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EXHIBIT 4.11 C  L  I  F  F  O  R  D
C  H  A  N  C  E EXECUTION COPY 1,000,000,000 CREDIT FACILITY AGREEMENT dated 05 November 2004  SAP AKTIENGESELLSCHAFT
SYSTEME, ANWENDUNGEN, PRODUKTE IN DER
DATENVERARBEITUNG
as Borrower  ABN AMRO BANK N.V.
BNP PARIBAS
DEUTSCHE BANK AG
J.P. MORGAN PLC
as Mandated Lead Arrangers  ABN AMRO BANK N.V. LONDON BRANCH
as Agent and
others SYNDICATED MULTICURRENCY REVOLVINGCREDIT FACILITY AGREEMENT




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CONTENTS CLAUSE
    
    PAGE1.   Definitions and Interpretation
    
    
    12.   The Facility
    
    
    123.   Purpose
    
    
    124.   Conditions of Utilisation
    
    
    125.   Utilisation
    
    
    156.   Optional Currencies
    
    
    167.   Repayment
    
    
    178.   Prepayment and Cancellation
    
    
    179.   Interest
    
    
    2010. Interest Periods
    
    
    2111. Changes to the Calculation of Interest
    
    
    2112. Fees
    
    
    2313. Tax Gross up and Indemnities
    
    
    2414. Increase/Decrease in Costs
    
    
    2715. Other Indemnities
    
    
    3016. Mitigation by the Lenders
    
    
    3117. Costs and Expenses
    
    
    3218. Representations
    
    
    3319. Information Undertakings
    
    
    3520. General Undertakings
    
    
    4121. Events of Default
    
    
    4422. Changes to the Lenders
    
    
    4923. Changes to the Borrower
    
    
    5324. Role of the Agent and the Mandated Lead Arrangers
    
    
    5425. Conduct of Business by the Finance Parties
    
    
    6026. Sharing Among the Finance Parties
    
    
    6027. Payment Mechanics
    
    
    6228. Set-off
    
    
    6429. Notices
    
    
    64




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CLAUSE
    
    PAGE30. Calculations and Certificates
    
    
    6631. Partial Invalidity
    
    
    6732. Remedies and Waivers
    
    
    6733. Amendments and Waivers
    
    
    6734. Miscellaneous
    
    
    6835. Governing Law
    
    
    6936. Jurisdiction
    
    
    69SCHEDULE 1 The Original Lenders
    
    
    70SCHEDULE 2 Conditions Precedent
    
    
    71SCHEDULE 3 Requests
    
    
    72SCHEDULE 4 Mandatory Cost Formulae
    
    
    74SCHEDULE 5 Form of Transfer Certificate
    
    
    78SCHEDULE 6 Existing Security
    
    
    80SCHEDULE 7 Confidentiality Undertaking
    
    
    81SCHEDULE 8 Timetables
    
    
    86SCHEDULE 9 Reservations
    
    
    88SIGNATURES
    
    
    91




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THIS AGREEMENT is dated 05 November 2004 and made between:  (1)

SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN,
PRODUKTE IN DER DATENVERARBEITUNG(the Borrower);(2)

ABN AMRO BANK N.V., BNP PARIBAS, DEUTSCHE BANK AGand
J.P. MORGAN PLC(the Mandated Lead Arrangers);(3)

THE FINANCIAL INSTITUTIONSlisted in Schedule 1 as lenders (the
Original Lenders); and(4)

ABN AMRO BANK N.V., LONDON BRANCHas agent of the other Finance
Parties (the Agent).  IT IS AGREEDas follows: SECTION 1
INTERPRETATION  1.

DEFINITIONS AND INTERPRETATION1.1

Definitions
In this Agreement:Additional Cost Ratehas the meaning given to it in Schedule 4 (Mandatory
Cost formulae).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.Agents Spot Rate of Exchangemeans the 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.Approval means the approval (Zustimmung) to a Utilisation granted by the
supervisory board of the Borrower.Authorisationmeans an authorisation, consent, approval (other than an
Approval), resolution, licence, exemption, filing, notarisation or registration.Availability Periodmeans the period from and including the date of this
Agreement to and including the day falling one month prior to the Termination
Date. -1-




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Available Commitmentmeans a Lenders Commitment minus:  (a)

the Base Currency Amount of its participation in any outstanding Loans;
and(b)


in relation to any proposed Utilisation, the Base Currency Amount of its
participation in any Loans that are due to be made on or before the
proposed Utilisation Date,  other than that Lenders participation in any Loans 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.Base Currencymeans Euro.Base Currency Amountmeans, in relation to a Loan, the amount specified in
the Utilisation Request for that Loan (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 three
Business Days before the Utilisation Date or, if later, on the date the Agent
receives the Utilisation Request) adjusted to reflect any repayment, prepayment,
consolidation or division of the Loan.Break Costsmeans the amount (if any) by which:  (a)

the interest (but excluding the Margin) which a Lender should have
received for the period from the date of receipt of all or any part of its
participation in a Loan or Unpaid Sum to the last day of the current
Interest Period in respect of that Loan 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 leading bank in the European 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. -2-




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Business Daymeans a day (other than a Saturday or Sunday) on which banks
are open for general business in London and Frankfurt 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.  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) aggregated with the amount of any other Commitment
transferred to it under this Agreement; and(b)

in relation to any other Lender, the amount in the Base Currency of any
Commitment transferred to it under this Agreement,  to the extent not cancelled, reduced or transferred by it under this Agreement.Confidentiality Undertakingmeans a confidentiality undertaking
substantially in a recommended form of the LMA as set out in Schedule 7
(Confidentiality Undertaking) or in any other form agreed between the Borrower
and the Agent.Defaultmeans an Event of Default or any event or circumstance specified in
Clause 21 (Events of Default) which would (with the expiry of a grace period
under the Finance Documents and the giving of notice under the Finance
Documents or any combination of any of the foregoing) be an Event of Default.EURIBORmeans, in relation to any Loan in Euro:  (a)

the applicable Screen Rate; or(b)

(if no Screen Rate is available for the Interest Period of that Loan) the
arithmetic mean of the rates (rounded upwards to four decimal places) as
supplied to the Agent at its request quoted by the Reference Banks to
leading banks in the European interbank market;  as of 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 Loan.Event of Defaultmeans any event or circumstance specified as such in
Clause 21 (Events of Default). -3-




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Facilitymeans the revolving loan facility made available under this
Agreement as described in Clause 2 (The Facility).Facility Office means the office or offices notified by a Lender to the Agent in
writing on or before the date it becomes a Lender (or, following that date, by not
less than five Business Days written notice) as the office or offices through
which it will perform its obligations under this Agreement.Fee Lettermeans any letter or letters dated on or about the date of this
Agreement between the Mandated Lead Arrangers and the Borrower (or the
Agent and the Borrower) setting out any of the fees referred to in Clause 12
(Fees).Finance Documentmeans this Agreement, the Mandate Letter, any Fee Letter
and any other document designated as such by the Agent and the Borrower.Finance Partymeans the Agent, the Mandated Lead Arrangers or a Lender.Financial Indebtednessmeans any indebtedness for or in respect of:  (a)

monies borrowed;(b)

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

any amount raised pursuant to the issue of bonds, notes, debentures or
any similar instrument;(d)

the amount of any liability in respect of any lease or hire purchase
contract which would, in accordance with GAAP, be treated as a finance
or capital lease;(e)

receivables sold or discounted (other than any receivables to the extent
they are sold on a non-recourse basis);(f)

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

any counter-indemnity obligation in respect of a guarantee, indemnity,
bond, standby or documentary letter of credit or any other instrument
issued by a bank or financial institution; and -4-




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(h)

(without double counting) the amount of any liability in respect of any
guarantee or indemnity for any of the items referred to in paragraphs (a)
to (g) above,  provided that, for the purposes of Clause 21.4 (Cross Default) only, the items
referred to in paragraphs (b), (d), (e) and (g) above shall be disregarded and
accordingly for the purposes of Clause 21.4 (Cross Default) only, paragraph (h)
above shall be construed as referring to the items referred to in paragraphs (a),
(c) and (f) above only.GAAPmeans generally accepted accounting principles in the Federal
Republic of Germany in effect as of the date to which the respective financial
statements relate and consistently applied except that in respect of any
consolidated financial statements of the Group GAAPmeans U.S. GAAP or
IFRS or any other accounting principles which the Borrower may legally be
required to adhere to.Groupmeans the Borrower and its Subsidiaries from time to time.Holding Companymeans, in relation to a company or corporation, any other
company or corporation in respect of which it is a Subsidiary.Information Memorandummeans the document in the form approved by the
Borrower concerning the Group which, at the Borrowers request and on its
behalf, was prepared in relation to this transaction and distributed by the
Mandated Lead Arrangers to selected financial institutions before the date of this
Agreement.Interest Periodmeans, in relation to a Loan, 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).Lendermeans:  (a)

any Original Lender; and(b)

any bank, financial institution, trust, fund or other entity which has
become a Party in accordance with Clause 22 (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 Loan:  (a)

the applicable Screen Rate; or -5-




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(b)

(if no Screen Rate is available for the currency or Interest Period of that
Loan and in the case of Sterling) the arithmetic mean of the rates
(rounded upwards to four decimal places) as supplied to the Agent at its
request quoted by the Reference Banks to leading banks in the London
interbank market,  as of the Specified Time on the Quotation Day for the offering of deposits in the
currency of that Loan and for a period comparable to the Interest Period for that
Loan.LMAmeans the Loan Market Association.Loanmeans a loan made or to be made under the Facility or the principal
amount outstanding for the time being of that loan.Majority Lendersmeans:  (a)

if there are no Loans then outstanding, a Lender or Lenders whose
Commitments aggregate 662/3% or more of the Total Commitments (or,
if the Total Commitments have been reduced to zero, aggregated 662/3%
or more of the Total Commitments immediately prior to the reduction);
or(b)

at any other time, a Lender or Lenders whose participations in the Loans
then outstanding aggregate 662/3% or more of all the Loans then
outstanding.  Mandate Lettermeans the letter dated 16 September 2004 between the
Mandated Lead Arrangers, the Borrower and others.Mandatory Costmeans the percentage rate per annum calculated by the
Agent in accordance with Schedule 4 (Mandatory Cost formulae).Marginmeans 0.20 per cent. per annum.Material Adverse Effectmeans an event or development that has or could
reasonably be expected to have a material adverse effect on the financial
condition of the Borrower or the Group taken as a whole and which could
adversely affect:  (a)

the ability of the Borrower to perform its obligations under the Finance
Documents; or(b)

the validity and/or enforceability of the Finance Documents. -6-




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Material Subsidiarymeans, at any time, a Subsidiary of the Borrower whose
unconsolidated turnover represents five per cent. or more of the consolidated
turnover of the Group, however, excluding SAP Public Services Inc.For this purpose:  (a)

the unconsolidated turnover of a Subsidiary of the Borrower will be
determined from its unconsolidated annual financial statements upon
which the latest audited consolidated annual financial statements of the
Group have been based;(b)

if a Subsidiary of the Borrower becomes a member of the Group after the
date on which the latest audited consolidated annual financial statements
of the Group have been prepared, the unconsolidated turnover of that
Subsidiary will be determined from its latest unconsolidated annual
financial statements; and(c)

the turnover of the Group will be determined from the latest audited
consolidated financial statements of the Group, adjusted (where
appropriate) to reflect the turnover of any company or business
subsequently acquired or disposed of.  If there is a dispute as to whether or not a company is a Material Subsidiary, a
certificate of the auditors of the Borrower will be, in the absence of manifest
error, conclusive.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)

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; and(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.  The above rules will only apply to the last Month of any period.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). -7-




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Original Financial Statementsmeans the Borrowers consolidated and
unconsolidated audited financial statements for its financial year ended
31 December 2003.Partymeans a party to this Agreement.Qualifying Lenderhas the meaning given to it in Clause 13.1 (Definitions).Quotation Daymeans, in relation to any period for which an interest rate is to
be determined:  (a)

for the Base Currency two TARGET Days before the first day of that
period; or(b)

for any Optional Currency two Business Days before the first day of that
period,  unless market practice differs in the European interbank market for a currency,
in which case the Quotation Day for that currency will be determined by the
Agent in accordance with market practice in the European interbank market (and
if quotations would normally be given by leading banks in the European
interbank market on more than one day, the Quotation Day will be the last of
those days).Reference Banksmeans the offices of the Agent, Deutsche Bank
Luxembourg S.A. and JPMorgan Chase Bank or such other banks as may be
appointed by the Agent in consultation with the Borrower.Repeating Representationsmeans each of the representations set out in
Clauses 18.1 (Status) to 18.5 (Governing law and
enforcement), Clause 18.8 (No default), Clause 18.10 (Financial Statements) to Clause 18.12 (No proceedings
pending or threatened).Reservationsmeans the reservation and qualifications as to matters of law as
set out in Schedule 9 (Reservation).Rollover Loanmeans one or more Loans:  (a)

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

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

in the same currency as the maturing Loan (unless it arose as a result of
the operation of Clause 6.2 (Unavailability of a currency)); and -8-




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(d)

made or to be made for the purpose of refinancing a maturing Loan.  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,  displayed on the appropriate page of the Reuters screen. If the agreed page is
replaced or service ceases to be available, the rates shall be supplied by the
Reference Banks.Securitymeans a mortgage, charge, pledge, lien or other security interest
(dingliche Sicherheit)securing any obligation of any person or any other
agreement or arrangement having a similar effect.Specified Timemeans a time determined in accordance with Schedule 8
(Timetables).Subsidiarymeans in relation to a person an entity more than fifty per cent. of
the share capital and/or voting rights of which are owned directly or indirectly
by such person or which is otherwise controlled (as contemplated in Section 17
of the German Stock Corporation Act (Aktiengesetz)) directly or indirectly by
such person.TARGETmeans Trans-European Automated Real-time Gross Settlement
Express Transfer payment system.TARGET Daymeans any day on which TARGET is open for the settlement
of payments in Euro.Tax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).Termination Datemeans the fifth anniversary of the date of this Agreement.Total Commitments means the aggregate of the Commitments being
EUR 1,000,000,000 at the date of this Agreement.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
Agent and the Borrower. -9-




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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 Agent executes the Transfer Certificate.  Unpaid Summeans any sum due and payable but unpaid by the Borrower
under the Finance Documents.U.S. Companymeans any member of the Borrowers Group whose relevant
jurisdiction is a state of the United States of America or the District of
Columbia.Utilisationmeans a utilisation of the Facility.Utilisation Datemeans the date of a Utilisation, being the date on which the
relevant Loan is to be made.Utilisation Requestmeans a notice substantially in the form set out in
Schedule 3 (Requests).VATmeans value added tax (Umsatzsteuer) and any other tax of a similar
nature.1.2

Construction  (a)

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

the Agent, the Mandated Lead Arrangers, any Finance
Party, any Lender, the Borroweror any Partyshall be
construed so as to include its successors in title, permitted assigns
and permitted transferees;(ii)

assetsincludes present and future properties, revenues and
rights of every description;(iii)

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;(iv)

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;(v)

a personincludes any person, firm, company, corporation,
government, state or agency of a state or any association, trust or
partnership (whether or not having separate legal personality) or
two or more of the foregoing; -10-




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(vi)

promptlyis to be construed as unverzüglich (without undue
delay) as contemplated for in the first paragraph of section 121 of
the German Civil Code (Bürgerliches Gesetzbuch, BGB);(vii)

a regulationincludes any regulation, rule, official directive,
request or guideline (whether or not having the force of law) of
any governmental, intergovernmental or supranational body,
agency, department or regulatory, self-regulatory or other
authority or organisation;(viii)

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

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

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

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.(d)

A Default (including an Event of Default) is continuingif it has not
been remedied or waived.  1.3

Currency Symbols and DefinitionsEUR,
 and Euromeans the single currency of certain member states of
the European Union participating in the third stage of the Economic and
Monetary Union, $, USDand Dollarsdenote lawful currency of the
United States of America and £and Sterlingdenote lawful currency of the
United Kingdom. -11-




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SECTION 2
THE FACILITY  2.

THE FACILITY2.1

The FacilitySubject to the terms of this Agreement, the Lenders make available to the Borrower a
multicurrency revolving loan facility in an aggregate amount equal to the Total Commitments.2.2

Finance Parties rights and obligations  (a)

The obligations of each Finance Party under the Finance Documents are
several. Failure by a Finance Party 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 Finance Party under or in connection with the Finance
Documents are separate and independent rights and any debt arising
under the Finance Documents to a Finance Party from the Borrower 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.  3.

PURPOSE3.1

PurposeThe Borrower shall apply all amounts borrowed by it under the Facility for general corporate purposes.3.2

MonitoringNo Finance Party is bound to monitor or verify the application of any amount borrowed
pursuant to this Agreement.4.

CONDITIONS OF UTILISATION4.1

Initial conditions precedentThe Borrower may not deliver a Utilisation Request unless the Agent has received all of the
documents and other evidence listed in Schedule 2 (Conditions precedent) in form and
substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders
promptly upon being so satisfied. -12-




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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 Loan, no Event of Default is continuing or
would result from the proposed Loan, and, in the case of any other Loan, no
Default is continuing or would result from the proposed Loan; and(ii)

the Repeating Representations to be made by the Borrower are true in
all material respects.  (b)

If the Borrower has stated in the Utilisation Request that the requested
Utilisation requires an Approval, the Lenders will only be obliged to
comply with Clause 5.4 (Lenders participation)if the Agent has been
provided with evidence in form and substance satisfactory to the Agent
that such Approval has been duly granted and is effective on the date of
the Utilisation Request provided that a written confirmation by in-house
legal counsel to the Borrower stating that the Approval required for the
requested Utilisation has been duly granted and is effective on the date of
the Utilisation Request shall satisfy the requirement to provide
satisfactory evidence referred to above.  4.3

Conditions relating to Optional Currencies  (a)

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

it is readily available in the amount required and freely
convertible into the Base Currency in the European interbank market on the
Quotation Day and the Utilisation Date for that Loan; and(ii)

it is Canadian Dollars, Sterling, Swiss Francs, U.S. Dollars or Yen
or any other currency approved by the Agent (acting on the instruction of all of
the Lenders) on or prior to receipt by the Agent of the relevant Utilisation
Request for that Loan. -13-




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(b)

If the Agent has received a written request from the Borrower for a currency to be
approved under paragraph (a)(ii) above, the Agent will confirm to the Borrower by the
Specified Time whether or not the Lenders have granted their approval.  4.4

Maximum number of Loans  (a)

The Borrower may not deliver a Utilisation Request if, as a result of the
proposed Utilisation, 16 or more Loans would be outstanding.(b)

Any Loan made by a single Lender under Clause 6.2 (Unavailability of a
currency)shall not be taken into account in this Clause 4.4. -14-




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SECTION 3
UTILISATION  5.

UTILISATION5.1

Delivery of a Utilisation RequestThe Borrower may utilise the Facility by delivery to the Agent of a duly completed
Utilisation Request not later than the Specified Time.5.2

Completion of a Utilisation Request  (a)

Each 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);(iii)

the proposed Interest Period complies with Clause 10 (Interest
Periods);and(iv)

it states whether the Utilisation requested requires an Approval.  (b)

Only one Loan may be requested in each Utilisation Request.  5.3

Currency and amount  (a)

The currency specified in a Utilisation Request must be the Base
Currency or an Optional Currency.(b)

The amount of the proposed Loan must be:  (i)

if the currency selected is the Base Currency, a minimum of EUR
20,000,000 and, if more, an integral multiple of EUR 5,000,000 or, if less, the
Available Facility; or(ii)

if the currency selected is an Optional Currency, the amount
equivalent of a Base Currency Amount as permitted by paragraph (i); and(iii)

in any event such that its Base Currency Amount is less than or
equal to the Available Facility.  5.4

Lenders participation  (a)

If the conditions set out in this Agreement have been met, each Lender shall
make its participation in each Loan available by the Utilisation Date through its
Facility Office. -15-




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(b)

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

The Agent shall determine the Base Currency Amount of each Loan
which is to be made in an Optional Currency and shall notify each
Lender of the amount, currency and the Base Currency Amount of each
Loan and the amount of its participation in that Loan, in each case by the
Specified Time.  6.

OPTIONAL CURRENCIES6.1

Selection of currencyThe Borrower shall select the currency of a Loan in a Utilisation Request.6.2

Unavailability of a currencyIf before the Specified Time on any Quotation Day:  (a)

a Lender notifies the Agent that the Optional Currency requested is not
readily available to it in the amount required; or(b)

a Lender notifies the Agent that compliance with its obligation to
participate in a Loan in the proposed Optional Currency would
contravene a law or regulation applicable to it,  the Agent will give notice to the 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 Loan in the Base Currency (in an amount equal to that Lenders proportion
of the Base Currency Amount or, in respect of a Rollover Loan, an amount equal to that
Lenders proportion of the Base Currency Amount of the Rollover Loan that is due to be made)
and its participation will be treated as a separate Loan denominated in the Base Currency
during that Interest Period.6.3

Participation in a LoanEach Lenders participation in a Loan will be determined in accordance with paragraph (b) of
Clause 5.4 (Lenders participation). -16-




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SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION  7.

REPAYMENT7.1

Repayment of LoansThe Borrower shall repay each Loan on the last day of its Interest Period.8.

PREPAYMENT AND CANCELLATION8.1

IllegalityIf, at any time, it becomes unlawful in any applicable jurisdiction for a Lender to perform
any of its obligations as contemplated by this Agreement or to fund or maintain its
participation in any Loan:  (a)

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

upon the Agent notifying the Borrower, the Commitment of that Lender
will be immediately cancelled; and(c)

the Borrower shall repay that Lenders participation in the Loans made to
the Borrower on the last day of the Interest Period for each Loan
occurring after the Agent has notified the Borrower or, if earlier, the date
specified by the Lender in the notice delivered to the Agent (being no
earlier than the last day of any applicable grace period permitted by law).  8.2

Change of control  (a)

If a person or group of persons acting in concert should in the future
directly or indirectly acquire more than 50 per cent. of the shares which
carry the right to vote in the Borrower, the Borrower shall promptly after
having become aware of the described change of control notify the Agent
thereof.(b)

Upon such receipt of notification the Majority Lenders shall have the
right by giving notice to that effect through the Agent to the Borrower
within a period of 15 days following the receipt of such notification of
the change of control by the Borrower to require the cancellation of the
Available Facility and the repayment of all Loans on the date(s) which is
(are) the earlier of (i) the date falling 60 days after such request and (ii)
the last day of the then current Interest Period(s), provided that the
Borrower may within five days after the receipt of such notification by
the Agent request that the Lenders shall enter into good faith negotiations
with the Borrower for a period no longer then 30 days from the date of
the Borrowers request with a view to agreeing a basis on which the
Facility can be continued. If such agreement is reached between the -17-




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Majority Lenders and the Borrower the Facility shall be continued on the agreed basis
between such Lenders with cancellation of the Available Facility and the repayment of
all Loans advanced under the Facility with regard to those Lenders not wishing to
continue on the date(s) which is (are) the earlier of (i) the date falling thirty days
after the last day of the described good faith negotiation period and (ii) the last
day of the then current Interest Period(s). If no such agreement is reached between
the Majority Lenders and the Borrower the Facility shall be cancelled and all Loans
advanced under the Facility shall be repaid on the date(s) which is (are) the earlier
of (i) the date falling thirty days after the last day of the described good faith
negotiation period and (ii) the last day of the then current Interest Periods.In this Clause 8.2 (Change of Control)a group of persons acting in
concertis to be construed as gemeinsam handelnde Personenas defined in Section 2
paragraph 5 of the German Wertpapiererwerbs- und Übernahmegesetz.  8.3

Voluntary cancellationThe Borrower may, if it gives the Agent not less than 5 Business Days (or such shorter
period as the Majority Lenders may agree) prior written notice, cancel the whole or any part
(being a minimum amount of EUR 20,000,000) of the Available Facility. Any cancellation under
this Clause shall reduce the Commitments of the Lenders rateably.8.4

Voluntary prepayment of LoansThe Borrower may, if it gives the Agent not less than 5 Business Days (or such shorter
period as the Majority Lenders may agree) prior written notice, prepay the whole or any part
of a Loan (but, if in part, being an amount that reduces the Base Currency Amount of the
Loan by a minimum amount of EUR 20,000,000).8.5

Right of repayment and cancellation in relation to a single Lender  (a)

If:  (i)

any sum payable to any Lender by the Borrower is required to
be increased under paragraph (c) of Clause 13.2 (Tax gross-up);(ii)

any Lender claims indemnification from the Borrower under
Clause 13.3 (Tax indemnity)or Clause 14.1 (Increased costs);or(iii)

any Lender notifies the Agent of its Additional Cost Rate under
paragraph 3 of Schedule 4 (Mandatory Cost formulae),  the Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the
circumstance giving rise to the requirement or indemnification -18-




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continues or, (in the case of paragraph (iii) above) that Additional Cost Rate is
greater than zero, give the Agent notice of cancellation of the Commitment of that
Lender and its intention to procure the repayment of that Lenders participation in the
Loans.(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 which ends after the Borrower has
given notice under paragraph (a) above (or, if earlier, the date specified
by the Borrower in that notice), the Borrower shall repay that Lenders
participation in that Loan.  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 the
Facility which is prepaid may be reborrowed in accordance with the
terms of this Agreement.(d)

The Borrower shall not repay or prepay all or any part of the Loans 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 Agent receives a notice under this Clause 8 it shall promptly
forward a copy of that notice to either the Borrower or the affected
Lender, as appropriate. -19-




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SECTION 5
COSTS OF UTILISATION  9.

INTEREST9.1

Calculation of interestThe rate of interest on each Loan for each Interest Period is the percentage rate per annum
which is the aggregate of the applicable:  (a)

Margin;(b)

EURIBOR in relation to any Loan in Euro, or LIBOR in relation to any
Loan in any Optional Currency; and(c)

Mandatory Cost, if any.  9.2

Payment of interestOn the last day of each Interest Period the Borrower shall pay accrued interest on the Loan
to which that Interest Period relates (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 the Borrower fails to pay any amount payable by it under a Finance
Document on its due date, interest or, insofar as it relates to unpaid
interest, lump sum damages, 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 which, subject to paragraph (b) below, is one per cent
higher than the rate which would have been payable if the overdue
amount had, during the period of non-payment, constituted a Loan in the
currency of the overdue amount for successive Interest Periods, each of a
duration selected by the Agent (acting reasonably), provided that in case
of lump sum damages the Borrower shall be free to prove that no damage
has arisen or that damage has not arisen in the asserted amount and the
Finance Parties shall be entitled to assert further damages. Any amounts
accruing under this Clause 9.3 shall be payable by the Borrower
following request by the Agent on the last day of the respective Interest
Period selected by the Agent.(b)

If any overdue amount consists of all or part of a Loan which became
due on a day which was not the last day of an Interest Period relating to
that Loan:  (i)

the first Interest Period for that overdue amount shall have a
duration equal to the unexpired portion of the current Interest Period relating to
that Loan; and -20-




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(ii)

the rate of interest applying to the overdue amount during that first
Interest Period shall be one per cent higher than the rate which would have
applied if the overdue amount had not become due.  9.4

Notification of rates of interestThe Agent shall promptly notify the Lenders and the Borrower of the determination of a rate
of interest under this Agreement.10.

INTEREST PERIODS10.1

Selection of Interest Periods  (a)

The Borrower may select an Interest Period for a Loan in the Utilisation
Request for that Loan.(b)

Subject to this Clause 10, the Borrower may select an Interest Period of
one, two, three or six months or any other period agreed between the
Borrower and the Agent (acting on the instructions of all the Lenders).(c)

An Interest Period for a Loan shall not extend beyond the Termination
Date.(d)

Each Interest Period for a Loan shall start on the Utilisation Date.(e)

A Loan has one Interest Period only.  10.2

Non-Business DaysIf 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 INTEREST11.1

Absence of quotationsSubject to Clause 11.2 (Market disruption),if EURIBOR or, if applicable, LIBOR 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 EURIBOR or LIBOR 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 a Loan for any Interest
Period, then the rate of interest on each Lenders share of that Loan for the Interest
Period shall be the rate per annum which is the sum of:  (i)

the Margin;   -21-




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(ii)

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

the Mandatory Cost, if any, applicable to that Lenders
participation in the Loan.  (b)

In this Agreement Market Disruption Eventmeans:  (i)

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

before close of business in London on the Quotation Day for the
relevant Interest Period, the Agent receives notifications from a Lender or
Lenders (whose participations in a Loan exceed 45 per cent. of that Loan) that the
cost to it of obtaining matching deposits in the European interbank market would
be in excess of EURIBOR or, if applicable, LIBOR.  11.3

Alternative basis of interest or funding  (a)

If a Market Disruption Event occurs and the Agent or the Borrower so
requires, the 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 Borrower, be binding on all
Parties.  11.4

Break Costs  (a)

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

Each Lender shall, as soon as reasonably practicable after a demand by
the Agent, provide a certificate confirming the amount of its Break Costs
for any Interest Period in which they accrue. -22-




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12.

FEES12.1

Commitment fee  (a)

The Borrower shall pay to the Agent (for the account of each Lender) a
fee in the Base Currency computed at the rate of 0.07 per cent. per
annum on that Lenders Available Commitment for the Availability
Period.(b)

The accrued commitment fee is payable on the last day of each
successive period of three Months which starts on the date of this
Agreement and ends on the last day of the Availability Period and, if
cancelled in full, on the cancelled amount of the relevant Lenders
Commitment at the time the cancellation is effective.  12.2

Utilisation fee  (a)

The Borrower shall pay to the Agent (for the account of each Lender) a
fee in the Base Currency computed on a day to day basis at a rate of 0.05
per cent. per annum for each day the aggregated Base Currency Amounts
of all Loans outstanding on such day equal or exceed 50 per cent. of the
Total Commitments as of the date of signing of this Agreement.(b)

The accrued utilisation fee is payable on the last day of each successive
period of three Months and on the Termination Date.  12.3

Agency feeThe Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at
the times agreed in a Fee Letter. -23-




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SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS  13.

TAX GROSS UP AND INDEMNITIES13.1

DefinitionsIn this Agreement:Protected Partymeans a Finance Party which is or will be subject to any liability, or
required to make any payment, for or on account of Tax in relation to a sum received or
receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a
Finance Document.Qualifying Lendermeans a Lender which is incorporated or resident or acting out of a
Facility Office in Germany or a Treaty Lender.Tax Creditmeans a credit against, relief or remission for, or repayment of any Tax.Tax Deductionmeans a deduction or withholding for or on account of Tax from a payment
under a Finance Document.Tax Paymentmeans either the increase in a payment made by the Borrower to a Finance Party
under Clause 13.2 (Tax gross-up)or a payment under Clause 13.3 (Tax indemnity).Treaty Lendermeans, in respect of a jurisdiction, a Lender entitled under the provisions
of a double taxation treaty to receive payments of interest from the Borrower without a Tax
Deduction (subject to the completion of any necessary procedural formalities).Unless a contrary indication appears, in this Clause 13 a reference to determinesor
determinedmeans a determination made in the reasonable discretion of the person making
the determination.13.2

Tax gross-up  (a)

The Borrower shall make all payments to be made by it without any Tax
Deduction, unless a Tax Deduction is required by law.(b)

The Borrower shall promptly upon becoming aware that it must make a
Tax Deduction (or that there is any change in the rate or the basis of a
Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall
notify the Agent on becoming so aware in respect of a payment payable
to that Lender setting out the reasons for such payment in a reasonably
detailed manner. If the Agent receives such notification from a Lender it
shall notify the Borrower. -24-




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(c)

If a Tax Deduction is required by law to be made by the Borrower, the
amount of the payment due from it shall be increased to an amount
which (after making any Tax Deduction) leaves an amount equal to the
payment which would have been due if no Tax Deduction had been
required.(d)

The Borrower is not required to make an increased payment to a Lender
under paragraph (c) above for a Tax Deduction in respect of tax imposed
by the relevant tax authorities from a payment of interest on a Loan, if on
the date on which the payment falls due:  (i)

the payment could have been made to the relevant Lender without a Tax
Deduction if it was a Qualifying Lender, but on that date that Lender is not or
has ceased to be a Qualifying Lender other than as a result of any change after
the date it became a Lender under this Agreement in (or in the interpretation,
administration, or application of) any law, or any published practice or
concession of any relevant taxing authority; or(ii)

the relevant Lender is a Treaty Lender and the Borrower is able to
demonstrate that the payment could have been made to the Lender without the Tax
Deduction, had that Lender complied with its obligations under paragraph (g)
below.  (e)

If the Borrower is required to make a Tax Deduction, it shall make that
Tax Deduction and any payment required in connection with that Tax
Deduction within the time allowed and in the minimum amount required
by law.(f)

Within thirty days of making either a Tax Deduction or any payment
required in connection with that Tax Deduction, the Borrower making
that Tax Deduction shall deliver to the Agent for the Finance Party
entitled to the payment evidence reasonably satisfactory to that Finance
Party that the Tax Deduction has been made or (as applicable) any
appropriate payment paid to the relevant taxing authority.(g)

A Treaty Lender and the Borrower shall co-operate in completing any
procedural formalities necessary for the Borrower to obtain authorisation
to make that payment without a Tax Deduction.  13.3

Tax indemnity  (a)

The Borrower shall (within three Business Days of demand by the Agent) pay to a
Protected Party an amount equal to the loss, liability or cost which that Protected
Party is able to demonstrate it has (directly or -25-




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indirectly) suffered for or on account of Tax by that Protected Party in respect of a
Finance Document.  (b)

Paragraph (a) above shall not apply:  (i)

with respect to any Tax assessed on a Finance Party:  (1)

under the law of the jurisdiction in which that Finance
Party is incorporated or, if different, the jurisdiction (or
jurisdictions) in which that Finance Party is treated as
resident for tax purposes; or(2)

under the law of the jurisdiction in which that Finance
Partys Facility Office is located in respect of amounts
received or receivable in that jurisdiction,  if that Tax is imposed on or calculated by reference to the net income received
or receivable (but not any sum deemed to be received or receivable) by that
Finance Party; or  (ii)

to the extent a loss, liability or cost:  (1)

is compensated for by an increased payment under
Clause 13.2 (Tax gross-up);or(2)

would have been compensated for by an increased
payment under Clause 13.2 (Tax gross-up)but was not so
compensated solely because one of the exclusions in
paragraph (d) of Clause 13.2 (Tax gross-up)applied.  (c)

A Protected Party making, or intending to make a claim under
paragraph (a) above shall promptly notify the Agent of the event which
will give, or has given, rise to the claim, setting out such event in
reasonable detail, following which the Agent shall notify the Borrower.(d)

A Protected Party shall, on receiving a payment from the Borrower under
this Clause 13.3, notify the Agent.  13.4

Tax CreditIf the Borrower makes a Tax Payment and the relevant Finance Party determines that:  (a)

a Tax Credit is attributable either to an increased payment of which that
Tax Payment forms part, or to that Tax Payment; and(b)

that Finance Party has obtained, utilised and retained that Tax Credit, -26-




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the Finance Party shall pay an amount to the Borrower which that Finance Party determines
will leave it (after that payment) in the same after-Tax position as it would have been in
had the Tax Payment not been required to be made by the Borrower.  13.5

Stamp taxesThe Borrower shall pay and, within three Business Days of 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.  13.6

Value added tax  (a)

All considerations expressed to be payable under a Finance Document by
any Party to a Finance Party shall be deemed to be exclusive of any
VAT. If VAT is chargeable on any supply made by any Finance Party to
any Party under or in connection with a Finance Document, that Party
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)

If VAT is chargeable on any supply made by any Finance Party (the
Supplier) to any other Finance Party (the Recipient) under a
Finance Document, and any Party (the Relevant Party) is required by
the terms of any Finance Document to pay an amount equal to the
consideration for such supply to the Supplier (rather than being required
to reimburse the recipient in respect of that consideration), such Party
shall also pay to the Supplier (in addition to and at the same time as
paying such amount) an amount equal to the amount of such VAT. The
Recipient will promptly pay to the Relevant Party an amount equal to
any credit or repayment from the relevant tax authority which it
reasonably determines relates to the VAT chargeable on that supply.(c)

Where a Finance Document requires any Party to reimburse a Finance
Party for any costs or expenses, that Party shall also at the same time pay
and indemnify the Finance Party against all VAT incurred by the Finance
Party in respect of the costs or expenses to the extent that the Finance
Party reasonably determines that neither it nor any other member of any
group of which it is a member for VAT purposes is entitled to credit or
repayment from the relevant tax authority in respect of the VAT.  14.

INCREASE/DECREASE IN COSTS14.1

Increased costs  (a)

Subject to Clause 14.3 (Exceptions)the Borrower shall within three Business
Days of a demand by the Agent pay for the account of a Finance Party the amount of any
Increased Costs incurred by that -27-




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Finance Party or any of its Affiliates as a result of (i) the introduction of or any
change in (or in the interpretation, administration 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 Facility or on a Finance
Partys (or its Affiliates) overall capital;(ii)

an additional or increased cost; or(iii)

a reduction of any amount due and payable under any Finance
Document,  which is incurred or suffered by a Finance Party or any of its Affiliates 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.14.2

Increased cost claims  (a)

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

Each Finance Party shall, as soon as practicable after a demand by the
Agent, provide a certificate confirming the amount of its Increased Costs
and setting out the calculation of such Increased Costs in reasonable
detail.  14.3

Exceptions  (a)

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

attributable to a Tax Deduction required by law to be made by the
Borrower;(ii)

compensated for by Clause 13.3 (Tax indemnity)(or would have been
compensated for under Clause 13.3 (Tax indemnity)but was not so compensated
solely because any of the exclusions in paragraph (b) of Clause 13.3 (Tax
indemnity)applied);(iii)

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

attributable to the wilful breach by the relevant Finance Party or
its Affiliates of any law or regulation. -28-




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(b)

In this Clause 14.3, a reference to a Tax Deductionhas the same meaning
given to the term in Clause 13.1 (Definitions).  14.4

Decrease in Costs  (a)

Subject to paragraph (e) below, each Lender who benefits from a
Decrease in Costs as a result of:  (i)

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

compliance with any law or regulation made after the date of
this Agreement  shall, promptly after a demand by the Borrower, pay the amount of any such Decrease in
Costs that a Lender benefited from since the date falling five Business Days after the
date on which a Lender has received the Borrowers request until the Termination Date
provided that a Lender who has notified the Borrower through the Agent that it wishes
its Commitment to be immediately cancelled and its participation in the Loans made to
the Borrower to be repaid in accordance with paragraph (d) below shall not be obliged
to pay any amount of any Decrease in Costs.  (b)

In this Agreement, Decrease in Costsmeans  (i)

an increase in the rate of return from the Facility or on a
Lenders (or its Affiliates) overall capital; or(ii)

a decrease in costs including without limitation any decrease
in costs caused by certain costs falling away in whole or in part,  to the extent that such rate of return is, or such costs are, attributable to that
Lender having entered into its Commitment or funding or performing its obligations
under any Finance Document.(c)

Each Lender shall, as soon as practicable after the demand of the
Borrower, provide a notice detailing the amount of its Decrease in Costs.(d)

Notwithstanding the obligation to pay the amount of any Decrease in
Costs, each Lender who has been expressly requested by the Borrower to
pay such amount shall be entitled to notify the Borrower through the
Agent within five Business Days following the receipt of such payment
request that it wishes its Commitment to be immediately cancelled and
its participation in the Loans made to the Borrower to be repaid and: -29-




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(i)

upon the Agent notifying the Borrower accordingly, the Commitment of that
Lender will be immediately cancelled; and(ii)

the Borrower shall repay that Lenders participation in the Loans
made to the Borrower on the last day of each Interest Period occurring after the
Agent has notified the Borrower.  (e)

Clause 8.6 (Restrictions)shall apply to this Clause 14.4 mutatis mutandis.
Paragraphs (a) to (d) of Clause 14.4 (Decrease in Costs)shall not apply to the extent
any Decrease in Costs is attributable to the operation of any of the provisions of the
Finance Documents.  15.

OTHER INDEMNITIES15.1

Currency indemnity  (a)

If any sum due from the Borrower 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 the Borrower;(ii)

obtaining or enforcing an order, judgment or award in relation to
any litigation or arbitration proceedings,  the Borrower shall as an independent obligation, within three 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)

The Borrower 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.  15.2

Other indemnitiesThe Borrower shall, within three Business Days of demand, indemnify each Finance Party
against any cost, loss or liability incurred by that Finance Party as a result of:  (a)

the occurrence of any Event of Default; -30-




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(b)

a failure by the Borrower 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 26 (Sharing among the Finance
Parties);(c)

funding, or making arrangements to fund, its participation in a Loan
requested by the 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 that Finance
Party alone); or(d)

a Loan (or part of a Loan) not being prepaid in accordance with a notice
of prepayment given by the Borrower.  15.3

Indemnity to the AgentThe Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred
by the Agent (acting reasonably) as a result of:  (a)

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

acting or relying on any notice, request or instruction which it reasonably
believes to be genuine, correct and appropriately authorised.  16.

MITIGATION BY THE LENDERS16.1

Mitigation  (a)

Each Finance Party shall, in consultation with the Borrower, take all
reasonable steps to mitigate any circumstances which arise and which
would result in any amount becoming payable under or pursuant to, or
cancelled pursuant to, any of Clause 8.1 (Illegality),Clause 13 (Tax
gross-up and indemnities),Clause 14.1 (Increased costs)or paragraph 3
of Schedule 4 (Mandatory Cost formulae)including (but not limited to)
transferring its rights and obligations under the Finance Documents to
another Affiliate or Facility Office.(b)

Paragraph (a) above does not in any way limit the rights and obligations
of the Borrower 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 opinion of that Finance Party (acting reasonably),
to do so might be prejudicial to it. -31-




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17.

COSTS AND EXPENSES17.1

Transaction expensesThe Borrower shall promptly on demand pay the Agent and the Mandated Lead Arrangers the
amount of all costs and expenses (including legal fees subject to any limitations provided
for in the Mandate Letter) reasonably incurred by any of them in connection with the
negotiation, preparation, printing, execution and syndication 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 costsIf the Borrower requests an amendment, waiver or consent, the Borrower shall, within three
Business Days of demand, reimburse the Agent for the amount of all costs and expenses
(including legal fees) reasonably incurred by the Agent in responding to, evaluating,
negotiating or complying with that request or requirement.17.3

Enforcement costsThe Borrower shall, within three Business Days of demand, pay to each Finance Party the
amount of all costs and expenses (including legal fees) incurred by that Finance Party in
connection with the enforcement of, or the preservation of any rights under, any Finance
Document. -32-




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SECTION 7
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT  18.

REPRESENTATIONSThe Borrower makes the representations and warranties set out in this Clause 18 to each
Finance Party on the date of this Agreement.18.1

Status  (a)

The Borrower is a stock corporation (Aktiengesellschaft),duly
incorporated and validly existing under the laws of Germany.(b)

The Borrower has the power to own its assets and carry on its business as
it is being conducted.  18.2

Binding obligationsThe obligations expressed to be assumed by it in each Finance Document are, subject to the
Reservations legal, valid, binding and enforceable obligations.18.3

Non-conflict with other obligationsThe 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 applicable to it;(b)

its or any of its Material Subsidiaries constitutional documents provided
that a Utilisation under this Agreement may require an Approval; or(c)

any agreement or instrument binding upon it or any of its Material
Subsidiaries.  18.4

Power and authorityIt has the power to enter into, perform and deliver, and has taken all necessary action to
authorise its entry into, performance and delivery of, the Finance Documents to which it is
a party and the transactions contemplated by those Finance Documents provided that a
Utilisation under this Agreement may require an Approval.18.5

Governing law and enforcementSubject to the Reservations:  (a)

The choice of German law as the governing law of the Finance Documents will be
recognised and enforced in its jurisdiction of incorporation. -33-




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(b)

Any judgment obtained in the Federal Republic of Germany in relation to a Finance
Document will be recognised and enforced in its jurisdiction of incorporation.  18.6

Deduction of TaxIt is not required to make any deduction for or on account of Tax from any payment it may
make under any Finance Document.18.7

No filing or stamp taxesUnder the law of its jurisdiction of incorporation it is not necessary that the Finance
Documents be filed, recorded or enrolled with any court or other authority in that
jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the
Finance Documents or the transactions contemplated by the Finance Documents.18.8

No default  (a)

No Event of Default is continuing or might reasonably be expected to
result from the making of any Utilisation.(b)

No other event or circumstance is outstanding which constitutes a default
under any other agreement or instrument which is binding on it or any of
its Material Subsidiaries which is reasonably likely to have a Material
Adverse Effect.  18.9

No misleading information  (a)

Any factual information provided by the Borrower for the purposes of
the Information Memorandum was true and accurate in all material
respects as at the date it was provided or as at the date (if any) at which it
is stated.(b)

The financial projections contained in the Information Memorandum
have been prepared on the basis of recent historical information and on
the basis of reasonable assumptions.(c)

Nothing has occurred or been omitted from the Information
Memorandum and no information has been given or withheld that results
in the information contained in the Information Memorandum being
untrue or misleading in any material respect.  18.10

Financial statements  (a)

Its Original Financial Statements were prepared in accordance with GAAP
consistently applied. -34-




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(b)

Its Original Financial Statements fairly represent in accordance with applicable
GAAP its financial condition and operations during the relevant financial year.  18.11

Pari passu rankingIts payment obligations under the Finance Documents rank at least pari passuwith the claims
of all its other unsecured and unsubordinated creditors save those whose claims are
mandatorily preferred by any bankruptcy, insolvency, liquidation or other similar laws of
general application.18.12

No proceedings pending or threatenedNo material litigation, arbitration or administrative proceedings (other than disclosed in
the notes to the Original Financial Statements) of or before any court, arbitral body or
agency which are reasonably likely to be adversely determined and, if so determined, are
reasonably likely to have a Material Adverse Effect have (to the best of its knowledge and
belief) been started or threatened against it or any of its Material Subsidiaries.18.13

No material adverse changeNo material adverse change in the assets, business or financial condition of the Borrower or
the Group taken as a whole, which could adversely affect the ability of the Borrower to
perform its payment obligations under the Finance Documents has occurred since the date to
which the Original Financial Statements relate.18.14

RepetitionThe Repeating Representations are made by the Borrower on the date of each Utilisation
Request in the related Utilisation Request and are deemed to be made by the Borrower on the
first day of each Interest Period (in each case by reference to the facts and circumstances
then existing) provided that the Repeating Representations set out in Clauses 18.3 (b)
(Non-conflict with other obligations)and 18.4 (Power and authority)are in each case made in
the form set out in the Utilisation Request (provided that where they are deemed to be made
by the Borrower on the first day of an Interest Period in the form set out in the Utilisation
Request they are deemed to be made by reference to the facts and circumstances existing on
the first day of such Interest Period).19.

INFORMATION UNDERTAKINGSThe undertakings in this Clause 19 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. -35-




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19.1

Financial statementsThe Borrower shall supply to the Agent in sufficient copies for all the Lenders:  (a)

as soon as the same become available, but in any event within 150 days
after the end of each of its financial years:  (i)

its audited unconsolidated annual financial statements for that
financial year; and(ii)

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

as soon as the same become available, but in any event within 90 days
after the end of the relevant financial quarter of each of its financial years
and only to the extent produced its unaudited interim reports published
pursuant to section 63 of the Exchange Rules (Börsenordnung)for the
Frankfurt Stock Exchange (Frankfurter Wertpapierbörse)for the first, the
second and the third quarter of each of its financial years.  19.2

Requirements as to financial statements  (a)

Each set of annual financial statements delivered by the Borrower
pursuant to Clause 19.1 (Financial statements)shall be certified by two
directors of the Borrower as in accordance with applicable GAAP fairly
representing its financial condition as at the date which those financial
statements were drawn up.(b)

The Borrower shall subject to Clause 19.2(c) and (d) (Requirements as to
financial statements)below procure that each set of financial statements
of the Borrower delivered pursuant to Clause 19.1 (Financial statements)
is prepared using GAAP and accounting practices and financial reference
periods consistent with those applied in the preparation of the Original
Financial Statements for the Borrower, unless in relation to any set of
financial statements, it notifies the Agent that there has been a material
change in GAAP, the accounting practices or reference periods in each
case referred to in the notes, if any, to such financial statements provided
that the Borrower is not obliged to make such notification referred to in
this paragraph prior to supplying the financial statements to which such
notification related in accordance with Clause 19.1 (Financial
statements).Upon such notification the Agent acting reasonably shall be
entitled to request the Borrower to deliver to the Agent:  (i)

a description of any change necessary for those financial statements
to reflect the GAAP, accounting practices and reference periods upon which the
Borrowers Original Financial Statements were prepared; and -36-




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(ii)

sufficient information, in form and substance as may be reasonably required by
the Agent to enable the Lenders to make an accurate comparison between the financial
position indicated in those financial statements and the Borrowers Original Financial
Statement provided that nothing herein shall be interpreted so as to entitle the Agent
to request any information from the Borrower the generation of which is either unduly
onerous or impracticable for the Borrower.  (c)

The Borrower may change the accounting principles applied to the consolidated financial
statements of the Group from US GAAP to IFRS or any other accounting principles which the
Borrower may legally be required to adhere to. The Borrower shall notify the Agent of such
change of the accounting principles applied to the consolidated financial statements of the
Group when for the first time supplying the consolidated financial statements of the Group
prepared on such changed basis in accordance with Clause 19.1 (Financial statements).In the
event of any such change to the basis on which the consolidated financial statements of the
Group are prepared the Borrower shall upon request of the Agent promptly supply the Agent with
sufficient information in form and substance as may be reasonably required by the Agent,
prepared on the same basis as the Original Financial Statements to enable the Lenders to make
a proper comparison between the financial position shown by any set of financial statements
prepared on such changed basis and that under the Original Financial Statements, provided that
nothing herein shall be interpreted so as to entitle the Agent to request any information from
the Borrower the generation of which is either unduly onerous or impracticable for the
Borrower and further provided that the Agent may only request such information with regard to
the set of financial statements supplied pursuant to Clause 19.1(a)(ii) or 19.1(b) (Financial
statements)as the case may be to which the notification referred to above relates and in
addition  (i)

if such notification is in relation to a set of financial statements supplied
pursuant to Clause 19.1(a)(ii) (Financial statements)the next set of financial
statements supplied pursuant to Clause 19.1(b) (Financial statements);or(ii)

if such notification is in relation to a set of financial statements supplied
pursuant to Clause 19.1(b) (Financial statements)the next set of financial statements
supplied pursuant to Clause 19.1(a)(ii) (Financial statements). -37-




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(d)

Nothing herein shall be interpreted so as to limit the right of the Borrower to
prepare consolidated financial statements of the Group applying US GAAP accounting
principles and parallel consolidated financial statements of the Group applying IFRS
accounting principles or any other accounting principles which the Borrower may legally
be required to adhere to, as the case may be, provided that the Borrower shall not be
obliged to notify the Agent of such parallel accounting. Upon the occurrence of a
change as contemplated in Clause 19.2(c) (Requirements as to financial statements)the
Lenders acting through the Agent however may not request the information referred to in
Clause 19.2(c) (Requirements as to financial statements)if and to the extent the
Borrower has provided a set of financial statements prepared on the basis of the
accounting principles applied in parallel with each set of financial statements
supplied pursuant to Clause 19.1(a)(ii) and 19.1(b) (Financial statements)immediately
prior to such change.  19.3

Information: miscellaneousThe Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the
Agent so requests):  (a)

all documents dispatched in paper form by the Borrower to its
shareholders (or any class of them) or its creditors generally at the same
time as they are dispatched;(b)

promptly upon becoming aware of them, the details of any litigation,
arbitration or administrative proceedings which are current, threatened or
pending against any member of the Group and which if adversely
determined are reasonably likely to have a Material Adverse Effect; and(c)

promptly, such other appropriate information regarding the financial
condition, business and operations of the Group as the Agent or any
Finance Party (through the Agent) may reasonably request in accordance
with generally established customary banking practice and/or regulatory
requirements. However, no information shall be requested with reference
to generally established customary banking practice if this information
does not fall into the type and scope of information required to be
publicly disclosed under the current Exchange Rules (Börsenordnung)
for the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse)
published by Deutsche Börse AG regarding issuers whose shares are
admitted for trading in the official market (Amtlicher Markt)of the
Frankfurt Stock Exchange and are quoted in the related Prime Standard
segment, taking into account any disclosure exemptions agreed between
the Borrower and Deutsche Börse AG. -38-




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19.4

Notification of default  (a)

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

Promptly upon a request by the Agent, the Borrower shall supply to the
Agent a certificate signed by two of its directors or senior officers on its
behalf certifying that no Default is continuing (or if a Default is
continuing, specifying the Default and the steps, if any, being taken to
remedy it).  19.5

Use of Websites  (a)

The Borrower may satisfy its obligation under this Agreement to deliver
any information in relation to those Lenders (the Website Lenders)
who accept this method of communication by posting this information
onto an electronic website designated by the Borrower and the Agent
(the Designated Website) if:  (i)

the Agent expressly agrees (after consultation with each of the
Lenders) that it will accept communication of the information by this method;(ii)

both the Borrower and the Agent are aware of the address of and any
relevant password specifications for the Designated Website; and(iii)

the information is in a format previously agreed between the
Borrower and the Agent.  If any Lender (a Paper Form Lender) does not agree to the delivery of information
electronically then the Agent shall notify the Borrower accordingly and the Borrower
shall supply the information to the Agent (in sufficient copies for each Paper Form
Lender) in paper form. In any event the Borrower shall supply the Agent with at least
one copy in paper form of any information required to be provided by it.(b)

The Agent shall supply each Website Lender with the address of and any
relevant password specifications for the Designated Website following
designation of that website by the Borrower and the Agent.(c)

The Borrower shall promptly upon becoming aware of its occurrence
notify the Agent if:  (i)

the Designated Website cannot be accessed due to technical failure; - 39 -




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(ii)

the password specifications for the Designated Website change;(iii)

any new information which is required to be provided under this
Agreement is posted onto the Designated Website;(iv)

any existing information which has been provided under this
Agreement and posted onto the Designated Website is amended; or(v)

the Borrower becomes aware that the Designated Website or any
information posted onto the Designated Website is or has been infected by any
electronic virus or similar software.  If the Borrower notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above,
all information to be provided by the Borrower under this Agreement after the date of
that notice shall be supplied in paper form unless and until the Agent and each
Website Lender is satisfied that the circumstances giving rise to the notification are
no longer continuing.(d)

Any Website Lender may request, through the Agent, one paper copy of any
information required to be provided under this Agreement which is posted onto the
Designated Website. The Borrower shall comply with any such request within ten Business
Days.  19.6

Know your customer checks  (a)

If:  (i)

the introduction of or any change in (or in the interpretation,
administration or application of) any law or regulation made after the date of
this Agreement;(ii)

any change in the status of the Borrower or the composition of the
shareholders of the Borrower after the date of this Agreement; or(iii)

a proposed assignment or transfer by a Lender of any of its rights
and obligations under this Agreement to a party that is not a Lender prior to
such assignment or transfer,  obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any
prospective new Lender) to comply with know your customer or similar identification
procedures in circumstances where the necessary information is not already available
to it, the Borrower shall promptly upon the request of the Agent or any Lender supply,
or procure the - 40 -




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supply of, such documentation and other evidence as is reasonably requested by the
Agent (for itself or on behalf of any Lenders) or any Lender (for itself or in the
event described in paragraph (iii) above, on behalf of any prospective new Lenders) in
order for the Agent, such Lender or, in the event described in paragraph (iii) above,
any prospective new Lender to carry out and be satisfied it has complied with all
necessary know your customer or other similar checks under all applicable laws and
regulations pursuant to the transactions contemplated in the Finance Documents.(b)

Each Lender shall promptly upon the request of the Agent supply, or procure the
supply of, such documentation and other evidence as is reasonably requested by the
Agent (for itself) in order for the Agent to carry out and be satisfied it has complied
with all necessary know your customer or other similar checks under all applicable
laws and regulations pursuant to the transactions contemplated in the Finance
Documents.  20.

GENERAL UNDERTAKINGSThe 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

AuthorisationsThe Borrower shall promptly:  (a)

obtain, comply with and do all that is necessary to maintain in full force
and effect; and(b)

supply certified copies to the Agent of,  any Authorisation required under any law or regulation of its jurisdiction of incorporation
to enable it to perform its obligations under the Finance Documents and to ensure the
legality, validity, enforceability or admissibility in evidence in its jurisdiction of
incorporation of any Finance Document.20.2

Compliance with lawsThe Borrower shall comply in all respects with all laws to which it may be subject, if
failure so to comply would have a Material Adverse Effect.20.3

Negative pledge  (a)

The Borrower shall not (and the Borrower shall ensure that no Material
Subsidiary will) create or permit to subsist any Security over any of its assets to
secure Financial Indebtedness. - 41 -




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(b)

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

any Security listed in Schedule 6 (Existing Security)except to the extent the
principal amount secured by that Security exceeds the amount stated in that Schedule;(ii)

any Security arising by operation of law (or by an agreement having the same
effect) in the ordinary course of business;(iii)

any Security arising under general business conditions in the ordinary course
of business, including without limitation of any bank with whom the Borrower or a
Material Subsidiary maintains a banking relationship;(iv)

any Security over assets acquired if the Security is not created in
contemplation of the acquisition of that asset by the Borrower or the relevant Material
Subsidiary and the principal amount secured has not been increased in contemplation of
or since such acquisition and the Security is removed or discharged within 12 months of
the date of the effective acquisition of such asset;(v)

any Security over an asset of any member of the Group (other than the Borrower)
which becomes a Material Subsidiary after the date of this Agreement (whether an
existing member of the Group or any other entity which is acquired by a member of the
Group after the date of this Agreement and upon such acquisition qualifies as Material
Subsidiary) where such Security is created prior to the date on which it can be
determined that the respective member of the Group has become a Material Subsidiary
(such determination to be made as contemplated in the definition of Material
Subsidiary) or where the Material Subsidiary is an entity acquired after the date of
this Agreement and upon such acquisition qualifies as a Material Subsidiary, such
Security is created prior to and not in contemplation of such acquisition;(vi)

any Security arising in connection with conditional sale and retention of title
agreements;(vii)

any Security arising pursuant to or in connection with:  (1)

finance leases;(2)

securities lending transactions (including without
limitation repurchase transactions); - 42 -




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(3)

the sale, transfer or other disposal of receivables on
recourse terms;(4)

cash management arrangements;(5)

netting or set-off arrangements; or(6)

framework / master agreements relating to derivativestransactions;  (viii)

any Security over any asset held in Clearstream or Euroclear or any other
securities depository or any clearing house in favour of any such securities
depository or clearing house;(ix)

any Security granted to another member of the Group;(x)

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

any Security created or subsisting to secure any obligations
incurred in order to comply with the requirements of Section 8a of the German
Altersteilzeitgesetz(if and to the extent the obligations so secured constitute
Financial Indebtedness); and(xii)

any Security for Financial Indebtedness the amount of which (when
aggregated with the amount of any other Financial Indebtedness which has the
benefit of Security not permitted under the preceding exceptions) does not exceed
Euro 250,000,000 (following conversion into Euro, if necessary) at any time.  20.4

Disposals  (a)

The Borrower shall not (and the Borrower shall ensure that no Material
Subsidiary will) enter into a single transaction or a series of transactions
(whether related or not) and whether voluntary or involuntary to sell,
lease, transfer or otherwise dispose of all or a substantial part of their
respective assets.(b)

Paragraph (a) above does not apply to any sale, lease, transfer or other
disposal:  (i)

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

made on arms length terms; - 43 -




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(iii)

made in exchange for other assets comparable or superior as to type,
value and quality;(iv)

made by one member of the Group to another member of the Group;
or(v)

required by law or any governmental authority or agency.  20.5

MergerThe Borrower shall not enter into any merger (Verschmelzung),unless the entity surviving
the merger, in case it is the Borrower, retains, or in case it is the entity the Borrower is
merged with, assumes all the obligations of the Borrower under the Finance Documents by
operation of law or otherwise and the creditworthiness of such surviving entity is equal to
or better than the creditworthiness of the Borrower immediately prior to the merger.20.6

Change of businessThe Borrower 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.20.7

InsuranceThe Borrower shall maintain insurances on and in relation to its business and assets with
reputable underwriters or insurance companies against those risks and to the extent as is
usual for companies carrying on the same or substantially similar business where failure to
do so could have a Material Adverse Effect.20.8

Pari passurankingThe Borrower shall procure that the claims of the Finance Parties against the Borrower under
the Finance Documents rank at least pari passuwith the claims of all its other unsecured and
unsubordinated creditors save those whose claims are mandatorily preferred by any bankruptcy,
insolvency, liquidation or other similar laws of general application.21.

EVENTS OF DEFAULTEach of the events or circumstances set out in Clause 21 is an Event of Default. Without
prejudice to the provisions of this Agreement, Section 490(1) of the German Civil Code
(Bürgerliches Gesetzbuch, BGB)shall not apply.21.1

Non-paymentThe Borrower does not pay on the due date any amount payable pursuant to a Finance Document
at the place and in the currency in which it is expressed to be payable unless:  (a)

its failure to pay is caused by administrative or technical error; and - 44 -




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(b)

payment is made within three Business Days of its due date.  21.2

Other obligations  (a)

The Borrower does not comply with any other obligation of the Finance
Documents.(b)

No Event of Default under paragraph (a) above will occur if the failure to
comply is capable of remedy and is remedied within 14 Business Days of
the earlier of the Agent giving notice to the Borrower or the Borrower
becoming aware of the failure to comply.  21.3

MisrepresentationAny representation or statement made or deemed to be made by the Borrower in the Finance
Documents or any other document delivered by or on behalf of the Borrower under or in
connection with any Finance Document is or proves to have been incorrect or misleading in
any material respect when made or deemed to be made.21.4

Cross default  (a)

Any Financial Indebtedness of the Borrower or any Material Subsidiary
is not paid when due nor within any originally applicable grace period.(b)

Any Financial Indebtedness of the Borrower or any Material Subsidiary
is declared to be or otherwise becomes due and payable prior to its
specified maturity as a result of an event of default (however described).(c)

No Event of Default will occur under this Clause 21.4 if the aggregate
amount of Financial Indebtedness falling within paragraphs (a) and (b)
above is less than EUR 20 million (or its equivalent in any other
currency or currencies).  21.5

Insolvency  (a)

The Borrower or any of its Material Subsidiaries is unable or admits
inability to pay its debts as they fall due, suspends making payments on
any of its debts or, by reason of actual or anticipated financial
difficulties, commences negotiations with one or more of its creditors
with a view to rescheduling any of its indebtedness.(b)

The Borrower or any of its German Material Subsidiaries is over-
indebted within the meaning of Section 19 of the German Insolvency
Code (Insolvenzordnung)or unable to pay its debt within the meaning of
Section 17 of the German Insolvency Code.(c)

Any Material Subsidiary being a U.S. Company: - 45 -




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(i)

applies for, or consents to, the appointment of, or the taking of possession
by, a receiver, custodian, trustee, examiner or liquidator of itself or of all
or a substantial part of its property;(ii)

makes a general assignment for the benefit of its creditors;(iii)

commences a voluntary case under Chapter 11 of the United States of
America Code entitled Bankruptcy (or any successor thereof), as amended;(iv)

files a petition with respect to itself seeking to take advantage of
any other law relating to bankruptcy, insolvency, reorganization, liquidation,
dissolution, arrangement or winding up, or composition or readjustment of debts;
or(v)

takes any corporate action for the purpose of effecting any of the
foregoing with respect to itself.  21.6

Insolvency proceedingsAny corporate action, legal proceedings or other procedure or step is taken in relation to:  (a)

the opening of insolvency proceedings (including the taking of
preliminary measures of a German insolvency court under Section 21 of
the German Insolvency Code), the suspension of payments, a
moratorium of any indebtedness, winding-up, dissolution, administration
or reorganisation (by way of voluntary arrangement, scheme of
arrangement or otherwise) of the Borrower or a Material Subsidiary
(other than a U.S. Company) other than a liquidation or reorganisation, in
each case on a solvent basis, of a Material Subsidiary;(b)

a general composition, assignment or arrangement with any creditor of
the Borrower or a Material Subsidiary (other than a U.S. Company);(c)

the appointment of an insolvency administrator, a liquidator (other than
in respect of a solvent liquidation of a Material Subsidiary), receiver,
administrator, administrative receiver, compulsory manager or other
similar officer in respect of the Borrower or a Material Subsidiary (other
than a U.S. Company) or any of its assets; or(d)

in respect of any Material Subsidiary which is a U.S. Company, a
proceeding or case commenced, without the application or consent of
such U.S. Company, in any court of competent jurisdiction, seeking: - 46 -




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(i)

its reorganization, liquidation, dissolution, arrangement or winding-up or
the composition or readjustment of its debts;(ii)

the appointment of a receiver, custodian, trustee, examiner,
liquidator or the like of the U.S. Company or of all or any substantial part of
its property; or(iii)

similar relief in respect of the U.S. Company under any law
relating to the bankruptcy insolvency, reorganization, winding-up or composition
or adjustment of debts,  and any such proceeding or case referred to in paragraphs (i) to (iii) above continues
undismissed, or an order, judgment or decree approving or ordering any of the foregoing
is entered and continues unstayed and in effect, for a period of 60 or more days, or an
order for relief against the U.S. Company shall be entered in an involuntary case under
11 U.S.C. §101 et seq. of the United States of America Code entitled Bankruptcy (or any
successor thereto) as amended,or any analogous procedure or step is taken in any jurisdiction.21.7

Cessation of BusinessThe Borrower suspends or ceases to carry on (or threatens to suspend or cease to carry on)
all or a material part of its business.21.8

Invalidity/RepudiationAny Finance Document becomes invalid or ineffective or the Borrower repudiates a Finance
Document or evidences an intention to repudiate a Finance Document.21.9

AccelerationOn and at any time after the occurrence of an Event of Default which is continuing the Agent
may, and shall if so directed by the Majority Lenders, by notice to the Borrower:  (a)

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

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

declare that all or part of the Loans be payable on demand, whereupon
they shall immediately become payable on demand by the Agent on the - 47 -




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instructions of the Majority Lenders provided that such Loans (or part thereof) shall cease to be
payable on demand if no Event of Default is continuing whereupon such Loans shall continue to be
outstanding pursuant to the terms and conditions of this Agreement. - 48 -




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SECTION 8CHANGES TO PARTIES  22.

CHANGES TO THE LENDERS22.1

Assignments and transfers by the LendersSubject to this Clause 22, a Lender (the Existing Lender) may assign any of its rights or
transfer any of its rights and/or obligations, to another bank or financial institution or to
a trust, fund or other entity which is regularly engaged in or established for the purpose of
making, purchasing or investing in loans, securities or other financial assets (the New
Lender).22.2

Conditions of assignment or transfer  (a)

The prior written consent of the Borrower is required for an assignment
or transfer by an Existing Lender, unless the assignment or transfer is to
another Lender or an Affiliate of a Lender.(b)

The consent of the Borrower to an assignment or transfer must not be
unreasonably withheld or delayed. The Borrower will be deemed to have
given its consent ten Business Days after the Existing Lender has
requested it unless consent is expressly refused by the Borrower within
that time.(c)

The consent of the Borrower to an assignment or transfer must not be
withheld solely because the assignment or transfer may result in an
increase to the Mandatory Cost.(d)

An assignment will only be effective on:  (i)

receipt by the Agent of written confirmation from the New Lender (in
form and substance satisfactory to the Agent) that the New Lender will assume the
same obligations to the other Finance Parties as it would have been under if it
was an Original Lender; and(ii)

performance by the Agent of all know your customer or other checks
relating to any person that it is required to carry out in relation to such
assignment to a New Lender, the completion of which the Agent shall promptly
notify to the Existing Lender and the New Lender.  (e)

A transfer will only be effective if the procedure set out in Clause 22.5
(Procedure for transfer) is complied with. - 49 -




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(f)

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, the Borrower 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 and indemnities)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.  22.3

Assignment or transfer feeThe New Lender shall, on the date upon which an assignment or transfer takes effect, pay to
the Agent (for its own account) a fee of EUR 1,750.22.4

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 the Borrower or any Material Subsidiary;(iii)

the performance and observance by the Borrower 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. - 50 -




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(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 the
Borrower 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 the Borrower 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 22; or(ii)

support any losses directly or indirectly incurred by the New Lender
by reason of the non-performance by the Borrower of its obligations under the
Finance Documents or otherwise.  22.5

Procedure for transfer  (a)

Subject to the conditions set out in Clause 22.2 (Conditions of
assignment or transfer)an assignment or transfer (Vertragsübernahme)
is effected in accordance with paragraph (b) below when the Agent
executes an otherwise duly completed Transfer Certificate delivered to it
by the Existing Lender and the New Lender. The Agent shall, subject to
paragraph (b) below, 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)

The Agent shall only be obliged to execute a Transfer Certificate
delivered to it by the Existing Lender and the New Lender once it is
satisfied it has complied with all necessary know your customer or
other similar checks under all applicable laws and regulations in relation
to the transfer to such New Lender.(c)

On the Transfer Date:  (i)

to the extent that in the Transfer Certificate the Existing Lender
seeks to assign or transfer its rights and/or obligations under the - 51 -




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Finance Documents each of the Borrower and the Existing Lender shall be released
from further obligations towards one another under the Finance Documents and
their respective rights against one another under the Finance Documents shall be
cancelled (being the Discharged Rights and Obligations);(ii)

Each of the Borrower 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 the Borrower and the New
Lender have assumed and/or acquired the same in place of the Borrower and the
Existing Lender;(iii)

the 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 the Agent, the Mandated Lead Arrangers
and the Existing Lender shall each be released from further obligations to each
other under the Finance Documents; and(iv)

the New Lender shall become a Party as a Lender.  22.6

Copy of Transfer Certificate to BorrowerThe Agent shall, as soon as reasonably practicable after it has executed a Transfer
Certificate, send to the Borrower a copy of that Transfer Certificate.22.7

Disclosure of informationAny Lender may disclose to any of its Affiliates and any other person:  (a)

to (or through) whom that Lender assigns or transfers (or may potentially
assign or transfer) all or any of its rights and obligations under this
Agreement;(b)

with (or through) whom that Lender enters into (or may potentially enter
into) any sub-participation in relation to, or any other transaction under
which payments are to be made by reference to, this Agreement or the
Borrower; or(c)

to whom, and to the extent that, information is required to be disclosed
by any applicable law or regulation, - 52 -




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any information about the Borrower, the Group and the Finance Documents as that Lender shall
consider appropriate if, in relation to paragraphs (a) and (b) above, the person to whom the
information is to be given has entered into a Confidentiality Undertaking.23.

CHANGES TO THE BORROWERThe Borrower may not assign any of its rights or transfer any of its rights or obligations
under the Finance Documents. - 53 -




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SECTION 9
THE FINANCE PARTIES  24.

ROLE OF THE AGENT AND THE MANDATED LEAD ARRANGERS24.1

Appointment of the Agent  (a)

Each other Finance Party appoints the Agent to act as its agent under and
in connection with the Finance Documents.(b)

Each other Finance Party authorises the Agent to exercise the rights,
powers, authorities and discretions specifically given to the Agent under
or in connection with the Finance Documents together with any other
incidental rights, powers, authorities and discretions.(c)

The Agent shall be released from the restriction set out in Section 181 of
the German Civil Code (Bürgerliches Gesetzbuch, BGB).  24.2

Duties of the Agent  (a)

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

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

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

If the Agent is aware of the non-payment of any principal, interest,
commitment fee or other fee payable to a Finance Party (other than the
Agent or the Mandated Lead Arrangers) under this Agreement it shall
promptly notify the other Finance Parties.(e)

The Agents duties under the Finance Documents are solely mechanical
and administrative in nature.  24.3

Role of the Mandated Lead ArrangersExcept 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.24.4

No fiduciary duties  (a)

Nothing in this Agreement constitutes the Agent or the Mandated Lead
Arrangers as a trustee or fiduciary of any other person. - 54 -




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(b)

Neither the Agent nor any Mandated Lead Arrangers 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.  24.5

Business with the GroupThe Agent and the Mandated Lead Arrangers may accept deposits from, lend money to and
generally engage in any kind of banking or other business with any member of the Group.24.6

Rights and discretions of the Agent  (a)

The 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 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 21.1 (Non-payment));(ii)

any right, power, authority or discretion vested in any Party or the
Majority Lenders has not been exercised.  (c)

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

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

The Agent may disclose to any other Party any information it reasonably
believes it has received as agent under this Agreement.(f)

Notwithstanding any other provision of any Finance Document to the
contrary, neither the Agent nor the Mandated Lead Arrangers are obliged
to do or omit to do anything if it would or might in its reasonable opinion
constitute a breach of any law or regulation or a breach of a fiduciary
duty or duty of confidentiality. - 55 -




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24.7

Majority Lenders instructions  (a)

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

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

The 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 Agent may act (or refrain from taking
action) as it considers to be in the best interest of the Lenders.(e)

The Agent is not authorised to act on behalf of a Lender (without first
obtaining that Lenders consent) in any legal or arbitration proceedings
relating to any Finance Document.  24.8

Responsibility for documentationNeither the Agent nor any of the Mandated Lead Arrangers:  (a)

is responsible for the adequacy, accuracy and/or completeness of any
information (whether oral or written) supplied by the Agent, the
Mandated Lead Arrangers, the Borrower or any other person given in or
in connection with any Finance Document or the Information
Memorandum; 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.  24.9

Exclusion of liability  (a)

Without limiting paragraph (b) below, the Agent will not be liable for any
action taken by it under or in connection with any Finance - 56 -




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Document, unless directly caused by its gross negligence or wilful misconduct.(b)

No Party (other than the Agent) may take any proceedings against any
officer, employee or agent of the Agent in respect of any claim it might
have against the Agent or in respect of any act or omission of any kind
by that officer, employee or agent in relation to any Finance Document.(c)

The 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 Agent if the 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 Agent for that purpose.(d)

Nothing in this Agreement shall oblige the Agent or any Mandated Lead
Arrangers to carry out any know your customer or other checks in
relation to any person on behalf of any Lender and each Lender confirms
to the Agent and the Mandated Lead Arrangers that it is solely
responsible for any such checks it is required to carry out and that it may
not rely on any statement in relation to such checks made by the Agent or
the Mandated Lead Arrangers.  24.10

Lenders indemnity to the AgentEach Lender shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately prior to their
reduction to zero) indemnify the Agent, within three Business Days of demand, against any
cost, loss or liability incurred by the Agent (otherwise than by reason of the Agents gross
negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the
Agent has been reimbursed by the Borrower pursuant to a Finance Document).24.11

Resignation of the Agent  (a)

The Agent may resign and appoint one of its Affiliates acting through an
office in Frankfurt, London or Luxembourg as successor by giving notice
to the other Finance Parties and the Borrower.(b)

Alternatively the Agent may resign by giving notice to the other Finance
Parties and the Borrower, in which case the Majority Lenders (after
consultation with the Borrower) may appoint a successor Agent.(c)

If the Majority Lenders have not appointed a successor Agent in
accordance with paragraph (b) above within 30 days after notice of
resignation was given, the Agent (after consultation with the Borrower)
may appoint a successor Agent. - 57 -




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(d)

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

The Agents resignation notice shall only take effect upon the
appointment of a successor.(f)

Upon the appointment of a successor, the retiring Agent shall be
discharged from any further obligation in respect of the Finance
Documents but shall remain entitled to the benefit of this Clause 24. 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.(g)

After consultation with the Borrower, the Majority Lenders may, by
notice to the Agent, require it to resign in accordance with paragraph (b)
above. In this event, the Agent shall resign in accordance with
paragraph (b) above.  24.12

Confidentiality  (a)

In acting as agent for the Finance Parties, the 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
Agent, it may be treated as confidential to that division or department
and the Agent shall not be deemed to have notice of it.  24.13

Relationship with the Lenders  (a)

The 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 five Business Days prior notice from that Lender
to the contrary in accordance with the terms of this Agreement.(b)

Each Lender shall supply the Agent with any information required by the
Agent in order to calculate the Mandatory Cost in accordance with
Schedule 4 (Mandatory Cost formulae).  24.14

Credit appraisal by the LendersWithout affecting the responsibility of the Borrower for information supplied by it or on its
behalf in connection with any Finance Document, each Lender confirms to the Agent and the
Mandated Lead Arrangers that it has been, and will continue to be, solely responsible for
making its own independent appraisal - 58 -




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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 member of the Group;(b)

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

whether that 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 the Information
Memorandum and any other information provided by the Agent, any
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.  24.15

Reference BanksIf 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 Agent shall (in consultation with the Borrower) appoint
another Lender or an Affiliate of a Lender to replace that Reference Bank.24.16

Deduction from amounts payable by the AgentIf any Party owes an amount to the Agent under the Finance Documents the Agent may, after
giving notice to that Party, deduct an amount not exceeding that amount from any payment to
that Party which the Agent would otherwise be obliged to make under the Finance Documents
and apply the amount deducted in or towards satisfaction of the amount owed. For the
purposes of the Finance Documents that Party shall be regarded as having received any amount
so deducted. - 59 -




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25.

CONDUCT OF BUSINESS BY THE FINANCE PARTIESUnless expressly provided for otherwise in this Agreement 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.  26.

SHARING AMONG THE FINANCE PARTIES26.1

Payments to Finance PartiesIf a Finance Party (a Recovering Finance Party) receives or recovers any amount from the
Borrower other than in accordance with Clause 27 (Payment mechanics)and applies that amount
to a payment due under the Finance Documents then:  (a)

the Recovering Finance Party shall, within three Business Days, notify
details of the receipt or recovery, to the Agent;(b)

the Agent shall determine whether the receipt or recovery is in excess of
the amount the Recovering Finance Party would have been paid had the
receipt or recovery been received or made by the Agent and distributed
in accordance with Clause 27 (Payment mechanics),without taking
account of any Tax which would be imposed on the Agent in relation to
the receipt, recovery or distribution; and(c)

the Recovering Finance Party shall, within three Business Days of
demand by the Agent, pay to the Agent an amount (the Sharing
Payment) equal to such receipt or recovery less any amount which the
Agent determines may be retained by the Recovering Finance Party as its
share of any payment to be made, in accordance with Clause 27.5
(Partial payments).  26.2

Redistribution of paymentsThe Agent shall treat the Sharing Payment as if it had been paid by the Borrower and
distribute it between the Finance Parties (other than the Recovering Finance Party) in
accordance with Clause 27.5 (Partial payments). - 60 -




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26.3

Recovering Finance Partys rightsOn a distribution by the Agent under Clause 26.2 (Redistribution of payments),each Finance
Party will assign to the Recovering Finance Party the claim to which the Sharing Payment is
allocated and the Borrower shall be liable to the Recovering Finance Party in an amount
equal to the Sharing Payment.26.4

Reversal of redistributionIf any part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party, then:  (a)

each Finance Party which has received a share of the relevant Sharing
Payment pursuant to Clause 26.2 (Redistribution of payments)shall,
upon request of the Agent, pay to the Agent for account of that
Recovering Finance Party an amount equal to the appropriate part of its
share of the Sharing Payment (together with an amount as is necessary to
reimburse that Recovering Finance Party for its proportion of any interest
on the Sharing Payment which that Recovering Finance Party is required
to pay); and(b)

that Recovering Finance Partys rights of assignment in respect of any
reimbursement shall be cancelled and the Recovering Finance Party shall
re-assign to the relevant Finance Party any claim assigned to it by that
Finance Party pursuant to clause 26.3 (Recovering Finance Partys
rights).  26.5

Exceptions  (a)

This Clause 26 shall not apply to the extent that the Recovering Finance
Party would not, after making any payment pursuant to this Clause, have
a valid and enforceable claim against the Borrower.(b)

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

it notified that other Finance Party of the legal or arbitration
proceedings; and(ii)

that other Finance Party had an opportunity to participate in those
legal or arbitration proceedings but did not do so as soon as reasonably
practicable having received notice and did not take separate legal or arbitration
proceedings. - 61 -




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SECTION 10
ADMINISTRATION  27.

PAYMENT MECHANICS27.1

Payments to the Agent  (a)

On each date on which the Borrower or a Lender is required to make a
payment under a Finance Document, the Borrower or Lender shall make
the same available to the 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 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 of any member state of the European Union participating
in the third stage of the Economic and Monetary Union or London) with
such bank as the Agent specifies.  27.2

Distributions by the AgentEach payment received by the Agent under the Finance Documents for another Party shall,
subject to Clause 27.3 (Distributions to the Borrower),Clause 27.4 (Clawback)and Clause
24.16 (Deduction from amounts payable by the Agent)be made available by the Agent as soon
as practicable after receipt to the Party entitled to receive payment in accordance with
this Agreement (in the case of a Lender, for the account of its Facility Office), to such
account as that Party may notify to the Agent by not less than five 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 certain member states or London).27.3

Distributions to the BorrowerThe Agent may (with the consent of the Borrower or in accordance with Clause 28 (Set-off))
apply any amount received by it for the Borrower in or towards payment (on the date and in
the currency and funds of receipt) of any amount due from the Borrower under the Finance
Documents or in or towards purchase of any amount of any currency to be so applied.27.4

Clawback  (a)

Where a sum is to be paid to the Agent under the Finance Documents for another
Party, the Agent is not obliged to pay that sum to that other Party (or to enter into
or perform any related exchange contract) until it has been able to establish to its
satisfaction that it has actually received that sum. - 62 -




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(b)

If the Agent pays an amount to another Party and it proves to be the case that the
Agent had not actually received that amount, then the Party to whom that amount (or the
proceeds of any related exchange contract) was paid by the Agent shall on demand refund
the same to the Agent together with interest on that amount from the date of payment to
the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.  27.5

Partial payments  (a)

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

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

secondly, in or towards payment pro rataof any accrued interest,
fee or commission due but unpaid under this Agreement;(iii)

thirdly, in or towards payment pro rataof any principal due but
unpaid under this Agreement; and(iv)

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

The Agent shall, if so directed by the Majority Lenders, vary the order
set out in paragraphs (a)(ii) to (iv) above.(c)

Paragraphs (a) and (b) above will override any appropriation made by the
Borrower.  27.6

No set-off by the BorrowerAll payments to be made by the Borrower under the Finance Documents shall be calculated and
be made without (and free and clear of any deduction for) set-off or counterclaim.27.7

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). - 63 -




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(b)

During any extension of the due date for payment of any principal or Unpaid Sum
under this Agreement interest is payable on the principal or Unpaid Sum at the rate
payable on the original due date.  27.8

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 the Borrower under any Finance Document.(b)

A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid
Sum shall be made in the currency in which that Loan 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.(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.  28.

SET-OFFA Finance Party may set off any matured obligation due from the Borrower under the Finance
Documents (to the extent beneficially owned by that Finance Party) against any matured
obligation owed by that Finance Party to the Borrower; 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.29.

NOTICES29.1

Communications in writingAny 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. - 64 -




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29.2

AddressesThe address and fax number (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:  (a)

in the case of the Borrower, that identified with its name below;(b)

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

in the case of the Agent, that identified with its name below,  or any substitute address or fax number or department or officer as the Party may notify to
the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent)
by not less than five Business Days notice.29.3

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, when received in legible form; or(ii)

if by way of letter, when it has been left at the relevant address
or five Business Days after being deposited in the post postage prepaid in an
envelope addressed to it at that address,  and, if a particular department or officer is specified as part of its address details
provided under Clause 29.2 (Addresses),if addressed to that department or officer.  (b)

Any communication or document to be made or delivered to the Agent
will be effective only when actually received by the Agent and then only
if it is expressly marked for the attention of the department or officer
identified with the Agents signature below (or any substitute department
or officer as the Agent shall specify for this purpose).(c)

All notices from or to the Borrower shall be sent through the Agent.  29.4

Notification of address and fax numberPromptly upon receipt of notification of an address and fax number or change of address or
fax number pursuant to Clause 29.2 (Addresses)or changing its own address or fax number, the
Agent shall notify the other Parties. - 65 -




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29.5

Electronic communication  (a)

Any communication to be made between the Agent and a Lender under
or in connection with the Finance Documents may be made by electronic
mail or other electronic means, if the Agent and the relevant Lender:  (i)

agree that, unless and until notified to the contrary, this is to be
an accepted form of communication;(ii)

notify each other in writing of their electronic mail address and/or
any other information required to enable the sending and receipt of information
by that means; and(iii)

notify each other of any change to their address or any other such
information supplied by them.  (b)

Any electronic communication made between the Agent and a Lender
will be effective only when actually received in readable form and in the
case of any electronic communication made by a Lender to the Agent
only if it is addressed in such a manner as the Agent shall specify for this
purpose.  29.6

English language  (a)

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

All other documents (other than the documents referred to in paragraphs
(1) and (2) of Schedule 2 (Conditions Precedent))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 Agent, accompanied by a
certified English translation and, in this case, the English translation will
prevail unless the document is a constitutional, statutory or other official
document.  30.

CALCULATIONS AND CERTIFICATES30.1

AccountsIn 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 (Beweis des ersten Anscheins)of the matters to which they relate. - 66 -




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30.2

Certificates and DeterminationsAny 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 (Beweis des ersten
Anscheins)of the matters to which it relates.30.3

Day count conventionAny 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 European interbank market differs, in
accordance with that market practice.31.

PARTIAL INVALIDITYIf, 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. The invalid or unenforceable provision shall be deemed replaced by such
valid, legal or enforceable provision which comes as close as possible to the original intent
of the parties and the invalid, legal or unenforceable provision.32.

REMEDIES AND WAIVERSNo 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.33.

AMENDMENTS AND WAIVERS33.1

Required consents  (a)

Subject to Clause 33.2 (Exceptions)any term of the Finance Documents
may be amended or waived only with the consent of the Majority
Lenders and the Borrower and any such amendment or waiver will be
binding on all Parties.(b)

The Agent may effect, on behalf of any Finance Party, any amendmentor waiver permitted by this Clause.  33.2

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); - 67 -




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(ii)

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

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

an increase in or an extension of any Commitment;(v)

a change to the Borrower;(vi)

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

Clause 2.2 (Finance Parties rights and obligations),Clause 22
(Changes to the Lenders)or this Clause 33,  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 the Agent
or the Mandated Lead Arrangers may not be effected without the consent of the Agent or
the Mandated Lead Arrangers.  34.

MISCELLANEOUS34.1

CounterpartsEach 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.34.2

Borrowing for own benefitThe Borrower hereby confirms that it is the beneficiary within the meaning of Section 8 of
the German Money Laundering Act (Gesetz über das Aufspüren von Gewinnen aus schweren
Straftaten (Geldwäschegesetz))for each part of the Facility made available to it. - 68 -




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SECTION 11
GOVERNING LAW AND ENFORCEMENT  35.

GOVERNING LAWThis Agreement is governed by the laws of the Federal Republic of Germany.36.

JURISDICTIONThe district court (Landgericht)of Frankfurt am Main shall 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). - 69 -




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SCHEDULE 1
The Original Lenders Name of Original Lender
    
    
    Commitment(EUR)ABN Amro Bank N.V., Niederlassung Deutschland
    
    
    
    62,500,000.00Deutsche Bank Luxembourg S.A.
    
    
    
    62,500,000.00BNP Paribas Niederlassung Frankfurt am Main
    
    
    
    62,500,000.00JPMorgan Chase Bank
    
    
    
    62,500,000.00Barclays Bank PLC
    
    
    
    48,500,000.00HVB Banque Luxembourg Société Anonyme
    
    
    
    48,500,000.00Banco Bilbao Vizcaya Argentaria S.A.
    
    
    
    48,500,000.00Citigroup Global Markets Deutschland AG & Co. KGaA
    
    
    
    48,500,000.00Commerzbank Aktiengesellschaft
    
    
    
    48,500,000.00Dresdner Bank AG Niederlassung Luxemburg
    
    
    
    48,500,000.00Landesbank Hessen-Thüringen Girozentrale
    
    
    
    48,500,000.00ING Bank N.V.
    
    
    
    48,500,000.00Landesbank Baden-Württemberg, Singapore Branch
    
    
    
    48,500,000.00Société Générale SA
    
    
    
    48,500,000.00Sumitomo Mitsui Banking Corporation
    
    
    
    48,500,000.00The Royal Bank of Scotland plc, Niederlassung
Frankfurt
    
    
    
    48,500,000.00Banque Générale Du Luxembourg S.A.
    
    
    
    24,000,000.00Credit Suisse First Boston International
    
    
    
    24,000,000.00Deutsche Postbank AG Luxembourg Branch
    
    
    
    24,000,000.00HSBC Trinkaus & Burkhardt KGaA
    
    
    
    24,000,000.00Morgan Stanley Bank International Limited
    
    
    
    24,000,000.00Nordea Bank Danmark A/S
    
    
    
    24,000,000.00UBS Limited
    
    
    
    24,000,000.00TOTAL
    
    
    EUR 1,000,000,000.00
 - 70 -




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SCHEDULE 2
CONDITIONS PRECEDENT Documentary Conditions precedent to initial Utilisation  (1)

copy of the articles of association (Satzung)of the Borrower;(2)

recent and up-to-date certified copy of an excerpt from the competent
commercial register relating to the Borrower;(3)

specimen of the signatures of each person authorised to execute the
Finance Documents;(4)

legal opinion from Clifford Chance, legal advisors to the Mandated Lead
Arrangers and the Lenders;(5)

evidence that the fees, costs and expenses then due from the Borrower
pursuant to Clause 12 (Fees)and Clause 17 (Costs and Expenses)have
been paid or will be paid by the first Utilisation Date;(6)

a certificate of an authorised signatory of the Borrower certifying that
each copy document specified in this Schedule 2 is correct, complete and
in full force and effect as of a date no earlier than the date of this
Agreement.(7)

the Original Financial Statements of the Borrower. - 71 -




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SCHEDULE 3
Requests Utilisation Request  From:

SAP Aktiengesellschaft, Systeme, Anwendungen, Produkte in der Datenver-arbeitungTo:

[Agent]Dated:
Dear Sirs SAP Aktiengesellschaft, Systeme, Anwendungen, Produkte in der
Datenverarbeitung  [] Credit Facility Agreement dated [] (the Agreement)  1.

We refer to the Agreement. This is a Utilisation Request. Terms defined in the
Agreement have the same meaning in this Utilisation Request unless given a
different meaning in this Utilisation Request.2.

We wish to borrow a Loan on the following terms:Proposed Utilisation Date:                                          [] (or, if that is not a Business Day, the next Business Day)Currency of
Loan:                                                       []Amount:               
                                                       [] or, if less, the Available FacilityInterest
Period:                                                            []3.

We confirm that (i) each condition specified in Clause 4.2 (a) (i) (Further
conditions precedent)is satisfied on the date of this Utilisation Request and (ii)
the Repeating Representations are true in all material respects on the date of this
Utilisation Request provided that the Utilisation requested hereunder [does not
require an Approval]/[requires an Approval which has been duly obtained and is
in full force and effect]1 and accordingly with regard to the Utilisation
requested hereunder only, the Repeating Representations set out in Clauses 18.3(b)   1
    
    Delete as appropriate. If the requested Utilisation is subject to an Approval the Agent needs
to be provided with the evidence referred to in Clause 4.2 (b) (Further conditions
precedent) of the Agreement together with such Utilisation Request. - 72 -




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(Non-conflict with other obligations)and 18.4 (Power and authority)are made without the
proviso contained in each of them.4.

The proceeds of this Loan should be credited to [account].5.

This Utilisation Request is irrevocable. Yours faithfully   authorised signatory for SAP Aktiengesellschaft, Systeme, Anwendungen, Produkte in der Datenverarbeitung - 73 -




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SCHEDULE 4
Mandatory Cost Formulae  1.

The Mandatory Cost is an addition to the interest rate to compensate Lenders for
the cost of compliance with (a) the requirements of the Bank of England and/or
the Financial Services Authority (or, in either case, any other authority which
replaces all or any of its functions), or (b) the requirements of the European
Central Bank or any relevant regulatory authority in the United States of
America.2.

On the first day of each Interest Period (or as soon as possible thereafter) the
Agent shall calculate, as a percentage rate, a rate (the Additional Cost Rate)
for each Lender, in accordance with the paragraphs set out below. The
Mandatory Cost will be calculated by the Agent as a weighted average of the
Lenders Additional Cost Rates (weighted in proportion to the percentage
participation of each Lender in the relevant Loan) and will be expressed as a
percentage rate per annum.3.

The Additional Cost Rate for any Lender lending from a Facility Office in a
certain member state will be the percentage notified by that Lender to the Agent.This percentage will be certified by that Lender in its notice to the Agent to be
its reasonable determination of the cost (expressed as a percentage of that
Lenders participation in all Loans made from that Facility Office) of complying
with the minimum reserve requirements of the European Central Bank in respect
of loans made from that Facility Office.4.

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

in relation to a sterling Loan: AB + C(B - D) + Ex 0.01
    
    per cent. per annum100 - (A + C)
  (b)

in relation to a Loan in any currency other than 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 that Lender is from time to time required to maintain as an
interest free cash ratio deposit with the Bank of England to comply with cash ratio
requirements. - 74 -




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(B)

is the percentage rate of interest (excluding the Margin and the
Mandatory Cost and, if the Loan 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 Loan.(C)

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

is the percentage rate per annum payable by the Bank of England to the
Agent on interest bearing Special Deposits.(E)

is designed to compensate Lenders for amounts payable under the Fees
Rules and is calculated by the Agent as being the average of the most
recent rates of charge supplied by the Reference Banks to the Agent
pursuant to paragraph 7 below and expressed in pounds per £1,000,000.  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 in, and will be calculated in
accordance with, the Fees Rules.  6.

In application of the above formulae, A, B, C and D will be included in the
formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and
not as 0.05). A negative result obtained by subtracting D from B shall be taken
as zero. The resulting figures shall be rounded to four decimal places.7.

If requested by the Agent, each Reference Bank shall, as soon as practicable
after publication by the Financial Services Authority, supply to the Agent, the
rate of charge payable by that Reference Bank to the Financial Services
Authority pursuant to the Fees Rules in respect of the relevant financial year of - 75 -




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##### 



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 Agent for the purpose
of calculating its Additional Cost Rate. In particular, but without limitation,
each Lender shall supply the following information on or prior to the date on
which it becomes a Lender:  (a)

the jurisdiction of its Facility Office; and(b)

any other information that the Agent may reasonably require for such
purpose.  Each Lender shall promptly notify the 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 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 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 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 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 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 Agent may from time to time, after consultation with the Borrower 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, - 76 -




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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. - 77 -




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SCHEDULE 5
FORM OF TRANSFER CERTIFICATE  To:

[] as AgentFrom:

[The Existing Lender](the Existing Lender) and [The New Lender](the New Lender)Dated: SAP Aktiengesellschaft, Systeme, Anwendungen, Produkte in der
Datenverarbeitung  [] Credit Facility Agreement dated [] (the Agreement)  1.

We refer to the Agreement. This is a Transfer Certificate. Terms defined in the
Agreement have the same meaning in this Transfer Certificate unless given a
different meaning in this Transfer Certificate.2.

We refer to Clause 22.5 (Procedure for transfer):  (a)

The Existing Lender and the New Lender agree to the Existing Lender
transferring to the New Lender by way of assumption
(Vertragsübernahme)all or part of the Existing Lenders Commitment,
rights and obligations referred to in the Schedule in accordance with
Clause 22.5 (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 29.2 (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 22.4 (Limitation of
responsibility of Existing Lenders).4.

This Transfer Certificate may be executed in any number of counterparts and
this has the same effect as if the signatures on the counterparts were on a single
copy of this Transfer Certificate.5.

This Transfer Certificate is governed by German law. - 78 -




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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:
 This Transfer Certificate is
accepted by the Agent and the Transfer Date is confirmed as
[].  [Agent]By: - 79 -




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##### 



SCHEDULE 6
Existing Security Name of Borrower
or Material Subsidiary
    
    Security
    
    Total Principal Amount of
Financial Indebtedness
Secured
  None - 80 -




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SCHEDULE 7
CONFIDENTIALITY UNDERTAKING [Letterhead of Lender]  To:

[insert name of potential transferee]Re:

The Agreement (Syndicated Multicurrency Revolving Credit Facility Agreement)  Borrower:

SAP Aktiengesellschaft, Systeme, Anwendungen, Produkte in der
DatenverarbeitungDate:

[28 October 2004]Amount:

[1,000,000,000]Agent:

[ABNAMRO Bank N. V. London Branch] Dear Sirs We understand that you are considering participating in the Agreement. In consideration of us
agreeing to make available to you certain information, by your signature of a copy of this letter
you agree as follows:  1.

Confidentiality UndertakingYou undertake (a) to keep the Confidential
Information confidential and not to disclose it to anyone except as provided for
by paragraph 2 below and to ensure that the Confidential Information is
protected with security measures and a degree of care that would apply to your
own confidential information, (b) to keep confidential and not to disclose to
anyone the fact that the Confidential Information has been made available or that
discussions or negotiations are taking place or have taken place between us in
connection with the Facility (c) to use the Confidential Information only for the
Permitted Purpose, (d) to use all reasonable endeavours to ensure that any
person to whom you pass any Confidential Information (unless disclosed under
paragraph 2(c) below) acknowledges and complies with the provisions of this
letter as if that person were also a party to it, and (d) not to make enquiries of
any member of the Group or any of their officers, directors, employees or
professional advisers relating directly or indirectly to the Facility.2.

Permitted DisclosureWe agree that you may disclose Confidential Information:  (a)

to members of the Participant Group and their officers, directors, employees and
professional advisers to the extent necessary for the Permitted Purpose and to any
auditors of members of the Participant Group; - 81 -




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(b)

subject to the requirements of the Agreement, to any person to (or
through) whom you assign or transfer (or may potentially assign or
transfer) all or any of the rights, benefits and obligations which you may
acquire under the Agreement or with (or through) whom you enter into
(or may potentially enter into) any sub-participation in relation to, or any
other transaction under which payments are to be made by reference to,
the Agreement or the Borrower or any member of the Group so long as
that person has delivered a letter to you in equivalent form to this letter;
and(c)

(i) where requested or required by any court of competent jurisdiction or
any competent judicial, governmental, supervisory or regulatory body, (ii) where
required by the rules of any stock exchange on which the shares or other securities of any member of the Participant Group are
listed or (iii) where required by the laws or regulations of any country
with jurisdiction over the affairs of any member of the Participant Group.  Further, notwithstanding any of the provisions of this letter, we agree that you may
disclose to any and all persons, without limitation of any kind, the US tax treatment and US
tax structure of the transaction and any materials of any kind (including opinions or other
tax analysis) that are provided to you relating thereto other than any information the
disclosure of which would breach applicable securities laws.3.

Notification of Required or Unauthorised DisclosureYou agree (to the extent
permitted by law) to inform us of the full circumstances of any disclosure under
paragraph 2 (c) or upon becoming aware that Confidential Information has been
disclosed in breach of this letter.4.

Return of CopiesIf we so request in writing, you shall return all Confidential
Information supplied to you by us and destroy or permanently erase all copies of
Confidential Information made by you and use all reasonable endeavours to
ensure that anyone to whom you have supplied any Confidential Information
destroys or permanently erases such Confidential Information and any copies
made by them, in each case save to the extent that you or the recipients are
required to retain any such Confidential Information by any applicable law, rule
or regulation or by any competent judicial, governmental, supervisory or
regulatory body or in accordance with internal policy, or where the Confidential
Information has been disclosed under paragraph 2(b) and (c) above.5.

Continuing ObligationsThe obligations in this letter are continuing and, in
particular, shall survive the termination of any discussions or negotiations
between you and us. Notwithstanding the previous sentence, the obligations in
this letter shall cease (a) if you become a party to or otherwise acquire (by - 82 -




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assignment or sub-participation) an interest, direct or indirect, in any of the Facilities
or (b) twelve months after you have returned all Confidential Information supplied to you by
us and destroyed or permanently erased all copies of Confidential Information made by you
(other than any such Confidential Information or copies which have been disclosed under
paragraph 2 above (other than sub-paragraph 2(a)) or which, pursuant to paragraph 4 above,
are not required to be returned or destroyed).6.

No Representation; Consequences of Breach, etcYou acknowledge and agree
that:  (a)

neither we nor any member of the Group nor any of our or their
respective officers, employees or advisers (each a Relevant Person) (i)
make any representation or warranty, express or implied, as to, or assume
any responsibility for, the accuracy, reliability or completeness of any of
the Confidential Information or any other information supplied by us or
the assumptions on which it is based or (ii) shall be under any obligation
to update or correct any inaccuracy in the Confidential Information or
any other information supplied by us or be otherwise liable to you or any
other person in respect to the Confidential Information or any such
information; and(b)

we or members of the Group may be irreparably harmed by the breach of
the terms hereof and damages may not be an adequate remedy; each
Relevant Person may be granted an injunction or specific performance
for any threatened or actual breach of the provisions of this letter by you.  7.

No Waiver; Amendments, etcThis letter sets out the full extent of your
obligations of confidentiality owed to us in relation to the information the
subject of this letter. No failure or delay in exercising any right, power or
privilege hereunder will operate as a waiver thereof nor will any single or partial
exercise of any right, power or privilege preclude any further exercise thereof or
the exercise of any other right, power or privileges hereunder. The terms of this
letter and your obligations hereunder may only be amended or modified by
written agreement between us with the prior written consent of SAP
Aktiengesellschaft.8.

Inside InformationYou acknowledge that some or all of the Confidential
Information is or may be price-sensitive information and that the use of such
information may be regulated or prohibited by applicable legislation relating to
insider dealing and you undertake not to use any Confidential Information for
any unlawful purpose. - 83 -




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##### 



9.

Nature of UndertakingsThe undertakings given by you under this letter are
given to us and (without implying any fiduciary obligations on our part) are also
given for the benefit of SAP Aktiengesellschaft and each other member of the
Group  in the form of a third party agreement (echter Vertrag zugunsten Dritter,
Section 328 of the German Civil Code (Bürgerliches Gesetzbuch)).10.

Third Party RightsSubject to sections 6 and 9 above, the terms of this letter
may be enforced and relied upon only by you or us. Notwithstanding any
provision of this letter, the parties to this letter require the consent of the
Borrower but not of any other Relevant Person to rescind or vary this letter at
any time.11.

Governing Law and JurisdictionThis letter (including the agreement
constituted by your acknowledgement of its terms) shall be governed by and
construed in accordance with the laws of the Federal Republic of Germany and
the parties submit to the non-exclusive jurisdiction of the district courts
(Landgericht)of Frankfurt am Main.12.

DefinitionsIn this letter (including the acknowledgement set out below) terms
defined in the Agreement shall, unless the context otherwise requires, have the
same meaning and:Confidential Informationmeans any information relating to the Borrower, the Group, the
Agreement and the Facilities including, without limitation, the related information
memorandum provided to you by us or any of our affiliates or advisers, in whatever form, and
includes information given orally and any document, electronic file or any other way of
representing or recording information which contains or is derived or copied from such
information but excludes information that (a) is or becomes public knowledge other than as a
direct or indirect result of any breach of this letter or (b) is known by you before the
date the information is disclosed to you by us or any of our affiliates or advisers or is
lawfully obtained by you thereafter, other than from a source which is connected with the
Group and which, in either case, as far as you are aware, has not been obtained in violation
of, and is not otherwise subject to, any obligation of confidentiality;Groupmeans the Borrower and each of its affiliated entities as contemplated in section 15
of the German Stock Corporation Act (Aktiengesetz);Participant Groupmeans you and each of your affiliated entities as contemplated in
Section 15 of the German Stock Corporation Act (Aktiengesetz);Permitted Purposemeans exclusively considering and evaluating whether to enter into the
Facilities. - 84 -




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##### 



Please acknowledge your agreement to the above by signing and returning the enclosed copy. Yours faithfully   For and on behalf of
[Lender]  To:  1.

[Lender]2.

SAP Aktiengesellschaft, Systeme, Anwendungen, Produkte in der Datenverarbeitung We acknowledge and agree to the above:   For and on behalf of [potential transferee] - 85 -




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SCHEDULE 8
Timetables Loans in euro
    
    
    Loans in othercurrenciesApproval as an Optional
Currency, if required (Clause
4.3 (Conditions relating to
Optional Currencies))
    
    
    
    
    
    U-5Agent notifies the Borrower
if a currency is approved as
an Optional Currency in
accordance with Clause 4.3
(Conditions relating to
Optional Currencies)
    
    


    
    
    U-4Delivery of a duly completed
Utilisation Request (Clause
5.1 (Delivery of a
Utilisation Request))
    
    
    U-3 11.00am
    
    
    U-4 11.00amAgent determines (in relation
to a Utilisation) the Base
Currency Amount of the Loan,
if required under Clause 5.4
(Lenders participation)
    
    
    U-3 2.00pm
    
    
    U-3 2.00pmAgent notifies the Lenders of
the Loan in accordance
with Clause 5.4
(Lenders participation)
    
    
    U-3 3.00pm
    
    
    U-3 3.00pmAgent receives a notification
from a Lender
under Clause 6.2
(Unavailability of a currency)
    
    
    
    
    
    U-2 9.00amAgent gives notice in
accordance with Clause 6.2
(Unavailability of a
currency)
    
    
    
    
    
    U-2 11.00amAgent determines amount of
the Loan in Optional Currency
    
    
    U-3 2.00pm
    
    
    U-3 2.00pm
 - 86 -




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EURIBOR or LIBOR is fixed
    
    
    Quotation Day as of
11:00a.m. Brussels
time in respect of
EURIBOR
    
    
    Quotation Day as of
11:00 a.m. London
time in respect of
LIBOR
 U = date of utilisation U  X = X Business Days prior to date of utilisation - 87 -




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SCHEDULE 9
Reservations  1.

The obligations expressed to be assumed under the Finance Documents are
subject to the limitations arising from the laws relating to bankruptcy,
insolvency and all other laws affecting the rights of creditors generally.2.

Any enforcement of the Finance Documents will be subject to generally
applicable laws as applied by the courts or other competent authority of
Germany.3.

General German law requirements of fair dealing (Treu und Glauben)and public
policy may lead to the application of general principles of German law being
upheld in German courts or may render contracts or commitments void,
voidable, not enforceable in accordance with their terms, or unenforceable.4.

As regards payments made by a German resident to a non-resident, a notification
has to be made to Deutsche Bundesbank for statistical purposes pursuant to
Section 59 et seq. German Foreign Trade and Payment Regulation
(Außenwirtschaftsverordnung).The notification has to be filed by the relevant
payor. Any omission of such notification may trigger an administrative fine
(Bußgeld)under the Foreign Trade and Payment Regulation, but will neither
affect the validity or enforceability of the Facility Agreement nor otherwise
cause disadvantageous legal consequences for non-resident legal entities or
individuals receiving such payment.5.

Pursuant to Section 489 of the German Civil Code (Bürgerliches Gesetzbuch)
the Borrower may repay a loan facility with a variable interest rate at any time
with three months notice and may repay any loan facility with a fixed interest
rate at the end of each period for which the interest is fixed, in each case without
having to pay prepayment or breakage costs.6.

If, at the time any Loan is made or when the Loans are not accelerated when
permitted under the Facility Agreement, the Borrower is in a crisis, then it may
be considered (in particular on the basis of Section 30 subs. of the German
Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit
beschränkter Haftungapplied mutatis mutandisand case law) that in the event
that the Finance Parties (or any of them) are under a financing responsibility
(Finanzierungsverantwortung)for the Borrower or are a person closely related
(nahestehende Person)to a person subject to such financing responsibility for
the Borrower or a company affiliated to any of them (verbundenes
Unternehmen),all claims of such Finance Party against the Borrower are
subordinated in the insolvency of the Borrower and the Finance Parties can, - 88 -




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therefore, not demand repayment of such claims as ordinary creditors. The extent and scope
of controlling rights required for such treatment is uncertain provided however that the
German Federal Supreme Court (Bundesgerichtshof)has held that with regard to a stock
corporation (Aktiengesellschaft)such treatment in principle requires a shareholding of the
relevant person in the registered share capital of the stock corporation of at least 25%.7.

If and to the extent that a claim of a Finance Party against the Borrower is
subordinated pursuant to the criteria set out in 6. above, such Finance Party is
not entitled to receive and will be obliged to repay any payments on its
subordinated claim. The aforesaid rules would also apply to any payment
received by the Finance Party prior to the insolvency of the Borrower.8.

Where contractual or legal consequences are attached to the occurrence or non-occurrence of an event a German court would have discretion to decide (upon
evidence being brought to it) whether such event has occurred.9.

Any provision in the Finance Documents providing that certain certifications or
determinations will be conclusive, binding and authoritative will not necessarily
prevent judicial enquiry into the merits of any claim by any aggrieved party.10.

Any provision in the Finance Documents stating that a notice or other expression
of an intention or instruction or power of attorney is irrevocable may be open to
challenge in circumstances where there have been material changes in the
underlying situation.11.

Where under the provisions of the Finance Documents any party is vested with a
discretion or may determine a matter in its opinion, the laws of Germany may
require that such a discretion is exercised reasonably or that such opinion is
based on reasonable grounds.12.

If a German court considers it impossible or unduly burdensome for an
obligation to be performed the debtor is discharged from performing such
obligation; the debtor may however be held liable for damages.13.

Within the scope of Section 354a of the German Commercial Code, an
assignment of monetary claims which are governed by German law would be
valid even where the Facility Agreement states that a claim shall not be
assignable.14.

Any prohibition of set-off contained in the Facility Agreement may not be
upheld to the extent that the relevant obligors counterclaim has been upheld in a
final judgement or is undisputed. - 89 -




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15.

There is no final precedent in Germany for holding telefax or electronic
communications legal, valid and binding in all circumstances; however, where
there are no particular legal requirements as to the form, the German Federal
Supreme Court has held that any telefax communication actually received by the
addressee will be deemed validly given.16.

If the performance of an obligation is contrary to the exchange control
regulations of a member state of the International Monetary Fund, that
obligation may be unenforceable in Germany by reason of Section 2 (b) of
Article VIII of the International Monetary Fund Agreement. - 90 -




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SIGNATURES THE BORROWER
SAP AKTIENGESELLSCHAFT
SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG By:    /s/  W. Brandt    /s/  M. Junge Address: Neurottstrasse 16, 69190 Walldorf, Germany Fax: +49 6227 7 44778 Attention: Joerg Wiemer THE MANDATED LEAD ARRANGERS
ABN AMRO BANK N.V., NIEDERLASSUNG DEUTSCHLAND By:    /s/  C. Koch Address: Theodor-Heuss-Allee 80, 60486 Frankfurt am Main, Germany Fax: +49 69 2690 2109 Attention: Andreas Heymann BNP PARIBAS By:    /s/  C. Koch DEUTSCHE BANK AG By:    /s/  H. Drachenberg    /s/  K. H. Herweck Address: Taunusanlage 12, 60325 Frankfurt am Main, Germany Fax: +49 69 910 38793 Attention: GCF Loan Capital Markets J.P. MORGAN PLC By:    /s/  C. Koch Address: 125 London Wall, London EC2Y 5AJ, United Kingdom Fax: +44 (0) 20 7777 1493 Attention: Pearl Zhang - 91 -




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THE AGENT
ABN AMRO BANK N.V. LONDON BRANCH By:    /s/  M. M. Collier    /s/  S. G. Beedleston Address: 250 Bishopsgate, London EC2M 4AA, United Kingdom Fax: +44 (0) 20 7678 6021 Attention: Stuart Hutton / Vikki Mayell (for administrative matters) Fax: +44 (0) 20 7678 6021 Attention: Joyce Weekes (for credit matters) THE ORIGINAL LENDERS
BNP PARIBAS NIEDERLASSUNG FRANKFURT AM MAIN By:    /s/  C. Koch Address: Mainzer Landstrasse 16, 60325 Frankfurt am Main, Germany Fax: +49 69 7193 6050 Attention: Wolfgang Schroeter DEUTSCHE BANK LUXEMBOURG S. A. By:    /s/  A. Schneider    /s/  I. Palzer Address: 2, boulevard Konrad Adenauer, Luxembourg Fax: +352 42122 287 Attention: International Loans & Agency Services JPMORGAN CHASE BANK By:    /s/  C. Koch Address: 125 London Wall, London EC2Y 5AJ, United Kingdom Fax: +44 (0) 20 7777 1493 Attention: Pearl Zhang - 92 -




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BARCLAYS BANK PLC By:    /s/  C. Baylis Address: 5 The North Colonnade, Canary Wharf, London EC14 4BB, United Kingdom Fax: +44 (0) 20 7773 1840 Attention: Cliff Baylis HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME By:    /s/  C. Koch Address: 4, rue Alphonse Weicker, L-2721 Luxembourg Fax: +352 4272 4510 Attention: Harald Hoffmann BANCO BILBAO VIZCAYA ARGENT ARIA S.A. By:    /s/  C. Koch Address: 108 Cannon Street, London EC4N 6EU, United Kingdom Fax: +44 (0) 20 7626 8410 Attention: Janusz Piotrowicz CITIGROUP GLOBAL MARKETS DEUTSCHLAND AG & CO. KGAA By:    /s/  C. Koch Address: Ludwigstrasse 19, 80539 Munich, Germany Fax: +49 89 29005 133 Attention: Stefan Hafke - 93 -




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COMMERZBANK AKTIENGESELLSCHAFT By:    /s/  C. Koch Address: Grosskundencenter Mitte, Kaiserstrasse 30, 60311 Frankfurt am Main, Germany Fax: +49 69 136 42548 Attention: Klaus Mader DRESDNER BANK AG NIEDERLASSUNG LUXEMBURG By:    /s/  C. Koch Address: 26, rue du Marché-aux-Herbes, L-2097 Luxembourg Fax: +352 4760 824 Attention: Christian Kogge LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE By:    /s/  C. Koch Address: Neue Mainzer Strasse 52-58, 60311 Frankfurt am Main, Germany Fax: +49 69 9132 4866 Attention: Hartmut Schröter ING BANK N.V. By:    /s/  C. Koch Address: Bijlmerplein 888, 1102 MG, Amsterdam, The Netherlands Fax: +3120563 4120/6522 032 Attention: Michael Driessen - 94 -




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LANDESBANK BADEN-WÜRTTEMBERG, SINGAPORE BRANCH By:    /s/  C. Koch Address: 25 International Business Park, #01-72 German Centre, Singapore 609916 Fax: +65 6562 9249 Attention: Hartmut Dongus SOCIETE GENERALE SA By:    /s/  C. Koch Address: Tour Société Générale 17, cours Valmy, 92088 Paris, La Defense, France Fax: +33 142 140 945 Attention: Manfred Beck SUMITOMO MITSUI BANKING CORPORATION By:    /s/  C. Koch Address: Prinzenallee 7, 40549 Düsseldorf, Germany Fax: +49 211 3619 136 Attention: Michael Oellers THE ROYAL BANK OF SCOTLAND PLC, NIEDERLASSUNG FRANKFURT By:    /s/  C. Koch Address: Junghofstrasse 22, 60311 Frankfurt am Main, Germany Fax: +49 69 17006-335 Attention: Steffen Döringer BANQUE GENERALE DU LUXEMBOURG S.A. By:    /s/  C. Koch Address: 50 avenue J.F. Kennedy, L-2951 Luxembourg Fax: +352 4242 3121 Attention: Véronique Wagener - 95 -




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CREDIT SUISSE FIRST BOSTON INTERNATIONAL By:    /s/  C. Koch Address: One Cabot Square, London E14 4QJ, United Kingdom Fax: +44 (0) 20 7888 4155 Attention: Siobhan McGrady DEUTSCHE POSTBANK AG LUXEMBOURG BRANCH By:    /s/  C. Koch Address: PB Finance Center, 18-20, Parc dActivité Syrdall, L-5365 Luxembourg-Munsbach Fax: +352 349532 666 Attention: Thomas Pfleger HSBC TRINKAUS & BURKHARDT KGAA By:    /s/  C. Koch Address: Königsallee 21/23, 40212 Düsseldorf, Germany Fax: +49 211 910-2386 Attention: Cedric de Villiers MORGAN STANLEY BANK INTERNATIONAL LIMITED By:    /s/  C. Koch Address: 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom Fax: +44 (0) 20 7425 7991 Attention: Lindsay Kennedy - 96 -




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NORDEA BANK DANMARK A/S By:    /s/  C. Koch Address: Corporate Banking Department, Strandgade 3, P.O. Box 850, DK-0900 Copenhagen C., Denmark Fax: +45 3333 4977 Attention: Stig Østrup-Møller UBS LIMITED By:    /s/  C. Koch Address: 1 Finsbury Avenue, London EC2M 2PP, United Kingdom Fax: +44 (0) 20 7568 4664 Attention: Sharon Canham ABN AMRO BANK N.V., NIEDERLASSUNG DEUTSCHLAND By:    /s/  C. Koch Address: Theodor-Heuss-Allee 80, 60486 Frankfurt am Main, Germany Fax: +49 69 2690 2109 Attention: Andreas Heymann - 97 -