to the relevant
Obligor):  (a)set off or otherwise apply sums standing to the
credit of any Obligors accounts with the Finance Party (irrespective of the
terms applicable to such accounts and whether or not such sums are then due for
repayment to that Obligor);  (b)set off any other obligations (whether or not
then due for performance) owed by the Finance Party to the relevant Obligor,  against any liability of the relevant Obligor due and
payable by such Obligor and not paid on the due date to the relevant Finance
Party under the Senior Finance Documents.  27.2Different Currencies: 
A Finance Party may exercise such rights notwithstanding that the
amounts concerned may be expressed in different currencies and each Finance
Party is authorised to effect any necessary conversions at a market rate of
exchange selected by it.  117 
   27.3Unliquidated Claims: 
If the relevant obligation or liability is unliquidated or unascertained
the Finance Party may set off the amount it estimates (in good faith) will be
the final amount of such obligation or liability once it becomes liquidated or
ascertained.  28.NOTICES  28.1Mode of Service: 
Save as specifically otherwise provided in this Agreement any notice,
demand or other communication to be served under this Agreement will be in
writing and will be served only by posting by first-class post or by personally
delivering the same or sending the same by telex or facsimile transmission to
the party to be served at its address, telex or facsimile number shown immediately
after its name on the signature page of this Agreement or set out under its
name in Schedule 1 (in the case of parties to this Agreement) or given in
the relevant Senior Finance Document (in the case of other parties) or at its
registered office or at such other address or number as it may from time
to time notify in writing to the other parties hereto. Any notice, demand or
other communication to be served by an Obligor on the Agent or any other
Finance Party will be effective only on receipt by such person, and then only
if the same is expressly marked for the attention of the department or officer
(if any) specified in Schedule 1 or in the relevant Senior Finance
Document (or such other department or officer as the Agent or the relevant Finance
Party may from time to time specify for this purpose).  28.2Deemed Service: 
A notice or demand served by first class post in the United Kingdom will
be deemed served 48 hours after posting or when delivered if served
personally.  A notice or demand served
overseas by air mail will be deemed duly served 72 hours after posting or when
delivered if served personally.  A
notice or demand sent by telex or facsimile transmission will be deemed served
at the time of transmission unless served on a non-Business Day or after 5.00
p.m. London time in which case it will be deemed served at 9.00 a.m. on the
following Business Day.  28.3Proof of Service: 
In proving service of any notice it will be sufficient to prove, in the
case of a letter, that such letter was properly stamped or franked first class,
addressed and placed in the post or, in the case of personal delivery, when
left at the correct address and, in the case of a telex or facsimile
transmission, that such telex or facsimile was duly transmitted to the telex or
facsimile number of the addressee referred to in Clause 28.1 (Mode of Service) above.  29.NO IMPLIED WAIVERS  29.1Failure to Exercise Rights: 
No failure or delay by the Agent or any other Finance Party in
exercising any right, power or privilege under any of the Senior Finance
Documents will operate as a waiver thereof nor will any single or partial
exercise of any right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.  29.2Cumulative Rights: 
The rights and remedies provided in the Senior Finance Documents are
cumulative and not exclusive of any rights and remedies provided by law and all
such rights and remedies howsoever arising will, save where expressly provided
to the contrary therein, be available to the Finance Parties severally and any
Finance Party shall be entitled to commence proceedings in connection therewith
in its own name.  29.3Grant of Waivers: 
A waiver given or consent granted by the Agent or any other Finance
Party under this Agreement will be effective only if given in writing and then
only in the instance and for the purpose for which it is given.  118 
   30.INVALIDITY OF ANY PROVISION  If any provision of this Agreement is or becomes
invalid, illegal or unenforceable in any respect under any law, the validity,
legality and enforceability of the remaining provisions, or the validity,
legality and enforceability of that provision under any other law, shall not be
affected or impaired in any way.  31.CONFIDENTIALITY  Subject to Clause 32.9 (Disclosure of Information),
the parties will keep the Senior Finance Documents and the subject matter
thereof confidential save that such information may be disclosed:  (a)if so required by any law or regulation; or  (b)if so required by the City Code on Takeovers
and Mergers, The Takeover Panel or The Stock Exchange or The UK Listing
Authority or any stock exchange or any recognised market or investment exchange
(as defined in The Financial Services and Markets Act 2000) on which it or any
of its affiliates may be listed;  (c)to any governmental, banking, taxation or other
regulatory body with jurisdiction over any Finance Party or any affiliate of
any Finance Party;  (d)if the information comes into the public domain
(otherwise than as a result of a breach of this Clause 31);  (e)to an Affiliated Lender or to its or such
Affiliated Lenders auditors, legal advisers or other professional advisers or
rating agencies (the Advisers)
for purposes connected with the Senior Finance Documents provided that such
Finance Party takes reasonable steps to procure that each such Affiliated
Lender and each Adviser maintains the confidentiality of such information; or  (f)in connection with any legal or arbitration
proceedings.  32.CHANGES TO PARTIES  32.1Successors: 
The Senior Finance Documents shall be binding upon and enure to the
benefit of each party hereto and its or any subsequent successors and any New
Lender.  32.2Assignments and Transfers by
Lenders:  Any Lender (an Existing Lender) may, at any time, subject to provisions of
this Agreement:  (a)assign any of its rights; or  (b)transfer (including by way of novation) any of
its rights and obligations hereunder,  to a bank or financial institution or to any fund or
other entity which is regularly engaged in or established for the purpose of
making, purchasing or investing in or securitising loans, securities or other
financial assets (a New Lender).  32.3Conditions to Assignments and
Transfers:  (a)An assignment or transfer of only part of a
participation or Commitment shall be in a minimum Sterling Amount of £5,000,000
and an integral Sterling Amount of £1,000,000 (unless it is made to an
affiliate of the assignor or transferor).  119 
   (b)The Obligors Agent shall be consulted, in the
case of any assignment or transfer, unless, in either case, the assignment or
transfer is to another Lender or an affiliate of a Lender  (c)An assignment will only be effective upon
receipt by the Agent of written confirmation from the New Lender (in form and
substance satisfactory to the Agent) that it will assume the same obligations
to each of the other Finance Parties as it would have been under had it been an
Original Lender, and receipt by the Agent of an accession agreement to the
Intercreditor Deed executed by the New Lender and the recordation of such
assignment in the Register pursuant to Clause 32.11 (The Register).  (d)A transfer will only be effective if the
procedure set out in Clause 32.8 (Procedure for Transfers by Lenders) is
complied with and the Agent has received an accession agreement to the
Intercreditor Deed executed by the New Lender.  (e)The consent of the Issuing Lender is required
for an assignment or transfer of any Lenders rights or obligations under the
Revolving Facility (such approval not to be unreasonably withheld) or delayed,
provided that no such approval shall be required where the obligations of the
Existing Lender to be transferred to the New Lender are guaranteed by the
Existing Lender (or the person that guarantees the obligations of the New
Lender which are to be transferred) or by any other person rated BBB or higher
by Standard & Poors Rating Group or Baa2 or higher by Moodys Investors
Service, Inc.).  (f)Without prejudice to Clause 32.3(b), each
Obligor hereby expressly consents to each assignment, transfer and/or novation
of rights or obligations made in accordance with this Clause 32 (Changes to
Parties).  Each Obligor also
accepts and confirms, for the purposes of the Spanish Civil Code and all other
purposes, that all guarantees, indemnities and Security Interests granted by it
under any Senior Finance Document will, notwithstanding any such assignment,
transfer or novation, continue and be preserved for the benefit of the New
Lender and each of the other Senior Finance Parties in accordance with the
terms of the Senior Finance Documents.  (g)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 it under
this Agreement.  32.4Costs from Assignment or
Transfer or Change of Lending Office:  If:  (a)any Lender assigns its rights or transfers any
of its rights or obligations under the Senior Finance Documents; and  (b)as a result of circumstances existing at the
time of the assignment or transfer an Obligor would (but for this Clause 32.4)
be obliged to make payment to the New Lender of any amount required to be paid
by an Obligor under Clause 16 (Taxes) or Clause 17.1 (Increased
Costs),  that New Lender or Lender acting through its new
Lending Office shall not be entitled to receive or claim any amount under those
Clauses in excess of the amount that it would have been entitled to receive or
claim if that assignment, transfer or change had not occurred.  32.5Assignments by Lenders: 
Upon an assignment becoming effective, the Existing Lender will be
released from its obligations under the Senior Finance Documents to the extent
they are transferred to the New Lender.  120 
   32.6Assignment and Transfer Fees: 
Unless the Agent agrees otherwise, a New Lender must pay to the Agent
(for its own account) a fee of £1,000 on or before the date upon which an
assignment or transfer to it takes effect pursuant to this Clause 32 (Changes to Parties).  32.7Limitation of Responsibility
of Existing Lenders:  (a)Unless expressly agreed to the contrary, an
Existing Lender makes no representation or warranty and assumes no
responsibility to a New Lender for:  (i)the legality, validity, effectiveness, adequacy
or enforceability of the Senior Finance Documents or any other documents;  (ii)the financial condition of any Obligor;  (iii)the performance and observance by any Obligor
of its obligations under the Senior Finance Documents or any other documents;
or  (iv)the accuracy of any statements or information
(whether written or oral) made or supplied in connection with any Senior
Finance Document or any other document,  and any representations or warranties implied by law
are excluded.  (b)Each New Lender confirms to the Existing Lender
and the other Finance Parties that it:  (i)has made (and shall continue to make) its own
independent investigation and assessment of the financial condition and affairs
of each Obligor and its related entities and all other risks arising in
connection with its participation in the Senior Finance Documents;  (ii)will continue to make its own independent
appraisal of the creditworthiness of each Obligor and its related entities
whilst any amount is or may be outstanding under the Senior Finance Documents
or any Commitment is in force; and  (iii)has not relied exclusively on any information
provided to it by the Existing Lender in connection with any Senior Finance
Document.  (c)Nothing in any Senior Finance Document obliges
an Existing Lender to:  (i)accept a re-assignment or re-transfer from a
New Lender of any of the rights and obligations assigned or transferred by such
Existing Lender under this Clause 32 (Changes to Parties); or  (ii)support any losses directly or indirectly
incurred by the New Lender by reason of the non-performance by any Obligor of
its obligations under the Senior Finance Documents or otherwise.  32.8Procedure for Transfers by
Lenders:  (a)Subject to the conditions set out in Clause
32.3 (Conditions
to Assignments and Transfers), a transfer by novation is effected in
accordance with paragraph (c) below when:  (i)the Agent executes an otherwise duly completed
Transfer Certificate executed and delivered to it by the Existing Lender and
the New Lender; and  121 
   (ii)the transfer is recorded in the Register.  The Agent shall, as soon as reasonably practicable
after receipt of a duly completed Transfer Certificate which appears on its
face to comply with the terms of this Agreement and appears to have been
delivered in accordance with the terms of this Agreement, execute that Transfer
Certificate and record the transfer in the Register.  (b)Each party (other than the Existing Lender and
the New Lender) irrevocably authorises the Agent to execute any duly completed
Transfer Certificate on its behalf.  (c)On the Transfer Date:  (i)to the extent that in such Transfer Certificate
the Existing Lender seeks to transfer by novation its rights and obligations
under the Senior Finance Documents, each of the Obligors and such Existing
Lender shall be released from further obligations towards one another (and the
Existing Lender and the Issuing Lender shall be released from any further
obligations toward each other) under the Senior Finance Documents and their
respective rights against one another under the Senior Finance Documents shall
be cancelled (such rights and obligations being referred to in this Clause 32.8
as discharged rights and obligations);  (ii)each of the Obligors and the New Lender shall
assume obligations towards one another and/or acquire rights against one
another which differ from the discharged rights and obligations only insofar as
that Obligor and that New Lender have assumed and/or acquired the same in place
of that Obligor and such Existing Lender;  (iii)the Agent, the Arranger, the New Lender and the
other Finance Parties shall acquire the same rights and benefits and assume the
same obligations between themselves as they would have acquired and assumed had
such New Lender been an original party hereto as a Lender with the rights,
benefits and/or obligations acquired or assumed by it as a result of such
transfer and to that extent the Agent, the Arranger and the relevant Existing
Lender and the other Finance Parties (other than the New Lender) shall each be
released from further obligations to each other under the Senior Finance Documents;
and  (iv)such New Lender shall become a party hereto as
a Lender.  32.9Disclosure of Information: 
Any Finance Party may disclose to any affiliate or other person:  (a)to (or through) whom such Finance Party assigns
or transfers (or may potentially assign or transfer) all or any of its rights,
benefits and obligations hereunder; or  (b)with (or through) whom such Finance Party
enters into (or may potentially enter into) any sub-participation in relation
to, or any other transaction under which payments are to be made by reference
to, the Senior Finance Documents or any Obligor; or  (c)to whom, and to the extent that, information is
required to be disclosed by any applicable law or directive; or  a copy of any Senior Finance Document and such
information about any Obligor or any of its Subsidiaries or the Senior Finance
Documents as that Finance Party shall consider appropriate, provided that, in
relation to disclosures referred to in paragraphs (a) and (b) above, the person
to whom such information is to be given has entered into a Confidentiality
Undertaking.  122 
   32.10Sub-participation: 
Nothing in this Agreement shall restrict the ability of a Lender to
sub-participate any or all of its obligations hereunder so long as such Lender
remains liable under this Agreement in relation to those obligations;  32.11The Register:  (a)The Agent, acting for this purpose as the agent
of the Obligors, shall maintain at its address referred to in Clause 28 (Notices):  (i)a copy of each notice referred to in Clause
32.5 (Assignments
by Lenders) and each Transfer Certificate referred to in Clause 32.8
(Procedure
for Transfers by Lenders) delivered to and accepted by it; and  (ii)with respect to each Facility, a register for
the recording of the names and addresses of the Lenders and the Commitment of,
and principal amount owing to, each Lender from time to time (the Register) under such Facility.  The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Obligors, the Agent
and the Lenders shall treat each person whose name is recorded in the Register
as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for
inspection by any Obligor or any Lender at any reasonable time and from time to
time upon reasonable prior notice.  (b)Each party to this Agreement irrevocably
authorises the Agent to make the relevant entry in the Register on its behalf
for the purposes of this Clause 32.11 (The Register) without any further consent
of, or consultation with, such party.  32.12Affiliates: 
Any Affiliate of a Lender nominated by such Lender to make available
Utilisations shall by virtue of its signature of the relevant Transfer Certificate
become party to this Agreement for the purposes of making available such
Utilisations with the rights specified in Clause 3.2(c) (Lending Office) and shall be a Finance
Party for the purposes of the Senior Finance Documents to the extent necessary
to give effect to Clause 3.2(c) (Lending
Office).  32.13Reference Banks: 
If a Reference Bank ceases to be a Lender or an Affiliate of a Lender,
the Agent shall appoint (acting on the instructions of the Majority Lenders)
another Lender or Affiliate of a Lender to replace such Reference Bank in
consultation with the Obligors Agent.  32.14Assignment by the Obligors: 
No Obligor may assign or transfer all or any part of its rights,
benefits or obligations under this Agreement or any of the other Senior Finance
Documents.  33.LENDERS DECISIONS  33.1Modifications: 
Subject to Clauses 33.2 (Modifications
Requiring Unanimous Lender Agreement) and the remaining provisions
of this Clause 33, any provision of this Agreement or any of the other Senior
Finance Documents may be amended, waived, varied or modified (each a Modification) with the agreement of the
Majority Lenders and the Obligors Agent. 
A Modification so agreed may be effected by the Agent executing such
documents as may be required for such purpose on behalf of all the Lenders and
the Obligors Agent executing such documents on behalf of the other
Obligors.  The Agent will promptly
notify the other parties to this Agreement and the other Senior Finance Documents
of the Modification so effected.  Such
Modification will take effect from the date upon which such notification is
given (or such later date as the Agent may specify therein) and will be binding
on all parties to the Senior Finance Documents.  123 
   33.2Modifications Requiring
Unanimous Lender Agreement:  The following matters will
require the unanimous agreement of all of the Lenders:  (a)the definition of Majority Lenders in Clause
1.1 (Definitions);  (b)any extension of the date for payment or any
change in the currency of payment of any amount payable to a Lender under the
Senior Finance Documents;  (c)any reduction in the Margin (other than by
reason of the operation of Clause 9.7 (Margin Adjustment)) or any reduction in
the amount of any payment of principle, interest, fees or commission payable to
a Lender under the Senior Finance Documents;  (d)any increase in, or extension of, any
Commitment or the Total Commitments;  (e)any release of an Obligor in circumstances
where the security/guarantee coverage test in Clause 19.6 (Security/Guarantee Coverage)
would be breached;  (f)any provision of any Senior Finance Document
which expressly requires the consent of all Lenders;  (g)this Clause 33.2 (Modifications Requiring Unanimous
Lender Agreement), Clause 3.3 (Rights and Obligations of Finance Parties)
and Clause 35 (Governing Law and Submission to Jurisdiction);  (h)the right of a Lender to assign or transfer its
rights or obligations under the Senior Finance Documents under Clause 32 (Changes to
Parties);  (i)any reduction in the principal amount
outstanding under any Facility or in the amount of any Letter of Credit or
Lender Guarantee (except as a result of a repayment or prepayment of cash), for
example, by a forgiveness of any amount outstanding under any of the Facilities
or the conversion of such amount into equity; or  (j)any release of any material part of the
Security Interests constituted by the Security Documents other than pursuant to
the enforcement of such Security Interests or as required in accordance with
the Senior Finance Documents where the security/guarantee coverage test in
Clause 19.6 (Security/Guarantee Coverage) would be breached.  33.3Waivers: 
Any waiver or any consent, approval or other matter which by the express
terms of this Agreement or any other Senior Finance Document is to be given by
all of the Lenders will not be effective unless all of the Lenders have agreed
thereto but, subject thereto, may be given by the Agent on behalf of all of the
Lenders.  33.4Agents/Arrangers/Issuing
Lender:  Any amendment or waiver which will affect
the rights or obligations of any of the Financing Agents, the Arranger or the
Issuing Lender in each case in its capacity as such shall also require the
consent of the relevant Agent, Arranger or Issuing Lender.  33.5Ancillary Lenders: 
Any amendment or waiver which will affect the rights or obligations of
any Ancillary Lender will also require its consent unless specifically provided
otherwise in the Senior Finance Documents. 
The Ancillary Documents may be amended, varied, waived or modified by
agreement between the parties thereto subject as provided in Clause 7 (Ancillary Facilities).  33.6Hedging Lenders: 
Any amendment or waiver which will affect the rights or obligation of
any Hedging Lender in its capacity as such will also require its consent unless
specifically provided otherwise in the Senior Finance Documents.  The Hedging Documents may be amended,
varied,  124    waived or
modified to the extent permitted under the Intercreditor Deed by agreement
between the parties thereto.  33.7Security Documents: 
Subject to Clause 33.2(j) (Modifications
Requiring Unanimous Lender Agreement), the Security Documents may be
amended, varied, waived or modified with the agreement of the relevant Obligor
and the Security Agent (acting on the instructions of the Majority Senior
Creditors (as defined in the Intercreditor Deed)).  34.INDEMNITIES  34.1General Indemnity and Breakage
Costs:  Each Obligor will fully indemnify each of
the Finance Parties on demand from and against any expense (including legal
fees), loss, damage or liability which any of them may incur as a consequence
of any sum not being paid when due pursuant to the Senior Finance Documents,
any failure to borrow (or otherwise utilise the Facilities) when obliged to do
so in accordance with this Agreement, any Advance being repaid or prepaid
otherwise than on the last day of an Interest Period, the occurrence of any
Event of Default or otherwise in connection with a breach by the Parent of this
Agreement or a breach by any Obligor of any Senior Finance Document, any
Environmental Law, having made the Facilities available or entering into this
Agreement or enforcing any security granted pursuant to any of the Security
Documents.  Without prejudice to its
generality, the foregoing indemnity extends to any interest, fees or other sums
whatsoever paid or payable on account of any funds borrowed in order to carry
any amount which an Obligor fails to pay in breach of this Agreement and to any
loss (other than loss of profit), premium, penalty or expenses which may be
incurred in liquidating or employing deposits from third parties acquired to
make, maintain or fund outstanding Advances or any other amount due or to
become due under this Agreement.  34.2Currency Indemnity: 
Without prejudice to Clause 34.1 (General
Indemnity and Breakage Costs), if:  (a)any amount payable by the Parent or any other
Obligor under or in connection with any Senior Finance Document is received by
any Finance Party (or by the Agent on behalf of any Finance Party) in a
currency (the Payment Currency)
other than that agreed in the relevant Senior Finance Document (the Agreed Currency), whether as a result of
any judgment or order or the enforcement thereof, the liquidation of the Parent
or relevant Obligor or otherwise and the amount produced by converting the
Payment Currency so received into the Agreed Currency is less than the relevant
amount of the Agreed Currency; or  (b)any amount payable by the Parent or any Obligor
under or in connection with any Senior Finance Document has to be converted
from the Agreed Currency into another currency for the purpose of (i) making or
filing a claim or proof against the Parent or any Obligor, (ii) obtaining an
order or judgment in any court or other tribunal or (iii) enforcing any order
or judgment given or made in relation to any Senior Finance Document,  then the Parent and Regentrealm will, as an
independent obligation, indemnify the relevant Finance Party for the deficiency
and any loss sustained as a result.  Any
conversion required will be made at such prevailing rate of exchange on such
date and in such market as is determined by the relevant Finance Party as being
most appropriate for the conversion. The Parent and Regentrealm will in
addition pay the costs of the conversion.  34.3Waiver: 
The Obligors Agent waives (on behalf of itself and the other Obligors)
any right any of them may have in any jurisdiction to pay any amount under any
Senior Finance Document in a currency other than that in which it is expressed
to be payable in the relevant Senior Finance Document.  125 
   34.4Publicity: 
The Arranger may at its own expense make public announcements in respect
of the financing and/or refinancing of the Offer with the prior consent of the
Original Equity Investors (such consent not to be unreasonably withheld).  35.GOVERNING LAW AND
SUBMISSION TO JURISDICTION  35.1Governing Law: 
This Agreement shall be governed by English law.  35.2Submission to Jurisdiction:  (a)Subject to paragraph (c) below, the courts of
England have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Agreement (including a dispute regarding the existence,
validity or termination of this Agreement) or the consequences of its nullity
(a Dispute).  (b)The parties agree that the courts of England
are the most appropriate and convenient courts to settle any Disputes and
accordingly no party will argue to the contrary.  (c)This Clause is for the benefit of the Finance
Parties only.  As a result and
notwithstanding paragraph (a) above, no Finance Party shall be prevented from
taking:  (i)proceedings relating to a Dispute in any other
courts with jurisdiction; and  (ii)to the extent allowed by law, concurrent
proceedings in any number of jurisdictions.  (d)Each Obligor agrees not to claim and hereby
irrevocably waives any immunity from legal process in connection with a Senior
Finance Document under any law of any applicable jurisdiction which it is
entitled to claim or which may be attributed to it in respect of itself or its
assets to the fullest extent permitted by the laws of such jurisdiction.  35.3Service of Process: 
Without prejudice to any other mode of service allowed under any
relevant law, each Obligor (other than an Obligor incorporated in England and
Wales):  (a)irrevocably appoints the Obligors Agent as its
agent for service of documents starting proceedings before the English courts
in connection with any Senior Finance Document or any documents required to be
served in relation to such proceedings, which appointment the Obligors Agent
accepted by signing this Agreement; and  (b)agrees that failure by a process agent to
notify the relevant Obligor of any process will not invalidate the proceedings
concerned; and  (c)agrees that if the entity nominated by it in
paragraph (a) is unable to act as its agent for service of process for any reason,
it (or the Obligors Agent on its behalf) will immediately appoint another
process agent on the same terms or other terms acceptable to the Agent, failing
which the Agent may select a replacement process agent for such purpose.  36.COUNTERPARTS  This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.  126 
   37.BENEFITS FOR THIRD PARTIES  A person who is not a party to this Agreement has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to
enjoy the benefit of any term of this Agreement save as provided in Clause
24.9(b) (Exclusion
of Liability).  IN
WITNESS
whereof the parties hereto have caused this Agreement to be duly executed on
the date first written above.  127 
   SCHEDULE 1  The Original Lenders   LENDER
  
  Facility
  A
  Commitments
  
  Revolving
  Facility
  CommitmentsDEUTSCHE BANK AG LONDON
  
  Sterling
  £250,000,000
  
  Sterling
  £218,000,000Address
  Winchester House
  1 Great Winchester
  Street
  London
  EC2N 2DBFacsimile:
  0207 547 6419Attention:
  Richard PetersCO-OPERATIVE CENTRALE RAIFFEISEN-
  BOERENLEEBANK B.A. (trading as Rabobank International)
  
  Zero
  
  Sterling
  £1,000,000Address
  Thames Court
  One Queenhithe
  London
  EC4V 3RLFacsimile:
  020 7809 3506Attention:
  Loans AdministrationTHE ROYAL BANK OF SCOTLAND PLC
  
  Zero
  
  Sterling
  £6,000,000Address:
  135 Bishopsgate
  London
  EC2M 3URFacsimile:
  020 7672 6403Attention:
  Steven Wright  Note:Indicate any UK Non-Bank Lenders (see Clause
16.1)  128 
   SCHEDULE 2  Part 1 - The Borrowers  Facility A  Regentrealm
  LimitedJurisdiction of incorporation:
  England and WalesRegistered number:
  3885120Registered office:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EE  Revolving
Facility Tranche A  Regentrealm
  LimitedJurisdiction of incorporation:
  England and WalesRegistered number:
  3885120Registered office:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EE  Revolving
Facility Tranche B  United
  Biscuits (UK) LimitedJurisdiction of incorporation:
  England and WalesRegistered number:
  3885120Registered office:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EE  United
Biscuits Iberia S.L. Sociedad Unipersonal  Jurisdiction of incorporation:
  SpainRegistered number:
  B-80662950Registered office:
  Poligono Industries EL Raiguer, 12
  Montornes del Valles
  Barcelona, Spain  129 
   Part 2 - The Guarantors  United Biscuits Group (Investments) Limited (formerly
Bladeland Limited) (company number 3877866)  Solvecorp Limited (company number 3876059)  Runecorp Limited (company number 3876056)  Finalrealm Limited (company number 3877932)  Regentrealm Limited (company number 3885120)  Deluxestar Limited (company number 3922573)  United Biscuits Finance Plc (formerly Dreadstar Plc)
(company number 3945313)  Burlington Biscuits (Cayman) Limited (company
number 94591)  United Biscuits (Holdings) Limited  McVitie & Price Limited  UB Group Limited  UB Investments Plc  United Biscuits (UK) Limited  UB Foods US Limited  UB Overseas Limited  Ross Youngs Holdings Limited  UB Humber Limited  UB Investments (Netherlands) BV  UBFC Inc.  Koninklijke Verkade N.V.  Croky Chips B.V.  United Biscuits Iberia S.L. Sociedad Unipersonal  Galletas United Biscuits S.A. Sociedad Unipersonal  United Biscuits France S.A.  United Biscuits Industries S.A.S.  Upon accession by the Portuguese Target or the
surviving entity of the Portuguese Merger: the Portuguese Target or such surviving
entity  130 
   SCHEDULE 3  Additional Obligor Conditions Precedent  1.Accession Document:  an Accession Document and
if required under the Intercreditor Deed, an accession deed to the
Intercreditor Deed, in each case, duly executed by the relevant Additional
Borrower or Additional Guarantor (the Additional Obligor), the Obligors Agent
and the Agent;  2.Formalities Certificate(s):  a certificate from each
Additional Obligor in the form set out in Schedule 6, or such other form
as may be agreed by the Agent and the Additional Obligor, signed by an
authorised director or the secretary of such additional Obligor or, in the case
of an Additional Obligor incorporated in any state of the USA, a duly appointed
officer of such Additional Obligor which in each case shall have attached to it
the documents referred to in such certificate, including, without limitation,
the documents for such Additional Obligor referred to in paragraphs 3, 4, 5 and
6 below, all such documents to be in the agreed form (including, without
limitation, all documentation required in relation to financial assistance laws
(if applicable)) and shall contain a confirmation that no borrowing, guarantee
or similar limit binding on the Additional Obligor will be exceeded by its
entry into and performance of the Senior Finance Documents to which it is a
party;  3.Constitutional Documents:  a copy of the
constitutional documents of the Additional Obligor;  4.Board Resolutions:  a copy of a resolution of
the board of directors of the Additional Obligor:  (a)approving the terms of, and the transactions
contemplated by, the Accession Document and any related documents and the
Senior Finance Documents and resolving that it execute the Accession Document
and any related documents;  (b)authorising a specified person or persons to
execute the Accession Document and any related documents on its behalf; and  (c)authorising a specified person or persons, on
its behalf, to sign and/or despatch all other documents and notices (including,
in relation to an Additional Borrower, any Utilisation Request) to be signed
and/or despatched by it under or in connection with the Senior Finance
Documents;  5.Specimen Signatures:  a specimen of the signature
of each person authorised by the resolution referred to in paragraph 4 above;  6.Shareholder Resolutions:  a copy of a resolution
signed by all the holders of the issued shares of the Additional Obligor,
approving the terms of, and the transactions contemplated by, the Accession
Document and any related document to which the Additional Obligor is or will be
a party;  7.Other Guidance:  a copy of any other consent
or other document, opinion or assurance necessary in connection with the entry
into and performance of the transactions contemplated by the Accession Document
or for the validity and enforceability of any Senior Finance Document;  8.Legal Opinions:  (a)a legal opinion of the legal advisers to the
Agent in England; and  (b)if the Additional Obligor is incorporated in a
jurisdiction other than England and Wales, a legal opinion of legal advisers to
the Additional Obligor satisfactory to the Agent in the jurisdiction in which
the Additional Obligor is incorporated;  131 
   9.Security Documents:  such Security Documents as
may be required for such Additional Obligor to comply with its obligations
under Clause 19 (Guarantee and Additional Guarantors) and Clause 20 (Security and
Releases) (the Further Security Documents), together
with:  (a)Consents/Notices:  all third-party consents which the Security Agent requires in
connection with the creation or registration of any Security Interest contained
in any Further Security Document and all notices of assignment or charge
required to be given under the terms of the Further Security Documents (subject
to the specific provisions of the Further Security Documents);  (b)Share Certificates and Stock
Transfers:  share certificates together with stamped,
executed blank stock transfers or other relevant transfer documents in respect
of all certificated shares charged or pledged under the Further Security
Documents;  (c)Financial Assistance: 
for any Additional Obligor incorporated in the United Kingdom providing
financial assistance by becoming an Additional Obligor and complying with the
requirements to become an Additional Obligor hereunder, board and shareholder
resolutions in respect of such Group Company approving the financial assistance
it is to provide, the statutory declaration required to be provided by all the
directors of such Group Company and attached auditors report and any other
resolutions, statutory declarations, auditors reports or other documents
required to ensure that the requirements of Sections 154 to 158 of the
Companies Act 1985 have been complied with so far as they relate to any Senior
Finance Documents, together with a letter from the auditors addressed to the
Finance Parties and their successors, assignees and New Lenders in
substantially the form set out in Technical Release FRAG 26/94 issued in
September 1994 on behalf of the Council of the Institute of Chartered
Accountants in England and Wales;  (d)Company Searches: 
a search in respect of the relevant Group Company at the Companies
Registry or other applicable commercial register showing, inter alia, no
Security Interests over any of its assets (other than any permitted under the
terms of this Agreement) and no appointment of a receiver, liquidator or
administrator or the presentation of any petition in respect of any of the
same;  (e)Title Deeds: 
all original title deeds and (if appropriate or available in any
relevant jurisdiction) Land Certificates in respect of the relevant Obligors
interest in the properties charged under the Further Security Document (except
where such title deeds and Land Certificates are at H.M. Land Registry (or
equivalent) in connection with pending applications) or such undertakings as to
the safe custody and delivery of documents of title and such copies of such documents
as the Agent may reasonably require.  (f)Property Registration
Undertaking: a
letter from Norton Rose or such other firm of solicitors as the Security Agent
may require addressed to the Security Agent undertaking:  (i)to deal with registration of the Security
Agents legal charges over the Additional Obligors properties (if any); and  (ii)subject as required to comply with (a) above,
to hold the title deeds to such properties (if any) to the order of the
Security Agent insofar as any such title deeds are not already at any relevant
Land Registry in connection with pending applications;  (g)Property Searches: 
where available in any applicable jurisdiction, official priority
searches relating to the properties charged under the Further Security
Documents, in favour of the  132 
   Security Agent
in respect of any registered or unregistered titles giving a sufficient period
of priority and showing that no adverse entry exists.  133 
   SCHEDULE 4  Part 1 - Form
of Utilisation Request - Advances  To:
   as AgentAttention:
  Date:
  , 200From:
   as Obligors Agent  Dear Sirs,  Re:  Facilities Agreement dated 14 December, 1999
and made between, amongst others, the companies named therein as Borrowers
and/or Guarantors, and Deutsche Bank AG London as Documentation Agent, Sole
Book Runner, Agent and Security Agent and the Lenders named therein (as
amended, supplemented and/or restated from time to time, the Facilities
Agreement)  We request Utilisation of [Facility A] [Revolving
Facility Tranche A] [Revolving Facility Tranche B] as follows:  (a)Amount:  (b)Purpose and amount to be applied for such
purpose:  (c)Utilisation Date:  (d)Interest Period:  (e)Payment should be made to:  (f)The Borrower is:  (g)Currency:  We confirm that:  (i)the representations and warranties made in
Clause 21 (Representations and Warranties) of the Facilities Agreement
stipulated as being made or repeated on the date hereof are true and accurate
as if made with respect to the facts and circumstances existing on such date;  (ii)no Event of Default or Potential Event of
Default has occurred and is continuing or will occur as a result of the
proposed Advance being made. *  
 *Amend
as appropriate for Rollover Advances.  134 
   Terms defined in the Facilities Agreement shall have
the same meanings when used in this request.  [Authorised Signatory]for and on behalf of(as Obligors Agent)  135 
   Part 2 - Form
of Utilisation Request - Letters of Credit/Lender Guarantees  To:
   as AgentAttention:
  Date:
  ,
  200From:
  [Name of Company]  Dear Sirs,  Re:  Facilities Agreement dated 14 December, 1999
and made between, amongst others, the companies named therein as Borrowers
and/or Guarantors, and Deutsche Bank AG London as Documentation Agent, Sole
Book Runner, Agent and Security Agent and the Lenders named therein (as
amended, supplemented and/or restated from time to time, the Facilities
Agreement)  We request Utilisation of the Revolving Facility by
way of issue of a [Letter of Credit/Lender Guarantee] as
follows:  (a)Amount:  (b)Utilisation
Date:  (c)Duration:  (d)Beneficiary:  (e)The Borrower is:  (f)Obligation to be guaranteed:  (g)Currency:  We confirm that:  (i)the representations and warranties made by us
in Clause 21 (Representations and Warranties) of the
Facilities Agreement stipulated as being made or repeated on the date hereof
are true and accurate as if made with respect to the facts and circumstances
existing on such date;  (ii)no Event of Default or Potential Event of
Default has occurred and is continuing or will occur as a result of the
proposed Utilisation being made.  We attach the form of the proposed [Letter of Credit/Lender Guarantee].  Terms defined in the Facilities Agreement shall have
the same meanings when used in this request.  [Authorised
  Signatory]for and on behalf of(as Obligors Agent)  136 
   SCHEDULE 5(1)  Form of Transfer
Certificate  To:[!] as Agent  From:[The Existing Lender] (the Existing
Lender) [the New Lender] (the New Lender)  Dated:  Regentrealm Limited - Facilities Agreement dated 14
December 1999 (as amended, supplemented and restated from time to time,
the Agreement)  1.We
refer to the Agreement.  This is a
Transfer Certificate.  Terms defined in
the Agreement have the same meaning in this Transfer Certificate unless given a
different meaning in this Transfer Certificate.  2.We
refer to Clause 32.8 (Procedure for Transfers by Lenders):  (a)the Existing Lender and the New Lender agree to
the Existing Lender transferring to the New Lender by novation all or part of
the Existing Lenders rights and obligations referred to in the
Schedule in accordance with this Agreement;  (b)the proposed Transfer Date is []; and  (c)the Lending Office and contact details for
notices to the New Lender for the purposes of Clause 28 (Notices) and account details
are set out in the Schedule.  3.The
New Lender expressly acknowledges the limitations on the Existing Lenders
obligations set out in Clause 32 (Changes to Parties).  4.[The New
Lender confirms that the person beneficially entitled to interest payable to
that Lender in respect of any Utilisation under a Senior Finance Document is
either:  (i)a company resident in the United Kingdom, or a
partnership each member of which is a company resident in the United Kingdom,
for United Kingdom Tax purposes; or  (ii)a company not so resident in the United Kingdom which
carries on a trade in the United Kingdom through a branch or agency and
interest payable in respect of a Utilisation under a Senior Finance Document
falls to be brought into account in computing the chargeable profits of that
company for the purposes of section 11(2) of the Income and Corporation
Taxes Act 1988.]  5.This
Transfer Certificate may be executed in any number of counterparts and this has
the same effect as if the signatures on the counterparts were on a single copy
of this Transfer Certificate.  
 (1)Each of the Existing Lender and New
Lender should ensure that all regulatory requirements are satisfied in
connection with its entry into any Transfer Certificate.  Steps may be required to be taken to
preserve security interests for the benefit of a New Lender and appropriate
advice should be taken.  137 
   6.This
Transfer Certificate is governed by English law.  138 
   THE
SCHEDULE  Rights
and Obligations to Be Transferred  [insert relevant details, including applicable
Commitment (or part)]  Administrative
details of the New Lender  [Lending Office address, contact and attention details
for notices and account details for payments,]  [EXISTING LENDER]
  [NEW LENDER]By:
  
  By:  This Transfer Certificate is accepted by the Agent and
the Transfer Date is confirmed as [·].  [AGENT]  By:  139 
   SCHEDULE 6  Formalities
Certificate  [Insert name of Company] (theObligor)  Facilities Agreement dated 14
December, 1999  (as amended, supplemented and restated from
time to time, theFacilities
Agreement)  To:  as Agent under the Facilities Agreement  I, 
being the [finance director] [secretary]  of the Obligor and being duly authorised by the Obligor to
deliver this Certificate hereby make the following certifications and
confirmations without personal liability.  1.Constitutional Documents  Attached hereto marked A are true, complete and
up-to-date copies of:  (a)the certificate of incorporation of the
Obligor;  (b)all certificates of incorporation on change of
name of the Obligor (if any); and  (c)the constitutional documents of the Obligor
consisting of:    2.Extract Board Resolutions  Attached hereto marked B is a true and complete
extract from the minutes of a meeting of the board of directors of the Obligor
duly convened and held (during which a quorum was present throughout) recording
resolutions passed at such meeting (which resolutions are in full force and
effect and have not been rescinded or varied and which resolutions are in a
form previously approved by your legal advisers) and which approve the
Transaction Documents to which the Obligor is a party and all transactions
contemplated thereby.  3.[Shareholder Resolutions  Attached hereto marked C is a true and complete copy
of a resolution of all the shareholders of the Obligor unanimously passed
authorising and directing the execution and performance by the Obligor of the
Transaction Documents to which it is a party.]  4.Authorised Signatories  The following signatures are the specimen signatures
of the persons authorised by resolution of the board of directors of the
Obligor to execute the Facilities Agreement, all other Senior Finance Documents
and other Transaction Documents to which it is a party, Utilisation Requests
under the Facilities Agreement and all other documents and notices required in
connection therewith:  140 
   Name
  
  Position
  
  Signature  5.No Breach of Borrowings Limit  We have examined the terms of all loan agreements,
trust deeds and similar borrowing instruments together with memorandum and
articles of association or other constitutional documents of the Obligor (as
appropriate) and all other relevant instruments and agreements to which the Obligor
is a party (Relevant Documents) and we can confirm to you that the
drawing by the Obligor of all sums capable of being drawn under the Facilities
Agreement (the Maximum Drawings) does not infringe the terms of the Relevant
Documents and that the borrowing of the Maximum Drawings when aggregated with
any other Financial Indebtedness of the Obligor:  (a)will be within the corporate powers of the
Obligor; and  (b)does not or will not cause to be exceeded any
limit or restriction on any of the powers of the Obligor (whether contained in
any Relevant Documents or otherwise) or the right or ability of the directors
of the Obligor to exercise such powers.  6.No Events of Default  We confirm to you that, as at the date of this
Certificate, no Event of Default, or to the best of our knowledge and belief
having made due and careful enquiry, no Potential Event of Default, exists and
the Obligor is in full compliance with its obligations under the Senior Finance
Documents.  7.Financial Undertakings  The board of directors of the Parent has carefully
studied the provision of Clause 22.9 (Financial Covenants) and on the basis of
the reasonable expectations of the board of directors of the Parent as to the
Groups financial performance over the period of the Facilities Agreement
considers that the Obligor will be able to comply with its obligations under
Clause 22.9 (Financial Covenants).  Terms defined in the Facilities Agreement shall bear
the same meaning when used herein.  Signed:DIRECTORDate:  141 
   SCHEDULE 7  Guarantee Provisions  1.1No Discharge:  The
obligations of each Guarantor under Clause 19 (Guarantee and Additional Guarantors)
(the Guarantee
Obligations) shall not be discharged, diminished or in any way
affected as a result of:  (a)any time or indulgence or waiver given to, or
composition made with, any Obligor or any other person;  (b)any amendment, variation (including, without
limitation any new or increased Facilities), supplement, restatement or
replacement of the Senior Finance Documents;  (c)the taking, variation, compromise, renewal or
release or refusal or neglect to perfect or enforce any right, remedies or
securities against any Obligor or any other person;  (d)any other guarantee, indemnity, charge or other
security or right or remedy held by or available to the Finance Parties being
or becoming wholly or in part void, voidable or unenforceable on any ground
whatsoever or by any Finance Party from time to time dealing with, exchanging,
varying, realising, releasing or failing to perfect or enforce any of the same;  (e)any Obligor becoming insolvent, going into
receivership or liquidation or having an administrator appointed;  (f)any change in the constitution of any Finance
Party (or any Finance Partys successors or assigns) or as a result of the
amalgamation or consolidation by a Finance Party with any other company or
entity; or  (g)any other act, omission, circumstance, matter
or thing which but for this provision might operate to release or otherwise
exonerate the Guarantor from its obligations under Clause 19 (Guarantee
and Additional Guarantors) whether in whole or in part.  1.2Continuing Obligations:  The
Guarantee Obligations shall continue in full force and effect notwithstanding:  (a)the fact that any purported obligation of any
Obligor or any other person to any Finance Party (or any security therefor)
becomes wholly or partly void, invalid or unenforceable for any reason whether
or not known to the Finance Party or the Guarantor; or  (h)any incapacity or any change in the
constitution of, or any amalgamation or reconstruction of, the Guarantor or any
Obligor or any other matter whatsoever.  1.3New Accounts:  If
notwithstanding Clause 19.2(c) (Further Guarantee Provisions) of this
Agreement, the Guarantee Obligations shall for whatever reason cease to be
continuing obligations, each Finance Party may continue any account or open one
or more new accounts with the Borrowers (or any of them) and the liability of
the Guarantor shall not be reduced or affected in any way by any subsequent
transactions or receipts or payments into or out of any such account or
accounts.  1.4Liability for Indebtedness:  If,
notwithstanding Clause 19.2(c) (Further Guarantee Provisions), the
Guarantee Obligations are determined for any reason (other than the full and
final settlement thereof), the Guarantor will remain liable in respect of all
indebtedness referred to in Clause 19.1(a) (Guarantee) as at the date of
determination (whether demanded or not) and whether or not any other Obligor is
then in default under the Senior Finance Documents.  142 
   1.5Primary Obligations:  The
Guarantee Obligations shall constitute the primary obligations of the Guarantor
and no Finance Party shall be obliged to make any demand on any other Obligor
before enforcing its rights against the Guarantor under Clause 19.1 (Guarantee).  1.6No Subrogation: 
Subject to paragraph 1.7 below, until all the indebtedness under
the Senior Finance Documents has been irrevocably paid and discharged in full
and the Finance Parties have no further commitment to provide facilities or
accommodation to any Borrower, the Guarantor will not:  (a)be subrogated to or otherwise entitled to share
in, any security or moneys held, received or receivable by any Finance Party or
be entitled to any right of contribution in respect of any payment made by the
Guarantor hereunder;  (b)exercise or enforce any of its rights of
subrogation and indemnity against any Borrower or any co-surety;  (c)following a claim being made on the Guarantor
under Clause 19.1 (Guarantee), demand or accept repayment of
any moneys due from any other Obligor to the Guarantor or claim any set-off or
counterclaim against any other Obligor; or  (d)claim or prove in a liquidation or other
insolvency proceeding of any Borrower or any co-surety in competition with any
Finance Party.  1.7Exercise of Subrogation: 
Following the making of a demand on the Guarantor under Clause 19.1
(Guarantee),
the Guarantor will (at its own cost) promptly take such of the steps or action
as are referred to in paragraph 1.6 above as the Agent may from time to
time stipulate.  1.8Turnover:  The Guarantor shall promptly
pay to the Agent an amount equal to any set-off, proof or counterclaim in fact
exercised by it against a Borrower or any co-surety and shall hold in trust for
and promptly pay or transfer to the Agent any payment or distribution or
benefit of security in fact received by it whether arising as a result of a
breach of paragraph 1.6, or compliance with directions given by the Agent
under paragraph 1.7 above.  1.9Suspense Account:  The
Agent may place and keep (for such time as it shall think prudent) any money
received, recovered or realised in respect of the Guarantee Obligations in or
at a separate account (without liability to pay interest on the accounts
standing to the credit of such account). 
The Agent may retain such monies in the suspense account until it
receives irrevocable payment in full of the Guarantee Obligations without
having any obligation to apply the same or any part thereof in or towards
discharge of the Guarantee Obligations.  1.10No Discharge:  Any
settlement or discharge of any Guarantee Obligations shall be conditional upon
no payment made in respect of the Guarantee Obligations being avoided or set
aside or ordered to be refunded by virtue of any provision of any enactment
relating to bankruptcy, insolvency or liquidation.  143 
   SCHEDULE 8  Accession Document  THIS
ACCESSION DEEDis made
                              
200  BETWEEN:  (1)  LIMITED(No:  ) (the Additional
Borrower/Additional Guarantor);  (2)  LIMITED(No. ) (in its capacity as Obligors
Agent);  (3)The companies listed in
Schedule 1 as existing Borrowers (the Existing Borrowers);  (4)The companies listed in
Schedule 2 as existing Guarantors (the Existing Guarantors); and  (5) in its capacities as Agent and Security Agent under the Facilities
Agreement.  WHEREAS:  (A)This Deed is entered into in
connection with a facilities agreement dated 14 December, 1999 between, inter
alia, the companies named therein as Borrowers and/or Guarantors and Deutsche
Bank AG London as Arranger, Documentation Agent, Sole Book Runner, Agent and
Security Agent and the Lenders named therein (as amended, supplemented and/or
restated from time to time, the Facilities Agreement) pursuant to which
the Lenders made available term loan and revolving credit facilities to the
Borrowers.  (B)This Deed has been entered into to
record the admission of the Additional Borrower/Additional Guarantor as a
Borrower/Guarantor under the Facilities Agreement and is an Accession Document.  NOW
IT IS HEREBY AGREED AS FOLLOWS:  1.DEFINITIONS  Terms defined in the Facilities Agreement shall have
the same meaning when used in this Deed.  2.ADMISSION OF NEW GUARANTOR  (a)The Additional Borrower/Additional Guarantor
agrees to become[, with immediate effect] a Borrower/Guarantor under the
Facilities Agreement and agrees to be bound by the terms of the Facilities
Agreement as an Additional Borrower/Additional Guarantor.  (b)The Additional Borrower/Additional Guarantor
hereby confirms the appointment of the Parent as its agent in the terms of
Clause 5.4 (Parent as Obligors Agent) of the Facilities Agreement.  (c)The Additional Borrower/Additional Guarantor
confirms that its address details for notices in relation to Clause 28 (Notices)
of the Facilities Agreement are as follows:  Address:
Facsimile:
Telex:
Attention of:  144 
   (d)By their signature below the parties to this
Deed (other than the Additional Borrower/Additional Guarantor) confirm their
acceptance of the Additional Borrower/Additional Guarantor as a
Borrower/Guarantor for all purposes of the Senior Finance Documents.  (e)By its signature below, the Obligors Agent
confirms:  (i)the agreement of each of the Existing Borrowers
and Existing Guarantors to the accession of the Additional [Borrower/Guarantor]
to the Agreement on the terms set out herein under the Senior Finance
Documents;  (ii)that no Event of Default or Potential Event of
Default is continuing or will occur as a result of the accession of the Additional
[Borrower/Guarantor]
in accordance with this Deed; and  (iii)that the representations and warranties made in
Clause 21 (Representations
and Warranties) of the Agreement stipulated in Clause 21.2 (Repetition)
as being repeated on the date this Deed takes effect are true and accurate as
if made with respect to the facts and circumstances existing on such date.  3.COUNTERPARTS  This Deed may be executed in any number of
counterparts and this has the same effect as if the signatures on the
counterparts were on a single copy of this Deed.  4.GOVERNING LAW AND SUBMISSION
TO JURISDICTION  The provisions of Clause 35 (Governing Law and Submission to
Jurisdiction) shall apply to this Deed as though set out in full
herein.  5.THIRD PARTIES  A person who is not a Party to this Deed has no right
under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy
the benefit of any terms of this Agreement save as expressly contemplated in
the Agreement.  IN
WITNESS WHEREOF the parties have caused this Agreement to be duly executed on the date
first written above.   SCHEDULE 1
Existing Borrowers   SCHEDULE 2
Existing Guarantors  145 
    Signed as a Deed by Additional
  )Borrower/Additional Guarantor []
  )acting by a director and its
  )Secretary/two directors
  )(for itself and as agent
  )for and on behalf of the Existing
  )Borrowers and the Existing
  )Guarantors
  )Signed as a Deed by
  )the Obligors Agent []
  )acting by a director and its
  )Secretary/two directors
  )(for itself and as agent
  )for and on behalf of the Existing
  )Borrowers and the Existing
  )Guarantors
  )Signed as a Deed by
  )the Agent []
  )acting by a director and its
  )Secretary/two directors
  )(for itself and as agent
  )for and on behalf of the Existing
  )Borrowers and the Existing
  )Guarantors
  )  146 
   SCHEDULE 9  Part 1 - Form
of Letter of Credit  [HEADED NOTEPAPER
OF ISSUING LENDER]  To:[Details]  [Date]  Dear Sirs  We hereby issue our irrevocable non-transferable
standby letter of credit number [details] the terms of which are set out below.  1.In
this standby letter of credit:  Beneficiary means [details];  Borrower means [details];  Business Day means a day (not being a
Saturday, Sunday or public holiday) on which banks and foreign exchange markets
are open for dealings (i) in London and (ii) the principal financial centre of
the Currency of the Letter of Credit;  Expiry Date means [details];  Facility means [details];  Lender means [details of Issuing Lender];  Maximum Amount means £;  Payment Amount means the amount specified
by the Beneficiary in the Required Documents; and  Required Document means a request for
payment in the form set out in Appendix A hereto completed in a manner
consistent with the requirements of this letter of credit and signed on behalf
of the Beneficiary.  2.Within
five Business Days of receipt by the Lender at its offices at [details] (Attn:  [details]) of the Required Document, the Lender will pay
to the Beneficiary the lesser of:  (a)the Payment Amount as stated in the Required
Document; and  (b)the Maximum Amount,  provided that only one request for payment by delivery
of the Required Document may be made hereunder and the Lender shall not be
obliged to make any payment hereunder at any time in respect of a Required
Document delivered after the Expiry Date.  3.Any
payment made hereunder shall be made in [details of Currency] by payment to the account
of the Beneficiary at a principal bank in [details] specified in the Required Document.  147 
   4.This
letter of credit is not assignable or transferable in whole or in part and
shall be payable only against presentation of the Required Document.  5.Save
insofar as such provisions may be inconsistent with the express terms of this
letter of credit, this letter of credit is subject to Uniform Customs and
Practice for Documentary Credits (1993 revision) ICC Publication No. 500 and is
governed by and shall be construed in accordance with English law.  Yours faithfully   For and on behalf of[ISSUING
LENDER]  148 
   APPENDIX A  [Headed Notepaper of Beneficiary]  To:[Name and address ofIssuing Lender]  Letter
of Credit No(the Letter of Credit)  We refer to the Letter of Credit and certify that:  (a)we have provided the Facility to the
Borrower on the terms and conditions approved by you at the time of issue of
the Letter of Credit;  (b)the terms of the Facility are the
same as those prevailing at the time of issue of the Letter of Credit (or, to
the extent that they are not, any amendments thereto have been approved by
you); and  (c)an aggregate amount (the Payment
Amount) of  (comprising  of
principal and  of interest and/or other charges)
fell due for payment in  by  on  and remains due and unpaid at the date of this letter.  Accordingly, we hereby request payment under the
Letter of Credit of the Payment Amount. 
Payment is to be made to our account (A/C No. ) with  at .  Terms defined in the Letter of Credit shall bear the
same meaning in this letter.  Yours faithfully  For and on behalf of  149 
   Part 2 - Form
of Lender Guarantee  [HEADED NOTEPAPER
OF ISSUING LENDER]  To:
  [Details]Ref:
  [Details]
  [Date]  Dear Sirs,  1.In
this letter:  Borrower means [details];  Business Day means a day (not being a
Saturday, Sunday or public holiday) on which banks and foreign exchange markets
are open for dealings in (i) London and [(ii) and the principal financial centre of the
currency of the Lender Guarantee];  Currency means [details];  Expiry Date means [details];  Facility means [details];  Lender means [details of Issuing Lender];
and  Payment Date means the date for payment of
a demand being [details - minimum five] Business Days after the date of
receipt of demand.  2.In
consideration of your agreeing to make available the Facility, the Lender
irrevocably and unconditionally guarantees to you on receipt of written demand
the payment and discharge by the Borrower of all amounts payable or expressed
to be payable to you pursuant to the Facility. 
This guarantee is given subject as follows:  (a)any demand made hereunder shall be made in
writing addressed to the Lender or its offices at [details]
(Attention:  [details])
in the form provided in Appendix A;  (b)the maximum aggregate liability of the Lender
hereunder (inclusive of all principal, interest, costs and expenses) is £ ; and  (c)no demand may be made hereunder after the
Expiry Date and only one demand may be made hereunder.  3.Any
payment made hereunder shall be made on the Payment Date in [details of
Currency] by payment to the account of the Beneficiary at a
principal bank in [details] specified in the demand.  4.This
guarantee is not assignable or transferable in whole or in part.  5.This
guarantee shall be construed in accordance with English Law.  Yours faithfully   For and on behalf of  [ISSUING LENDER]  150 
   APPENDIX A  [Headed Notepaper of Beneficiary]  To:[Name and address ofIssuing Lender]  Lender
Guarantee Ref No(the Lender Guarantee)  We refer to the Lender Guarantee and certify that:  (a)we have provided the Facility to the
Borrower on the terms and conditions approved by you at the time of issue of
the Lender Guarantee;  (b)the terms of the Facility are the
same as those prevailing at the time of issue of the Lender Guarantee (or, to
the extent that they are not, any amendments thereto have been approved by
you); and  (c)an aggregate amount (the Payment
Amount) of  (comprising   of principal and  of
interest and/or other charges) fell due for payment in  by  on  and remains due and unpaid at the
date of this letter.  Accordingly, we hereby request payment under the
Lender Guarantee of the Payment Amount. 
Payment is to be made to our account (A/C No. ) with  at  .  Terms defined in the Lender Guarantee shall bear the
same meaning in this letter.  Yours faithfully   For and on behalf of  151 
   SCHEDULE 10  Provisions relating to Letters of Credit/Lender Guarantees  The following provisions shall apply to each of the
indemnities contained in Clause 8 (Demands under Letters of Credit/Lender Guarantees)
and Clause 34 (Indemnities) of the Facilities Agreement (the Indemnities).  1.Each
of the Indemnities shall be a continuing security and will remain in full force
and effect until such time as all amounts to which such Indemnities are
expressed to relate have been paid in full.  
Furthermore the Indemnities are additional to and not instead of any
security or other guarantee or indemnity at any time existing in favour of any
person.  2.Any
settlement or discharge of any claim under any of the Indemnities shall be
conditional upon no payment made under the Indemnities being avoided or set
aside or ordered to be refunded by virtue of any provision of any enactment
relating to bankruptcy, insolvency or liquidation.  3.The
obligations arising under the Indemnities shall not be impaired by any
circumstances which but for this provision would impair such obligations,
including:  (a)any time or indulgence or waiver given to, or
composition made with, any Obligor or any other person;  (b)any amendment, variation or modification to, or
replacement of, the Senior Finance Documents or any increase in the amount of
the Facilities;  (c)the taking, variation, compromise, renewal or
release or refusal or neglect to perfect or enforce any right, remedies or
securities against any Obligor or any other person;  (d)any other guarantee, indemnity, charge or other
security or right or remedy held by or available to the Finance Parties being
or becoming wholly or in part void, voidable or unenforceable on any ground
whatsoever or by any Finance Party from time to time dealing with, exchanging,
varying, realising, releasing or failing to perfect or enforce any of the same;  (e)any Obligor or any Finance Party becoming
insolvent, going into receivership or liquidation or having an administrator
appointed or any other insolvency procedure being commenced in relation to such
person;  (f)any change in the constitution of any Finance
Party or as a result of the amalgamation or consolidation by a Finance Party
with any other company or entity; and  (g)any other act, omission, circumstance, matter
or thing which but for this provision might operate to impair the Indemnities.  4.The
Indemnities shall continue in full force and effect notwithstanding:  (a)the fact that any purported obligation of any
Obligor or any other person to any Finance Party (or any security therefor)
becomes wholly or partly void, invalid or unenforceable for any reason whether
or not known to the Finance Party or any Obligor; or  (b)any incapacity or any change in the
constitution of, or any amalgamation or reconstruction of, any Obligor or any
Finance Party or any other matter whatsoever.  152 
   5.No
Obligor shall by virtue of any payment made under the Indemnities claim any
right of subrogation, contribution or indemnity against any person for so long
as any sum remains payable or capable of becoming payable under this Agreement
or any of the other Senior Finance Documents.  153 
   SCHEDULE 11  Form of
Confidentiality Undertaking  [Date]  To: as
Obligors Agent; and  in its capacity as Agent under the
Facilities Agreement.  Dear Sirs,  Confidentiality
Undertaking  1.We
confirm that this undertaking is entered into in connection with the facilities
agreement dated 14 December, 1999 between, amongst others, the Parent, the
Borrowers, the Guarantors, Finalrealm, Deutsche Bank AG London as Arranger,
Documentation Agent, Sole Book Runner, Agent and Security Agent and the Lenders
named therein (as amended, supplemented and/or restated from time to time, the
Facilities
Agreement) pursuant to which the Original Lenders made available
term loans and revolving credit facilities to the Borrowers. Unless otherwise
defined herein, all terms used in this undertaking shall bear the same meanings
as in the Facilities Agreement. This undertaking records our agreement to the
confidentiality requirements contained in Clauses 24.12 (Confidentiality
and the Agents), 31 (Confidentiality) and 32.9 (Disclosure
of Information) of the Facilities Agreement.  2.We
refer to our [the intended
assignment, transfer, sub-participation, risk participation or other
participation] in the Senior Finance Documents (the Intended
Transaction).  3.In
consideration of your providing us with information concerning the Borrowers
and/or the Obligors or any member of the Group, we hereby undertake to you
that:  (a)we will keep the Senior Finance Documents and
the subject matter thereof and the information provided in connection therewith
confidential. Notwithstanding the foregoing, we or any of our officers,
employees, agents or advisers may disclose all or any of the information so
supplied:  (i)pursuant to a request or requirement of a bank
regulatory authority (including, without limitation, The Bank of England);  (ii)pursuant to a request or by the direction of an
authorised government agency, which shall for this purpose include, without
limitation, any recognised Stock Exchange or any other recognised investment
exchange, the Securities and Exchange Commission, the Securities and
Investments Board or any other recognised self-regulatory organisation;  (iii)as required by any court or in connection with
any judicial process; and  (iv)otherwise as required by law or
regulation.  Where any such disclosure
is required persons to whom any such disclosure is made shall be informed of
the confidential nature of the information concerned; and  (b)we will make no use of any information supplied
other than for the purpose of giving consideration thereto in connection with
the Intended Transaction.  4.This
confidentiality agreement is governed by English law.  It does not apply to information that was or is or comes to be
(otherwise than in breach of this undertaking) in the public domain.  154 
   Yours faithfully,For and on behalf of  155 
   SCHEDULE 12  Financial Covenant Compliance Certificate  Term Loan and Revolving Facilities Agreement dated 14
December, 1999
(as amended, supplemented and/or restated from time to time, the Facilities
Agreement)  TO:[Name of Agent] as Agent under the Facilities
Agreement  I 
being a [Director of the Parent][other officer acceptable to the
Agent] being duly authorised by the Parent to deliver this
certificate hereby make the following certifications and confirmations in
accordance with Clause 22.8(e)(i) (Financial Covenant Compliance Certificates/Management
Meetings) of the Facilities Agreement without incurring personal
liability:  1.Financial Statements  Attached hereto marked Appendix A is a true and complete
copy of the [audited financial statements of for the
Financial Year ending ] [audited consolidated financial
statements of the Group] [audited consolidated financial statements of  for the Financial Year ending ] [quarterly consolidated management
accounts for the Accounting Quarter] [consolidated management accounts for the
Accounting Period] [Operating Budget] [annual update of the Operating Budget]
[Others].  2.[Extract Board Resolution  Attached
hereto marked Appendix B is a true and complete extract from the minutes of a
meeting of the Board of Directors of the Parent duly convened and held (during
which a quorum was present throughout) recording a resolution passed at such
meeting (which resolution is in full force and effect and has not been
rescinded or varied) and which approves the [refer to relevant accounts].]  3.No Breach of Covenants at
Clause 22.9 (Financial Covenants)  I have carefully studied the provisions of
Clause 22.9 (Financial Covenants) and, having made all due enquiries, can
confirm to you that as at [date of the relevant accounts] the Parent
was in full compliance with its obligations under Clause 22.9 (Financial
Covenants) as evidenced by the detailed calculations set out in
Appendix C.  4.No Events of Default  I have carefully studied the provisions of
Clause 22 (Undertakings) and Clause 23 (Events of Default) and,
having made all due enquiries, can confirm to you that as at [date of
relevant accounts] [no Event of Default or to the best of my knowledge
and belief having made due and careful enquiry no Potential Event of Default
has occurred] or [the Events of Default and/or Potential Events of
Default specified in full at Appendix D have occurred.]  Terms defined in the Facilities Agreement shall bear
the same meaning when used herein.  SIGNED[Director][Other officer acceptable to the Agent]Date  156 
   APPENDIX A
Financial Statements  157 
   APPENDIX B
Extract Board Resolution  158 
   APPENDIX C
Calculations of Compliance under Clause 22.9 (Financial Covenants)  159 
   APPENDIX D
Events of Default/Potential Events of Default and action taken
or proposals to remedy them  160 
   SCHEDULE 13  Mandatory Costs
Formulae  1.The
Mandatory Cost is an addition to the interest rate to compensate Lenders for
the cost of compliance with (a) the requirements of the Bank of England and/or
the Financial Services Authority (or, in either case, any other authority which
replaces all or any of its functions) or (b) the requirements of the European
Central Bank.  2.On
the first day of each Interest Period (or as soon as possible thereafter) the
Agent shall calculate, as a percentage rate, a rate (the Additional Cost Rate) for
each Lender, in accordance with the paragraphs set out below.  The Mandatory Cost will be calculated by the
Agent as a weighted average of the Lenders Additional Cost Rates (weighted in
proportion to the percentage participation of each Lender in the relevant
Advance) and will be expressed as a percentage rate per annum.  3.The
Additional Cost Rate for any Lender lending from a Lending Office in a
Participating Member State will be the percentage notified by that Lender to
the Agent.  This percentage will be
certified by that Lender in its notice to the Agent to be its reasonable
determination of the cost (expressed as a percentage of that Lenders
participation in all advances made from that Lending Office) of complying with
the minimum reserve requirements of the European Central Bank in respect of
loans made from that Lending Office.  4.The
Additional Costs Rate for any Lender lending from a Lending Office in the
United Kingdom will be calculated by the Agent by reference to the Reference
Bank as follows:  (a)in relation to a Sterling Advance:  AB + C(BD) + E x 0.01 per cent. per annum 100  (A+C)  (b)in relation to an Advance in any currency other
than Sterling:  E x 0.01 per cent. per annum 300  where on the day of calculation of the formula:  Ais the percentage of Eligible Liabilities
(assuming these to be in excess of any stated minimum) which that Reference Bank
is from time to time required to maintain as an interest free cash ratio
deposit with the Bank of England to comply with cash ratio requirements;  Bis the percentage rate of interest (excluding
the Margin and the Mandatory Cost and, if the Advance is an Unpaid Sum, the
additional rate of interest specified in paragraph (a) of Clause 9.4
(Default
Interest)) payable for the relevant Interest Period on the Advance;  Cis the percentage (if any) of Eligible
Liabilities which that Reference Bank is required from time to time to maintain
as interest bearing Special Deposits with the Bank of England;  Dis the percentage rate per annum payable by the
Bank of England to the Agent on interest bearing Special Deposits; and  Eis designed to compensate Lenders for amounts
payable under the Fees Rules and is calculated by the Agent as being the
average of the most recent rates of charge supplied by the Reference Banks to
the Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.  161 
   5.For
the purposes of this Schedule:  (a)Eligible
Liabilities and Special Deposits
have the meanings given to them from time to time under or pursuant to the Bank
of England Act 1998 or (as may be appropriate) by the Bank of England;  (b)Fees Rules
means the rules on periodic fees contained in the FSA Supervision Manual or
such other law or regulation as may be in force from time to time in respect of
the payment of fees for the acceptance of deposits;Fee Tariffs
means the fee tariffs specified in the Fees Rules under the activity group A.1
Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant
to the Fees Rules but taking into account any applicable discount rate); and  (c)Tariff Base
has the meaning given to it in, and will be calculated in accordance with, the
Fees Rules.  6.In
application of the above formulae, A, B, C and D will be included in the
formulae as percentages (i.e. 5 per cent. will be included in the formula as 5
and not as 0.05).  A negative result
obtained by subtracting D from B shall be taken as zero.  The resulting figures shall be rounded up to
four decimal places.  7.If
requested by the Agent, each Reference Bank shall, as soon as practicable after
publication by the Financial Services Authority, supply to the Agent the rate
of charge payable by that Reference Bank to the Financial Services Authority
pursuant to the Fees Rules in respect of the relevant financial year of the
Financial Services Authority (calculated for this purpose by that Reference
Bank as being the average of the Fee Tariffs applicable to that Reference Bank
for that financial year) and expressed in pounds per £1,000,000 of the Tariff
Base of that Reference Bank.  8.Each
Reference Bank shall supply any information required by the Agent for the
purpose of calculating its Additional Costs Rate.  In particular, but without limitation, each Reference Bank shall
supply the following information in writing on or prior to the date on which it
becomes a Reference Bank:  (a)its jurisdiction of incorporation and
jurisdiction of its Lending Office; and  (b)any other information that the Agent may
reasonably require for such purpose.  Each Reference Bank shall promptly notify the Agent in
writing of any change to the information provided by it pursuant to this
paragraph.  9.The
percentages of each Reference Bank for the purpose of A and C above and the
rates of charge of each Reference Bank for the purpose of E above shall be
determined by the Agent based upon the information supplied to it pursuant to
paragraphs 7 and 8 above and on the assumption that, unless a Reference Bank
notifies the Agent to the contrary, each Reference Banks obligations in
relation to cash ratio deposits and Special Deposits are the same as those of a
typical bank from its jurisdiction of incorporation with a Lending Office in
the same jurisdiction as its Lending Office.  10.The
Agent shall have no liability to any person if such determination results in an
Additional Costs Rate which over or under compensates any Lender and shall be
entitled to assume that the information provided by any Lender or Reference
Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all
respects.  162 
   11.The
Agent shall distribute the additional amounts received as a result of the
Mandatory Costs to the Lenders on the basis of the Additional Costs Rate for
each Lender based on the information provided by each Lender and each Reference
Bank pursuant to paragraphs 3, 7 and 8 above.  12.Any
determination by the Agent pursuant to this Schedule in relation to a
formula, the Mandatory Cost, an Additional Costs Rate or any amount payable to
a Lender shall, in the absence of manifest error, be conclusive and binding on
all parties hereto.  13.The
Agent may from time to time, after consultation with the Obligors Agent and
the Lenders, determine and notify to all Parties any amendments which are
required to be made to this Schedule in order to comply with any change in
law, regulation or any requirements from time to time imposed by the Bank of
England, the Financial Services Authority or the European Central Bank (or, in
any case, any other authority which replaces all or any of its functions).  Any such determination shall, in the absence
of manifest error, be conclusive and binding on all parties.  163 
   SCHEDULE 14  Security Documents  1.English
law debenture dated 28 April 2000 between the Parent, Solvecorp,
Deluxestar, Runecorp, Regentrealm, UBF, Burlington Cayman and Finalrealm and
the Security Agent.  2.Scottish
law share pledge dated 28 April 2000 between Finalrealm Limited and the
Security Agent.  3.English
law debenture dated 9 June 2000 between UB Snack Foods Limited, UB
International Sales Limited, Ross Youngs Holdings Limited, United Biscuits
(UK) Limited, UB Foods US Limited, UB Limited, UB Overseas Limited, UB Group
Limited and UB Investments Plc and the Security Agent.  4.English
law share charge dated 9 June 2000 from UB Investments Plc over shares in
UB Foods US Limited, UB Overseas Limited, UB Limited, Ross Youngs Holdings
Limited and United Biscuits (UK) Limited.  5.English
law share charge dated 9 June 2000 from McVitie & Price Limited over
shares in United Biscuits (UK) Limited.  6.English
law share charge dated 9 June 2000 from United Biscuits (Holdings) Limited
over shares in UB Snack Foods Limited and UB International Sales Limited.  7.Scottish
law share pledge dated 15 June 2000 from UB Investments Plc over shares in
UB Group Limited.  8.Scottish
law share pledges dated 9 June 2000 and 14 July 2000 from United
Biscuits (Holdings) Limited over shares in McVitie & Price Limited and UB
Investments Plc.  9.US
law pledge agreement dated 9 June 2000 from UB Investments Plc over shares
in UBFC Inc.  10.US law
security agreement dated 31 May 2000 from UBFC Inc.  11.Scottish
law floating charges dated 9 June 2000 and 14 July 2000 from United
Biscuits (Holdings) Limited.  12.Scottish
law floating charges dated 9 June 2000 and 14 July 2000 from McVitie
& Price Limited.  13.Scottish
law floating charge dated 9 June 2000 from UB Investments Plc.  14.Scottish
law floating charge dated 9 June 2000 from UB Group Limited.  15.English
law debenture dated 14 July 2000 between United Biscuits (Holdings)
Limited, United Biscuits (UK) Limited, McVitie & Price Limited, UB
International Sales Limited and UB Foods US Limited and the Security Agent.  16.English
law debenture dated 26 July 2000 between UB Overseas Limited, UB Limited,
UB Humber Limited and the Security Agent.  17.Dutch
law pledge of inter company receivables dated 29 September 2000 from UB
Investments (Netherlands) B.V. (UBINL).  18.Dutch
law pledge of shares in Croky Chips B.V. dated 23 November 2001 from UBNL;  164 
   19.Dutch
law pledge of accounts dated 29 September 2000 from UBINL.  20.Dutch
law notarial deed of mortgage dated 23 November 2001 from Croky Chips B.V.  21.Dutch
law pledge of shares in Koninklijke Verkade N.V. dated 13 October 2000 by
UBINL.  22.Dutch
law pledge of shares in UBINL dated 26 July 2000 by UB Overseas Limited.  23.Spanish
law pledge of participations in United Biscuits Iberia, S.L. Sociedad
Unipersonal dated 8 September 2000 by UBINL.  24.Spanish
law accession deed for the Spanish law pledge of participations in United
Biscuits Iberia, S.L. Sociedad Unipersonal dated 27 April 2001 amending
and clarifying the deed of pledge referred to in paragraph 23.  25.Spanish
law Deed of Mortgage over Spanish real estate between United Biscuits Iberia,
S.L. Sociedad Unipersonal and the Finance Parties dated 27 April 2001 over
plot of land number 3,163 in Bilbao.  26.Spanish
law Deed of Mortgage over Spanish real estate between United Biscuits Iberia,
S.L. Sociedad Unipersonal and the Finance Parties dated 27 April 2001 over
plot of land number 3,592 in Barcelona.  27.Spanish
law Deed of Mortgage over Spanish real estate between Galletas United Biscuits,
S.A. Sociedad Unipersonal and the Finance Parties dated 27 April 2001 over
plot of land number 3,164 in Bilbao.  28.Spanish
law Deed of Mortgage over Spanish trademarks between United Biscuits Iberia,
S.L. Sociedad Unipersonal and the Finance Parties dated 27 April 2001 over
several trademarks under the names of LOSTE, ROYAL and RIERA MARSA.  29.Spanish
law deed of pledge of shares between United Biscuits Iberia, S.L. Sociedad
Unipersonal, Galletas United Biscuits, S.A. Sociedad Unipersonal and Carnes y
Conservas EspaZolas, S.A. (Carnes)
and the Finance Parties dated 27 April 2001 over the shares in (i) Carnes
and (ii) Galletas United Biscuits, S.A. Sociedad Unipersonal.  30.Financial
Instruments Account Pledge Agreement, pursuant to which UBINL pledged its
shareholder account in United Biscuits France S.A. dated 26 June 2002.  31.Financial
Instruments Account Pledge Agreement, pursuant to which United Biscuits France
S.A. pledged its shareholder account in United Biscuits Industries S.A.S. dated
26 June 2002.  32.Portuguese
law deed of pledge of shares between United Biscuits Iberia, S.L. and, to the
extent required by applicable law, the Portuguese Target or the surviving
entity following the Portuguese Merger, dated the date of completion of the Portuguese
Acquisition, or such later date as provided in Clause 20.5 (Portuguese
Security) over the shares in the Portuguese Target or the surviving
entity of the Portuguese Merger.  165 
   SCHEDULE 15  Proposed Tax
Restructuring  The Proposed Tax Restructuring is described below:  (1)UB Overseas Limited (UBO)
will make a loan to United Biscuits Iberia S.L. Sociedad Unipersonal (UBib),
on inter-company account.  The amount of
the loan will equal the value of UB Humber Limited (UBH) which is £50,000,000
plus the amount of interest on Intra-Group loans made by UB Humber Limited
which has accrued at that time less the amount of tax payable on such interest
(the First
Share Consideration).  UBH
is the UK subsidiary of UB Investments (Netherlands) B.V. (UBINL)
which was capitalised in August, 2000 with £50,000,000;  (2)UBINL will then sell the shares in
UBH to UBib for a consideration equal to the amount of the inter-company
account balance with UBO (the Share Consideration);  (3)UBINL will effect a repayment of
share premium (capital distribution) to UBO in the sum of the Share
Consideration; and  (4)the Group Companies will take all
steps reasonably necessary to ensure that the Proposed Tax Restructuring occurs
in a manner that does not adversely affect in any material respect the rights
and interests of the Finance Parties.  166 
   SIGNATORIES TO FACILITIES AGREEMENT  The Parent  UNITED BISCUITS GROUP (INVESTMENTS)
  LIMITED (FORMERLY BLADELAND LIMITED)By:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:  The Borrower  REGENTREALM LIMITEDBy:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:  167 
   The Guarantors  UNITED BISCUITS GROUP
  (INVESTMENTS) LIMITED (FORMERLY BLADELAND LIMITED)By:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:SOLVECORP LIMITEDBy:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:RUNECORP LIMITEDBy:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:  168 
   FINALREALM LIMITEDBy:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:  REGENTREALM LIMITEDBy:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:  DELUXESTAR LIMITEDBy:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:  169 
   UNITED BISCUITS FINANCE PLC
  (FORMERLY DREADSTAR LIMITED)By:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:  BURLINGTON BISCUITS (CAYMAN)
  LIMITEDBy:Notice DetailsAddress:
  Walkers
  Walkers House
  Mary Street
  PO Box 265GT
  George Town
  Grand Cayman
  Cayman IslandsFacsimile:Attention:  BURLINGTON BISCUITS (HOLDINGS)
  LIMITEDBy:Notice DetailsAddress:
  Church Road
  West Drayton
  Middlesex
  UB7 7PRFacsimile:
  01895 448848Attention:  170 
   BURLINGTON BISCUITS
  INTERNATIONAL LIMITEDBy:Notice DetailsAddress:
  Church Road
  West Drayton
  Middlesex
  UB7 7PRFacsimile:
  01895 448848Attention:  BURLINGTON FINANCE LIMITEDBy:Notice DetailsAddress:
  Church Road
  West Drayton
  Middlesex
  UB7 7PRFacsimile:
  01895 448848Attention:  CORK STREET LIMITEDBy:Notice DetailsAddress:
  Church Road
  West Drayton
  Middlesex
  UB7 7PRFacsimile:
  01895 448848Attention:  171 
   BURLINGTON BISCUITS LIMITEDBy:Notice DetailsAddress:
  Church Road
  West Drayton
  Middlesex
  UB7 7PRFacsimile:
  01895 448848Attention:  UNITED BISCUITS (HOLDINGS)
  LIMITEDBy:Notice DetailsAddress:
  50 Lothian Road
  Festival Square
  Edinburgh
  EH3 9BYFacsimile:Attention:  McVITIE & PRICE LIMITEDBy:Notice DetailsAddress:
  50 Lothian Road
  Festival Square
  Edinburgh
  EH3 9BYFacsimile:Attention:  172 
   UB GROUP LIMITEDBy:Notice DetailsAddress:
  50 Lothian Road
  Festival Square
  Edinburgh
  EH3 9BYFacsimile:Attention:  UB INVESTMENTS PLCBy:Notice DetailsAddress:
  50 Lothian Road
  Festival Square
  Edinburgh
  EH3 9BYFacsimile:Attention:  UB SNACK FOODS LIMITEDBy:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:  173 
   UNITED BISCUITS (UK) LIMITEDBy:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:  UB FOODS US LIMITEDBy:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:  UB OVERSEAS LIMITEDBy:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:  174 
   UB LIMITEDBy:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:  UB INTERNATIONAL SALES LIMITEDBy:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:  ROSS YOUNGS HOLDINGS LIMITEDBy:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:  175 
   UB HUMBER LIMITEDBy:Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:Attention:  UB INVESTMENTS (NETHERLANDS)
  BVBy:Notice DetailsAddress:
  Hogehilweg 16
  1101 CD Amsterdam-Zuidoost
  NetherlandsFacsimile:Attention:  The Joint Lead Arrangers  DEUTSCHE BANK AG LONDONBy:Notice DetailsAddress:
  Winchester House
  1 Great Winchester Street
  London EC2N 2DBFacsimile:
  0171 547 4757Attention:
  Mark Slater / Dermot Murphy  176 
   CHASE MANHATTAN PLCBy:Notice DetailsAddress:
  125 London Wall
  London
  EC2Y 5AYFacsimile:
  020 7777 2360Attention:
  John Empson/James Treger  DLJ CAPITAL FUNDING, INC.By:Notice DetailsAddress:
  277 Park Avenue
  10th Floor
  New York, NY10172Facsimile:
  001 212 892 6031Attention:
  Diane Albanese / Elizabeth Burnettcc:
  For information only:Marc
  Dien
  99 Bishopsgate
  London EC2M 3YFFacsimile:
  020 7655 7690  177 
   The Documentation Agents  CHASE MANHATTAN PLCBy:Notice DetailsAddress:
  125 London Wall
  London
  EC2Y 5AYFacsimile:
  020 7777 2360Attention:
  John Empson/James Treger  DLJ CAPITAL FUNDING, INC.By:Notice DetailsAddress:
  277 Park Avenue
  10th Floor
  New York, NY10172Facsimile:
  001 212 892 6031Attention:
  Diane Albanese / Elizabeth Burnettcc:
  For information only:Marc Dien
  99 Bishopsgate
  London EC2M 3YFFacsimile:
  020 7655 7690  178 
   The Original Lenders  DEUTSCHE BANK AG LONDONBy:Notice DetailsAddress:
  Winchester House
  1 Great Winchester Street
  London EC2N 2DBFacsimile:
  0171 547 4757Attention:
  Mark Slater / Dermot Murphy  THE CHASE MANHATTAN BANKBy:Notice DetailsAddress:
  125 London Wall
  London
  EC2Y 5AYFacsimile:
  020 7777 2360Attention:
  John Empson/James Treger  179 
   DLJ CAPITAL FUNDING, INC.By:Notice DetailsAddress:
  277 Park Avenue
  10th Floor
  New York, NY10172Facsimile:
  001 212 892 6031Attention:
  Diane Albanese / Elizabeth Burnettcc:
  For information only:Marc Dien
  99 Bishopsgate
  London EC2M 3YFFacsimile:
  020 7655 7690  Sole Book Runner  DEUTSCHE BANK AG LONDONBy:Notice DetailsAddress:
  Winchester House
  1 Great Winchester Street
  London EC2N 2DBFacsimile:
  0171 547 4757Attention:
  Mark Slater / Dermot Murphy  180 
   The Agent  DEUTSCHE BANK AG LONDONBy:Notice DetailsAddress:
  Winchester House
  1 Great Winchester Street
  London EC2N 2DBFacsimile:
  0171 547 4757Attention:
  Mark Slater / Dermot Murphy  181 
   The Security Agent  DEUTSCHE BANK AG LONDONBy:Notice DetailsAddress:
  Winchester House
  1 Great Winchester Street
  London EC2N 2DBFacsimile:
  0171 547 4757Attention:
  Mark Slater / Dermot Murphy  182 
   SIGNATORIES  The
Parent  SIGNED bySUSAN
  FURSTFor and on behalf ofUNITED
  BISCUITS GROUP (INVESTMENTS) LIMITED as ParentNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  183 
   The
Borrowers  SIGNED bySUSAN
  FURSTFor and on behalf ofREGENTREALM
  LIMITED as BorrowerNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  SIGNED bySUSAN
  FURSTFor and on behalf ofUNITED
  BISCUITS (UK) LIMITEDas BorrowerNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  184 
   SIGNED bySUSAN
  FURSTFor and on behalf ofUNITED
  BISCUITS IBERIA S.L. SOCIEDAD UNIPERSONALas BorrowerNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  The
Guarantors  SIGNED bySUSAN
  FURSTFor and on behalf ofUNITED
  BISCUITS GROUP (INVESTMENTS) LIMITED as GuarantorNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  185 
   SIGNED bySUSAN
  FURSTFor and on behalf ofSOLVECORP
  LIMITEDas GuarantorNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  SIGNED bySUSAN
  FURSTFor and on behalf ofRUNECORP
  LIMITED as GuarantorNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  186 
   SIGNED bySUSAN
  FURSTFor and on behalf ofFINALREALM
  LIMITED as GuarantorNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  SIGNED bySUSAN
  FURSTFor and on behalf ofREGENTREALM
  LIMITED as GuarantorNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  187 
   SIGNED bySUSAN
  FURSTFor and on behalf ofDELUXESTAR
  LIMITED as GuarantorNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  SIGNED bySUSAN
  FURSTFor and on behalf ofUNITED
  BISCUITS FINANCE PLC as GuarantorNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  188 
   SIGNEDbySUSAN
  FURSTFor and on behalf ofBURLINGTON
  BISCUITS (CAYMAN) LIMITED as GuarantorNotice DetailsAddress:
  Walkers
  Walkers House
  Mary Street
  PO Box 265 GT
  George Town
  Grand Cayman
  Cayman IslandsFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  SIGNED bySUSAN
  FURSTFor and on behalf ofUNITED
  BISCUITS (HOLDINGS) LIMITEDas GuarantorNotice DetailsAddress:
  50 Lothian Road
  Festival Square
  Edinburgh
  EH3 9BYFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  189 
   SIGNEDbySUSAN
  FURSTFor and on behalf ofMCVITIE
  & PRICE LIMITED as GuarantorNotice DetailsAddress:
  50 Lothian Road
  Festival Square
  Edinburgh
  EH3 9BYFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  SIGNEDbySUSAN
  FURSTFor and on behalf ofUB
  GROUP LIMITED as GuarantorNotice DetailsAddress:
  50 Lothian Road
  Festival Square
  Edinburgh
  EH3 9BYFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  190 
   SIGNEDbySUSAN
  FURSTFor and on behalf ofUB
  INVESTMENTS PLCas GuarantorNotice DetailsAddress:
  50 Lothian Road
  Festival Square
  Edinburgh
  EH3 9BYFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  SIGNED bySUSAN
  FURSTFor and on behalf ofUNITED
  BISCUITS (UK) LIMITEDas GuarantorNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  191 
   SIGNED bySUSAN
  FURSTFor and on behalf ofUB
  FOODS US LIMITEDas GuarantorNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  SIGNED bySUSAN
  FURSTFor and on behalf ofUB
  OVERSEAS LIMITEDas GuarantorNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  192 
   SIGNED bySUSAN
  FURSTFor and on behalf ofROSS
  YOUNGS HOLDINGS LIMITEDas GuarantorNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  SIGNED bySUSAN
  FURSTFor and on behalf ofUB
  HUMBER LIMITEDas GuarantorNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  193 
   SIGNEDbySUSAN
  FURSTAs attorney for and on behalf ofUB
  INVESTMENTS (NETHERLANDS) B.V.as Guarantor pursuant to a Power of
  Attorney dated 17th day of March 2003Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  SIGNEDbySUSAN
  FURSTFor and on behalf ofU.B.F.C.,
  INC.as GuarantorNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  194 
   SIGNEDbySUSAN
  FURSTAs attorney for and on behalf ofKONINKLIJKE
  VERKADE N.V.as Guarantor pursuant to a Power of Attorney dated 17th
  day of March 2003Notice DetailsAddress:
  Hogehilweg 16
  1101 CD Amsterdam-Zuidoost
  NetherlandsAttention of:
  Susan Furst
  Mark Oldham  SIGNEDbySUSAN
  FURSTFor and on behalf ofUNITED
  BISCUITS IBERIA S.L. SOCIEDAD UNIPERSONALas GuarantorNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  195 
   SIGNEDbySUSAN
  FURSTFor and on behalf ofUNITED
  BISCUITS FRANCE S.A.as GuarantorNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  SIGNEDbySUSAN
  FURSTAs attorney for and on
  behalf ofUNITED
  BISCUITS INDUSTRIES S.A.S.as Guarantor pursuant to a Power of
  Attorney dated 17th day of March 2003Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  196 
   SIGNEDbySUSAN
  FURSTAs attorney for and on behalf ofGALLETAS
  UNITED BISCUITS S.A. SOCIEDAD UNIPERSONALas Guarantor pursuant to
  a Power of Attorney dated 17th day of March 2003Notice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  SIGNEDbySUSAN
  FURSTFor and on behalf ofCROKY
  CHIPS B.V.as GuarantorNotice DetailsAddress:
  Hayes Park
  Hayes End Road
  Hayes
  Middlesex UB4 8EEFacsimile:
  020 8734 5000Attention of:
  Susan Furst
  Mark Oldham  197 
   The
Arranger  SIGNEDbyPAUL
  SENNETT AND TIM TAYLORFor and on behalf ofDEUTSCHE
  BANK AG LONDON as ArrangerNotice DetailsAddress:
  Winchester House
  1 Great Winchester Street
  London EC2N 2DBFacsimile:
  020 7547 6419Attention of:
  Richard Peters  198 
   The
Sole Book Runner  SIGNEDbyPAUL
  SENNETT AND TIM TAYLORFor and on behalf ofDEUTSCHE
  BANK AG LONDON as Sole Book RunnerNotice DetailsAddress:
  Winchester House
  1 Great Winchester Street
  London EC2N 2DBFacsimile:
  020 7547 6419Attention of:
  Richard Peters  The
Agent  SIGNEDbyPAUL
  SENNETT AND TIM TAYLORFor and on behalf ofDEUTSCHE
  BANK AG LONDON as AgentNotice DetailsAddress:
  Winchester House
  1 Great Winchester Street
  London EC2N 2DBFacsimile:
  020 7547 6419Attention of:
  Richard Peters  199 
   The
Documentation Agent  SIGNEDbyPAUL
  SENNETT AND TIM TAYLORFor and on behalf ofDEUTSCHE
  BANK AG LONDON as
  Documentation AgentNotice DetailsAddress:
  Winchester House
  1 Great Winchester Street
  London EC2N 2DBFacsimile:
  020 7547 6419Attention of:
  Richard Peters  The
Security Agent  SIGNEDbyPAUL
  SENNETT AND TIM TAYLORFor and on behalf ofDEUTSCHE
  BANK AG LONDON as Security AgentNotice DetailsAddress:
  Winchester House
  1 Great Winchester Street
  London EC2N 2DBFacsimile:
  020 7547 6419Attention of:
  Richard Peters  200 
   The
Lenders  SIGNEDbyPAUL
  SENNETT AND
  TIM TAYLORFor and on behalf ofDEUTSCHE
  BANK AG LONDON as LenderNotice DetailsAddress:
  Winchester House
  1 Great Winchester Street
  London EC2N 2DBFacsimile:
  020 7547 6419Attention of:
  Richard Peters  SIGNEDbyBEN
  DAVIES AND ROBERT HARRISFor and on behalf ofCO-OPERATIVE
  CENTRALE
  RAIFFEISEN  BOERENLEEBANK B.A. (TRADING AS RABOBANK
  INTERNATIONAL)as LenderNotice DetailsAddress:
  Thames Court
  One Queenhithe
  London EC4V 3RLFacsimile:
  020 7809 3506Attention of:
  Loans Administration  201 
   SIGNEDbyGRAHAM
  BERRYFor and on behalf ofTHE
  ROYAL BANK OF
  SCOTLAND PLCas
  LenderNotice DetailsAddress:
  135 Bishopsgate
  London
  EC2M 3URFacsimile:
  020 7672 6403Attention of:
  Steve Wright  202