Exhibit 4.4


 


	
   

  	
   

  	
  CONFORMED COPY

  



 


EURO 1,500,000,000


 


SYNDICATED
REVOLVING CREDIT AGREEMENT


 


 


dated 14th
April, 2003


 


for

KONINKLIJKE KPN N.V.


with


ABN AMRO BANK
N.V.


BANC OF
AMERICA SECURITIES LIMITED


CITIGROUP
GLOBAL MARKETS LIMITED


COÖPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.


CREDIT SUISSE
FIRST BOSTON


DEUTSCHE BANK
AG

HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME


ING BANK N.V.


J.P. MORGAN
PLC


and


SCOTIABANK
EUROPE PLC


as Mandated
Lead Arrangers


and


with

ABN AMRO BANK N.V.

acting as Facility Agent



















 


CONTENTS


 


	
  Clause

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1

  	
   

  
	
   

  	
   

  	
   

  
	
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions And
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2

  	
   

  
	
   

  	
   

  	
   

  
	
  The Facility

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  The Facility

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Purpose

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Conditions Of Utilisation

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3

  	
   

  
	
   

  	
   

  	
   

  
	
  Utilisation

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Utilisation

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Optional Currencies

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4

  	
   

  
	
   

  	
   

  	
   

  
	
  Repayment, Prepayment And
  Cancellation

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Repayment

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Prepayment And Cancellation

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5

  	
   

  
	
   

  	
   

  	
   

  
	
  Costs
  Of Utilisation

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Interest Periods

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Changes To The
  Calculation Of Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Fees

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6

  	
   

  
	
   

  	
   

  	
   

  
	
  Additional Payment
  Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Tax Gross Up

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Increased Costs

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Other Indemnities

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Mitigation By The Lenders

  	
   

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Costs And Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7

  	
   

  
	
   

  	
   

  	
   

  
	
  Guarantee

  	
   

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Guarantee And Indemnity

  	
   

  



 

















 


	
  Section 8

  	
   

  
	
   

  	
   

  	
   

  
	
  Representations,
  Undertakings And Events Of Default

  	
   

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Representations And
  Warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Information Undertakings

  	
   

  
	
   

  	
   

  	
   

  
	
  21.

  	
  General Undertakings

  	
   

  
	
   

  	
   

  	
   

  
	
  22.

  	
  Financial Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  23.

  	
  Events Of Default

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9

  	
   

  
	
   

  	
   

  	
   

  
	
  Changes
  To Parties

  	
   

  
	
   

  	
   

  	
   

  
	
  24.

  	
  Changes To The Lenders

  	
   

  
	
   

  	
   

  	
   

  
	
  25.

  	
  Changes To The Obligors

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10

  	
   

  
	
   

  	
   

  	
   

  
	
  The
  Finance Parties

  	
   

  
	
   

  	
   

  	
   

  
	
  26.

  	
  Role Of The Facility Agent And The
  Mandated Lead Arrangers

  	
   

  
	
   

  	
   

  	
   

  
	
  27.

  	
  Conduct Of Business By The Finance
  Parties

  	
   

  
	
   

  	
   

  	
   

  
	
  28.

  	
  Sharing Among The Lenders

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11

  	
   

  
	
   

  	
   

  	
   

  
	
  Administration

  	
   

  
	
   

  	
   

  	
   

  
	
  29.

  	
  Payment Mechanics

  	
   

  
	
   

  	
   

  	
   

  
	
  30.

  	
  Set-Off

  	
   

  
	
   

  	
   

  	
   

  
	
  31.

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  32.

  	
  Calculations And
  Certificates

  	
   

  
	
   

  	
   

  	
   

  
	
  33.

  	
  Partial Invalidity

  	
   

  
	
   

  	
   

  	
   

  
	
  34.

  	
  Remedies And Waivers

  	
   

  
	
   

  	
   

  	
   

  
	
  35.

  	
  Amendments And Waivers

  	
   

  
	
   

  	
   

  	
   

  
	
  36.

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 12

  	
   

  
	
   

  	
   

  	
   

  
	
  Governing Law And
  Enforcement

  	
   

  
	
   

  	
   

  	
   

  
	
  37.

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  
	
  38.

  	
  Enforcement

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 1 THE ORIGINAL LENDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 2 CONDITIONS PRECEDENT

  	
   

  
	
   

  	
  Part 1
  Conditions Precedent To Signing

  	
   

  
	
   

  	
  Part 2
  Conditions Precedent Required To Be Delivered By An Additional Obligor

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 3 UTILISATION REQUEST

  	
   

  



 

















 


	
  Schedule 4 THE MARGIN

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 5 FORM OF TRANSFER CERTIFICATE

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 6 FORM OF COMPLIANCE CERTIFICATE

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 7 TIMETABLES

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 8 MANDATORY COST FORMULAE

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 9 FORM OF ACCESSION LETTER

  	
   

  



 








 


THIS AGREEMENT is
dated 14th April, 2003 and made between:


 


(1)                            KONINKLIJKE
KPN N.V. having its seat (statutaire zetel) in The
Hague, The Netherlands (the “Company”);


 


(2)                            KONINKLIJKE
KPN N.V. having its seat (statutaire zetel) in The
Hague, The Netherlands, as guarantor (the “Original  Guarantor”);


 


(3)                            ABN
AMRO BANK N.V., BANC OF AMERICA SECURITIES LIMITED, CITIGROUP GLOBAL MARKETS
LIMITED, COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., CREDIT SUISSE
FIRST BOSTON, DEUTSCHE BANK AG, HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME, ING BANK
N.V., J.P. MORGAN PLC and SCOTIABANK EUROPE PLC (the
“Mandated
Lead Arrangers”);


 


(4)                            THE
FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original
Lenders) as lenders (the “Original Lenders”); and


 


(5)                            ABN
AMRO BANK N.V. as facility agent (the “Facility
Agent”).


 


IT IS AGREED as
follows:


 


SECTION 1


INTERPRETATION


 


1.                                 DEFINITIONS
AND INTERPRETATION


 


1.1                           Definitions


 


In this
Agreement:


 


“Accession
Letter” means a document substantially in the form set out in
Schedule 9 (Form
of Accession Letter).


 


“Additional
Borrower” means a company which becomes an Additional Borrower in
accordance with Clause 25 (Changes to the Obligors).


 


“Additional
Guarantor” means a company which becomes an Additional Guarantor in
accordance with Clause 25 (Changes to the Obligors).


 


“Additional
Obligor” means an Additional Borrower or Additional Guarantor.


 


“Advance”
means an advance made or to be made under the Facility or the principal amount
outstanding for the time being of that advance.


 


“Affiliate”
means, in relation to any person, a Subsidiary of that person or a Holding
Company of that person or any other Subsidiary of that Holding Company.


 


1

















 


“Agent’s Spot
Rate of Exchange” means the Facility Agent’s spot rate of exchange
for the purchase of the relevant currency with the Base Currency in the London
foreign exchange market at or about 11:00 a.m. on a particular day.


 


“Authorisation”
means an authorisation, consent, approval, resolution, licence, exemption,
filing or registration.


 


“Available
Commitment” means a Lender’s Commitment minus:


 


(a)                                      the Base Currency Amount of its participation in any outstanding
Advances; and


 


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


 


other than, in
either case, the Base Currency Amount of that Lender’s participation in any
Advances that are due to be repaid or prepaid on or before the proposed
Utilisation Date.


 


“Available
Facility” means the aggregate for the time being of each Lender’s
Available Commitment.


 


“Availability
Period” means the period from and including the date of this
Agreement to and including the date falling one month prior to the Termination
Date.


 


“Base
Currency” means euro.


 


“Base
Currency Amount” means, in relation to an Advance, the amount
specified in the Utilisation Request delivered by a Borrower for that Advance
(or, if the amount requested is not denominated in the Base Currency, that
amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on
the date which is 3 Business Days before the Utilisation Date (or, if later, on
the date the Facility Agent receives the Utilisation Request) adjusted to
reflect any repayment or prepayment of the Advance.


 


“Borrower”
means the Company or an Additional Borrower unless it has ceased to be a
Borrower in accordance with Clause 25 (Changes to the Obligors).


 


“Borrowings”
means:


 


(a)                                      any indebtedness for moneys borrowed and debit balances at banks and
other financial institutions;


 


(b)                                     any indebtedness raised by acceptance under any credit facility
opened by a bank or other financial institution;


 


(c)                                      any indebtedness under any bonds, notes, debentures, loan stock or
other security;


 


(d)                                     any payment obligations under any lease which would, in accordance
with GAAP (as used in the Company’s most recent audited annual consolidated
financial statements from time to time), be treated as a finance or capital
lease;


 


2

















 


(e)                                      any derivative transaction entered into in connection with
protection against or fluctuation in any rate or price (and when calculating
the value of any derivative transaction, only the marked to market value shall
be taken into account);


 


(f)                                        proceeds raised under any Securitisation Transaction;


 


(g)                                     receivables sold or discounted (other than any receivables to the
extent they are sold on a non-recourse basis) and which would, in accordance
with GAAP (as used in the Company’s most recent audited annual consolidated
financial statements from time to time), be treated as a borrowing;


 


(h)                                     any amount of any liability under an advance or deferred purchase
agreement if the agreement is in respect of the supply of assets or services
and payment is due more than 180 days past the period customarily allowed by
the relevant supplier for deferred payment but only in circumstances where the
aggregate outstanding liability to any supplier or provider (including their
respective affiliates) exceeds euro 50,000,000;


 


(i)                                         any indebtedness in respect of an arrangement pursuant to which a
person has the right to reacquire an asset sold or otherwise disposed of by
that person (whether following the exercise of an option or otherwise) and
which would, in accordance with GAAP (as used in the Company’s most recent
audited annual consolidated financial statements from time to time), be treated
as a borrowing;


 


(j)                                         any shares which are redeemable (other than for ordinary shares) by
holders thereof (other than any Specified Preference Shares which have been
outstanding for less than 2 years from their date of issue);


 


(k)                                      any indebtedness having the commercial effect of a borrowing and which
would, in accordance with GAAP (as used in the Company’s most recent audited
annual consolidated financial statements from time to time), be treated as a
borrowing; and


 


(l)                                         any indebtedness (actual or contingent) under any guarantee,
indemnity and/or other form of assurance against financial loss by any Group
Company in respect of any indebtedness of any person of a type referred to in
paragraphs (a) to (k) above.


 


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


 


(a)                                      the interest which a Lender should have received for the period from
the date of receipt of all or any part of its participation in an Advance or
Unpaid Sum to the last day of the current Interest Period in respect of that
Advance or Unpaid Sum, had the principal amount or Unpaid Sum received been
paid on the last day of that Interest Period;


 


exceeds:


 


(b)                                     the amount which that Lender would be able to obtain by placing an
amount equal to the principal amount or Unpaid Sum received by it on deposit
with a


 


3

















 


leading bank in the Relevant Interbank Market for a
period starting on the Business Day following receipt or recovery and ending on
the last day of the current Interest Period,


 


excluding any
Margin or other loss of profit.


 


“Business Day”
means a day (other than a Saturday or Sunday) on which banks are open for
general business in London and The Netherlands and:


 


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


 


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


 


“Cash-backed
Borrowings” means Borrowings under equipment leases to the extent
matched by cash balances or other forms of defeasance instrument (but only to
the extent such instruments are cash-backed) held by or for the benefit of the
relevant Group Companies which are the lessees under such leases or other Group
Companies and which are only available for application against those
Borrowings.


 


“Commitment”
means:


 


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


 


(b)                                     in relation to any other Lender, the aggregate amount of any
Commitments transferred to it under this Agreement,


 


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


 


“Compliance
Certificate” means a certificate substantially in the form set out
in Schedule 6 (Form of Compliance Certificate).


 


“Credit
Rating” means a long term (senior unsecured and unsubordinated) debt
rating given by S&P or Moody’s.


 


“Default”
means an Event of Default or an event which, with the giving of notice, lapse
of time, determination of materiality or fulfilment of any other applicable
condition (or any combination of any of the foregoing) would constitute an
Event of Default.


 


“DNB”
means the Dutch Central Bank (De Nederlandsche Bank N.V.)


 


“Dutch
Borrower” means the Company and any Additional Borrower which is
incorporated or established in The Netherlands.


 


“EURIBOR”
means, in relation to any Advance in euro:


 


(a)                                      the applicable Screen Rate; or


 


4

















 


(b)                                     (if no Screen Rate is available for the period of that Advance) the
arithmetic mean of the per annum rates (rounded upwards to four decimal places)
as supplied to the Facility Agent at its request quoted by the Reference Banks
to leading banks in the European Interbank Market,


 


as of the
Specified Time on the Quotation Day for the offering of deposits in euro for a
period comparable to the Interest Period of the relevant Advance.


 


“European
Interbank Market” means the interbank market for euro operating in
Europe.


 


“Event of
Default” means any event or circumstance specified as such in
Clause 23 (Events of Default).


 


“Exemption
Regulation” means the exemption regulation dated 26 June 2002 of the
Ministry of Finance of the Netherlands (as amended from time to time), as
promulgated in connection with the Dutch Act on the Supervision of Credit
Institutions 1992 (Wet toezicht kredietwezen 1992).


 


“Executive
Officer” means a member of the board of management of the Company.


 


“Facility”
means the euro 1,500,000,000 loan facility made available to the Company under
this Agreement as described in Clause 2.1 (The Facility).


 


“Facility
Office” means in relation to an Original Lender, the office
identified as such to the Facility Agent on or prior to the date hereof (or, in
the case of a transferee, at the end of the Transfer Certificate to which it is
a party as transferee) or such other office as it may from time to time, by
notice to the Facility Agent, select.


 


“Fee Letter”
means any letter or letters between the Mandated Lead Arrangers and the Company
or the Facility Agent and the Company setting out any of the fees referred to
in Clause 12 (Fees).


 


“Finance
Document” means this Agreement, any Fee Letter, any Accession Letter
and any other document designated as such by the Facility Agent and the
Company.


 


“Finance
Party” means any of the Facility Agent, the Mandated Lead Arrangers
and the Lenders.


 


“Fixed Line
Business” means the businesses of providing:


 


(a)                                      fixed public telephone services;


 


(b)                                      fixed public telephone
networks;


 


(c)                                      interconnection services in relation to  those networks; and


 


(d)                                     special network access services in relation to those networks,


 


in each case, in The Netherlands and as described in
paragraphs (j),(k) and (l) of Article 1.1 and Article 6.1 (1) of the Dutch
Telecommunications Act 1998.


 


5

















 


“GAAP”
means generally accepted accounting principles in The Netherlands.


 


“Group”
means the Company and its Subsidiaries from time to time and “Group
Company” means any one of them.


 


“Guarantor”
means the Original Guarantor or an Additional Guarantor unless it has ceased to
be a Guarantor in accordance with Clause 25 (Changes to the Obligors).


 


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


 


“International
Accounting Standards” means international accounting standards
promulgated by the International Accounting Standards Committee.


 


“Interest
Period” means, in relation to an Advance, each period determined in
accordance with Clause 10 (Interest Periods) and, in relation to an
Unpaid Sum, each period determined in accordance with Clause 9.3 (Default
interest).


 


“KPN Telecom”
means KPN Telecom B.V.


 


“KPN Telecom
Group” means KPN Telecom and any of its Subsidiaries which own any
part of the Fixed Line Business from time to time.


 


“Lender”
means:


 


(a)                                      any Original Lender; and


 


(b)                                     any bank or financial institution which has become a Party as a
Lender in accordance with Clause 24 (Changes to the Lenders),


 


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


 


“LIBOR”
means, in relation to any Advance (other than an Advance in euro):


 


(a)                                      the applicable Screen Rate; or


 


(b)                                     (if no Screen Rate is available for the currency or period of that
Advance) the arithmetic mean of the per annum rates (rounded upwards to four
decimal places) as supplied to the Facility Agent at its request quoted by the
Reference Banks to leading banks in the London Interbank Market,


 


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


 


“London
Interbank Market” means the interbank market operating in London.


 


“Majority
Lenders” means:


 


(a)                                      until the Total Commitments have been reduced to zero, a Lender or
Lenders whose Commitments aggregate more than 662/3% of
the Total Commitments (or, if the Total Commitments have been reduced to zero
and there are no


 


6

















 


Advances then outstanding, 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
Advances then outstanding aggregate more than 662/3% of
all the Advances then outstanding.


 


“Mandatory
Cost” means the percentage rate per annum calculated by the Facility
Agent in accordance with Schedule 8 (Mandatory Cost Formulae).


 


“Margin”
means the rate per annum computed in accordance with the table set out in
Schedule 4 (The
Margin) except that on any day that the Company has
Credit Ratings from S&P and Moody’s which are not equivalent (or no Credit
Rating from one of them), the applicable rate per annum for such day shall be
the average of the relevant rates per annum computed in accordance with the
table set out in Schedule 4 (The Margin) (or, in the case of a Credit
Rating from only one of S&P or Moody’s, the Credit Rating the Company is
given).  Any change in the Margin shall
take effect 5 days after the change in the Company’s Credit Ratings.


 


“Material
Adverse Effect” means a material adverse effect on the ability of
the Obligors taken as a whole to perform their payment and financial covenant
obligations under this Agreement.


 


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


 


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


 


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


 


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


 


The above
rules will only apply to the last Month of any period.


 


“Moody’s”
means Moody’s Investor Services, Inc., or any successor thereto.


 


“Obligor”
means a Borrower or a Guarantor.


 


“Optional
Currency” means a currency (other than the Base Currency) which
complies with the conditions set out in Clause 4.3 (Conditions relating to Optional
Currencies).


 


“Original
Facility Agreement” means the euro 1.75 billion credit agreement
dated 17th May, 2002 between, inter alia, the Company as borrower, ABN
AMRO Bank N.V., Banc of America Securities Limited, Coöperatieve Centrale
Raiffeisen-Boerenleenbank


 


7

















 


B.A., Credit
Suisse First Boston, Deutsche Bank AG, HVB Banque Luxembourg Société Anonyme,
ING Bank N.V. J.P. Morgan PLC, Scotiabank Europe PLC and Salomon Brothers
International Limited as Mandated Lead Arrangers, ABN AMRO Bank N.V. as
Facility Agent, and the financial institutions referred to therein as lenders.


 


“Original
Group Financial Statements” means the audited consolidated financial
statements of the Group for the year ended 31 December 2002.


 


“Outstandings”
means the aggregate of the Base Currency Amount from time to time of each of
the outstanding Advances.


 


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


 


“Party”
means a party to this Agreement and includes its successors in title, permitted
assigns and permitted transferees.


 


“PMP”
means a “professional market party” within the meaning of the Exemption
Regulation.


 


“Policy
Guidelines” means the DNB’s Policy Guidelines (issued in relation to
the Exemption Regulation) dated 10 July 2002 (Beleidsregel kernbegrippen
markttoetreding en handhaving Wtk 1992) (as amended from time to
time).


 


“Principal
Subsidiary” means:


 


(a)                                      KPN Telecom; and


 


(b)                                     KPN Mobile N.V., so long as it is a Subsidiary of the Company; and


 


(c)                                      any other Subsidiary of the Company whose total assets or revenues
calculated from the then latest audited financial statements of that Subsidiary
represent, not less than ten per cent. (10%) of Total Assets or revenues of the
Group.


 


“Project
Borrower” means any person which incurs a Project Borrowing.


 


“Project
Borrowing” means any Borrowing to finance or refinance a project:


 


(a)                                      which is incurred or issued by a single purpose company or other
single purpose legal entity (whether or not a Group Company) whose principal
assets and business together with the principal assets and business of its
wholly-owned Subsidiaries are constituted by that project and whose liabilities
in respect of the Borrowing concerned are not directly or indirectly the
subject of a guarantee, indemnity or any other form of assurance, undertaking
or support from any other Group Company except:


 


(i)                        upstream guarantees given by wholly owned Subsidiaries of that
single purpose company (or other single purpose legal entity);


 


8

















 


(ii)                     Security over (1) the shares or other right of ownership in that
company or entity or (2) Borrowings of that company or entity from Group
Companies; or


 


(iii)                  as expressly referred to in paragraph (b)(iii) below; or


 


(b)                                      in respect of which the person or persons making such Borrowing
available to the relevant borrower (whether or not a Group Company) have no
recourse whatsoever to any Group Company for the repayment of or payment of any
sum relating to such Borrowing other than:


 


(i)                        recourse to the borrower for amounts limited to the aggregate cash
flow or net cash flow (other than historic cash flow or historic net cash flow
except to the extent that this has funded cash collateral or other collateral
that can be used to repay that Borrowing without enforcement action by such
person or persons) from such project; and/or


 


(ii)                    recourse to the borrower for the purpose only of enabling amounts to
be claimed in respect of that Borrowing in an enforcement of any Security given
by the borrower over the assets comprised in the project to secure that
Borrowing or any recourse referred to in (iii) below, provided that:


 


(1)                    the extent of such recourse to the borrower is limited solely to the
amount of any recoveries made on any such enforcement; and


 


(2)                    such person or persons are not entitled, by virtue of any right or
claim arising out of or in connection with such Borrowing, to commence proceedings
for the winding up or dissolution of the borrower or to appoint or procure the
appointment of any receiver, trustee or similar person or official in respect
of the borrower or any of its assets (save for the assets the subject of such
Security); and/or


 


(iii)                  recourse to such borrower generally, or directly or indirectly to a
Group Company under any form of completion guarantee, assurance or undertaking,
which recourse is limited to a claim for damages (other than liquidated damages
and damages required to be calculated in a specified way) for breach of an
obligation (not being a payment obligation or an obligation to procure payment
by another or an obligation to comply or to procure compliance by another with
any financial ratios or other test of financial condition) by the person
against whom such recourse is available; or


 


(c)                                      which the Majority Lenders shall have agreed in writing to treat as
a Project Borrowing for the purposes of the Finance Documents.


 


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


 


(a)                                      (if the currency is sterling) the first day of that period;


 


9

















 


(b)                                     (if the currency is euro) two TARGET Days before the first day of
that period; or


 


(c)                                      (for any other currency) two Business Days (which for these purposes
only shall mean a day on which banks are open for general business in London)
before the first day of that period,


 


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


 


“Reference
Banks” means ABN AMRO Bank N.V. (London Branch), Citibank, N.A.
(London Branch) and Deutsche Bank Luxembourg, S.A. and/or such offices of such
other banks as may be appointed by the Facility Agent and the Company.


 


“Relevant
Interbank Market” means:


 


(a)                                      in relation to euro, the European Interbank Market; or


 


(b)                                     in relation to any other currency, the London Interbank Market.


 


“Repeating
Representations” means each of the representations referred to in
Clause 19.11(b) (Times for making representations and warranties).


 


“Rollover
Advance” means one or more Advances:


 


(a)                                      made or to be made on the same day that a maturing Advance is due to
be repaid;


 


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


 


(c)                                      in the same currency as the maturing Advance (unless it arose as a
result of the operation of Clause 6.2 (Unavailability of a currency)); and


 


(d)                                     made or to be made to a Borrower for the purpose of refinancing a
maturing Advance previously drawn by such Borrower.


 


“S&P”
means Standard & Poor’s Ratings Group, a division of The McGraw-Hill
Companies, Inc. or any successor thereto.


 


“Screen Rate”
means:


 


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


 


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


 


10

















 


displayed on
the appropriate page of the Reuters screen. 
If the agreed page is replaced or service ceases to be available, the
Facility Agent may specify another page or service displaying the appropriate
rate after consultation with the Company and the Lenders.


 


“Securitisation
Transaction” means any transaction under which Borrowings are raised
by any person in circumstances where the creditor(s) in respect of such
Borrowings:


 


(a)                                      have recourse to receivables or other identified assets or to a loan
secured on receivables or such other assets of that person; and


 


(b)                                     are special purpose vehicles established for the purpose of issuing
securities backed by those receivables and assets or loans.


 


“Security”
means any mortgage, charge, assignment by way of security or subject to a
proviso for redemption, pledge, hypothecation, lien or other security interest.


 


“Specified
Preference Shares” means the special share of forty eight eurocent
(euro 0.48) held by the State of The Netherlands and any B preference shares of
twenty four eurocent (euro 0.24) that may be issued in the future to the
Foundation for the Protection of KPN (Stichting Bescherming KPN).


 


“Specified
Time” means a time determined in accordance with Schedule 7 (Timetables).


 


“Subordinated
Indebtedness” means any indebtedness of the Company with terms (in
the case of a public issue, standard for the market or, in any other case,
acceptable to the Majority Lenders) as to maturity, payment of interest,
principal, early repayment events and other rights on default and insolvency,
subordinate to those of the Finance Parties under the Finance Documents.


 


“Subsidiary”
means an entity from time to time of which another person (and/or one or more
of its subsidiaries) either (a) by having beneficial ownership, directly or
indirectly of more than 50 per cent. of the issued share capital of such
entity; or (b) pursuant to an agreement with other persons, entitled to vote or
otherwise, can:


 


(a)                                      exercise solely or jointly more than 50 per cent. of the voting
rights attached to the issued share capital of such entity at a general meeting
of such entity; or


 


(b)                                     appoint or dismiss solely or jointly, more than 50 per cent. of the
board of directors or of the supervisory board members of such entity, if all
persons entitled to vote were to cast their vote.


 


“TARGET”
means the 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”
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).


 


11

















 


“Termination
Date” means, subject to Clause 7.2 (Extension of Termination Date),
the third anniversary of the date of this Agreement.


 


“Total Assets”
means the total assets of the Group as shown in the audited consolidated
financial statements of the Company last delivered to the Facility Agent under
Clause 20.1 (Financial Information) or, until delivery of the first such
set of audited consolidated financial statements, the Original Group Financial
Statements.


 


“Total
Commitments” means the aggregate of the Commitments, being
euro 1,500,000,000 at the date of this Agreement.


 


“Total
Outstandings” means the aggregate from time to time of the
Outstandings.


 


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


 


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


 


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


 


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


 


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


 


“Utilisation”
means a utilisation of the Facility.


 


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


 


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


 


“VAT”
means value added tax as provided for in the Value Added Tax Act 1994 and any
other tax of a similar nature.


 


“Verifiable
PMP” means a PMP whose status as such may be determined on the basis
of:


 


(i)                                         its entry in a public register (including on-line registers
available on the internet) of DNB;


 


(ii)                                      its rating as provided by a rating agency approved by DNB and as it
appears from any public register and/or written statement of such rating
agency;


 


(iii)                                   its balance sheet, as confirmed by an auditor’s statement showing a
value of its assets as per the last day of the preceding calendar year of at
least euro 500,000,000 (or such other amount and/or at such other time as may
be required pursuant to the Exemption Regulation); or


 


12

















 


(iv)                                  a public register published by a regulator (other than DNB) of a
country as referred to in Article 1.e. 11 of the Exemption Regulation
exercising prudential supervision over the PMP.


 


1.2                           Construction


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


 


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


 


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


 


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


 


(iv)                 a
“person”
includes any person, firm, company, corporation, government, state or agency of
a state or any association, bank, financial institution, fund, incorporated
association, trust or partnership (whether or not having separate legal
personality) or two or more of the foregoing;


 


(v)                    a “regulation” includes any regulation, rule, official directive,
request or guideline (whether or not having the force of law but being binding)
of any governmental, intergovernmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or organisation;


 


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


 


(vii)              unless
a contrary indication appears, a time of day is a reference to London time.


 


(b)                                     Where there is a reference in this Agreement to any amount, limit or
threshold specified in euro, in ascertaining whether or not that amount, limit
or threshold has been attained, broken or achieved, as the case may be, a
non-euro amount shall be counted on the basis of the equivalent in euro of that
amount using the Agent’s Spot Rate of Exchange.


 


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


 


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


 


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


 


13

















 


1.3                           Currency Symbols and
Definitions


“euro”
denotes the single currency unit of the European Union as constituted by the
Treaty of Rome (as amended), “$” and “dollars” denote the lawful
currency of the United States of America and “£” and “sterling” denote the lawful
currency of the United Kingdom.


 


1.4                           Third Party Rights


A person who
is not a Party has no right under the Contract (Rights of Third Parties) Act
1999 to enforce any term of this Agreement.


 


14

















 


SECTION 2


THE FACILITY


 


2.                                 THE FACILITY


 


2.1                           The Facility


Subject to the
terms of this Agreement, the Lenders make available to the Borrower a
multicurrency revolving credit facility in a maximum aggregate amount of
euro 1,500,000,000 (the “Facility”).


 


2.2                           Lenders’ rights and
obligations


(a)                                      The obligations of each Lender under the Finance Documents are
several.  Failure by a Lender to perform
its obligations under the Finance Documents does not affect the obligations of
any other Party under the Finance Documents. 
No Finance Party is responsible for the obligations of any other Finance
Party under the Finance Documents.


 


(b)                                     The rights of each Lender under or in connection with the Finance
Documents are separate and independent rights and any debt arising under the
Finance Documents to a Lender from an Obligor shall be a separate and
independent debt.


 


(c)                                      A Finance Party may, except as otherwise stated in the Finance
Documents, separately enforce its rights under the Finance Documents provided
that if a Lender commences proceedings in respect of any such rights
it shall notify the Facility Agent as soon as practicable thereafter and the
Facility Agent shall notify the other Lenders accordingly.


 


2.3                           Obligors’ representative


Each Obligor
irrevocably authorises the Company to give and receive as representative on its
behalf all notices (including Utilisation Requests) and sign all documents in
connection with the Finance Documents on its behalf and take such other action
as may be necessary or desirable under or in connection with the Finance
Documents on its behalf and confirms that it will be bound by any action taken
by the Company under or in connection with the Finance Documents.


 


2.4                           Actions of Company


The respective
liabilities of each of the Obligors under the Finance Documents shall not be in
any way affected by:


 


(a)                                      any irregularity (or purported irregularity) in any act done by or
any failure (or purported failure) by the Company; or


 


(b)                                     the Company acting (or purporting to act) in any respect outside any
authority conferred upon it by any Obligor; or


 


(c)                                      the failure (or purported failure) by, or inability (or purported
inability) of, the Company to inform any Obligor of receipt by it of any
notification under a Finance Document.


 


15

















 


3.                                 PURPOSE


 


3.1                           Purpose


Each Borrower
shall apply all amounts borrowed by it under the Facility for the purpose of
refinancing existing indebtedness of Group Companies, for general corporate
purposes and for working capital purposes of the Group provided that the Facility
may not be utilised for the purpose of (a) prepaying the whole or any part of
any loan(s) made under the $3,000,000,000 loan agreement dated 9 December 1999
between the Company and BellSouth Corporation; or (b) prepaying the whole or
any part of any Subordinated Indebtedness.


 


3.2                           Monitoring


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


 


4.                                 CONDITIONS
OF UTILISATION


 


4.1                           Initial conditions precedent


No Borrower
may deliver a Utilisation Request unless the Facility Agent has received all of
the documents and other evidence listed in Schedule 2 (Conditions Precedent) in
form and substance reasonably satisfactory to the Facility Agent.  The Facility Agent shall notify the Company
and the Lenders promptly upon being so satisfied.


 


4.2                           Further conditions precedent


(a)                                      The Lenders will only be obliged to comply with Clause 5.4 (Lenders’
participation) if on the date of the Utilisation Request and on the
proposed Utilisation Date:


 


(i)                        in the case of a Rollover Advance, no Event of Default is continuing
or would result from the proposed Advance and, in the case of any other
Advance, no Default is continuing or would result from the proposed Advance;
and


 


(ii)                     the Repeating Representations to be made by each Obligor are true in
all material respects,


 


(b)                                     An Advance will not be made if it would result in the Base Currency
Amount of all Advances exceeding the Total Commitments.


 


4.3                           Conditions relating to
Optional Currencies


(a)                                      A currency will constitute an Optional Currency in relation to an
Advance if:


 


(i)                        it is a eurocurrency readily available in the amount required and
freely convertible into the Base Currency in the Relevant Interbank Market on
the Quotation Day and the Utilisation Date for that Advance; and


 


(ii)                     it is dollars or sterling or has been approved by the Facility Agent
(acting on the instructions of all the Lenders) on or prior to receipt by the
Facility Agent of the relevant Utilisation Request for that Loan.


 


16

















 


(b)                                     If the Facility Agent has received a written request from the
Company for a currency to be approved under paragraph (a)(ii) above, the
Facility Agent will, as soon as reasonably practicable, confirm to the Company:


 


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


 


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


 


4.4                           Maximum number of Advances


(a)                                      A Borrower may not deliver a Utilisation Request if, as a result of
the proposed Utilisation, more than 10 Advances would be outstanding.


 


(b)                                     Any Advance made by a single Lender under Clause 6.2 (Unavailability
of a currency) shall not be taken into account in this Clause 4.4.


 


17

















 


SECTION 3


UTILISATION


 


5.                                 UTILISATION


 


5.1                           Delivery of a Utilisation
Request


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


 


5.2                           Completion of a Utilisation
Request


(a)                                      Each Utilisation Request delivered to the Facility Agent pursuant to
Clause 5.1 (Delivery
of a Utilisation Request) is irrevocable and will not be regarded as
having been duly completed unless:


 


(i)                        the proposed Utilisation Date is a Business Day within the
Availability Period;


 


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


 


(iii)                  the proposed Interest Period complies with Clause 10 (Interest
Periods).


 


(b)                                     Only one Advance may be requested in each Utilisation Request
delivered to the Facility Agent pursuant to Clause 5.1 (Delivery of a Utilisation Request).


 


5.3                           Currency and amount


(a)                                      The currency specified in a Utilisation Request delivered to the
Facility Agent pursuant to Clause 5.1 (Delivery of a Utilisation Request) must be
the Base Currency or an Optional Currency.


 


(b)                                     The amount of the proposed Advance must be an amount whose Base
Currency Amount is:


 


(i)                        if the currency selected is the Base Currency, a minimum of
euro 50,000,000 (or, as the case may be, the remainder of the Available
Facility); or


 


(ii)                     if the currency selected is dollars, a minimum of $50,000,000 (or,
as the case may be, the remainder of the Available facility);


 


(iii)                  if the currency selected is sterling, a minimum of £30,000,000 (or,
as the case may be, the remainder of the Available Facility); or


 


(iv)                 if
the currency selected is an Optional Currency (other than dollars or sterling),
in such minimum amount as the Facility Agent and the Company may agree,


 


or, if less,
the amount of the Available Facility.


 


18

















 


5.4                           Lenders’ participation


(a)                                      If the conditions set out in this Agreement have been met, each
Lender shall, on the relevant Utilisation Date, make its participation in each
Advance available through its Facility Office.


 


(b)                                     The amount of each Lender’s participation in each Advance will be
equal to the proportion borne by its Available Commitment to the Available
Facility immediately prior to making the Advance.


 


(c)                                      The Facility Agent shall notify each Lender of the amount, currency
and the Base Currency Amount of each Advance at the Specified Time.


 


6.                                 OPTIONAL
CURRENCIES


 


6.1                           Selection of currency


A Borrower (or
the Company on behalf of a Borrower) shall select the currency of an Advance in
a Utilisation Request.


 


6.2                           Unavailability of a currency


If before the
Specified Time on any Quotation Day:


 


(a)                                      the Facility Agent has received notice from a Lender that it is
impracticable for that Lender to fund its participation in the relevant Advance
in the proposed Optional Currency during its Interest Period in the ordinary
course of business in the European Interbank Market; or


 


(b)                                     a Lender notifies the Facility Agent that compliance with its
obligation to participate in an Advance in the proposed Optional Currency
(other than dollars) would contravene a law or regulation applicable to it,


 


the Facility
Agent will give notice to the relevant Borrower to that effect by the Specified
Time on that day.  In this event, any
Lender that gives notice pursuant to this Clause 6.2 will be required to
participate in the Advance in the Base Currency (in an amount equal to that
Lender’s proportion of the Base Currency Amount or, in respect of a Rollover
Advance, an amount equal to that Lender’s proportion of the Base Currency
Amount of the maturing Advance that is due to be repaid) and its participation
will be treated as a separate Advance denominated in the Base Currency during
that Interest Period.


 


6.3                           Participation in an Advance


Each Lender’s
participation in an Advance will be determined in accordance with paragraph (b)
of Clause 5.4 (Lenders’ participation).


 


6.4                           Notification


The Facility
Agent shall notify the Lenders and the Company of Optional Currency amounts
(and the applicable Agent’s Spot Rate of Exchange) promptly after they are
ascertained.


 


19

















 


SECTION 4


REPAYMENT, PREPAYMENT AND CANCELLATION


 


7.                                 REPAYMENT


 


7.1                           Repayment of Advances


Each Borrower
which has drawn an Advance shall repay that Advance on the last day of its
Interest Period.


 


7.2                           Extension of Termination Date


(a)                        (i)                                               If the Company’s Credit Rating is BBB or higher than BBB with
S&P and Baa2 or higher than Baa2 with Moody’s in each case, with a stable
outlook (the “Minimum Rating”), the Company may, by written notice to the
Facility Agent, require each Lender to extend the Termination Date for an
additional period of 12 months, such notice to be delivered to the Facility
Agent no later than fifteen days before the original Termination Date.


 


(ii)                                        Following a notice given by the Company pursuant to sub-paragraph
(i) above, provided that the Company’s Credit Rating is the Minimum Rating or
higher than the Minimum Rating on the original Termination Date, the
Termination Date shall be extended with effect from the original Termination
Date to the date falling 12 months thereafter for all purposes hereof.


 


(b)                       (i)                                               If the Company’s Credit Rating is lower than the Minimum Rating, or
if the Company’s Credit Rating is BBB with S&P or Baa2 with Moody’s, in
either case with a negative outlook, the Company may, by written notice to the
Facility Agent, request each Lender at its sole discretion to extend the Termination
Date for an additional period of 12 months, such notice to be delivered to the
Facility Agent no earlier than five months before the original Termination
Date.


 


(ii)                                      Upon receiving such notice from the Company, requesting the
extension of the Termination Date for a period of 12 months, the Facility Agent
will promptly notify the Lenders.


 


(iii)                                   Each Lender shall notify the Facility Agent by no later than 30 days
after receipt of notification from the Facility Agent pursuant to sub-paragraph
(b)(ii) above whether or not it is willing to extend the Termination Date in
respect of its Commitment, failing which such Lender shall be deemed to have
notified the Facility Agent that it is not so willing.


 


(iv)                                  If, following any notice given by the Company pursuant to
sub-paragraph (b)(i) above, all the Lenders shall notify the Facility Agent
pursuant to sub-paragraph (iii) above that they are willing to extend the
Termination Date for 12 months, the Termination Date shall be so extended with
effect from the original Termination Date for all purposes hereof.


 


(v)                                     If following any notice by the Facility Agent pursuant to
sub-paragraph (b)(i) above some only, but not all of the Lenders, are willing
to extend the Termination Date pursuant to sub-paragraph (iii) above, then:


 


20

















 


(A)                 the
Termination Date in respect of the Commitments of the Lenders which are willing
as aforesaid to extend the Termination Date (the “Extending Lenders”) shall be
extended with effect from the original Termination Date to the date falling 12
months thereafter for all purposes hereof (but so that a Borrower may request
that the Extending Lenders make an Advance on or before the original
Termination Date, the proposed Interest Period of which ends after the original
Termination Date); and


 


(B)                   the Termination Date in respect of the Commitments of each Lender
which has notified the Facility Agent pursuant to sub-paragraph (iii) above
that it is not willing to extend the Termination Date, or which is deemed
pursuant thereto to have so notified the Facility Agent (the “Non-Extending
Lenders”), shall not be extended.


 


(vi)                                  Nothing in this paragraph (b) shall oblige any Lender to agree an
extension to the Termination Date.


 


(vii)                               The Available Commitment of each Non-Extending Lender shall, subject
to sub-paragraph (viii) below, be cancelled and reduced to zero on the original
Termination Date, and any Advances together with any other sums owed to any
such Non-Extending Lenders under this Agreement shall be repaid in full on or
prior to such date.


 


(viii)                            The Company may by notice to a Non-Extending Lender (through the
Facility Agent) require that Non-Extending Lender to transfer its Commitment at
par to another bank or financial institution willing to accept such transfer,
such transfer to take effect in accordance with the terms of Clauses 24.4 (Limitation
of Responsibility of Existing Lenders) and 24.5 (Procedure
for Transfer) on the Termination Date relating to that Non-Extending
Lender and to be on terms that the bank or financial institution in question
agrees to the extension of the Termination Date by 12 months.


 


8.                                 PREPAYMENT
AND CANCELLATION


 


8.1                           Illegality


If it becomes
unlawful in any jurisdiction for a Lender to perform any of its obligations as
contemplated by this Agreement or to fund its participation in any Advance:


 


(a)                                      that Lender shall promptly notify the Facility Agent upon becoming
aware of that event;


 


(b)                                     upon the Facility Agent notifying the Company, the Commitment of
that Lender will be immediately cancelled; and


 


(c)                                      each Borrower shall, to the extent required and within the
applicable grace period permitted by law or if no such period is allowed,
immediately, repay that Lender’s participation in the Advances made to that
Borrower on the last day of the Interest Period for each Advance occurring
after the Facility Agent has notified the Company or, if earlier, the date
specified by the Lender in the notice delivered to the Facility Agent.


 


21

















 


8.2                           Mandatory Prepayment on Change
of Control


(a)                                      If at any time any single person or group of persons acting in
concert (other than, directly or indirectly, the State of The Netherlands)
acquires control of the Company or acquires more than 50 per cent. of the
equity share capital of the Company, then the Company will promptly upon
becoming aware thereof notify the Facility Agent who shall inform the Lenders
thereof.  For this purpose, “control”
means the power to appoint or dismiss the management and the supervisory board
of the relevant entity, whether through the ownership of voting capital, the
provisions of the constitutional documents of the entity or otherwise, and “acting in
concert” means, a group of persons who, pursuant to an agreement or
understanding (whether formal or informal), actively co-operate, through the
acquisition by any of them, either directly or indirectly, of shares in the
Company, to obtain or consolidate control of the Company.


 


(b)                                     The Facility Agent will, if instructed to do so by the Majority
Lenders, by notice to the Company given no earlier than 30 days and no later
than 60 days after the notification under paragraph (a) above:


 


(i)                        call for prepayment of all Advances on such date as it may specify
in such notice (being no earlier than five Business Days after the date of such
notice) whereupon all the Advances will become due and payable on such date
together with Break Costs (as notified to the Company by the Facility Agent);
and


 


(ii)                     declare that the Total Commitments shall be cancelled, whereupon the
Total Commitments shall be cancelled and the Commitment of each Lender shall be
cancelled and reduced to zero.


 


8.3                           Voluntary cancellation


The Company
may, if it gives the Facility Agent not less than 5 days’ (or such shorter
period as the Majority Lenders may agree) prior notice, cancel the whole or any
part (being a minimum amount of euro 50,000,000) of the Available
Facility.  Any cancellation in part
under this Clause 8.3 will be applied against the Commitment of each Lender pro
rata.


 


8.4                           Voluntary Prepayment


The Borrower
to which an Advance has been made may, if it gives the Facility Agent not less
than 5 days’ (or such shorter period as the Majority Lenders may agree) prior
notice, prepay the whole or any part of an Advance (but if in part, being an
amount that reduces the Base Currency Amount of the Advance by a minimum amount
of euro 50,000,000).  Any
prepayment in part under this Clause 8.4 will be applied against the Commitment
of each Lender pro rata.


 


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


(a)                                      If:


 


(i)                        any sum payable to any Lender by an Obligor is required to be
increased under Clause 13 (Tax Gross-up); or


 


22

















 


(ii)                     any Lender claims indemnification from the Company under Clause 14.1
(Increased
costs),


 


the Company
may, whilst the circumstance giving rise to the requirement or indemnification
continues, give the Facility Agent notice of cancellation of the Commitment of
that Lender and its intention to procure the repayment of that Lender’s
participation in the Advances.


 


(b)                                     On receipt of a notice referred to in paragraph (a) above, the
Commitment of that Lender shall immediately be reduced to zero.


 


(c)                                      On the last day of each Interest Period in respect of an Advance
which ends after the Company has given notice under paragraph (a) above (or, if
earlier, the date specified by the Company in that notice), each Borrower to
which an Advance is outstanding shall repay that Lender’s participation in that
Advance.


 


8.6                           Restrictions


 


(a)                                      Any notice of cancellation or prepayment given by any Party under
this Clause 8 shall be irrevocable and, unless a contrary indication appears in
this Agreement, shall specify the date or dates upon which the relevant
cancellation or prepayment is to be made and the amount of that cancellation or
prepayment.


 


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


 


(c)                                      Unless a contrary indication appears in this Agreement, any part of
a Facility which is prepaid may be reborrowed in accordance with the terms of
this Agreement.


 


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


 


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


 


(f)                                        If the Facility Agent receives a notice under this Clause 8 it shall
promptly notify either the Company or the affected Lender, as appropriate.


 


23

















 


SECTION 5


COSTS OF UTILISATION


 


9.                                 INTEREST


 


9.1                           Calculation of interest


The rate of
interest on each Advance for each Interest Period is the percentage rate per
annum which is the aggregate of the applicable:


 


(i)                                         Margin;


 


(ii)                                      LIBOR or, in relation to any Advance in euro, EURIBOR; and


 


(iii)                                   Mandatory Cost, if any.


 


9.2                           Payment of interest


The Borrower
to which an Advance has been made shall pay accrued interest on that Advance on
the last day of each Interest Period (and, if the Interest Period is longer
than six Months, on the dates falling at six monthly intervals after the first
day of the Interest Period).


 


9.3                           Default interest


(a)                                      If an Obligor fails to pay any amount payable by it under a Finance
Document on its due date, interest shall accrue on the overdue amount from the
due date up to the date of actual payment (both before and after judgment) at a
rate 1.00 per cent. higher than the rate which would have been payable if the
overdue amount had, during the period of non-payment, constituted an Advance in
the currency of the overdue amount for successive Interest Periods, each of a
duration selected by the Facility Agent (acting reasonably).  Any interest accruing under this Clause 9.3
shall be immediately payable by the Borrower on demand by the Facility Agent.


 


(b)                                     Default interest (if unpaid) arising on an overdue amount will be
compounded with the overdue amount at the end of each Interest Period
applicable to that overdue amount but will remain immediately due and payable.


 


9.4                           Notification of rates of
interest


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


 


10.                           INTEREST
PERIODS


 


10.1                     Selection of Interest Periods


(a)                                      A Borrower (or the Company on behalf of a Borrower) may select an
Interest Period for an Advance in the Utilisation Request for that Advance.


 


(b)                                     Subject to this Clause 10, a Borrower (or the Company) may select an
Interest Period of, in relation to any Advance, 1, 2, 3 or 6 Months or any
period longer than 6 Months agreed between the Company and the Facility Agent
(acting on the instructions of all the Lenders) or any period shorter than 6
Months agreed


 


24

















 


between the Company and the Facility Agent or ending
on the Termination Date.


 


(c)                                      An Interest Period for an Advance shall not extend beyond, as
applicable, the Termination Date relating to the Lenders participating in that
Advance.


 


(d)                                     Each Interest Period for an Advance shall start on the Utilisation
Date.


 


(e)                                      Each Advance has one Interest Period only.


 


10.2                     Non-Business Days


If an Interest
Period would otherwise end on a day which is not a Business Day, that Interest
Period will instead end on the next Business Day in that calendar month (if
there is one) or the preceding Business Day (if there is not).


 


11.                           CHANGES TO THE CALCULATION OF INTEREST


 


11.1                     Absence of quotations


Subject to
Clause 11.2 (Market disruption), if LIBOR or EURIBOR is to be determined
by reference to the Reference Banks but a Reference Bank does not supply a
quotation by the Specified Time on the Quotation Day, the applicable LIBOR or
EURIBOR shall be determined on the basis of the quotations of the remaining
Reference Banks.


 


11.2                     Market disruption


(a)                                      If a Market Disruption Event occurs in relation to an Advance for
any Interest Period, then the rate of interest on each Lender’s share of that
Advance for the Interest Period shall be the rate per annum which is the sum
of:


 


(i)                        the Margin;


 


(ii)                     the rate notified to the Facility Agent by that Lender as soon as
practicable and in any event before interest is due to be paid in respect of
that Interest Period, to be that which expresses as a percentage rate per annum
the cost to that Lender of funding its participation in that Advance from
whatever source it may reasonably select with a view to providing funding at
the lowest reasonably practicable rate; and


 


(iii)                  the Mandatory Cost, if any, applicable to that Lender’s
participation in the Advance.


 


(b)                                     In this Agreement “Market Disruption Event” means in relation
to an Advance:


 


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


 


(ii)                     the Facility Agent (after consultation with the Reference Banks)
shall have determined (which determination shall be conclusive and binding upon
all Parties) that by reason of circumstances affecting the Relevant


 


25

















 


Interbank Market generally, adequate and fair means do
not exist for ascertaining EURIBOR or, as the case may be, LIBOR applicable to
an Advance for the relevant Interest Period or EURIBOR or, as the case may be,
LIBOR does not adequately represent the cost of funding to the Lenders,


 


provided that the
Company and the Lenders (through the Facility Agent) may agree that, if not
already drawn, the Advances concerned shall not be borrowed (subject to the
provisions of paragraph (c) of Clause 15.2 (Other Indemnities).


 


11.3                     Alternative basis of interest or funding


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


 


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


 


11.4                     Break Costs


(a)                                      Each Borrower shall, within 5 Business Days of demand by a Finance
Party, pay to that Finance Party its Break Costs attributable to all or any
part of an Advance or Unpaid Sum being paid by that Borrower on a day other
than the last day of an Interest Period for that Advance or Unpaid Sum.


 


(b)                                     Any demand made by a Finance Party pursuant to paragraph (a) above
shall be accompanied by a certificate confirming the amount of its Break Costs
for the relevant Interest Period.


 


12.                           FEES


 


12.1                     Commitment fee


(a)                                      The Company shall pay to the Facility Agent (for the account of each
Lender) a fee in the Base Currency on that Lender’s Available Commitment for
the Availability Period, at the rate per annum for each day of each relevant period
referred to in paragraph (b) below which is equal to 40 per cent. of the Margin
applicable at such time (as computed in accordance with Schedule 4 (Margin)).  Any change in the Commitment Fee shall take
effect 5 days after the change in the Company’s Credit Rating.


 


(b)                                     The accrued commitment fee is payable on the last day of each
successive period of three Months commencing from the date of this Agreement
and on the last day of the Availability Period applicable to a Lender and on
the cancelled amount of the relevant Lender’s Commitment at the time the
cancellation is effective.


 


12.2                     Utilisation Fee


(a)                                      The Company shall pay to the Facility Agent (for the account of the
Lenders pro rata to their Commitments) a utilisation fee computed at the rate
of


 


26

















 


(i)                                     0.05 per cent. per annum on the Total Outstandings for each day that
the Total Outstandings are in an amount exceeding 33.33 per cent. but not
exceeding 66.67 per cent. of the Total Commitments; and


 


(ii)                                  0.10 per cent. per annum on the Total Outstandings for each day that
the Total Outstandings are in an amount exceeding 66.67 per cent. of the Total
Commitments.


 


(b)                                     The accrued utilisation fee is payable on the last day of each
successive period of three Months commencing from the date of this Agreement
and on the Termination Date.


 


12.3                     Arrangement Fee


The Company
shall pay to the Mandated Lead Arrangers fees in the amounts and at the times
agreed in a Fee Letter.


 


12.4                     Agency fee


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


 


12.5                     Extension Fee


(a)                                      The Borrower shall pay to the Facility Agent, for the account of
each Lender the availability of whose Commitment is extended pursuant to Clause
7.2 (Extension
of Termination Date), an extension fee equal to the Relevant
Percentage of the amount of that Lender’s Commitment the availability of which
is so extended.


 


(b)                                     For the purposes of paragraph (a) above, Relevant Percentage means,
if the Company’s Credit Rating on the original Termination Date:


 


(i)                        is BBB+ or higher than BBB+ with S&P and Baa1 or higher than
Baa1 with Moody’s (in each case with stable outlook), 0.05 per cent.


 


(ii)                     does not fall within sub-paragraph (i) above, but is not less than
the Minimum Rating (as defined in Clause 7.2 (Extension of Termination Date),
0.10 per cent.; or


 


(iii)                  does not fall within sub-paragraph (i) or (ii) above, such other
percentage amount as may be agreed by the Company and the Extending Lenders.


 


(c)                                      Extension fee is payable no later than 5 Business Days after the
original Termination Date.


 


27

















 


SECTION 6


ADDITIONAL PAYMENT OBLIGATIONS


 


13.                           TAX GROSS UP


 


13.1                     Gross-up


(a)                                      All payments by an Obligor under the Finance Documents shall be made
free and clear of and without deduction for or on account of any taxes, except
to the extent that the Obligor is required by law to make payment subject to
any tax, or amount in respect of tax (“applicable tax”).  If any applicable tax must be deducted from any amounts payable
or paid by an Obligor, or paid or payable by the Facility Agent to a Lender,
under the Finance Documents, then the relevant Obligor shall pay such
additional amounts as may be necessary to ensure that the relevant Lender
receives and retains free of any liability a net amount equal to the full
amount which it would have received had payment not been made subject to
applicable tax.


 


(b)                                     An Obligor is not obliged to pay any additional amount under
paragraph (a) above in respect of any deduction which


 


has occurred solely as a result of a change in
Facility Office or other transfer by the Lender concerned and arises on the
date of such change or transfer.


 


(c)                                      The Lender shall, at the written request of an Obligor, co-operate
with the Obligor and use its best efforts to complete any declaration, claim,
exemption or other form (or provide other evidence of eligibility) necessary
for the Obligor to obtain authorisation to make payments without a tax
deduction.


 


13.2                     Tax receipts


All taxes
required by law to be deducted or withheld by an Obligor from any amounts paid
or payable under the Finance Documents shall be paid in full by the relevant
Obligor when due and the Obligor shall, within 15 days of the payment being
made, deliver to the Facility Agent for the relevant Lender evidence
satisfactory to that Lender (including copies of all relevant tax receipts)
that the payment has been duly remitted to the appropriate authority.


 


13.3                     Tax Credit


(a)                                      If an Obligor makes a payment pursuant to Clause 13.1 (Gross-up)
for the account of any Lender and such Lender has received or been granted a
credit against, or relief or remission or repayment of, any tax paid or payable
by it (a “Tax
Credit”) which is attributable to that payment or the corresponding
payment under the Finance Document such Lender shall, to the extent that it can
do so without prejudice to the retention of the amount of such credit, relief,
remission or repayment, pay to the Obligor such amount as the Lender shall have
reasonably determined to be attributable to such payments and which will leave
the Lender (after such payment) in no better or worse position than it would
have been if the Obligor had not been required to make any deduction or
withholding.


 


28

















 


(b)                                     Nothing in this Clause 13.3 shall interfere with the right of a
Lender to arrange its tax affairs in whatever manner it thinks fit and without
limiting the foregoing no Lender shall be under any obligation to claim a Tax
Credit or to claim a Tax Credit in priority to any other claims, relief, credit
or deduction available to it.  No Lender
shall be obliged to disclose any information relating to its tax affairs or any
computations in respect thereof.


 


13.4                     Stamp taxes


The relevant
Obligor shall pay and, promptly on demand, indemnify each Finance Party against
any cost, loss or liability that Finance Party incurs in relation to all stamp
duty, registration and other similar Taxes payable in respect of any Finance
Document.


 


13.5                     Value added tax


(a)                                      All consideration payable under a Finance Document by an Obligor to
a Finance Party shall be deemed to be exclusive of any VAT.  If VAT is chargeable, the relevant Obligor
shall pay to the Finance Party (in addition to and at the same time as paying
the consideration) an amount equal to the amount of the VAT.


 


(b)                                     Where a Finance Document requires an Obligor to reimburse a Finance
Party for any costs or expenses, that Obligor shall also at the same time pay
and indemnify that Finance Party against all VAT incurred by that Finance Party
in respect of the costs or expenses save to the extent that that Finance Party
is entitled to repayment or credit in respect of the VAT.


 


14.                           INCREASED
COSTS


 


14.1                     Increased costs


(a)                                      Subject to Clause 14.3 (Exceptions) the relevant Obligor shall,
immediately on demand by the Facility Agent, pay for the account of a Finance
Party the amount of any Increased Costs incurred by that Finance Party as a
result of (i) the introduction of or any change in (or in the interpretation or
application of) any law or regulation or (ii) compliance with any law or
regulation made after the date of this Agreement.


 


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


 


(i)                        a reduction in the rate of return from the Facilities or on a
Finance Party’s (or any of its Holding Companies’) overall capital;


 


(ii)                     an additional or increased cost (including any loss, liability or
cost for or on account of Tax); or


 


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


 


which is
incurred or suffered by a Finance Party or any of its Holding Companies to the
extent that it is attributable to that Finance Party having entered into its
Commitment or funding or performing its obligations under any Finance Document.


 


29

















 


14.2                     Increased cost claims


(a)                                      A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased
costs) shall notify the Facility Agent of the event giving rise to
the claim, following which the Facility Agent shall promptly notify the
relevant Obligor.


 


(b)                                     Each Finance Party shall, together with any demand made pursuant to
paragraph (a) above, provide a certificate confirming the amount of its
Increased Costs with full supporting details (which certificate shall
constitute prima facie non-binding evidence of the matters to which it
relates).


 


14.3                     Exceptions


Clause 14.1 (Increased
costs) does not apply to the extent any Increased Cost is:


 


(a)                                      attributable to any Tax or amounts in respect of Tax which must be
deducted from any amounts payable or paid by an Obligor or paid or payable by
the Facility Agent to a Lender under the Finance Documents or compensated for
by the operation of Clause 13.1 (Gross-up);


 


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


 


(c)                                      attributable to the breach by the relevant Finance Party or its
Holding Companies of any law or regulation; or


 


(d)                                     attributable to any Tax on the overall net income, profits or gains
of a division or branch of the Lender or any of its Holding Companies imposed
in the jurisdiction in which its principal office or Facility Office is for the
time being situate.


 


15.                           OTHER
INDEMNITIES


 


15.1                     Currency indemnity


(a)                                      If any sum due from an Obligor under the Finance Documents (a “Sum”),
or any order, judgment or award given or made in relation to a Sum, has to be
converted from the currency (the “First Currency”) in which that Sum is
payable into another currency (the “Second Currency”) for the purpose of:


 


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


 


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


 


that Obligor
shall as an independent obligation, within 5 Business Days of demand, indemnify
each Finance Party to whom that Sum is due against any cost, loss or liability
arising out of or as a result of the conversion including any discrepancy
between (A) the rate of exchange used to convert that Sum from the First
Currency into the Second Currency and (B) the rate or rates of exchange
available to that person at the time of its receipt of that Sum.


 


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


 


30

















 


15.2                     Other indemnities


The Company
shall (or shall procure that an Obligor will), indemnify each Finance Party
within 5 Business Days of demand against any cost, loss or liability incurred
by that Finance Party as a result of:


 


(a)                                      the occurrence of any Event of Default;


 


(b)                                     a failure by an Obligor to pay any amount due under a Finance
Document on its due date, including without limitation, any cost, loss or
liability arising as a result of Clause 28 (Sharing among the Lenders);


 


(c)                                      funding, or making arrangements to fund, its participation in an
Advance requested by the relevant Borrower in a Utilisation Request but not
made by reason of the operation of any one or more of the provisions of this
Agreement (other than by reason of default or negligence by a Finance Party or
any employee or agent of, or other person instructed by, such Finance Party);


 


(d)                                     an Advance (or part of an Advance) not being prepaid in accordance
with a notice of prepayment given by a Borrower or the Company; or


 


(e)                                      any representation, warranty or statement given by a Dutch Borrower
in Clause 19.13(b) (Professional Market Party Representations)
being incorrect when made or deemed to be made, provided that this Subclause
15.2(e) shall not apply to any Lender or New Lender which makes a
misrepresentation under Clause 19.13(a) (Professional Market Party Representations).


 


15.3                     Indemnity to the Facility Agent


The Company
shall within 5 Business Days of demand indemnify the Facility Agent against any
cost, loss or liability incurred by the Facility Agent (acting reasonably) as a
result of:


 


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


 


(b)                                     entering into or performing any foreign exchange contract for the
purposes of Clause 6 (Optional Currencies); or


 


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


 


16.                           MITIGATION
BY THE LENDERS


 


16.1                     Mitigation


(a)                                      Each Finance Party shall, in consultation with the Company, take all
reasonable steps to mitigate any circumstances which arise and which would
result in any amount becoming payable under, or cancelled pursuant to, any of
Clause 8.1 (Illegality),
Clause 13 (Tax
gross-up) or Clause 14 (Increased costs) including (but not
limited to) transferring its rights and obligations under the Finance Documents
to another Affiliate or Facility Office and, in such circumstances a Lender
will, at the request of the Company but subject to the Company indemnifying it
for the costs of so doing, transfer its rights and obligations under the
Finance Documents to another Affiliate or Facility Office.


 


31

















 


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


 


16.2                     Limitation of liability


(a)                                      The Borrower shall indemnify each Finance Party for all costs and expenses
reasonably incurred by that Finance Party as a result of steps taken by it
under Clause 16.1 (Mitigation).


 


(b)                                     A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation)
if, in the bona fide written opinion of that Finance Party, to do so would or
would be likely to have a material adverse effect upon its business, operation
or financial condition or would involve it in any unlawful activity or any
activity that is contrary to any request, guidance or directive of any competent
authority (whether or not having the force of law) or (unless indemnified to
its satisfaction) would involve it in any significant expense or Tax
disadvantage.


 


17.                           COSTS AND
EXPENSES


 


17.1                     Transaction expenses


The Company
shall within 5 Business Days of demand pay to the Facility Agent and the
Mandated Lead Arrangers the amount of all out-of-pocket costs and expenses
(including legal fees) reasonably incurred by any of them in connection with
the negotiation, preparation, printing and execution of:


 


(a)                                      this Agreement and any other documents referred to in this
Agreement; and


 


(b)                                     any other Finance Documents executed after the date of this
Agreement.


 


17.2                     Amendment costs


If (a) an
Obligor requests an amendment, waiver or consent or (b) an amendment is required
pursuant to Clause 29.9 (Change of currency), or (c) any other
matter, not of an ordinary administrative nature, arises out of or in
connection with a Finance Document which, in the reasonable opinion of the
Facility Agent, is attributable to an Obligor, the Company shall, within 5
Business Days of demand, reimburse the Facility Agent for the amount of all
out-of-pocket costs and expenses (including legal fees) reasonably incurred by
the Facility Agent and, if applicable, the Mandated Lead Arrangers in
responding to, evaluating, negotiating or complying with that request,
requirement or other matter.


 


17.3                     Enforcement costs


The Company
shall within 5 Business Days of demand, pay to each Finance Party the amount of
all costs and expenses (including legal fees) properly incurred by that Finance
Party in connection with the enforcement of, or the preservation of any rights
under, any Finance Document or in investigating any possible Default of which
an Obligor or the Majority Lenders have given notice.


 


32

















 


SECTION 7


GUARANTEE 


 


18.                           GUARANTEE
AND INDEMNITY


 


18.1                     Guarantee and indemnity


Each Guarantor
irrevocably and unconditionally jointly and severally:


 


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


 


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


 


(c)                                      indemnifies each Finance Party immediately on demand against any
cost, loss or liability suffered by that Finance Party if any obligation
guaranteed by it is or becomes unenforceable, invalid or illegal.  The amount of the cost, loss or liability
shall be equal to the amount which that Finance Party would otherwise have been
entitled to recover.


 


18.2                     Continuing guarantee


This guarantee
is a continuing guarantee and will extend to the ultimate balance of sums
payable by any Obligor under the Finance Documents, regardless of any
intermediate payment or discharge in whole or in part.


 


18.3                     Reinstatement


If any payment
by an Obligor or any discharge given by a Finance Party (whether in respect of
the obligations of any Obligor or any security for those obligations or
otherwise) is avoided or reduced as a result of (or must be restored on)
insolvency or any similar event:


 


(a)                                      the liability of each Obligor shall continue as if the payment,
discharge, avoidance or reduction had not occurred (but only to the extent that
such payment, security or other disposition is avoided or required to be
restored); and


 


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


 


18.4                     Waiver of defences


The
obligations of each  Guarantor under
this Clause 18 will not be affected by an act, omission, matter or thing which,
but for this Clause, would reduce, release or prejudice any of its obligations
under this Clause 18 or prejudice or diminish those obligations in whole or in
part (without limitation and whether or not known to it or any Finance Party)
including:


 


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


 


33

















 


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


 


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


 


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


 


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


 


(f)                                        any unenforceability, illegality or invalidity of any obligation of
any person under any Finance Document or any other document or security to the
intent that each Guarantor’s obligations under this Clause 18 shall remain in
full force and its guarantee be construed accordingly, as if there were no
unenforceability, illegality or invalidity; or


 


(g)                                     any insolvency or similar proceedings.


 


18.5                     Immediate recourse


Each Guarantor
waives any right it may have of first requiring any Finance Party (or any
trustee or agent on its behalf) to proceed against or enforce any other rights
or security or claim payment from any person before claiming from that
Guarantor under this Clause 18.  This
waiver applies irrespective of any law or any provision of a Finance Document
to the contrary.


 


18.6                     Appropriations


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


 


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


 


(b)                                     hold in an interest-bearing suspense account any moneys received
from any Guarantor or on account of any Guarantor’s liability under this Clause
18.


 


18.7                     Deferral of Guarantors’ rights


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


 


(a)                                      to be indemnified by an Obligor;


 


34

















 


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


 


(c)                                      to take the benefit (in whole or in part and whether by way of
subrogation or otherwise) of any rights of the Finance Parties under the
Finance Documents or of any other guarantee or security taken pursuant to, or
in connection with, the Finance Documents by any Finance Party.


 


18.8                     Additional security


 


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


 


35

















 


SECTION 8


REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT


 


19.                           REPRESENTATIONS
AND WARRANTIES


 


19.1                     Representations and warranties


Each Obligor
makes the representations and warranties set out in Clauses 19.2 (Status)
to 19.10 (Information)
to each Finance Party.


 


19.2                     Status


(a)                                      It is, in the case of the Company, a public limited liability
company (naamloze
vennootschap), duly incorporated and validly existing under the laws
of The Netherlands;


 


(b)                                     it is, in the case of any Obligor other than the Company, a limited
liability company, duly incorporated and validly existing under the laws of the
jurisdiction of its incorporation; and


 


(c)                                      it has the power to own its assets and carry on its business as it
is being conducted.


 


19.3                     Powers and authority


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


 


19.4                     Legal validity


Each Finance
Document to which it is or will be a party constitutes, or when executed in
accordance with its terms will constitute, its legal, valid and binding
obligation enforceable in accordance with its terms.


 


19.5                     Non-conflict


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


 


(a)                                      any law or regulation or judicial or official order of The
Netherlands or the jurisdiction of its incorporation or any other relevant
jurisdiction; or


 


(b)                                     the constitutional documents of any Obligor; or


 


(c)                                      any document which is binding upon any Group Company or any asset of
any member of the Group Company,


 


(in the case
of paragraph (c) only) to an extent or in a manner which is reasonably likely
to have a Material Adverse Effect.


 


19.6                     No default


(a)                                      No Default is outstanding or is reasonably likely to result from the
making of any Advance; and


 


(b)                                     no other event is outstanding which constitutes (or, with the giving
of notice, lapse of time, determination of materiality or the fulfilment of any
other


 


36

















 


applicable condition or any combination of the
foregoing, is reasonably likely to constitute) a default under any document
which is binding on any Group Company or any asset of any Group Company to an
extent or in a manner which is reasonably likely to have a Material Adverse
Effect.


 


19.7                     Authorisations


All
Authorisations required in connection with the entry into, performance, validity
and enforceability of, and the transactions contemplated by, the Finance
Documents have been obtained or effected (as appropriate) and are in full force
and effect.


 


19.8                     Financial Statements


(a)                                      The audited consolidated financial statements of the Group most
recently delivered to the Facility Agent (which, at the date of this Agreement,
are the Original Group Financial Statements):


 


(i)                        have (subject to Clause 20.3 (Basis of Preparation of Financial Statements)
been prepared in accordance with GAAP and using accounting practices and
financial reference periods consistent with those applied in the preparation of
the Original Group Financial Statements; and


 


(ii)                     fairly represent the consolidated financial condition of the Group
as at the date to which they were drawn up.


 


(b)                                     There has been no material adverse change in the consolidated
financial condition of the Group since the date to which the Original Group
Financial Statements were drawn up which would be reasonably likely to have a
Material Adverse Effect.


 


(c)                                      The audited financial statements of each Obligor most recently
delivered to the Facility Agent:


 


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


 


(ii)                     fairly represent its financial condition as at the date to which
they were drawn up.


 


19.9                     Litigation


No litigation,
arbitration or administrative proceedings in relation to any Group Company are
current or, to its knowledge, pending or threatened, which would, in the
opinion of the members of the board of management (raad van bestuur) of the
Company, have a Material Adverse Effect.


 


19.10               Information


To the best of its knowledge and belief, the factual
written information (other than that obtained from public sources) in relation
to this Agreement and the Facility provided by the Company was correct in all
material respects as at its date and did not omit to state a material fact
necessary to make such factual information not misleading in any material
respect and all projections supplied by any member of the Group were made in
good


 


37

















 


faith and based on opinions and assumptions considered
to be reasonable at the time of supply.


 


19.11               Times for making representations and
warranties


The
representations and warranties set out in this Clause 19:


 


(a)                                      other than in the case of Clauses 19.6 (No default), 19.8(b) (Financial
Statements), 19.10 (Information) and 19.13 (Professional
Market Party Representations):


 


(i)                        in the case of the Company, are made by the Company on the date of
this Agreement and on the date each Accession Letter is executed; and


 


(ii)                     in the case of an Additional Obligor, will be deemed to be made by
that Additional Obligor on the date it executes an Accession Letter;


 


(b)                                     are, other than in the case of Clauses 19.6 (No Default), 19.8(b) (Financial
Statements), 19.10 (Information) and 19.13 (Professional
Market Party Representations), deemed to be repeated by each Borrower
on:


 


(i)                        the date of each Utilisation Request; and


 


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


 


(c)                                      in the case of Clauses 19.6 (No default), 19.8(b) (Financial Statements), and
19.10 (Information),
are made by the Company on the date of this Agreement;


 


(d)                                     in the case of Clause 19.13 (Professional Market Party Representations)
are made by the parties specified in that clause at the times specified in that
clause;


 


(e)                                      are made by the Company (in respect of Clause 19.8(a) (Financial
Statements)) and each Obligor (in respect of Clause 19.8(c) (Financial
Statements)) on the date upon which the financial statements
referred to therein are delivered pursuant to Clause 20.1 (Financial Information),


 


in each case
with reference to the facts and circumstances then existing.


 


19.12               Acknowledgement of the Parties


It is
acknowledged by each Party that, as at the date of this Agreement, the Fixed
Line Business is provided by the Fixed Telephony Services Business Unit (Business Unit Vaste Telefonie) and Carrier Services Business Unit (Business Unit Carrier Services) of KPN Telecom.


 


19.13               Professional Market Party Representations


(a)                                       (i)                                       Each Lender which is a party to this Agreement on the date hereof
represents and warrants to each Party on the date hereof that it is a PMP; and


 


(ii)                                    if
on the date on which a New Lender becomes a Lender, it is a requirement of
Dutch law that such New Lender is a PMP, such New Lender represents and
warrants to each Party on the date on which it becomes a party to this Agreement
as a Lender that it is a PMP;


 


38

















 


and each such Lender or New Lender acknowledges that
each of the Finance Parties and each Dutch Borrower relies upon such
representations and warranties.


 


(b)                                     Each Dutch Borrower:


 


(i)                                     represents and warrants to the Finance Parties on the date of this
Agreement that it has independently verified the status of each person which is
a Lender on the date hereof and that each such Lender is a PMP; and


 


(ii)                                  if on the date on which a New Lender becomes a Lender under a
Finance Document, it is a requirement of Dutch law that such New Lender is a
PMP, represents and warrants to the Finance Parties on the date on which each
such New Lender becomes a party to a Finance Document as a Lender that it has
independently verified the status of such New Lender, that each such Lender is
a PMP on such date.


 


20.                           INFORMATION
UNDERTAKINGS


 


The
undertakings in this Clause 20 remain in force from the date of this Agreement
for so long as any amount is outstanding under the Finance Documents or any
Commitment is in force.


 


20.1                     Financial Information


The Company
shall supply to the Facility Agent in sufficient copies for all the Lenders:


 


(a)                                      as soon as the same are available (and in any event within 120 days
of the end of each of its financial years):


 


(i)                        the audited consolidated financial statements of the Group for that
financial year; and


 


(ii)                     the audited financial statements of each Obligor for that financial
year;


 


(b)


 


(i)                        as soon as the same are available (and in any event within 90 days
of the end of the first half year of each financial year) its consolidated
interim report and accounts for that financial period and its interim report
and accounts for that financial period; and


 


(ii)                     to the extent that the Company prepares them, as soon as the same
are available (and in any event within 90 days of the end of each of the first
three financial quarters of each of its financial years) its consolidated
interim report and accounts for that financial quarter and its interim report
and accounts for that financial quarter; and


 


(c)                                      together with the consolidated financial statements specified in
paragraphs (a) and (b) above, a certificate signed by one of its Executive
Officers on its behalf certifying that no Default is outstanding or, if a
Default is outstanding, specifying the Default and the steps, if any, being
taken to remedy it.


 


39

















 


20.2                     Compliance Certificates


 


(a)                                      The Company shall supply a Compliance Certificate to the Facility
Agent with each set of its audited consolidated annual financial statements and
each set of its quarterly consolidated interim report and accounts.


 


(b)                                     The Compliance Certificate shall:


 


(i)                        set out (in reasonable detail) computations as to compliance with
Clause 22.2 (Financial Covenants) as at the date as at which those
financial statements were drawn up;


 


(ii)                     confirm which Subsidiaries are Principal Subsidiaries;


 


(iii)                  the amount of the Total Assets of the Group; and


 


(iv)                 confirm
no Default has occurred and is continuing or, if a Default has occurred, what
Default has occurred and the steps being taken to remedy that Default.


 


(c)                                      Each Compliance Certificate shall be signed by one Executive Officer
and one senior officer of the Company and, if delivered with the consolidated
annual financial statements of the Company, be accompanied by a confirmation
from the Company’s auditors that numbers have been properly extracted and
calculations properly made.


 


20.3                     Basis of Preparation of Financial
Statements


(a)                                      The Company shall procure that:


 


(1)                     each set of its financial statements and those of the Group are
prepared using GAAP (in the case of annual financial statements) or in a manner
consistent with GAAP (in the case of other financial statements, reports and
accounts), accounting principles and practices and financial reference periods
consistent with those applied in the preparation of  the Original Group Financial Statements; and


 


(2)                     each set of financial statements of any other Obligor are prepared
in accordance with accounting principles and practices generally accepted in
the jurisdiction of its incorporation consistently applied,


 


unless, in relation to any set of such financial
statements, the Company notifies the Facility Agent that there has been a
change to International Accounting Standards, in GAAP, or in the relevant
accounting principles or practices or reference periods, and its auditors (or,
if appropriate, the auditors of the relevant Obligor) deliver to the Facility
Agent:


 


(i)                        a description of any change necessary for those financial statements
to reflect GAAP, accounting principles or practices and reference periods upon
which the Original Group Financial Statements were prepared; and


 


(ii)                    sufficient information, in form and substance as may be reasonably
required by the Facility Agent, to enable the Lenders to determine whether


 


40

















 


Clause 22.2 (Financial Covenants) has been complied
with and to make an accurate comparison between the financial position
indicated in those financial statements and the Original Group Financial
Statements.


 


(b)                                     If the Company notifies the Facility Agent of a change in accordance
with paragraph (a) above then the Company and Facility Agent (acting on the
Majority Lenders’ instructions) shall, at the request of the Facility Agent,
enter into negotiations in good faith with a view to agreeing:


 


(i)                        whether or not the change will result in any material alteration in
the commercial effect of any of the terms of this Agreement; and


 


(ii)                     if so, any amendments to this Agreement which may be necessary to
ensure that the change does not result in any material alteration in the
commercial effect of those terms,


 


and if any amendments are agreed they shall take
effect and be binding on each of the Parties in accordance with their terms.


 


(c)                                      If no agreement is reached within 30 days of the Facility Agent’s
request under paragraph (b) above, then the Company shall continue to prepare
financial statements and make the calculations required for the purposes of
testing the financial covenants contained in Clause 22.2 (Financial Covenants) as if
no such change had occurred.


 


20.4                     Information - Miscellaneous


The Company
shall supply to the Facility Agent:


 


(a)                                      all documents (excluding documents despatched only to another member
of the Group) despatched by the Company to its shareholders (or any class of
them) or all its bank lenders generally, holders of its debt securities
generally, its trade creditors generally or its creditors generally at the same
time as they are despatched;


 


(b)                                     promptly upon becoming aware of them, details of any litigation,
arbitration or administrative proceedings which are current, threatened or
pending, and which would, if adversely determined, have a Material Adverse
Effect; and


 


(c)                                      promptly, such further information in the possession or control of
any Group Company regarding its financial condition as any Finance Party
through the Facility Agent may reasonably request and which is material in the
context of this Agreement,


 


in sufficient
copies for all of the Lenders, if the Facility Agent so requests.


 


21.                           GENERAL
UNDERTAKINGS


 


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


 


41

















 


21.1                     Notification of Default


The Company
shall notify the Facility Agent of any Default (and the steps, if any, being
taken to remedy it) promptly upon becoming aware of it.


 


21.2                     Authorisations


Each Obligor
shall promptly:


 


(a)                                      obtain, maintain and comply with the terms of; and


 


(b)                                     if requested, supply certified copies to the Facility Agent of,


 


any
Authorisation required under any law or regulation to enable it to perform its
obligations under, or for the validity or enforceability of, any Finance
Document.


 


21.3                     Pari passu ranking


Each Obligor
shall procure that its obligations under the Finance Documents do and will rank
at least pari passu with all its other present and future unsecured,
unsubordinated obligations, except for obligations which from time to time are
mandatorily preferred by law applying to companies generally.


 


21.4                     Negative pledge


(a)                                      Each Obligor shall not, and the Company shall procure that no Group
Company will, create or permit to subsist any Security over all or any of its
assets in respect of Borrowings.


 


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


 


(i)                        any Security created or subsisting with the prior written consent of
the Majority Lenders;


 


(ii)                     any lien or rights of set-off arising by operation of law or in the
ordinary course of business;


 


(iii)                  any Security over any assets of a Group Company existing at the time
that company becomes a Group Company provided that:


 


(A)                the
company is not a Group Company at the date of this Agreement;


 


(B)                  the Security is not created in contemplation of that company
becoming a Group Company;


 


(C)                  the Security remains confined to the asset(s) it covered at the date
the company became a Group Company; and


 


(D)                 to
the extent that the amount secured has been increased, such Security shall not
fall within this sub-paragraph (iii);


 


(iv)                 any
Security arising pursuant to a Cash-backed Borrowing;


 


(v)                    any Security referred to in paragraph (a)(ii) of the definition of
“Project Borrowing” in Clause 1.1 (Definitions) or any Security over the
assets of a Project Borrower created by such Project Borrower, provided that
this


 


42

















 


paragraph (v) shall not permit any Security to be
created by or subsist over all or any of the assets of the Company;


 


(vi)                 any
netting or set-off arrangement entered into by any Group Company in the
ordinary course of its banking arrangements for the purpose of netting debit
and credit balances;


 


(vii)              any
netting or set-off arrangement entered into by any Group Company in connection
with any Borrowing specified in paragraph (e) of the definition thereof, in
connection with the netting of transactions across a single master agreement
(or any equivalent) and the close-out or termination of any transaction
thereunder, but excluding for the avoidance of doubt the granting of any
collateral or credit or cash support in relation thereto;


 


(viii)           any
Security over or affecting any asset acquired by a Group Company after the date
of this Agreement provided that:


 


(A)                the
Security was not created in contemplation of the acquisition of that asset by a
Group Company; and


 


(B)                  to the extent that the principal amount secured since the
acquisition of that asset by a Group Company has been increased, such Security
shall not fall within this sub-paragraph (vii);


 


(ix)                   any title transfer, conditional sale or retention of title
arrangement entered into by any Group Company in the ordinary course of
business;


 


(x)                      any Security created by SNT Group NV or any of its Subsidiaries;


 


(xi)                   any Security (a “substitute Security”) which replaces any
other Security permitted under sub-paragraphs (i) to (viii) (inclusive) above
(an “existing
Security”) to the extent that the Security secures an amount not
exceeding the principal amount secured by such existing Security at the time it
is replaced provided that (1) the existing Security to be replaced is
released and all amounts secured thereby are paid or otherwise discharged in
full at or prior to the time of such substitute Security being created or
arising and (2) such substitute Security does not extend to cover assets not
previously subject to that existing Security; or


 


(xii)                any
other Security created or outstanding, but only if the aggregate principal
amount of Borrowings secured by all Security created or outstanding under this
exception on or over any assets of any member of the Group, when taken together
with the aggregate principal amount of unsecured Borrowings pursuant to
Clause 21.7(l) below (Subsidiary Borrowings) does not at any
time exceed euro 2,600,000,000.


 


(c)                                      The Company shall supply to the Facility Agent, within 5 Business
Days of a request by the Facility Agent, a certificate signed by an Executive
Officer certifying:


 


43

















 


(i)                        the amount of the aggregate Borrowings secured by all Security
falling within Paragraph (b)(xii) above; and


 


(ii)                     the amount of the aggregate Borrowings falling within Paragraph (l)
of Clause 21.7 (Subsidiary Borrowings),


 


as at the date
of the Facility Agent’s request.


 


21.5                     Disposals


(a)                                      No Obligor shall, and the Company shall procure that no other Group
Company shall, either in a single transaction or in a series of transactions,
whether related or not and whether voluntarily or involuntarily, sell,
transfer, grant or lease or otherwise dispose of any of its assets.


 


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


 


(i)                        a disposal on arm’s length terms and for fair market value;


 


(ii)                     a disposal of obsolete or waste assets;


 


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


 


(iv)                 a
disposal made in the ordinary course of business of the disposing entity;


 


(v)                    any disposal or series of related disposals by Group Companies
realising net disposal proceeds of euro 50,000,000 or less or its
equivalent in any other currency (provided that the aggregate net disposal
proceeds of all disposals permitted under this paragraph (b)(v) shall not
exceed euro 250,000,000);


 


(vi)                 payments
of dividends, unless such payment constitutes an Event of Default under Clause
23.15 (Dividends
and other distributions);


 


(vii)              any
disposal between two or more Group Companies (excluding disposals to SNT Group
N.V. which are not made on arm’s length terms and for fair market value); or


 


(viii)           disposals
with the prior written consent of the Majority Lenders.


 


21.6                     Merger


The Company
shall not enter into any statutory merger (juridische fusie) without the prior
written consent of the Majority Lenders.


 


21.7                     Subsidiary Borrowings


No Group
Company (other than the Company), will incur or have outstanding any Borrowings
other than:


 


(a)                                      any Borrowings, provided that the Total Commitments are
cancelled in an amount (net of taxes, fees, costs and expenses) equal to the
principal amount of such Borrowings promptly upon their incurrence and Advances
thereupon are


 


44

















 


prepaid to the extent that the Total Outstandings
would otherwise exceed the Total Commitments as reduced thereby);


 


(b)                                     Borrowings which constitute a Project Borrowing;


 


(c)                                      Borrowings created with the prior written consent of the Majority
Lenders;


 


(d)                                     Borrowings owed by an Additional Guarantor;


 


(e)                                      Borrowings under this Agreement;


 


(f)                                        Borrowings owed to another Group Company;


 


(g)                                     Borrowings of any Subsidiary of the Company which operates only as a
finance company for the Group to the extent that the proceeds of such
Borrowings are on-lent to a Guarantor;


 


(h)                                     Cash-backed Borrowings;


 


(i)                                         Borrowings under cash pooling arrangements in the Group’s ordinary
banking arrangements, to the extent matched by cash balances held by members of
the Group which are treated as available for netting against those Borrowings;


 


(j)                                         for a period of 12 months after the date on which a Subsidiary
becomes a Group Company, Borrowings of that Subsidiary to the extent that such
Borrowings are outstanding at the time that Subsidiary becomes a Group Company
and were not created in contemplation of that Subsidiary becoming a Group
Company;


 


(k)                                      Borrowings owed by SNT Group NV (or any of its Subsidiaries); or


 


(l)                                         any other Borrowings, provided that the aggregate principal
amount of any such Borrowings which are unsecured, when taken together with the
aggregate outstanding principal amount of Borrowings secured by Security
created by Obligors pursuant to Clause 21.4(b) (xii) (Negative Pledge), does
not exceed euro 2,600,000,000 (or its equivalent in other currencies) at
any time.


 


21.8                     Change of business


The Company
shall procure that no substantial change is made to the general nature of the
business of the Group taken as a whole from that carried on at the date of this
Agreement.


 


21.9                     Ownership of each Additional Borrower


The Company
will procure that (for as long as it is a Borrower) each Additional Borrower
remains its Subsidiary.


 


21.10               Notification of Credit Ratings


The Company
shall:


 


(a)                                      upon any change to its Credit Rating, promptly notify the Facility
Agent of the revised Credit Rating; and


 


45

















 


(b)                                     promptly notify the Facility Agent if at any time the Company does
not, for whatever reason, have a Credit Rating.


 


21.11               KPN Telecom


The Company shall procure that:


 


(a)                                      KPN Telecom will remain a 100 per cent. wholly owned direct
subsidiary of the Company and any other Group Company that owns any part of the
Fixed Line Business will remain a 100 per cent. wholly owned direct or indirect
subsidiary of the Company; and


 


(b)                                     the Fixed Line Business is, at all times, owned by members of the
KPN Telecom Group.


 


22.                           FINANCIAL
COVENANTS


 


22.1                     Financial Definitions


(a)                                      In this Agreement:


 


“Cash”
means:


 


(i)                        cash in hand, demand deposits, short term deposits for periods up to
180 days and similar money market instruments;


 


(ii)                     securities issued or guaranteed by the United States government or
the government of any member of the European Union;


 


(iii)                  (1)     marketable securities rated at
least A1 by Moody’s or A by S&P (taken at their market value as at the time
for calculation); and


 


(2)     commercial
paper rated at least A1 by S&P or P1 by Moody’s;


 


the face
amounts of certificates of deposit issued by a bank or other regulated
financial institution; and


 


(iv)                 any
other instrument, security or investment approved in writing by the Majority
Lenders,


 


in each case,
to the extent denominated in any freely convertible and transferable currencies
and beneficially owned by a Group Company.


 


“EBITDA”
for any period means the results of the Group for that period:


 


(i)                        before taking into account all extraordinary items (whether positive
or negative) and before taking into account all exceptional items (whether
positive or negative);


 


(ii)                     before deducting tax in any relevant jurisdiction;


 


(iii)                  before deducting amortisation of any goodwill and any costs incurred
in relation to acquisitions (including licences acquired) (to the extent that
these are expensed);


 


46

















 


(iv)                 before
taking into account Interest accrued during that period, whether or not paid,
deferred or capitalised (before taking into account financing costs) during
that period;


 


(v)                    before taking into account amortisation of financing costs during
that period;


 


(vi)                 after
deducting any gain, and adding back any loss, relative to book value arising on
the sale, lease or other disposal of any asset during that period and after
deducting any gain, and adding back any loss, arising on revaluation of any asset
during that period, in each case to the extent that it would otherwise be taken
into account;


 


(vii)              before
taking into account any provision against liabilities to be incurred in a
future period to the extent that the same would otherwise be taken into
account;


 


(viii)           before
deducting depreciation; and


 


(ix)                   after taking into account any dividends or capital distributions
received from any associate interests or joint venture interests of a Group
Company,


 


and, for the
purposes of this definition, “extraordinary items” mean material items
possessing a high degree of abnormality which arise from events or transactions
that fall outside the ordinary activities of the reporting entity and which are
not expected to recur, and “exceptional items” mean material items which derive
from events or transactions that fall within the ordinary activities of the
reporting entity and which individually or, if of a similar type, in aggregate,
need to be disclosed by virtue of their size and incidence if the financial statements
are to fairly represent the consolidated financial condition of the Group.


 


“Financial
Test Date” means each of 30 June and 31 December.


 


“Interest”
means interest and amounts in the nature of interest (including interest
payable under or in respect of any subordinated debt and dividends payable in
respect of any preference shares), commission, fees, discounts and similar
payments and interest elements of leasing and hire purchase payments.


 


“Net Interest
Expense” for any period means the Interest that has accrued during
that period as an obligation of any Group Company (whether or not paid or
capitalised during or deferred for payment after such period), but adjusted to
take account of:


 


(i)                        any amount receivable or payable during that period by any Group
Company (after deducting all taxes applicable to that Interest receivable)
under interest rate or currency hedging agreements or instruments; and


 


47

















 


(ii)                     any amount constituting Interest receivable during that period by
any Group Company (after deducting all taxes applicable thereto) in respect of
any investment, deposit or loan,


 


and excluding
any fees or premia arising in connection with a buy back or tender offer for
debt issuances of the Group.


 


“Relevant
Period” means (notwithstanding that such period commenced prior to
the date hereof) each period of twelve months ending on a Financial Test Date.


 


“Total
Consolidated Net Borrowings” on any date means the aggregate
principal amount for each Group Company (on a consolidated basis and without
double counting) of Borrowings (excluding any amount falling within paragraph
(e) of the definition thereof), less the aggregate (on a consolidated basis and
without double counting):


 


(a)                     Cash; and


 


(b)                    Cash-backed Borrowings (to the extent that these constitute
Borrowings and the cash balances in relation thereto do not qualify as Cash),


 


(c)                     of Group Companies on that date.


 


(b)                                     Subject to the provisions of paragraph (b)(iii) of Clause 20.3
(Basis of
Preparation of Financial Statements), all the terms defined in
paragraph (a) above will be determined in accordance with the accounting
principles applied in the Original Group Financial Statements and will be and
are to be computed from the applicable consolidated financial statements or
consolidated interim report and accounts of the Group delivered pursuant to
Clause 20.1 (Financial Information). 
For the purposes of this Clause 22 no item shall be deducted or
credited more than once in any calculation.


 


22.2                     Financial Covenants


(a)                                      Each Obligor will procure that:


 


(i)                        the ratio of EBITDA for the Group to Net Interest Expense, in each
case for each Relevant Period ending on a Financial Test Date set out below is
equal to or in excess of the ratio set opposite such date: 


 


	
  Financial Test Date

  	
   

  	
  Ratio

  	
   

  
	
  30 June 2003

  	
   

  	
  3.5:1

  	
   

  
	
  31 December 2003

  	
   

  	
  3.5:1

  	
   

  
	
  30 June 2004 and any Financial Test Date falling
  thereafter.

  	
   

  	
  4:1

  	
   

  



 


(ii)                     the ratio of Total Consolidated Net Borrowings on each of the
Financial Test Dates to EBITDA for the Group for


 


48

















 


the Relevant Period ending on the relevant Financial
Test Date shall not exceed the ratio set opposite such date:


 


	
  Financial Test Date

  	
   

  	
  Ratio

  	
   

  
	
  30 June 2003

  	
   

  	
  3.5:1

  	
   

  
	
  31 December 2003

  	
   

  	
  3.5:1

  	
   

  
	
  30 June 2004 and any Financial Test Date falling
  thereafter.

  	
   

  	
  3.0:1

  	
   

  



 


(b)                                     The financial covenants referred to in paragraphs (a)(i) and (ii)
above shall be tested on each Financial Test Date during the Availability
Period, in each case for the immediately preceding twelve month period.


 


23.                           EVENTS OF
DEFAULT


 


23.1                     Events of Default


Each of the
events set out in Clauses 23.2 (Non-payment) to 23.15 (Dividends
and other distributions) (inclusive) is an Event of Default.


 


23.2                     Non-payment


An Obligor
does not pay on the due date any amount payable by it under the Finance
Documents at the place at and in the currency in which it is expressed to be
payable and (if caused by technical or administrative error) the default is not
remedied within 3 Business Days of notice to the Company by the Facility Agent
advising that the payment has not been made.


 


23.3                     Breach of Financial Covenants


An Obligor
does not comply with any provision of Clause 22.2 (Financial Covenants).


 


23.4                     Breach of other obligations


An Obligor
does not comply with any provision of the Finance Documents (other than those
referred to in Clause 23.2 (Non-Payment) and Clause 23.3 (Breach of
Financial Covenants)) and such failure (if capable of remedy before
the expiry of such period) continues unremedied for a period of 30 days from
the date on which the Facility Agent gives notice to the Company requiring the
same to be remedied.


 


23.5                     Misrepresentation


A
representation, warranty or statement made or repeated by an Obligor in or in
connection with any Finance Document or in any document delivered by or on
behalf of an Obligor under or in connection with any Finance Document (other
than any representation and warranty made pursuant to Clause 19.13(b) (Professional
Market Party Representations) but without prejudice to the other
rights of the Finance Parties under this Agreement or under applicable law and
without prejudice to any other Event of Default which may occur by reason of
any representation and warranty set out in Clause 19.13(b) (Professional
Market Party Representations) being incorrect in any material
respect when made or deemed to be made or repeated otherwise by reason of a
Lender not being a PMP) is incorrect in any material respect when made or
deemed to be made or repeated.


 


49

















 


23.6                     Cross-default


(a)                                      Any Borrowings of any Obligor or Principal Subsidiary are not paid
when due or within any applicable grace period provided in the documentation
therefor; or


 


(b)                                     any Borrowings of any Obligor or Principal Subsidiary become (i)
prematurely due and payable or (ii) capable of being declared prematurely due
and payable, in each case as a result of an event of default (howsoever
described) under the document relating to those Borrowings; or


 


(c)                                      any commitment for any Borrowings of any Obligor or Principal
Subsidiary is cancelled as a result of an event of default (howsoever
described) under the document relating to those Borrowings; or


 


(d)                                     any Security securing Borrowings over any asset of any Obligor or
Principal Subsidiary becomes enforceable and the holder thereof shall commence
proceedings or appoint a receiver, manager or similar officer to take steps to
enforce the same,


 


except that
this Clause 23.6 shall not apply to Borrowings of the Obligors and the
Principal Subsidiaries the principal or settlement amounts of which are in
aggregate euro 25,000,000 or less.


 


23.7                     Insolvency


(a)                                      Any Obligor or Principal Subsidiary is, or is deemed for the
purposes of any law to be, unable to pay its debts or admits inability to pay
its debts as they fall due;


 


(b)                                     Any Obligor or Principal Subsidiary suspends making payments on all
or any class of its debts or announces an intention to do so, or a moratorium
is declared in respect of any of its indebtedness; or


 


(c)                                      Any Obligor or Principal Subsidiary by reason of financial
difficulties, begins negotiations with one or more of its creditors with a view
to the readjustment or rescheduling of any of its indebtedness.


 


23.8                     Compositions etc


Any Obligor or
Principal Subsidiary enters into any composition, scheme of arrangement,
compromise or arrangement involving such Obligor or Principal Subsidiary and
their respective creditors generally (other than for the purposes of
reconstruction or amalgamation upon terms and within such period as may
previously have been approved in writing by the Majority Lenders).


 


23.9                     Insolvency proceedings


(a)                                      Any Obligor or Principal Subsidiary is adjudicated bankrupt (failliet)
or insolvent or obtains a suspension of payments (surseance van betaling) or
consents to the filing of a bankruptcy proceeding against it or files a
petition seeking reorganisation under any bankruptcy or other similar law or a
receiver, administrator (bewindvoerder), liquidator (curator),
trustee or assignee in bankruptcy or insolvency of it or of all or a material
part of its assets is appointed; or


 


50

















 


(b)                                     bankruptcy or insolvency proceedings are instituted against any
Obligor or Principal Subsidiary which are not dismissed or stayed within 30
days of being instituted; or


 


(c)                                      an order is made by any competent court, an effective resolution is
passed, any Obligor or Principal Subsidiary applies, or any other person makes
an uncontested application, for the dissolution, winding-up or liquidation of
any Obligor or Principal Subsidiary (including “ontbinding” and “vereffening”)
except for the purposes of an amalgamation, merger or consolidation of any
Obligor or Principal Subsidiary with any other legal entity upon terms and
within such period as may previously have been approved in writing by the
Majority Lenders.


 


23.10               Creditors’ process


Any
attachment, sequestration, distress or execution affects the whole or a
substantial part of the assets of any Obligor or Principal Subsidiary and is
not discharged within 28 days.


 


23.11               Analogous proceedings


There occurs,
in relation to any Obligor or Principal Subsidiary incorporated outside The
Netherlands, any event anywhere which, in the opinion of the Majority Banks,
appears to correspond with any of those mentioned in Clauses 23.7 (Insolvency)
to 23.10 (Creditors’
process) (inclusive).


 


23.12               Unlawfulness


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


 


23.13               Repudiation


Any Obligor
repudiates a Finance Document.


 


23.14               Material adverse change


Any event or
series of events (including, without limitation, any relating to an Obligor or
any Principal Subsidiary) occurs which is likely to have a Material Adverse
Effect.


 


23.15               Dividends and other distributions


(a)                                      The Company pays, makes or declares any cash dividend or other cash
distribution in respect of any of its financial years except for:


 


(i)                                     dividends of up to euro 25,000,000 in aggregate in any financial
year of the Company pursuant to Article 35 of the articles of association of
the Company as at the date of this Agreement in respect of the special share of
forty eight Eurocent (euro 0.48) held by the State of The Netherlands and any B
preference shares of twenty four Eurocent (euro 0.24) that may be issued after
the date of this Agreement to the Foundation for the Protection of KPN (Stichting
Bescherming KPN); or


 


(ii)                     any dividend payable on preference shares.


 


51

















 


(b)                                     Paragraph (a) does not apply at any time when the Company has a
Credit Rating of at least BBB with S&P and Baa2 with Moody’s (in each case
with stable outlook).


 


23.16               Acceleration


On and at any
time after the occurrence of an Event of Default which is continuing the
Facility Agent may, and shall if so directed by the Majority Lenders, by notice
to the Company:


 


(a)                                      cancel the Total Commitments whereupon they shall immediately be
cancelled;


 


(b)                                     declare that all or part of the Advances, together with accrued
interest, and all other amounts accrued under the Finance Documents be
immediately due and payable, whereupon they shall become immediately due and
payable;


 


(c)                                      declare that all or part of the Advances be payable on demand,
whereupon they shall immediately become payable on demand by the Facility Agent
on the instructions of the Majority Lenders; and/or


 


(d)                                     declare all or part of an Advance payable on the expiry of a term
specified by the Agent (on the instructions of the Majority Lenders) converted
into the Base Currency (with no right to redenominate) at the Agent’s Spot Rate
of Exchange on the date of such declaration.


 


52

















 


SECTION 9


CHANGES TO PARTIES


 


24.                           CHANGES
TO THE LENDERS


 


24.1                     Assignments and transfers by the Lenders


(a)                                      Subject to this Clause 24, a Lender (the “Existing Lender”) may:


 


(i)                        assign all or part of its rights; or


 


(ii)                     transfer by novation all or part of its rights and obligations,


 


to any bank or
financial institution (the “New Lender”).


 


(b)                                     In case of a proposed assignment and/or transfer by an Existing
Lender it shall, through the Facility Agent, notify the Dutch Borrower of the
identity of any proposed New Lender at least 10 Business Days prior to the
proposed Transfer Date in relation to such assignment and/or transfer.


 


24.2                     Conditions of assignment or transfer


(a)                                      An assignment will only be effective on receipt by the Facility
Agent and the Company of written confirmation from the New Lender (in form and
substance satisfactory to the Facility Agent) that the New Lender will assume
the same obligations to the other Finance Parties and the Obligors as it would
have been under if it was an Original Lender.


 


(b)                                     A transfer will only be effective if it is carried out in accordance
with the procedure set out in Clause 24.5 (Procedure for transfer).


 


(c)                                      If:


(i)                        a Lender assigns or transfers any of its rights or obligations under
the Finance Documents or changes its Facility Office; and


 


(ii)                     as a result of circumstances existing at the date the assignment,
transfer or change occurs, an Obligor would be obliged to make a payment to the
New Lender or Lender acting through its new Facility Office under Clause 13 (Tax gross-up)
or Clause 14 (Increased costs),


 


then the New Lender
or Lender acting through its new Facility Office is only entitled to receive
payment under those Clauses to the same extent as the Existing Lender or Lender
acting through its previous Facility Office would have been if the assignment,
transfer or change had not occurred.


 


(d)                                     For so long as it is a requirement of Dutch law that each Lender is
a PMP:


 


(i)                                     any proposed New Lender shall provide the Dutch Borrowers, through
the Facility Agent, with information in respect of itself with a view to
enabling the Dutch Borrowers to verify its PMP status at least 10 Business Days
prior to the proposed Transfer Date in relation to any assignment or transfer
pursuant to which it would become a New Lender hereunder;


 


53

















 


(ii)                                  unless the New Lender is a Verifiable PMP, the prior written consent
of the Company is required for such assignment or transfer; and


 


(iii)                               if the New Lender is not a Verifiable PMP the Company’s consent must
not be unreasonably delayed or withheld. The Company will be deemed to have
given its consent 10 Business Days after the Existing Lender has requested it
unless (A) such consent is expressly refused by the Company within that time on
the basis that the New Lender is not a PMP, or (B) the Company has in good
faith indicated that it is unable to determine whether the proposed New Lender
qualifies as a PMP.


 


24.3                     Assignment or transfer fee


The New Lender
shall, on the date upon which an assignment or transfer takes effect, pay to
the Facility Agent (for its own account) a fee of euro 2,000.


 


24.4                     Limitation of responsibility of Existing
Lenders


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


 


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


 


(ii)                     the financial condition of any Obligor;


 


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


 


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


 


and any
representations or warranties implied by law are excluded.


 


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


 


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


 


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


 


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


 


(i)                        accept a re-transfer from a New Lender of any of the rights and
obligations assigned or transferred under this Clause 24; or


 


54

















 


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


 


24.5                     Procedure for transfer


(a)                                      Subject to the conditions set out in Clause 24.2 (Conditions
of assignment or transfer) a transfer is effected in accordance with
paragraph (b) below when the Facility Agent executes an otherwise duly
completed Transfer Certificate delivered to it by the Existing Lender and the
New Lender.  The Facility Agent shall,
as soon as reasonably practicable after receipt by it of a duly completed
Transfer Certificate appearing on its face to comply with the terms of this
Agreement and delivered in accordance with the terms of this Agreement, execute
that Transfer Certificate.


 


(b)                                     On the Transfer Date:


 


(i)                        to the extent that in the Transfer Certificate the Existing Lender
seeks to transfer by novation its rights and obligations under the Finance
Documents each of the Obligors and the Existing Lender shall be released from
further obligations towards one another under the Finance Documents and their
respective rights against one another shall be cancelled (being the “Discharged
Rights and Obligations”);


 


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


 


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


 


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


 


24.6                     Confidentiality


Each Finance Party
hereby severally undertakes to each Obligor that it will keep confidential and
that it will not make use of for any purposes (otherwise than for the purposes
of the Finance Documents), any of the Finance Documents or other documents
relating to this Agreement and all of the information acquired by such Finance
Party under or in connection with any Finance Document, other than any such
document or information which has become generally available to the public
otherwise than by disclosure by any Finance Party, provided that each Finance
Party shall be entitled to make disclosure of the same:


 


55

















 


(a)                                      to its auditors, accountants, legal counsel and tax advisers, to any
other professional advisers appointed to act in connection with the Finance
Documents or to its Affiliates provided that such information is disclosed
only to such person if and to the extent necessary for his activities and each
such person will be informed of the confidential nature of the information and
the provisions of this Agreement;


 


(b)                                     (whether or not the relevant assignment, transfer, substitution,
sub-participation or other arrangement is made) to any proposed assignee,
transferee or substitute of, or proposed party to any proposed sub-participation
(or party to any actual sub-participation) or other arrangement with, any
Lender permitted pursuant to this Agreement, provided that before any such
disclosure (except with respect to the disclosure of this Clause 24.6 (Confidentiality),  such assignee, transferee, substitute or
other party expressly undertakes to the Facility Agent and the Company in
writing to be bound by this Clause 24.6 (Confidentiality) irrespective of whether
such assignment, transfer, substitution or other arrangement shall proceed;


 


(c)                                      to any other third party where the Company has previously agreed in
writing that disclosure may be made to that third party;


 


(d)                                     to any banking or other regulatory or examining authorities (whether
governmental or otherwise) where such disclosure is formally requested by them
and with whose requests that Finance Party has to comply (or with whose
requests banks in the relevant jurisdiction are accustomed to complying);


 


(e)                                      pursuant to subpoena or other legal process, or in connection with
any action, suit or proceeding relating to any of the Finance Documents;


 


(f)                                        pursuant to any law or regulation having the force of law; and


 


(g)                                     to any Group Company.


 


25.                           CHANGES
TO THE OBLIGORS


 


25.1                     Assignments and transfer by Obligors


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


 


25.2                     Additional Borrowers


(a)                                      The Company may request that any of its Subsidiaries becomes an
Additional Borrower.  That Subsidiary
shall become an Additional Borrower if:


 


(i)                        it is incorporated in The Netherlands or, in the case of a
Subsidiary incorporated outside of The Netherlands, all the Lenders approve the
addition of that Subsidiary;


 


(ii)                     the Company delivers to the Facility Agent a duly completed and
executed Accession Letter;


 


56

















 


(iii)                  the Company confirms that no Default is continuing or would occur as
a result of that Subsidiary becoming an Additional Borrower; and


 


(iv)                 the
Facility Agent has received all of the documents and other evidence listed in
Part II of Schedule 2 (Conditions Precedent) in relation to that
Additional Borrower, each in form and substance satisfactory to the Facility
Agent.


 


(b)                                     The Facility Agent shall notify the Company and the Lenders promptly
upon being satisfied that it has received (in form and substance satisfactory
to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions
Precedent).


 


25.3                     Resignation of a Borrower


The Company
may request that a Borrower (other than the Company) in respect of which no
Advance is outstanding hereunder (including any other amounts in relation
thereto) ceases to be a Borrower by entering into a supplemental agreement to
this Agreement in such form as the Facility Agent may reasonably require which
shall discharge that Borrower’s obligations hereunder.


 


25.4                     Additional Guarantors


(a)                                      The Company may request that any of its Subsidiaries becomes an
Additional Guarantor.  That Subsidiary
shall become an Additional Guarantor if:


 


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


 


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


 


(b)                                     The Facility Agent shall notify the Company and the Lenders promptly
upon being satisfied that it has received (in form and substance satisfactory
to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions
precedent)


 


25.5                     Repetition of Representations


Delivery of an
Accession Letter constitutes confirmation by the relevant Subsidiary that the
representations to be made by that Subsidiary in accordance with Clause 19.11 (Times for
making representations and warranties) are true and correct in
relation to it as at the date of delivery as if made by reference to the facts
and circumstances then existing.


 


57

















 


SECTION 10


THE FINANCE PARTIES


 


26.                           ROLE OF THE
FACILITY AGENT AND THE
MANDATED LEAD ARRANGERS


 


26.1                     Appointment of the Facility Agent


(a)                                      Each of the Mandated Lead Arrangers and the Lenders appoints the
Facility Agent to act as its agent under and in connection with the Finance
Documents.


 


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


 


26.2                     Duties of the Facility Agent


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


 


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


 


(c)                                      The Facility Agent shall promptly notify the Lenders of any Default
arising under Clause 23.2 (Non-payment).


 


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


 


26.3                     Role of the Mandated Lead Arrangers


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


 


26.4                     No fiduciary duties


(a)                                      Nothing in this Agreement constitutes the Facility Agent or a
Mandated Lead Arranger as a trustee or fiduciary of any other person.


 


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


 


26.5                     Business with the Group


The Facility
Agent and each Mandated Lead Arranger may accept deposits from, lend money to
and generally engage in any kind of banking or other business with any Group
Company.


 


58

















 


26.6                     Rights and discretions of the Facility
Agent


(a)                                      The Facility Agent may rely on:


 


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


 


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


 


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


 


(i)                        no Default has occurred (unless it has actual knowledge of a Default
arising under Clause 23.2 (Non-payment));


 


(ii)                     any right, power, authority or discretion vested in any Party or the
Majority Lenders has not been exercised; and


 


(iii)                  any notice or request made by the Company is made on behalf of and
with the consent and knowledge of all the Obligors.


 


(c)                                      The Facility Agent may engage, pay for and rely on the advice or
services of any lawyers, accountants, surveyors or other experts.


 


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


 


26.7                     Majority Lenders’ instructions


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


 


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


 


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


 


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


 


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


 


59

















 


26.8                     Responsibility for documentation


Neither the
Facility Agent nor any Mandated Lead Arranger:


 


(a)                                      is responsible for the adequacy, accuracy and/or completeness of any
information (whether oral or written) supplied by the Facility Agent, a
Mandated Lead Arranger, an Obligor or any other person given in or in
connection with any Finance Document or any information delivered to the
Facility Agent or any Mandated Lead Arranger; or


 


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


 


26.9                     Exclusion of liability


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


 


(b)                                     No Party may take any proceedings against any officer, employee or
agent of the Facility Agent in respect of any claim it might have against the
Facility Agent or in respect of any act or omission of any kind by that
officer, employee or agent in relation to any Finance Document and any officer,
employee or agent of the Facility Agent may rely on this Clause.


 


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


 


26.10               Lenders’ indemnity to the Facility Agent


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


 


26.11               Resignation of the Facility Agent


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


 


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


 


60

















 


(c)                                      If the Majority Lenders have not appointed a successor Facility
Agent in accordance with paragraph (b) above within 30 days after notice of
resignation was given, the resigning Facility Agent may appoint a successor
Facility Agent.


 


(d)                                     A successor Facility Agent may only be appointed with the approval
of the Company (such approval not to be unreasonably withheld or delayed).


 


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


 


(f)                                        Such Facility Agent’s resignation notice shall only take effect upon
the appointment of a successor.


 


(g)                                     Upon the appointment of a successor, the retiring Facility Agent
shall be discharged from any further obligation in respect of the Finance
Documents but shall remain entitled to the benefit of this Clause 26.  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.


 


(h)                                     After consultation with the Company, the Majority Lenders may, by
notice to a Facility Agent, require it to resign in accordance with paragraph
(b) above.  In this event, such Facility
Agent shall resign in accordance with paragraph (b) above.


 


26.12               Confidentiality


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


 


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


 


(c)                                      Notwithstanding any other provision of any Finance Document to the
contrary, neither the Facility Agent nor any Mandated Lead Arranger is obliged
to disclose to any other person (i) any confidential information or (ii) any
other information if the disclosure would or might in its reasonable opinion
constitute a breach of any law or a breach of a fiduciary duty.


 


26.13               Relationship with the Lenders


(a)                                      The Facility Agent may treat each Lender as a Lender, entitled to
payments under this Agreement and acting through its Facility Office unless it
has received not less than 5 Business Days prior notice from that Lender to the
contrary in accordance with the terms of this Agreement.


 


61

















 


(b)                                     Each Lender shall supply the Facility Agent with any information
required by the Facility Agent in order to calculate the Mandatory Cost in
accordance with Schedule 8 (Mandatory Cost Formulae).


 


26.14               Credit appraisal by the Lenders


Without
affecting the responsibility of any Obligor for information supplied by it or
on its behalf in connection with any Finance Document, each Lender confirms to
the Facility Agent and each Mandated Lead Arranger that it has been, and will
continue to be, solely responsible for making its own independent appraisal and
investigation of all risks arising under or in connection with any Finance
Document including but not limited to:


 


(a)                                      the financial condition, status and nature of each Group Company;


 


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


 


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


 


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


 


26.15               Reference Banks


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


 


27.                           CONDUCT OF
BUSINESS BY THE 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.


 


62

















 


28.                           SHARING
AMONG THE LENDERS


 


28.1                     Payments to Lenders


If a Lender (a
“Recovering
Lender”) receives or recovers any amount from a Borrower other than
in accordance with Clause 29 (Payment mechanics) and applies that amount
to a payment due under the Finance Documents then:


 


(a)                                      the Recovering Lender shall, within 3 Business Days, notify details
of the receipt or recovery, to the Facility Agent;


 


(b)                                     the Facility Agent shall determine whether the receipt or recovery
is in excess of the amount the Recovering Lender would have been paid had the
receipt or recovery been received or made by the Facility Agent and distributed
in accordance with Clause 29 (Payment mechanics), without taking account
of any Tax which would be imposed on the Facility Agent in relation to the
receipt, recovery or distribution; and


 


(c)                                      the Recovering Lender shall, within three Business Days of demand by
the Facility Agent, pay to the Facility Agent an amount (the “Sharing
Payment”) equal to such receipt or recovery less any amount which
the Facility Agent determines may be retained by the Recovering Lender as its
share of any payment to be made, in accordance with Clause 29.5 (Partial
payments).


 


28.2                     Redistribution of payments


The Facility
Agent shall treat the Sharing Payment as if it had been paid by a Borrower and
distribute it between the Finance Parties (other than the Recovering Lender) in
accordance with Clause 29.5 (Partial payments).


 


28.3                     Recovering Lender’s rights


(a)                                      On a distribution by the Facility Agent under Clause 28.2 (Redistribution
of payments), the Recovering Lender will be subrogated to the rights
of the Finance Parties which have shared in the redistribution.


 


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


 


28.4                     Reversal of redistribution


If any part of
the Sharing Payment received or recovered by a Recovering Lender becomes
repayable and is repaid by that Recovering Lender, then:


 


(a)                                      each Lender which has received a share of the relevant Sharing
Payment pursuant to Clause 28.2 (Redistribution of payments) shall, upon
request of the Facility Agent, pay to the Facility Agent for the account of
that Recovering Lender an amount equal to its share of the  Sharing Payment (together with an amount as
is necessary to reimburse that Recovering Lender for its proportion of any
interest on the Sharing Payment which that Recovering Lender is required to
pay); and


 


63

















 


(b)                                     that Recovering Lender’s rights of subrogation in respect of any
reimbursement shall be cancelled and the relevant Borrower will be liable to
the reimbursing Lender for the amount so reimbursed.


 


28.5                     Exceptions


(a)                                      This Clause 28 shall not apply to the extent that the Recovering
Lender would not, after making any payment pursuant to this Clause, have a
valid and enforceable claim against the relevant Obligor.


 


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


 


(i)                        it notified the other Lenders of the legal or arbitration
proceedings; and


 


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


 


64

















 


SECTION 11


ADMINISTRATION


 


29.                           PAYMENT
MECHANICS


 


29.1                     Payments to the Facility Agent


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


 


(b)                                     Payment shall be made to such account in the principal financial
centre of the country of that currency (or, in relation to euro, in a principal
financial centre in a Participating Member State or London) with such bank as
the Facility Agent specifies.


 


29.2                     Distributions by the Facility Agent


Each payment
received by the Facility Agent under the Finance Documents for another Party
shall, subject to Clause 29.3 (Distributions to an Obligor) and Clause
29.4 (Clawback)
be made available by the Facility Agent as soon as practicable after receipt to
the Party entitled to receive payment in accordance with this Agreement (in the
case of a Lender, for the account of its Facility Office), to such account as
that Party may notify to the Facility Agent by not less than 5 Business Days’
notice with a bank in the principal financial centre of the country of that
currency (or, in relation to euro, in the principal financial centre of a
Participating Member State or London).


 


29.3                     Distributions to an Obligor


The Facility
Agent may (with the consent of the relevant Obligor or in accordance with
Clause 30 (Set-off))
apply any amount received by it for that Obligor in or towards payment (on the
date and in the currency and funds of receipt) of any amount due from that
Obligor under the Finance Documents or in or towards purchase of any amount of
any currency to be so applied.


 


29.4                     Clawback


(a)                                      Where a sum is to be paid to the Facility Agent under the Finance
Documents for another Party, the Facility 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 absolute satisfaction that it has
actually received that sum.


 


(b)                                     If the Facility Agent pays an amount to another Party and it proves
to be the case that the Facility 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 Facility Agent shall on demand refund the same to the
Facility Agent together with interest on that amount from the date of payment
to the date of receipt by the Facility Agent, calculated by the Facility Agent
to reflect its cost of funds.


 


65

















 


29.5                     Partial payments


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


 


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


 


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


 


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


 


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


 


(b)                                     The Facility 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.


 


29.6                     No set-off by Obligor


All payments
to be made by an Obligor under the Finance Documents shall be calculated and be
made without (and free and clear of any deduction for) set-off or counterclaim.


 


29.7                     Business Days


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


 


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


 


29.8                     Currency of account


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


 


(b)                                     A repayment of an Advance or Unpaid Sum or a part of an Advance or
Unpaid Sum shall be made in the currency in which that Advance or Unpaid Sum is
denominated on its due date.


 


(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.


 


66

















 


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


 


(e)                                      Any amount expressed to be payable in a currency other than the Base
Currency shall be paid in that other currency.


 


29.9                     Change of currency


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


 


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


 


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


 


(b)                                     If a change in any currency of a country occurs, this Agreement
will, to the extent the Facility Agent (acting reasonably and after
consultation with the Company) specifies to be necessary, be amended to comply
with any generally accepted conventions and market practice in the European
Interbank Market and otherwise to reflect the change in currency.


 


30.                           SET-OFF


 


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


 


31.                           NOTICES


 


31.1                     Communications in writing


Any
communication to be made under or in connection with the Finance Documents
shall be made in writing and, unless otherwise stated, may be made by fax or
letter or to the extent that the relevant Party has specified such address
pursuant to Clause 31.2 (Addresses) by e-mail, and in the case of
the notification of rates of interest by the Facility Agent pursuant to Clause
9.4 (Notification
of Rates of Interest) and in the case of the delivery of any
document by the Facility Agent pursuant to paragraph (a) of Clause 26.2 (Duties of
the Facility Agent), the Facility Agent may refer the relevant Party
or Parties (by fax or letter (or if so specified) e-mail) to a web site and to
the location of the


 


67

















 


relevant
information on such web site in discharge or such notification or delivery
obligation.


 


31.2                     Addresses


(a)                                      The address and fax number, and (if so specified) e-mail address,
and, where appropriate, web site (and the department or officer, if any, for
whose attention the communication is to be made) of each Party for any
communication or document to be made or delivered under or in connection with
the Finance Documents is:


 


(i)                        in the case of the Company, that identified in Clause 31.2(b);


 


(ii)                     in the case of each Lender, that notified in writing to the Facility
Agent on or prior to the date on which it becomes a Party; and


 


(iii)                  in the case of the Facility Agent, that identified in Clause
31.2(b),


 


or any
substitute address, fax number, e-mail address, web site or department or
officer as the Party may notify to the Facility Agent (or the Facility Agent
may notify to the other Parties, if a change is made by the Facility Agent) by
not less than 5 Business Days’ prior written notice.


 


(b)                                     For the purposes of Clause 31.2(b)(a), the relevant details are as
follows:


 


(i)                        the Company:


 


	
  Koninklijke
  KPN N.V.

  	
   

  	
   

  
	
  Maanplein
  5

  	
   

  	
   

  
	
  2516
  CK ‘s-Gravenhage

  	
   

  	
   

  
	
  The
  Netherlands

  	
   

  	
   

  
	
  Attn:

  	
  C J
  Boogaerdt

  	
   

  	
   

  
	
  Tel:

  	
  +31
  70 446 0259

  	
   

  	
   

  
	
  Fax:

  	
  + 31
  70 446 4302

  	
   

  	
   

  



 


(ii)                     the Facility Agent:


 


ABN AMRO Bank
N.V.


 


For
Credit matters:


 


	
  Attn:

  	
   

  	
  Simon
  Beedleston, Agency Europe

  
	
  Tel:

  	
   

  	
  +44
  207 678 6661

  
	
  Fax:

  	
   

  	
  +44
  207 678 6021

  
	
  e-mail:

  	
   

  	
  simon.beedleston@uk.abnamro.com

  



 


For
Administrative matters:


 


	
  Attn:

  	
   

  	
  Amber
  Buchan, Agency Services

  
	
  Tel:

  	
   

  	
  +44
  207 678 6014

  
	
  Fax:

  	
   

  	
  +44
  207 678 6021

  
	
  e-mail:

  	
   

  	
  amber.buchan@uk.abnamro.com

  



 


68

















 


31.3                     Delivery


 


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


 


(i)                        if by way of fax or e-mail, when received in legible form; or


 


(ii)                     if by way of letter, when it has been left at the relevant address
or 5 Business Days after being deposited in the post postage prepaid in an
envelope addressed to it at that address; or


 


(iii)                  where reference in such communication is to a web site, when the
delivery of the letter, fax or, as the case may be e-mail referring the
addressee to such web site is effective;


 


and, if a
particular department or officer is specified as part of its address details provided
under Clause 31.2 (Addresses), if addressed to that
department or officer.


 


(b)                                     Any communication or document to be made or delivered to the
Facility Agent will be effective only when actually received by the Facility
Agent and then only if it is expressly marked for the attention of the
department or officer identified in Clause 31.2 (or any substitute department
or officer as the Facility Agent shall specify for this purpose).


 


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


 


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


 


(e)                                      Any document to be delivered pursuant to Clause 4.1 (Initial
conditions precedent) shall be delivered in the original form or in
the form of a certified copy of the original form and any Utilisation Request
shall be confirmed by letter, although failure to do so shall not invalidate
the original request.


 


31.4                     Notification of address and fax number


Promptly upon
receipt of notification of an address, fax number, e-mail or change of address,
e-mail or fax number pursuant to Clause 31.2 (Addresses) or changing its
own address or fax number, the Facility Agent shall notify the other Parties.


 


31.5                     English language


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


 


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


 


(i)                        in English; or


 


(ii)                     if not in English, and if so required by the Facility Agent,
accompanied by a certified English translation and, in this case, the English
translation will


 


69

















 


prevail unless the document is a constitutional,
statutory or other official document.


 


32.                           CALCULATIONS
AND CERTIFICATES


 


32.1                     Accounts


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


 


32.2                     Certificates and Determinations


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


 


32.3                     Day count convention


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


 


33.                           PARTIAL
INVALIDITY


 


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


 


34.                           REMEDIES
AND WAIVERS


 


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


 


35.                           AMENDMENTS
AND WAIVERS


 


35.1                     Required consents


(a)                                      Subject to Clause 35.2 (Exceptions) any term of the Finance
Documents may be amended or waived only with the consent of the Majority
Lenders and the Obligors and any such amendment or waiver will be binding on
all Parties.


 


(b)                                     The Facility Agent may effect (and is hereby so authorised by each
Finance Party), on behalf of any Finance Party, any amendment or waiver
permitted by this Clause.


 


35.2                     Exceptions


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


 


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


 


70

















 


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


 


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


 


(iv)                 an
increase in or extension in duration of a Commitment which does not arise from
the exercise of any right under Clause 7.2 (Extension of Termination Date);


 


(v)                    a change to the Borrowers or Guarantors other than in accordance
with Clause 25 (Changes to Obligors);


 


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


 


(vii)              Clause
2.2 (Lenders’
rights and obligations), Clause 7.2 (Extension of Termination Date),
Clause 18 (Guarantee
and Indemnity), Clause 24 (Changes to the Lenders), Clause 28 (Sharing
Among the Lenders) or this Clause 35,


 


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


 


(b)                                     An amendment or waiver which relates to the rights or obligations of
any Agent or Mandated Lead Arranger may not be effected without the consent of
the Facility Agent or Mandated Lead Arranger.


 


36.                           COUNTERPARTS


 


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


 


71

















 


SECTION 12


GOVERNING LAW AND ENFORCEMENT


 


37.                           GOVERNING LAW


 


This Agreement
is governed by English law.


 


38.                           ENFORCEMENT


 


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


 


(b)                                     Service
of Process


 


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


 


(i)                        irrevocably appoints Fleetside Legal Representative Services Limited
(whose registered office at the date of this Agreement is 9 Cheapside, London,
EC2V 6AD) as its agent for service of process in relation to any proceedings
before the English courts in connection with any Finance Document; and


 


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


 


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


 


72

















 


SCHEDULE 1


THE ORIGINAL LENDERS


 


	
  Name

  	
   

  	
  Commitment

  	
   

  
	
   

  	
   

  	
  (euro)

  	
   

  
	
  ABN AMRO Bank N.V.

  	
   

  	
  178,571,428.57

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  178,571,428.57

  	
   

  
	
  Citibank N.A., London Branch

  	
   

  	
  178,571,428.58

  	
   

  
	
  Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.

  	
   

  	
  178,571,428.57

  	
   

  
	
  Deutsche Bank Luxembourg S.A.

  	
   

  	
  178,571,428.57

  	
   

  
	
  ING Bank N.V.

  	
   

  	
  178,571,428.57

  	
   

  
	
  JPMorgan Chase Bank

  	
   

  	
  178,571,428.57

  	
   

  
	
  Credit Suisse First Boston

  	
   

  	
  100,000,000.00

  	
   

  
	
  HVB Banque Luxembourg Société Anonyme

  	
   

  	
  75,000,000.00

  	
   

  
	
  Scotiabank Europe plc

  	
   

  	
  75,000,000.00

  	
   

  
	
  Total

  	
   

  	
  euro

  	
  1,500,000,000

  	
   

  
					



 


73

















 


SCHEDULE 2

CONDITIONS PRECEDENT


 


Part 1

Conditions Precedent To Signing


 


1.                                 A copy of the Articles of Association of the Company.


 


2.                                 An excerpt of the registration of the Company in the Trade Register
of the applicable Chamber of Commerce in the Netherlands.


 


3.


 


(a)                                      A copy of a resolution of the board of management of the Company:


 


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


 


(ii)                     showing that the board of management considered the giving of the
guarantee in Clause 18 (Guarantee and indemnity) to be for the
commercial benefit of the Company;


 


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


 


(iv)                 authorising
a specified person or persons, on its behalf, to sign and/or despatch all other
documents and notices (including Utilisation Requests) to be signed and/or
despatched by it under or in connection with the Finance Documents;


 


(b)                                     a specimen of the signature of each person authorised by the
resolution referred to in paragraph (a) above or authorised by a sub
power of attorney (ondervolmacht) acceptable to the Facility
Agent; and


 


(c)                                      a certificate of the Company (signed by a director (statutair directeur) of the Company) certifying that each copy document specified in
Part 1 of this Schedule 2 is correct, complete and in full force and
effect as at a date no earlier than the date of this Agreement.


 


4.                                 A certificate of the Company (signed by a director (statutair directeur) of the Company) confirming that borrowing and guaranteeing all or
any part of the Total Commitments would not cause any borrowing, guaranteeing
or similar limit binding on any Obligor to be exceeded.


 


5.                                 Legal opinions of Clifford Chance, Dutch and English legal advisers
to the Mandated Lead Arrangers and the Facility Agent, addressed to the Finance
Parties.


 


6.                                 Evidence that the process agent referred to in Clause 38(b) (Service of
process) has accepted its appointment.


 


74

















 


7.                                 A copy of any other Authorisation or other document, opinion or
assurance which the Facility Agent considers to be necessary or desirable (if
it has notified the Company accordingly) in connection with the entry into and
performance of the transactions contemplated by any Finance Document or for the
validity and enforceability of any Finance Document.


 


8.                                 Evidence satisfactory to the Facility Agent that the Original
Facility Agreement has been prepaid and cancelled in full on or prior to the
date hereof.


 


9.                                 A copy of a
resolution by the supervisory board of the Company confirming the approval of
the entering into, execution and performance of this Agreement.


 


75

















 


Part 2

Conditions precedent required to be delivered by an Additional Obligor


 


1.                                 An Accession Letter, duly executed by the Additional Obligor and the
Company.


 


2.                                 A copy of the constitutional documents of the Additional Obligor
and, in the case of an Additional Obligor incorporated in The Netherlands, an
excerpt of the registration of the Additional Obligor in the Trade Register of
the applicable Chamber of Commerce in The Netherlands.


 


3.                                 If applicable in the relevant jurisdiction, a copy of a resolution
of the board of directors or, as the case may be, board of management of the
Additional Obligor (and of any other corporate bodies that need to authorise any
of the following):


 


(i)                                         approving the terms of, and the transactions contemplated by, the
Accession Letter and the Finance Documents and resolving that it execute the
Accession Letter;


 


(ii)                                      authorising a specified person or persons to execute the Accession
Letter on its behalf; and


 


(iii)                                   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, Utilisation Requests) to be signed and/or despatched by it
under or in connection with the Finance Documents.


 


4.                                 A certificate of a director of the Additional Obligor confirming
that the borrowing or guaranteeing, as appropriate, of the Total Commitments in
full would not cause any borrowing guaranteeing or similar limit binding on it
to be exceeded.


 


5.                                 A copy of any other authorisation or other document, opinion or
assurance which the Facility Agent (acting reasonably) considers to be
necessary in connection with the entry into and performance of, and the transactions
contemplated by, the Accession Letter or for the validity and enforceability of
any Finance Document.


 


6.                                 A specimen of the signature of each person authorised by the
resolution referred to in paragraph 3 above.


 


7.                                 If available, the latest audited accounts of the Additional Obligor.


 


8.                                 A certificate of an authorised signatory of the Additional Obligor
certifying that each copy document specified in Part 2 of this Schedule 2 is
correct, complete and in full force and effect as at a date no earlier than the
date of the Accession Letter.


 


9.                                 A legal opinion of English legal advisers to the Facility Agent,
addressed to the Finance Parties.


 


10.                           If the Additional Obligor is incorporated in a jurisdiction other
than England and Wales, a legal opinion of the legal advisers to the Mandated
Lead Arrangers and the Facility


 


76

















 


Agent in the jurisdiction in which the Additional
Obligor is incorporated and addressed to the Finance Parties.


 


11.                           If the proposed Additional Obligor is incorporated in a jurisdiction
other than England and Wales, evidence that the process agent specified in
Clause 38(b) (Service of process) has accepted its appointment in relation
to the proposed Additional Obligor.


 


12.                           If applicable in the case of an Additional Guarantor, a copy of a
resolution signed by all the holders of the issued shares of that Additional
Guarantor, approving the terms of, and the transactions contemplated by, the
Finance Documents to which the Additional Guarantor is a party.


 


77

















 


SCHEDULE 3

UTILISATION REQUEST


 


	
  From:

  	
   

  	
  [Borrower]

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  [Facility
  Agent]

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dear Sirs

  	
   

  	
   

  



 


Koninklijke KPN N.V. – euro 1,500,000,000 Credit
Agreement

dated [•], 2003 (the “Credit Agreement”)


 


1.                                 Words and expressions defined in the Credit Agreement have the same
meaning when used herein.


 


2.                                 We wish to borrow an Advance on the following terms:


 


	
  Proposed
  Utilisation Date:

  	
   

  	
  [       ]
  (or, if that is not a Business Day, the next Business Day)

  
	
  Currency of
  Advance:

  	
   

  	
  [       ]

  
	
  Amount:

  	
   

  	
  [       ]

  
	
  Interest
  Period:

  	
   

  	
  [       ]

  



 


3.                                 We confirm that each condition specified in Clause 4.2 (Further
conditions precedent) is satisfied.


 


4.                                 The proceeds of this Advance should be credited to [account].


 


5.                                 This Utilisation Request is irrevocable.


 


	
  Yours
  faithfully

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
  authorised
  signatory for

  
	
  [Koninklijke
  KPN N.V.]/[Additional Borrower]

  



 


78

















 


SCHEDULE 4

THE MARGIN 


 




	
  Credit
  Rating of the Company

  	
   

  	
  Margin
  (per cent. per annum)

  	
   

  
	
  A+/A1 or higher

  	
   

  	
  0.45

  	
   

  
	
  A/A2

  	
   

  	
  0.50

  	
   

  
	
  A-/A3

  	
   

  	
  0.60

  	
   

  
	
  BBB+/Baal

  	
   

  	
  0.80

  	
   

  
	
  BBB/Baa2

  	
   

  	
  1.00

  	
   

  
	
  BBB-/Baa3

  	
   

  	
  1.20

  	
   

  
	
  Lower than BBB-/Baa3 or no rating from either
  S&P or Moody’s

  	
   

  	
  3.25

  	
   

  






 


79

















 


SCHEDULE 5

FORM OF TRANSFER CERTIFICATE


 


	
  To:

  	
   

  	
  [      ]
  as Facility Agent

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  [The
  Existing Lender] (the “Existing Lender”) and [The New
  Lender] (the “New Lender”)

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  



 


Koninklijke KPN N.V. – euro 1,500,000,000 Credit
Agreement

dated [•], 2003 (the “Credit Agreement”)


 


1.                                 Words and expressions defined in the Credit Agreement have the same
meaning when used herein.


 


2.                                 We refer to Clause 24.5 (Procedure for transfer) of the Credit
Agreement:


 


(a)                                      The Existing Lender and the New Lender agree to the Existing Lender
and the New Lender transferring by novation all or part of the Existing
Lender’s Commitment, rights and obligations referred to in the Schedule in
accordance with Clause 24.5 (Procedure for transfer).


 


(b)                                     The proposed Transfer Date is
[            ].


 


(c)                                      The Facility Office and address, fax number and attention details
for notices of the New Lender for the purposes of Clause 31.2 (Addresses)
are set out in the Schedule.


 


3.                                 The New Lender expressly acknowledges the limitations on the
Existing Lender’s obligations set out in paragraph (c) of Clause 24.4 (Limitation
of responsibility of Existing Lenders).


 


4.                                 The New Lender confirms on the date on which it becomes a party to
the Agreement that it is a PMP.


 


5.                                 This Transfer Certificate is governed by English law.


 


THE SCHEDULE


 


Commitment/rights and obligations to be transferred


 


[insert
relevant details]

[Facility
Office address, fax number and attention details for notices and account
details for payments,]


 


 


	
  [Existing Lender]

  	
   

  	
  [New Lender]

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  By:

  



 


80

















 


This Transfer
Certificate is accepted by the Facility Agent and the Transfer Date is
confirmed as
[           ].


 


	
  [Facility Agent]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  



 


81

















 


SCHEDULE 6

FORM OF COMPLIANCE CERTIFICATE


 


	
  To:

  	
   

  	
  [         ]
  as Facility Agent

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Koninklijke
  KPN N.V

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dear Sirs

  	
   

  	
   

  



 


Koninklijke KPN N.V. – euro 1,500,000,000 Credit
Agreement

dated [•], 2003 (the “Credit Agreement”)


 


1.                                 We refer to the Credit Agreement. 
This is a Compliance Certificate.


 


2.                                 We confirm that:


 


(a)                                      the ratio of EBITDA to Net Interest Expense is
[        ]; and the covenant contained
in paragraph (a)(i) of Clause 22.2 (Financial Covenants) [has/has not] been
complied with;


 


(b)                                     the ratio of Total Consolidated Net Borrowings to EBITDA is
[          ]; and the
covenant contained in paragraph (a)(ii) of Clause 22.2 (Financial Covenants)
[has/has not] been complied with;


 


(c)                                      the amount of the Total Assets of the Group is [         ]; and


 


(d)                                     our Principal Subsidiaries are [          ].


 


3.                                 [We confirm that no Default is continuing.]  **


 


	
  Signed:

  	
   

  	
   

  
	
   

  	
  Authorised
  Signatory

  
	
   

  	
  Of

  
	
   

  	
  Koninklijke
  KPN N.V

  



 












**           If this statement
cannot be made, the certificate should identify any Default that is continuing
and the steps, if any, being taken to remedy it.


 


82

















 


SCHEDULE 7

TIMETABLES


 


	
   

  	
   

  	
  Advances
  in euro

  	
   

  	
  Advances
  in

  sterling and

  dollars

  	
   

  	
  Advances
  in

  other currencies

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Delivery of
  a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))

  	
   

  	
  11 a.m.
  London time, 3 Business Days prior to the proposed Utilisation Date

  	
   

  	
  11 a.m.
  London time, 3 Business Days prior to the proposed Utilisation Date

  	
   

  	
  10 a.m.
  London time, 3 Business Days prior to the proposed Utilisation Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility
  Agent determines (in relation to a Utilisation) the Base Currency Amount of
  the Advance, if required under Clause 5.4 (Lenders’ participation)

  	
   

  	
  N/A

  	
   

  	
  11 a.m.
  London time, 3 Business Days prior to the proposed Utilisation Date

  	
   

  	
  11 a.m.
  London time, 3 Business Days prior to the proposed Utilisation Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility
  Agent notifies the Lenders of the Advance in accordance with Clause 5.4 (Lenders’
  participation)

  	
   

  	
  Promptly
  upon receipt from the Borrower

  	
   

  	
  Promptly
  upon receipt from the Borrower

  	
   

  	
  Promptly
  upon receipt from the Borrower

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility
  Agent receives a notification from a Lender under Clause 6.2 (Unavailability
  of a currency)

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Quotation
  Day as of 9 a.m. London time

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility
  Agent gives notice in accordance with Clause 6.2 (Unavailability of a currency)

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Upon receipt
  of notification from the Lenders

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LIBOR or
  EURIBOR is fixed

  	
   

  	
  Quotation
  Day as of 10 a.m. London time in respect of EURIBOR

  	
   

  	
  Quotation
  Day as of 11 a.m. London time

  	
   

  	
  Quotation
  Day as of 11 a.m. London time

  



 


83

















 


SCHEDULE 8

MANDATORY COST FORMULAE


 


1.                                 The Mandatory Cost is an addition to the interest rate to compensate
Lenders for the cost of compliance with (a) the requirements of the Bank of
England and/or the Financial Services Authority (or, in either case, any other
authority which replaces all or any of its functions) or (b) the requirements
of the European Central Bank.


 


2.                                 On the first day of each Interest Period (or as soon as possible
thereafter) the Facility Agent shall calculate, as a percentage rate, a rate
(the  “Additional
Cost Rate”) for each Lender, in accordance with the paragraphs set
out below.  The Mandatory Cost will be
calculated by the 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) calculated by the Facility Agent and will be expressed as
a percentage rate per annum.


 


3.                                 The Additional Cost Rate for any Lender lending from a Facility
Office in a Participating Member State will be the percentage notified by that
Lender to the Facility Agent.  This
percentage will be certified by that Lender in its notice to the Facility Agent
to be its reasonable determination of the cost (expressed as a percentage of
that Lender’s participation in all Advances made from that Facility Office) of
complying with minimum reserve requirements of the European Central Bank in
respect of Advances made from that Facility Office.


 


4.                                 The Additional Cost Rate for any Lender lending from a Facility
Office in the United Kingdom will be calculated by the Facility Agent as follows:


 


(a)                                      in relation to a domestic 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 domestic
sterling:


 


	
  E x 0.01

  	
  per cent.
  per annum.

  
	
  300

  



 


Where:


 


A                                      is
the percentage of Eligible Liabilities (assuming these to be in excess of any
stated minimum) which the Facility Agent is from time to time required to
maintain as an interest free cash ratio deposit with the Bank of England to
comply with cash ratio requirements.


 


B                                        is the percentage rate of interest (excluding the Margin and the
Mandatory Cost and, if the Advance is an Unpaid Sum, the additional rate of
interest specified in paragraph (a) of Clause 9.3 (Default Interest)) payable
for the relevant Interest Period on the Advance.


 


84

















 


C                                        is the percentage (if any) of Eligible Liabilities which the
Facility Agent is required from time to time to maintain as interest bearing
Special Deposits with the Bank of England.


 


D                                       is the percentage rate per annum payable by the Bank of England to
the Facility Agent on interest bearing Special Deposits.


 


E                                         is designed to compensate the Facility Agent for amounts payable
under the Fees Rules and is calculated by the Facility Agent as being the
average of the most recent rates of charge supplied by the Reference Banks to
the Facility Agent pursuant to paragraph 7 below and expressed in pounds per
£1,000,000.


 


5.                                 For the purposes of this Schedule:


 


(a)                                      “Eligible Liabilities” and “Special Deposits” have the
meanings given to them from time to time under or pursuant to the Bank of
England Act 1998 or (as may be appropriate) by the Bank of England;


 


(b)                                     “Fees Rules” means the rules on periodic fees contained in the
FSA Supervision Manual or such other law or regulation as may be in force from
time to time in respect of the payment of fees for the acceptance of deposits;


 


(c)                                      “Fee Tariffs” means the fee tariffs specified in the Fees Rules
under the activity group A.1 Deposit acceptors (ignoring any minimum fee or
zero rated fee required pursuant to the Fees Rules but taking into account any
applicable discount rate); and


 


(d)                                     “Tariff Base” has the meaning given to it, 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 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 Facility Agent, the rate of charge payable by that Reference Bank to the
Financial Services Authority pursuant to the Fees Rules in respect of the
relevant financial year of the Financial Services Authority (calculated for
this purpose by that Reference Bank as being the average of the Fee Tariffs
applicable to that Reference Bank for that financial year) and expressed in
pounds per £1,000,000 of the Tariff Base of that Reference Bank.


 


8.                                 Each Lender shall supply any information required by the Facility
Agent for the purpose of calculating its Additional Cost Rate.  In particular, but without limitation, each
Lender shall supply the following information on or prior to the date on which
it becomes a Lender;


 


(a)                                      the jurisdiction of its Facility Office; and


 


85

















 


(b)                                     any other information that the Facility Agent may reasonably require
for such purpose.


 


Each Lender shall promptly notify the Facility Agent
of any change to the information provided by it pursuant to this paragraph.


 


9.                                 The percentages of each Lender for the purpose of A and C above and
the rates of charge of each Reference Bank for the purpose of E above shall be
determined by the Facility Agent based upon the information supplied to it
pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender
notifies the Facility Agent to the contrary, each Lender’s obligations in
relation to cash ratio deposits and Special Deposits are the same as those of a
typical bank from its jurisdiction of incorporation with a Facility Office in
the same jurisdiction as its Facility Office.


 


10.                           The Facility Agent shall have no liability to any person if such
determination results in an Additional Cost Rate which over or under
compensates any Lender and shall be entitled to assume that the information
provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8
above is true and correct in all respects.


 


11.                           The Facility Agent shall distribute the additional amounts received
as a result of the Mandatory Cost to the Lenders on the basis of the Additional
Cost Rate for each Lender based on the information provided by each Lender and
each Reference Bank pursuant to paragraphs 3, 7 and 8 above.


 


12.                           Any determination by the Facility Agent pursuant to this Schedule in
relation to a formula, the Mandatory Cost, an Additional Cost Rate or any
amount payable to a Lender shall, in the absence of manifest error, be
conclusive and binding on all Parties.


 


13.                           The Facility Agent may from time to time, after consultation with
the Company 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) and any such
determination shall, in the absence of manifest error, be conclusive and
binding on all Parties.


 


86

















 


SCHEDULE 9




FORM OF ACCESSION LETTER


 


	
  To:

  	
   

  	
  [        ]
  as Facility Agent

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  [Subsidiary]
  and Koninklijke KPN N.V.

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  



 


Dear
Sirs


 


Koninklijke KPN N.V. – euro 1,500,000,000 Facility
Agreement

dated [•],
2003 (the “Facility Agreement”)


 


1.                                 [Subsidiary]
agrees to become an Additional [Borrower/Guarantor] and to be bound by the
terms of the Facility Agreement as an Additional [Borrower/Guarantor] pursuant
to Clause 25 (Changes to the Obligors) of the Facility Agreement.  [Subsidiary] is a company duly incorporated
under the laws of [name of relevant jurisdiction].


 


2.                                 [Subsidiary’s]
administrative details are as follows:


 


Address:


 


Fax No:


 


Attention:


 


3.                                 This letter is governed by English law.


 


[This
Guarantor Accession letter is entered into by deed.]


 


Koninklijke
KPN N.V.            [Subsidiary]


 


87

















 


SIGNATURES


 


	
  The Company

  	
   

  
	
   

  	
   

  	
   

  
	
  KONINKLIJKE KPN N.V.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  LEON MERKUN

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Original Guarantor

  	
   

  
	
   

  	
   

  	
   

  
	
  KONINKLIJKE KPN N.V.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  LEON MERKUN

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Mandated Lead Arrangers

  	
   

  
	
   

  	
   

  	
   

  
	
  ABN AMRO BANK N.V.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JOHN STAFFORD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANC OF AMERICA SECURITIES LIMITED

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JOHN STAFFORD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CITIGROUP GLOBAL MARKETS LIMITED

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JOHN STAFFORD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
  B.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JOHN STAFFORD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CREDIT SUISSE FIRST BOSTON

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  GARRETT LYNSKEY

  	
  SERGIO DI-LIETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEUTSCHE BANK AG

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  GOETZ LAUE

  	
  TINA KLEIN

  



 


88

















 


	
  HVB LUXEMBOURG SOCIÉTÉ ANONYME

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JOHN STAFFORD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ING BANK N.V.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JOHN STAFFORD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  J.P. MORGAN PLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JOHN STAFFORD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCOTIABANK EUROPE PLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JOHN STAFFORD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Original Lenders

  	
   

  
	
   

  	
   

  	
   

  
	
  ABN AMRO BANK N.V.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JOHN STAFFORD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF AMERICA, N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JOHN STAFFORD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CITIBANK N.A., LONDON BRANCH

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JOHN STAFFORD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COÖPERATIEVE CENTRALE
  RAIFFEISEN-BOERENLEENBANK B.A.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JOHN STAFFORD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEUTSCHE BANK LUXEMBOURG S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  GERD MEYER

  	
  CHRISTOPH KOCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ING BANK N.V.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JOHN STAFFORD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE BANK

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JOHN STAFFORD

  	
   

  



 


89

















 


	
  CREDIT SUISSE FIRST BOSTON

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  GARRETT LYNSKEY

  	
  SERGIO DI-LIETO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JOHN STAFFORD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCOTIABANK EUROPE PLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  JOHN STAFFORD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Facility Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  ABN AMRO BANK N.V.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  C. MYLREA

  	
  P. MORGAN

  



 


90