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CONFORMED
  COPY


|EURO
      1,500,000,000                                  
|----------------------------------------------------------
|                                                          
|SYNDICATED
      REVOLVING CREDIT AGREEMENT               
|                                                          
|                                                          
|Dated
      17thAugust,
      2004                        
|                                                          
|for                                                       
|KONINKLIJKE
      KPN N.V.                                
|with                                                      
|ABN
      AMRO BANK N.V.                                  
|BANC
      OF AMERICA SECURITIES LIMITED                  
|BNP
      PARIBAS                                         
|CITIGROUP
      GLOBAL MARKETS LIMITED                    
|COÖPERATIEVE
      CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
|CREDIT
      SUISSE FIRST BOSTON                          
|DEUTSCHE
      BANK AG                                    
|FORTIS BANK (NEDERLAND) N.V.                              
|HVB
      BANQUE LUXEMBOURG SOCIÉTÉ ANONYME               
|ING
      BANK N.V.                                       
|J.P.
      MORGAN PLC                                     
|and                                                       
|THE
      ROYAL BANK OF SCOTLAND PLC                      
|as
      Mandated Lead Arrangers                          
|and                                                       
|with                                                      
|ABN
      AMRO BANK N.V.                                  
|acting
      as Facility Agent                            
|                                                          
|ABN
      AMRO BANK N.V.                                  
|acting
      as Euro Swingline Agent                      
|and                                                       
|ABN AMRO BANK N.V.                                        
|acting
      as Dollar Swingline Agent                    

---



|CONTENTS                                     |                                              |   
|-------------------------------------------- | -------------------------------------------- | --
|Clause                                       | Page                                         |   
|                                             |                                              |   
|Section
      1                              | 1                                            |   
|Interpretation                               | 1                                            |   
|1.                                           | Definitions
      And Interpretation         | 1 
|Section
      2                              | 16                                           |   
|The
      Facility                           | 16                                           |   
|2.                                           | The
      Facility                           | 16
|3.                                           | Purpose                                      | 17
|4.                                           | Conditions
      Of Utilisation              | 17
|Section
      3                              | 19                                           |   
|Utilisation                                  | 19                                           |   
|5.                                           | Utilisation                                  | 19
|6.                                           | Optional
      Currencies                    | 23
|Section
      4                              | 24                                           |   
|Repayment,
      Prepayment And Cancellation | 24                                           |   
|7.                                           | Repayment                                    | 24
|8.                                           | Prepayment
      And Cancellation            | 24
|Section
      5                              | 27                                           |   
|Costs
      Of Utilisation                   | 27                                           |   
|9.                                           | Interest                                     | 27
|10.                                          | Interest
      Periods                       | 27
|11.                                          | Changes
      To The Calculation Of Interest | 28
|12.                                          | Fees                                         | 29
|Section
      6                              | 31                                           |   
|Additional
      Payment Obligations         | 31                                           |   
|13.                                          | Tax
      Gross Up                           | 31
|14.                                          | Increased
      Costs                        | 32
|15.                                          | Other
      Indemnities                      | 33
|16.                                          | Mitigation
      By The Lenders              | 34
|17.                                          | Costs
      And Expenses                     | 35
|Section
      7                              | 36                                           |   
|Guarantee                                    | 36                                           |   
|18.                                          | Guarantee
      And Indemnity                | 36

---



|Section
      8                                           | 39                                                                                  |   
|--------------------------------------------------------- | ----------------------------------------------------------------------------------- | --
|Representations,
      Undertakings And Events Of Default | 39                                                                                  |   
|19.                                                       | Representations
      And Warranties                                                | 39
|20.                                                       | Information
      Undertakings                                                      | 42
|21.                                                       | General
      Undertakings                                                          | 44
|22.                                                       | Events
      Of Default                                                             | 48
|Section
      9                                           | 51                                                                                  |   
|Changes
      To Parties                                  | 51                                                                                  |   
|23.                                                       | Changes
      To The Lenders                                                        | 51
|24.                                                       | Changes
      To The Obligors                                                       | 54
|Section
      10                                          | 56                                                                                  |   
|The
      Finance Parties                                 | 56                                                                                  |   
|25.                                                       | Role
      Of The Agents And The Mandated Lead Arrangers                            | 56
|26.                                                       | Conduct
      Of Business By The Finance Parties                                    | 60
|27.                                                       | Sharing
      Among The Lenders                                                     | 60
|Section
      11                                          | 63                                                                                  |   
|Administration                                            | 63                                                                                  |   
|28.                                                       | Payment
      Mechanics                                                             | 63
|29.                                                       | Set-Off                                                                             | 65
|30.                                                       | Notices                                                                             | 65
|31.                                                       | Calculations
      And Certificates                                                 | 68
|32.                                                       | Partial
      Invalidity                                                            | 69
|33.                                                       | Remedies
      And Waivers                                                          | 69
|34.                                                       | Amendments
      And Waivers                                                        | 69
|35.                                                       | Counterparts                                                                        | 70
|Section
      12                                          | 71                                                                                  |   
|Governing
      Law And Enforcement                       | 71                                                                                  |   
|36.                                                       | Governing
      Law                                                                 | 71
|37.                                                       | Enforcement                                                                         | 71
|                                                          |                                                                                     |   
|Schedule
      1 THELENDERS                               | 72                                                                                  |   
|                                                          | Part
      1 The Original Lenders                                                   | 72
|                                                          | Part
      2 The Swingline Lenders                                                  | 73
|                                                          |                                                                                     |   
|Schedule
      2 CONDITIONSPRECEDENT                      | 74                                                                                  |   
|                                                          | Part
      1 Conditions Precedent                                                   | 74
|                                                          | Part
      2 Conditions Precedent Required To Be Delivered By An Additional Obligor | 76

---



|Schedule
      3 UTILISATIONREQUEST        | 78 | 
|------------------------------------------ | -- | 
|Schedule
      4 THEMARGIN                 | 79 | 
|Schedule
      5 FORMOFTRANSFERCERTIFICATE | 80 | 
|Schedule
      6 TIMETABLES                | 82 | 
|Schedule
      7 MANDATORYCOSTFORMULAE     | 83 | 
|Schedule
      8 FORMOFACCESSIONLETTER     | 86 | 

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THIS AGREEMENTis dated 17th August, 2004 and made between:

|(1)                             | KONINKLIJKE
          KPN N.V.having
          its seat (statutaire
          zetel)
    in The Hague, The Netherlands (the “Company”);                                                                                                                                                                                                                                                                                                                                     
|------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(2)                             | KONINKLIJKE
          KPN N.V.having
          its seat (statutaire
          zetel)
    in The Hague, The Netherlands, as guarantor (the “OriginalGuarantor”);                                                                                                                                                                                                                                                                                                             
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(3)                             | ABN
          AMRO BANK N.V., BANC OF AMERICA SECURITIES LIMITED, BNP PARIBAS, CITIGROUP
          GLOBAL MARKETS LIMITED, COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
          B.A., CREDIT SUISSE FIRST BOSTON, DEUTSCHE BANK AG, FORTIS BANK (NEDERLAND)
          N.V., HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME, ING BANK
          N.V., J.P. MORGAN PLC and THE ROYAL BANK OF SCOTLAND PLCas
          mandated lead arrangers (the “Mandated
    Lead Arrangers”);
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(4)                             | THE
          FINANCIAL INSTITUTIONSlisted
          in Schedule 1 (The
          Original Lenders)
          as lenders and swingline lenders (the “Original
    Lenders”);                                                                                                                                                                                                                                                                                                
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(5)                             | ABN
          AMRO BANK N.V.as
          facility agent (the “Facility
    Agent”);                                                                                                                                                                                                                                                                                                                                                                                         
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(6)                             | ABN
      AMRO BANK N.V.as euro swingline agent (the “Euro
      Swingline Agent);
      and                                                                                                                                                                                                                                                                                                                                                                                
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(7)                             | ABN
      AMRO BANK N.V.as dollar swingline agent (the “Dollar
      Swingline Agent”).                                                                                                                                                                                                                                                                                                                                                                                     
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|IT
    IS AGREEDas
    follows:



SECTION
      1
  INTERPRETATION

|1.  | DEFINITIONS
    AND INTERPRETATION                                                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                       
|1.1 | Definitions                                                                                                                                                                                                                           
|    | In this
    Agreement:                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                       
|    | “Accession
          Letter” means
          a document substantially in the form set out in Schedule 8 (Form
    of Accession Letter).                                                                                               
|    |                                                                                                                                                                                                                                       
|    | “Additional
          Borrower” means
          a company which becomes an Additional Borrower in accordance with Clause
          24 (Changes
    to the Obligors).                                                                  
|    |                                                                                                                                                                                                                                       
|    | “Additional
          Guarantor” means
          a company which becomes an Additional Guarantor in accordance with
          Clause 24 (Changes
    to the Obligors).                                                                
|    |                                                                                                                                                                                                                                       
|    | “Additional
          Obligor” means
    an Additional Borrower or Additional Guarantor.                                                                                                                                              
|    |                                                                                                                                                                                                                                       
|    | “Advance” means
        an advance made or to be made under the Facility (including, unless the
        context otherwise requires, any Swingline Advance) or the principal amount
    outstanding for the time being of that advance.

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“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.

“Agents” means the Euro Swingline Agent, the Dollar Swingline Agent and the Facility Agent, and “Agent” means, as the context may require, any of them.

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

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

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

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

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

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

“Available Swingline Commitment” means a Swingline Lender's Swingline Commitment minus:

|(a) | the Base Currency Amount of its participation in any outstanding Swingline Advances; and                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                   
|(b) | in relation to any proposed Utilisation by way of a Swingline Advance, the Base Currency Amount of its participation in any Swingline Advances that are due to be made on or before the proposed Utilisation Date,

other than, in either case, that Swingline Lender's participation in any Swingline Advances that are due to be repaid or prepaid on or before the proposed Utilisation Date.

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

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

“Base Currency” means euro.

“Base Currency Amount” means, in relation to an Advance, the amount specified in the Utilisation Request delivered by a Borrower for that Advance (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent's Spot Rate of Exchange on the date which is 3 Business Days before the Utilisation

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Date (or, if later, on the date the Facility Agent receives the Utilisation Request) adjusted to reflect any repayment or prepayment of the Advance.

“Borrower” means the Company or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 24 (Changes to the Obligors).

“Borrowings” means:

|(a) | any indebtedness for moneys borrowed and debit balances at banks and other financial institutions;                                                                                                                                                                                                                                                                                                                                     
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | any indebtedness raised by acceptance under any credit facility opened by a bank or other financial institution;                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(c) | any indebtedness under any bonds, notes, debentures, loan stock or other security;                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(d) | any payment obligations under any lease which would, in accordance with GAAP (as used in the Company's most recent audited annual consolidated financial statements from time to time), be treated as a finance or capital lease;                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(e) | any derivative transaction entered into in connection with protection against or fluctuation in any rate or price (and when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(f) | proceeds raised under any Securitisation Transaction;                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(g) | receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis) and which would, in accordance with GAAP (as used in the Company's most recent audited annual consolidated financial statements from time to time), be treated as a borrowing;                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(h) | any amount of any liability under an advance or deferred purchase agreement if the agreement is in respect of the supply of assets or services and payment is due more than 180 days past the period customarily allowed by the relevant supplier for deferred payment but only in circumstances where the aggregate outstanding liability to any supplier or provider (including their respective affiliates) exceeds euro 50,000,000;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(i) | any indebtedness in respect of an arrangement pursuant to which a person has the right to reacquire an asset sold or otherwise disposed of by that person (whether following the exercise of an option or otherwise) and which would, in accordance with GAAP (as used in the Company's most recent audited annual consolidated financial statements from time to time), be treated as a borrowing;                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(j) | any shares which are redeemable (other than for ordinary shares) by holders thereof (other than any Specified Preference Shares which have been outstanding for less than 2 years from their date of issue);                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(k) | any indebtedness having the commercial effect of a borrowing and which would, in accordance with GAAP (as used in the Company's most recent audited annual consolidated financial statements from time to time), be treated as a borrowing; and                                                                                                                                                                                        

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|(l)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | any indebtedness (actual or contingent) under any guarantee, indemnity and/or other form of assurance against financial loss by any Group Company in respect of any indebtedness of any person of a type referred to in paragraphs (a) to (k) above.                                                                                                    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                         
|“Break
        Costs” means
    the amount (if any) by which:                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                         
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in an Advance or Unpaid Sum to the last day of the current Interest Period in respect of that Advance or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                         
|exceeds:                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                         
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period,                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                         
|excluding
    any Margin or other loss of profit.                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                         
|“Business
        Day” means
        a day (other than a Saturday or Sunday) on which banks are open for general
    business in London and The Netherlands and:                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                         
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency; or                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                         
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (in relation to any date for payment or purchase of euro) any TARGET Day.                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                         
|“Cash-backed
        Borrowings” means
        Borrowings under equipment leases to the extent matched by cash balances
        or other forms of defeasance instrument (but only to the extent such
        instruments are cash-backed) held by or for the benefit of the relevant
        Group Companies which are the lessees under such leases or other Group
        Companies and which are only available for application against those
    Borrowings.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                         
|“Commitment” means:                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                         
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Commitment” in Schedule 1 (The Original Lenders) and the aggregate amount of any other Commitments transferred to it under this Agreement; and                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                         
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | in relation to any other Lender, the aggregate amount of any Commitments transferred to it under this Agreement,                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                         
|to
      the extent not cancelled, reduced or transferred by it under this Agreement
      (and, in the case of a Swingline Lender, its Commitment shall include its
    Swingline Commitment).                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                         
|“Credit
        Rating” means
        a long term (senior unsecured and unsubordinated) debt rating given by
    S&P or Moody's.                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                         

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

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

“Dollar
      Swingline Advance” means
    any Swingline Advance denominated in dollars.

“Dollar
        Swingline Rate” means,
      at any time, the higher of:

|(a)                                                                                                                                                                                                                                                                                     | the Prime Rate; and                                                                                                                                                                                                                                                                                                                 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                     
|(b)                                                                                                                                                                                                                                                                                     | the Federal Funds Rate plus 0.50 per cent. per annum.                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                     
|“Dutch
        Borrower” means
        the Company and any Additional Borrower which is incorporated or established
    in The Netherlands.                                                                                                                                            
|                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                     
|“EURIBOR” means,
    in relation to any Advance in euro:                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                     
|(a)                                                                                                                                                                                                                                                                                     | the applicable Screen Rate; or                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                     
|(b)                                                                                                                                                                                                                                                                                     | (if no Screen Rate is available for the period of that Advance, and in the case of any Euro Swingline Advance) the arithmetic mean of the per annum rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the European Interbank Market,
|                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                     
|as
      of the Specified Time on the Quotation Day (or, in the case of a Euro Swingline
      Advance, on the Utilisation Date for that Advance) for the offering of
      deposits in euro for a period comparable to the Interest Period of the
    relevant Advance.               
|                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                     
|“European
        Interbank Market” means
    the interbank market for euro operating in Europe.                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                     
|“Euro
        Swingline Advance” means
    any Swingline Advance denominated in Euros.                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                     
|“Euro
        Swingline Rate” means,
    at any time, the aggregate of:                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                     
|(a)                                                                                                                                                                                                                                                                                     | EURIBOR;                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                     
|(b)                                                                                                                                                                                                                                                                                     | Margin; and                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                     
|(c)                                                                                                                                                                                                                                                                                     | Mandatory
    Costs, if any.                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                     
|“Event
        of Default” means
        any event or circumstance specified as such in Clause 22 (Events
    of Default).                                                                                                                                                             
|                                                                                                                                                                                                                                                                                       
|“Exemption Regulation” means the exemption regulation dated 26 June 2002 of the Ministry of Finance of the Netherlands (as amended from time to time), as promulgated in connection with the Dutch Act on the Supervision of Credit Institutions 1992 (Wet toezicht kredietwezen 1992).
|                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                     
|“Executive
        Officer” means
    a member of the board of management of the Company.                                                                                                                                                                                              

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|“Facility”
      means the euro 1,500,000,000 loan facility made available to the Company
      under this Agreement as described in Clause 2.1 (The
      Facility)
      incorporating the Swingline Facility.                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                      
|“Facility
      Office”
      means:                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                      
|(a)                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                      
|(b)                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                      
|“Federal
      Funds Rate”
      means, for any period, a fluctuating interest rate per annum equal for each
      day during such period to:                                                                                                         
|                                                                                                                                                                                                                                                      
|(a)                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                      
|(b)                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                      
|“Fee
      Letter”
      means any letter or letters between the Mandated Lead Arrangers and the
      Company or an Agent and the Company setting out any of the fees referred
      to in Clause 12 (Fees).                                         
|                                                                                                                                                                                                                                                      
|“Finance
      Document”
      means this Agreement, any Fee Letter, any Accession Letter and any other
      document designated as such by the Facility Agent and the Company.                                                                      
|                                                                                                                                                                                                                                                      
|“Finance
      Party”
      means any of the Agents, the Mandated Lead Arrangers and the Lenders.                                                                                                                                                     
|                                                                                                                                                                                                                                                      
|“GAAP”
      means generally accepted accounting principles in The Netherlands or, in
      relation to financial statements prepared in respect of any period falling
      on or after 1 January, 2005, International Financial Reporting Standards.

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|“Group”
      means the Company and its Subsidiaries from time to time and “Group
      Company”
      means any one of them.                                                                                                                                                                                                                                                              
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                           
|“Guarantor”
      means the Original Guarantor or an Additional Guarantor unless it has ceased
      to be a Guarantor in accordance with Clause 24 (Changes
      to the Obligors).                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                           
|“Holding
      Company”
      means, in relation to a company or corporation, any other company or corporation
      in respect of which it is a Subsidiary.                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                           
|“International
      Financial Reporting Standards”
      means international accounting standards and related interpretations issued,
      adopted or amended from time to time by the International Accounting Standards
      Board and adopted by the European Commission pursuant to EC Regulation No.
      1606/2002 of the European Parliament and of the Council of 19 July 2002.
|                                                                                                                                                                                                                                                                                                                                                                                           
|“Interest
      Period”
      means, in relation to an Advance, each period determined in accordance with
      Clause 10 (Interest
      Periods)
      and, in relation to an Unpaid Sum, each period determined in accordance
      with Clause 9.3 (Default
      interest).                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                           
|“Lender”
      means:                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                           
|(a)                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                           
|(b)                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                           
|which
      in each case has not ceased to be a Party in accordance with the terms of
      this Agreement.                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                           
|“LIBOR”
      means, in relation to any Advance (other than an Advance in euro):                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                           
|(a)                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                           
|(b)                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                           
|as
      of the Specified Time on the Quotation Day for the offering of deposits
      in the currency of that Advance and for a period comparable to the Interest
    Period for that Advance.                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                           
|“London
      Interbank Market”
    means the interbank market operating in London.                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                           
|“Majority
      Lenders”
    means:                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                           
|(a)                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                           
|(b)                                                                                                                                                                                                                                                                                                                                                                                        

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|“Mandatory
      Cost”
      means the percentage rate per annum calculated by the Facility Agent in
      accordance with Schedule 7 (Mandatory
      Cost Formulae).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|“Margin”
      means the rate per annum computed in accordance with the table set out in
      Schedule 4 (The
      Margin)except
      thaton
      any day that the Company has Credit Ratings from S&P and Moody’s which
      are not equivalent (or no Credit Rating from one of them), the applicable
      rate per annum for such day shall be the average of the relevant rates per
      annum computed in accordance with the table set out in Schedule 4 (The
      Margin)
      (or, in the case of a Credit Rating from only one of S&P or Moody’s,
      the Credit Rating the Company is given). Any change in the Margin shall
      take effect 5 days after the change in the Company’s Credit Ratings.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|“Material
      Adverse Effect”
      means a material adverse effect on the ability of the Obligors taken as
      a whole to perform their payment obligations under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|“Month”
      means a period starting on one day in a calendar month and ending on the
      numerically corresponding day in the next calendar month, except that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|The
      above rules will only apply to the last Month of any period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|“Moody’s”
      means Moody’s Investor Services, Inc., or any successor thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|“New
      York Business Day”
      means a day on which federal funds transactions are carried on in New York
      City.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|“Obligor”
      means a Borrower or a Guarantor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|“Optional
      Currency”
      means a currency (other than the Base Currency) which complies with the
      conditions set out in Clause 4.3 (Conditions
      relating to Optional Currencies).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|“Original
      Facility Agreement”
      means the euro 1.5 billion credit agreement dated 14th April, 2003 between,inter
      alia,
      the Company as borrower, ABN AMRO Bank N.V., Banc of America Securities
      Limited, Citigroup Global Markets Limited, Coöperatieve Centrale Raiffeisen-Boerenleenbank
      B.A., Credit Suisse First Boston, Deutsche Bank AG, HVB Banque Luxembourg
      Société Anonyme, ING Bank N.V. J.P. Morgan PLC and Scotiabank
      Europe PLC as Mandated Lead Arrangers, ABN AMRO Bank N.V. as Facility Agent,
      and the financial institutions referred to therein as lenders.                                                                                           

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“Original Group Financial Statements” means the audited consolidated financial statements of the Group for the year ended 31 December 2003.

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

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

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

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

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

“Prime Rate” means, in respect of any Dollar Swingline Advance, for any day, the rate per annum which is the prime rate of the Dollar Swingline Agent in New York City, as publicly announced from time to time, in force on such date.

“Principal Subsidiary” means any Subsidiary of the Company whose total assets or revenues calculated from the then latest audited financial statements of that Subsidiary represent not less than ten per cent. (10%) of total assets or revenues of the Group calculated from the then latest audited consolidated financial statements of the Group.

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

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

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

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|(b)                                                                                                                                                                     | in
      respect of which the person or persons making such Borrowing available to
      the relevant borrower (whether or not a Group Company) have no recourse
      whatsoever to any Group Company for the repayment of or payment of any sum
      relating to such Borrowing other than:
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                        |                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                        | (i)                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                        |                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                        | (ii)                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                        |                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                        | (1)                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                        |                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                        | (2)                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                        |                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                        | (iii)                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                        |                                                                                                                                                                                                                                                                                               
|(c)                                                                                                                                                                     | which
      the Majority Lenders shall have agreed in writing to treat as a Project
      Borrowing for the purposes of the Finance Documents.                                                                                                                                                
|                                                                                                                                                                        |                                                                                                                                                                                                                                                                                               
|“Quotation
          Day” means,
          in relation to any period for which an interest rate is to be determined
    (other than in respect of a Swingline Advance):
|                                                                                                                                                                        |                                                                                                                                                                                                                                                                                               
|(a)                                                                                                                                                                     | (if
      the currency is sterling) the first day of that period;                                                                                                                                                                                                                             
|                                                                                                                                                                        |                                                                                                                                                                                                                                                                                               
|(b)                                                                                                                                                                     | (if
      the currency is euro) two TARGET Days before the first day of that period;
      or                                                                                                                                                                                                 
|                                                                                                                                                                        |                                                                                                                                                                                                                                                                                               
|(c)                                                                                                                                                                     | (for
      any other currency) two Business Days (which for these purposes only shall
      mean a day on which banks are open for general business in London) before
      the first day of that period,                                                                                     

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|unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).
     “Reference
             Banks” means
             ABN AMRO Bank N.V. (London Branch), Citibank, N.A. (London Branch)
             and Deutsche Bank Luxembourg, S.A. and/or such offices of such other
             banks
      as may be appointed by the Facility Agent and the Company.
      “Relevant
        Interbank Market”
        means:
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|in
    relation to any other currency, the London Interbank Market.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|“Repeating
        Representations” means
        each of the representations referred to in Clause 19.11(b) (Times
    for making representations and warranties).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|“Rollover
        Advance” means
    one or more Advances (other than Swingline Advances):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|“S&P” means
      Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies,
    Inc. or any successor thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|“Screen
    Rate” means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|displayed
      on the appropriate page of the Reuters screen. If the agreed page is replaced
      or service ceases to be available, the Facility Agent may specify another
      page or service displaying the appropriate rate after consultation with
    the Company and the Lenders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|“Securitisation
        Transaction” means
        any transaction under which Borrowings are raised by any person in circumstances
    where the creditor(s) in respect of such Borrowings:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                     | are special purpose vehicles established for the purpose of issuing securities backed by those receivables and assets or loans.                                                                                                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                           
|“Security” means
      any mortgage, charge, assignment by way of security or subject to a proviso
    for redemption, pledge, hypothecation, lien or other security interest.                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                           
|“Specified
        Preference Shares” means
        the special share of forty eight eurocent (euro 0.48) held by the State
        of The Netherlands and any B preference shares of twenty four eurocent
        (euro 0.24) that may be issued in the future to the Foundation for the
        Protection of KPN (Stichting
    Bescherming KPN).                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                           
|“Specified
        Time” means
    a time determined in accordance with Schedule 6 (Timetables).                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                           
|“Subordinated
        Indebtedness” means
        any indebtedness of the Company with terms (in the case of a public issue,
        standard for the market or, in any other case, acceptable to the Majority
        Lenders) as to maturity, payment of interest, principal, early repayment
        events and other rights on default and insolvency, subordinate to those
    of the Finance Parties under the Finance Documents.
|                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                           
|“Subsidiary” means
    an entity from time to time of which another person (and/or one or more of
    its subsidiaries) either (a) by having beneficial ownership, directly or
    indirectly of more than 50 per cent. of the issued share capital of such
    entity; or (b) pursuant to an agreement with other persons, entitled to vote
    or otherwise, can:                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                           
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                     | exercise solely or jointly more than 50 per cent. of the voting rights attached to the issued share capital of such entity at a general meeting of such entity; or                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                           
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                     | appoint or dismiss solely or jointly, more than 50 per cent. of the board of directors or of the supervisory board members of such entity, if all persons entitled to vote were to cast their vote.                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                           
|“Swingline
        Advance” means
        any advance made or to be made under the Swingline Facility pursuant
        to a Utilisation Request under Clause 5.5(Delivery
    of a Utilisation Request for a Swingline Advance).                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                           
|“Swingline
    Agent” means
    the Euro Swingline Agent or the Dollar Swingline Agent, as appropriate.                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                           
|“Swingline
    Commitment” means:                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                           
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                     | in
       relation to an Original Lender which is a Swingline Lender, the amount
       set opposite its name under the heading “Swingline
       Commitment” in
       Part 2 of Schedule 1
       (The
       Swingline Lenders)
       and the amount of any other Swingline Commitment transferred to it under
    this Agreement; and
|                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                           
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                     | in relation to any other Swingline Lender, the amount of any Swingline Commitment transferred to it under this Agreement,                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                           
|to
    the extent not cancelled, reduced or transferred by it under this Agreement.                                                                                                                                                                                                                                                                                                                                                    

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|“Swingline Facility” means
         the swingline facility forming part of the Facility as described in
         Clause 2.1 (The Facility).
    “Swingline Lender” means:                                                           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                    
|(a)                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                    
|(b)                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                    
|which
    in each case has not ceased to have a Swingline Commitment.                                                                                                                                                               
|                                                                                                                                                                                                                                    
|“TARGET” means
      the Trans-European Automated Real-time Gross Settlement Express Transfer
    payment system.                                                                                                                   
|                                                                                                                                                                                                                                    
|“TARGET
        Day” means
    any day on which TARGET is open for the settlement of payments in euro.                                                                                                                              
|                                                                                                                                                                                                                                    
|“Tax” means
      any tax, levy, impost, duty or other charge or withholding of a similar
      nature (including any penalty or interest payable in connection with any
    failure to pay or any delay in paying any of the same).
|                                                                                                                                                                                                                                    
|“Termination
        Date” means
    the fifth anniversary of the date of this Agreement.                                                                                                                                           
|                                                                                                                                                                                                                                    
|“Total
        Commitments” means
        the aggregate of the Commitments, being euro 1,500,000,000 at the date
    of this Agreement.                                                                                             
|                                                                                                                                                                                                                                    
|“Total
        Outstandings” means
    the aggregate from time to time of the Outstandings.                                                                                                                                         
|                                                                                                                                                                                                                                    
|“Total
    Swingline Commitments” means
    the aggregate of the Swingline Commitments, being euro 500,000,000 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 Facility Agent and the Company.          
|                                                                                                                                                                                                                                    
|“Transfer
        Date” means,
    in relation to a transfer, the later of:                                                                                                                                                         
|                                                                                                                                                                                                                                    
|(a)                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                    
|(b)                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                    
|“Unpaid
        Sum” means
    any sum due and payable but unpaid by an Obligor under the Finance Documents.                                                                                                                        
|                                                                                                                                                                                                                                    
|“Utilisation” means
    a utilisation of the Facility.                                                                                                                                                                              
|                                                                                                                                                                                                                                    
|“Utilisation
        Date” means
        the date of a Utilisation, being the date on which an Advance is to be
    made.                                                                                                           

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|    | “Utilisation
         Request” means
         a notice substantially in the form set out in Schedule 3 (Utilisation
    Request).
|--- | ---------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                  
|    | “VAT” means
      value added tax as provided for in the Value Added Tax Act 1994 and any
    other tax of a similar nature.     
|    |                                                                                                                                  
|    | “Verifiable
        PMP” means
    a PMP whose status as such may be determined on the basis of:                                 
|    |                                                                                                                                  
|    | (i)                                                                                                                              
|    |                                                                                                                                  
|    | (ii)                                                                                                                             
|    |                                                                                                                                  
|    | (iii)                                                                                                                            
|    |                                                                                                                                  
|    | (iv)                                                                                                                             
|    |                                                                                                                                  
|1.2 | Construction                                                                                                                     
|    | (a)                                                                                                                              
|    |                                                                                                                                  
|    |                                                                                                                                  
|    |                                                                                                                                  
|    |                                                                                                                                  
|    |                                                                                                                                  
|    |                                                                                                                                  
|    |                                                                                                                                  
|    |                                                                                                                                  
|    |                                                                                                                                  
|    |                                                                                                                                  
|    |                                                                                                                                  
|    |                                                                                                                                  

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|    |                                                                                                                                                                                                                                                                                                                                | (vii)                                                                                                                                                                                                                                                                                                                                                         | unless a contrary indication appears, a time of day is a reference to
    London time.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                              
|    | (b)                                                                                                                                                                                                                                                                                                                            | Where there is a reference in this Agreement to any amount, limit or threshold specified in euro, in ascertaining whether or not that amount, limit or threshold has been attained, broken or achieved, as the case may be, a non-euro amount shall be counted on the basis of the equivalent in euro of that amount using the Agent’s Spot Rate of Exchange.
|    |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                              
|    | (c)                                                                                                                                                                                                                                                                                                                            | Section, Clause and Schedule headings are for ease of reference only.                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                              
|    | (d)                                                                                                                                                                                                                                                                                                                            | Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                              
|    | (e)                                                                                                                                                                                                                                                                                                                            | A Default (including an Event of Default) is “continuing” if it has not been remedied or waived.                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                               
|1.3 | Currency
        Symbols and Definitions“euro” denotes
    the single currency unit of the European Union as constituted by the Treaty
    of Rome (as amended), “$” and “dollars” denote
    the lawful currency of the United States of America and “£” and “sterling” denote
    the lawful currency of the United Kingdom.
|    |                                                                                                                                                                                                                                                                                                                               
|1.4 | Third
    Party Rights    A
    person who is not a Party has no right under the Contract (Rights of Third
    Parties) Act 1999 to enforce any term of this Agreement.                                                                                                                                                       

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SECTION
  2
  THE FACILITY

|2.  | THE
    FACILITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.1 | The
    FacilitySubject
      to the terms of this Agreement, the Lenders make available to the Borrower
      a multicurrency revolving credit facility in a maximum aggregate amount
      of euro 1,500,000,000 (the “Facility”),
      including by way of a sub-limit to the Facility a revolving swingline facility
      (the “Swingline
      Facility”)
      available in dollars and euros in a maximum aggregate amount of euro 500,000,000.                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.2 | Lenders’    rights and obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.3 | Obligors representative                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Each
        Obligor irrevocably authorises the Company to give and receive as representative
        on its behalf all notices (including Utilisation Requests) and sign all
        documents in connection with the Finance Documents on its behalf and
        take such other action as may be necessary or desirable under or in connection
        with the Finance Documents on its behalf and confirms that it will be
        bound by any action taken by the Company under or in connection with
    the Finance Documents.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.4 | Actions
    of Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The
        respective liabilities of each of the Obligors under the Finance Documents
    shall not be in any way affected by:                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|3.  | PURPOSE                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1 | Purpose                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Each
        Borrower shall apply all amounts borrowed by it under the Facility for
        the purpose of refinancing existing indebtedness of Group Companies,
        for general corporate purposes and for working capital purposes of the
    Group.                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|3.2 | MonitoringNo
      Finance Party is bound to monitor or verify the application of any amount
      borrowed pursuant to this Agreement.                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|4.  | CONDITIONS
    OF UTILISATION                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|4.1 | Initial
    conditions precedentNo
    Borrower may deliver a Utilisation Request unless the Facility Agent has
    received all of the documents and other evidence listed in Schedule 2 Part
    1 (Conditions
    Precedent)
    in form and substance reasonably satisfactory to the Facility Agent. The
    Facility Agent shall notify the Company and the Lenders promptly upon being
    so satisfied.
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|4.2 | Further
    conditions precedent                                                                                                                                                                                                                                                                                                                                                                              
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|4.3 | Conditions
    relating to Optional Currencies                                                                                                                                                                                                                                                                                                                                                                
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                               

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|    | (b)                            | If
        the Facility Agent has received a written request from the Company for
        a currency to be approved under paragraph (a)(ii) above, the Facility
    Agent will, as soon as reasonably practicable, confirm to the Company:                                                                                                           
|--- | ------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                |                                                                                                                                                                                                                                                                                                                                                      
|    |                                | (i)                                                                                                                                                                                                                                                                                                                                                  
|    |                                |                                                                                                                                                                                                                                                                                                                                                      
|    |                                | (ii)                                                                                                                                                                                                                                                                                                                                                 
|    |                               
|4.4 | Maximum
    number of Advances
|    | (a)                            | A Borrower
        may not deliver a Utilisation Request if, as a result of the proposed
        Utilisation, more than 10 Advances (other than Swingline Advances) would
        be outstanding or, in the case of Swingline Advances if, as a result
        of the proposed Utilisation, more than 10 Swingline Advances would be
    outstanding.
|    |                                |                                                                                                                                                                                                                                                                                                                                                      
|    | (b)                            | Any Advance
        made by a single Lender under Clause 6.2 (Unavailability
        of a currency)
    shall not be taken into account in this Clause 4.4.                                                                                                                                                                                          

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SECTION 3 
UTILISATION

|5.  | UTILISATION                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|5.1 | Delivery
    of a Utilisation RequestA
      Borrower may utilise the Facility (other than for the purpose of drawing
      Swingline Advances, which may be drawn in accordance with Clause 5.5 (Delivery
      of a Utilisation Request for a Swingline Advance)) by delivery to the Facility
      Agent of a duly completed Utilisation Request not later than the Specified
      Time.
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|5.2 | Completion
    of a Utilisation Request                                                                                                                                                                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|5.3 | Currency
    and amount                                                                                                                                                                                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                             
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                         

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|5.4 | Lenders’    participation                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.5 | Delivery
    of a Utilisation Request for a Swingline AdvanceThe
    Company may utilise the Swingline Facility by delivery (in the case of a
    Euro Swingline Advance) to the Euro Swingline Agent or (in the case of a
    Dollar Swingline Advance) to the Dollar Swingline Agent, in each case with
    a copy to the Facility Agent, of a duly completed Utilisation Request not
    later than the Specified Time.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.6 | Completion
    of a Utilisation Request for a Swingline Advance                                                                                                                                                                                                                                                                                                                                                           
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.7 | Currency
    and amount of Swingline Advances                                                                                                                                                                                                                                                                                                                                                                             
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                       

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|5.8  | Swingline
    Lenders’ participation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.9  | Automatic
    Advance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.10 | Use
    of Swingline Advance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | The
        Company may not use the proceeds of any Swingline Advance to repay, in
        whole or in part, any other Swingline Advance. The proceeds of any non-Swingline
        Advance (other than an Advance requested before the date of a Swingline
        Advance) made hereunder shall first be applied in repayment of any Swingline
        Advance (together with any accrued interest thereon), and the Facility
        Agent shall pay such portion of any such Advance to be made hereunder
        to the Swingline Lenders as is necessary to repay each outstanding Swingline
    Advance (together with any accrued interest thereon).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.11 | Relationship
    with Facility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| | (a) | This
    Clause applies when a Swingline Advance is outstanding or is to be borrowed.                                                                                                                                                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                  
| | (b) | The
    Swingline Facility is not independent of the Facility.                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                  
| | (c) | Notwithstanding
        any other term of this Agreement a Lender is only obliged to participate
        in an Advance to the extent that it would not result in its share in
        the Base Currency Amounts of all Advances and that of a Lender which
    is its Affiliate exceeding its Overall Commitment.
| |     |                                                                                                                                                                                                                                                                                                                  
| | (d) | For
        this purpose, “Overall
        Commitment” of
    a Lender means:                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                                                                              

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|     |                                                                                                                                                  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | in the
        case of a Swingline Lender which does not have a Commitment, the Commitment
    of a Lender which is its Affiliate.                                    
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                       
|     | (e)                                                                                                                                              | Where,
        but for the operation of paragraph (c) above, a Lender’s share in the
        Advances and that of a Lender which is its Affiliate would have exceeded
        its Overall Commitment, the excess will be apportioned among the other
        Lenders participating in the relevant Advance pro rata according to their
        relevant Commitments. This calculation will be applied as often as necessary
        until the Advance is apportioned among the relevant Lenders in a manner
    consistent with paragraph (c) above.                                                                                     
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                       
|     | (f)                                                                                                                                              | The
        Swingline Commitments must not at any time exceed the Commitments and,
        if necessary, the Swingline Commitments will be automatically reduced
    to achieve this.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                       
|5.12 | Conditions
    of assignment or transfer                                                                                                        
|     | Notwithstanding
        any other term of this Agreement, each Lender must ensure that at all
    times its Overall Commitment is not less than:
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                       
|     | (a)                                                                                                                                              | its
    Swingline Commitment; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                       
|     | (b)                                                                                                                                              | if
        it does not have a Swingline Commitment, the Swingline Commitment of
    a Lender which is its Affiliate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                       
|5.13 | Affiliate
    Facility Offices                                                                                                                  
|     | (a)                                                                                                                                              | A
      Lender (the “Primary
      Lender”)
      may fulfil its obligations to participate in or make any Advance to any
      Borrower in a particular country through an Affiliate of that Primary Lender
      if:                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                       
|     |                                                                                                                                                  | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | such Affiliate
        is specified in this Agreement as a Lender by appearing under the name
    of the Primary Lender in Schedule 1 and executing this Agreement; or
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                       
|     |                                                                                                                                                  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | such Affiliate
    becomes a Lender by means of executing a Transfer Certificate.                                                                                     
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                       
|     | (b)                                                                                                                                              | An Affiliate
        of a Primary Lender referred to in this Clause 5.13 shall not have any
        Commitment or Swingline Commitment, but the Commitment and/or Swingline
        Commitment of the relevant Primary Lender shall be reduced to the extent
        of the Base Currency Amounts of Advances (or Swingline Advances) made
        available by that Affiliate. Accordingly, the Primary Lender and the
        relevant Affiliate shall be treated as having a single Commitment and
        (if applicable) Swingline Commitment and a single vote but for all other
    purposes shall be treated as separate Lenders.
|     |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                       
|     | (c)                                                                                                                                              | A
        Lender which has an Affiliate appearing under its name in Schedule 1
        and executing this Agreement (or, as the case may be, appearing in a
        Transfer Certificate) will remain liable for the relevant obligations
        under the Finance Documents in the event that the Affiliate fails to
    perform them.                                                                                                                                                                                                                                                                                                 

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|6.  | OPTIONAL
    CURRENCIES                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                            
|6.1 | Selection
    of currency                                                                                                                                                                                                                                                                                                                  
|    | A
        Borrower (or the Company on behalf of a Borrower) shall select the currency
    of an Advance in a Utilisation Request.                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                            
|6.2 | Unavailability
    of a currency                                                                                                                                                                                                                                                                                                           
|    | If
    before the Specified Time on any Quotation Day:                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                            
|    | (b)                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                            
|6.3 | Participation
    in an Advance                                                                                                                                                                                                                                                                                                            
|    | Each
        Lender’s participation in an Advance (other than a Swingline Advance)
        will be determined in accordance with paragraph (b) of Clause 5.4 (Lenders’        participation)
        or, in the case of a Swingline Advance, in accordance with paragraph
        (b) of Clause 5.8 (Swingline
    Lenders’ participation).
|    |                                                                                                                                                                                                                                                                                                                                            
|6.4 | Notification                                                                                                                                                                                                                                                                                                                               
|    | The
        Facility Agent shall notify the Lenders and the Company of Optional Currency
        amounts (and the applicable Agent’s Spot Rate of Exchange) promptly after
    they are ascertained.                                                                                                                                       

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SECTION 4
REPAYMENT, PREPAYMENT
AND CANCELLATION

|7.  | REPAYMENT                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                             
|    | Each Borrower
        which has drawn an Advance shall repay that Advance on the last day of
    its Interest Period.                                                                       
|    |                                                                                                                                                                                             
|8.  | PREPAYMENT
    AND CANCELLATION                                                                                                                                                             
|    |                                                                                                                                                                                             
|8.1 | Illegality                                                                                                                                                                                  
|    | If
        it becomes unlawful in any jurisdiction for a Lender to perform any of
        its obligations as contemplated by this Agreement or to fund its participation
    in any Advance:
|    |                                                                                                                                                                                             
|    | (a)                                                                                                                                                                                         
|    |                                                                                                                                                                                             
|    | (b)                                                                                                                                                                                         
|    |                                                                                                                                                                                             
|    | (c)                                                                                                                                                                                         
|    |                                                                                                                                                                                             
|8.2 | Mandatory
    Prepayment on Change of Control                                                                                                                                               
|    | (a)                                                                                                                                                                                         
|    |                                                                                                                                                                                             
|    | (b)                                                                                                                                                                                         
|    |                                                                                                                                                                                             
|    |                                                                                                                                                                                             

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (ii)                                                                                                                                                                                                                                                                                                                                                       | declare
        that the Total Commitments shall be cancelled, whereupon the Total Commitments
        shall be cancelled and the Commitment of each Lender shall be cancelled
    and reduced to zero.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        
|8.3 | Voluntary
    cancellation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The
        Company may, if it gives the Facility Agent not less than 3 Business
        Days’ (or such shorter period as the Majority Lenders may agree) prior
        notice, cancel the whole or any part (being a minimum amount of euro
        25,000,000) of the Available Facility. Any cancellation in part under
        this Clause 8.3 will be applied against the Commitment of each Lender
    pro rata.                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        
|8.4 | Voluntary
    Prepayment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The
        Borrower to which an Advance has been made may, if it gives the Facility
        Agent not less than 3 Business Days’ (in the case of any Advance
        other than a Swingline Advance) or 1 day’s (in the case of any Swingline
        Advance)
        or, such shorter period as the Majority Lenders may agree, prior notice,
        prepay the whole or (other than in the case of a Swingline Advance) any
        part of an Advance (but if in part, being an amount that reduces the
        Base Currency Amount of the Advance by a minimum amount of euro 25,000,000).
        Any prepayment in part under this Clause 8.4 will be applied against
    the participations of each Lender in the relevant Advance pro rata.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        
|8.5 | Right
    of repayment and cancellation in relation to a single Lender                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | If:                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (i)                                                                                                                                                                                                                                                                                                                                                        | any sum
        payable to any Lender by an Obligor is required to be increased under
        Clause 13 (Tax
        Gross-up);
    or                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (ii)                                                                                                                                                                                                                                                                                                                                                       | any Lender
        claims indemnification from the Company under Clause 14.1 (Increased
    costs),                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | the
        Company may, whilst the circumstance giving rise to the requirement or
        indemnification
        continues, give the Facility Agent notice of cancellation of the Commitment
        of that Lender and its intention to procure the repayment of that Lender’s
    participation in the Advances.                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | On
        receipt of a notice referred to in paragraph (a) above, the Commitment
    of that Lender shall immediately be reduced to zero.                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | On
        the last day of each Interest Period in respect of an Advance which ends
        after the Company has given notice under paragraph (a) above (or, if
        earlier, the date specified by the Company in that notice), each Borrower
        to which an Advance is outstanding shall repay that Lender’s participation
    in that Advance.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        
|8.6 | Restrictions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Any
        notice of cancellation or prepayment given by any Party under this Clause
        8 shall be irrevocable and, unless a contrary indication appears in this
        Agreement, shall specify the date or dates upon which the relevant cancellation
    or prepayment is to be made and the amount of that cancellation or prepayment.         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Any
        prepayment under this Agreement shall be made together with accrued interest
        on the amount prepaid and, subject to any Break Costs, without premium
    or penalty.                                                                                                                                                                   

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|(c) | Unless a
      contrary indication appears in this Agreement, any part of a Facility which
      is prepaid may be reborrowed in accordance with the terms of this Agreement.                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                       
|(d) | The Borrowers
      shall not repay or prepay all or any part of the Advances or cancel all
      or any part of the Commitments except at the times and in the manner expressly
      provided for in this Agreement.
|    |                                                                                                                                                                                                                       
|(e) | No amount
      of the Total Commitments cancelled under this Agreement may be subsequently
      reinstated.                                                                                                         
|    |                                                                                                                                                                                                                       
|(f) | If the Facility
      Agent receives a notice under this Clause 8 it shall promptly notify either
      the Company or the affected Lender, as appropriate.                                                           

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SECTION
  5 
  COSTS OF UTILISATION

|9.   | INTEREST                                                                                                                                                                                                                                                                                                    
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                             
|9.1  | Calculation
      of interest                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                             
|9.2  | Payment
      of interest                                                                                                                                                                                                                                                                                   
|     | The
      Borrower to which an Advance has been made shall pay accrued interest on
      that Advance on the last day of each Interest Period (and, if the Interest
      Period is longer than six Months, on the dates falling at six monthly intervals
      after the first day of the Interest Period).
|     |                                                                                                                                                                                                                                                                                                             
|9.3  | Default
      interest                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                             
|9.4  | Notification
      of rates of interest                                                                                                                                                                                                                                                                     
|     | The
      Facility Agent shall promptly notify the Lenders and the relevant Borrower
      of the determination of a rate of interest under this Agreement.                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                             
|10.  | INTEREST
      PERIODS                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                             
|10.1 | Selection
      of Interest Periods                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                         

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|     | (b)                                                                                                                                                                                                                                                                                                                                                                           | Subject
      to this Clause 10, a Borrower (or the Company) may select an Interest Period
      of:                                                                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                               | (i)                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                               | (ii)                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                          
|     | (c)                                                                                                                                                                                                                                                                                                                                                                           | An
      Interest Period for an Advance shall not extend beyond, as applicable, the
      Termination Date relating to the Lenders participating in that Advance.                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                          
|     | (d)                                                                                                                                                                                                                                                                                                                                                                           | Each
      Interest Period for an Advance shall start on the Utilisation Date.                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                          
|     | (e)                                                                                                                                                                                                                                                                                                                                                                           | Each
      Advance has one Interest Period only.                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                          
|10.2 | Non-Business
      Days                                                                                                                                                                                                                                                                                                                                                      
|     | If
      an Interest Period would otherwise end on a day which is not a Business
      Day, that Interest Period will instead end on the next Business Day in that
      calendar month (if there is one) or the preceding Business Day (if there
      is not).                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                          
|11.  | CHANGES
      TO THE CALCULATION OF INTEREST                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                          
|11.1 | Absence
      of quotations                                                                                                                                                                                                                                                                                                                                                  
|     | Subject
      to Clause 11.2 (Market
      disruption),
      if LIBOR or EURIBOR is to be determined by reference to the Reference Banks
      but a Reference Bank does not supply a quotation by the Specified Time on
      the Quotation Day, the applicable LIBOR or EURIBOR shall be determined on
      the basis of the quotations of the remaining Reference Banks.
|     |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                          
|11.2 | Market
      disruption                                                                                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                                                                                                                                                           | If
      a Market Disruption Event occurs in relation to an Advance (other than a
      Swingline Advance) for any Interest Period, then the rate of interest on
      each Lender's share of that Advance for the Interest Period shall be the
      rate per annum which is the sum of:
|     |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                               | (i)                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                               | (ii)                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                               | (iii)                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                                                                                                                                                                           | In
      this Agreement 1“Market
      Disruption Event”means in relation to an Advance (not being a Swingline Advance):                                                                                                                                                                 

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|     |                                                | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | at or about
      noon on the Quotation Day for the relevant Interest Period the Screen Rate
      is not available and none or only one of the Reference Banks supplies a
      rate to the Facility Agent to determine LIBOR or, if applicable, EURIBOR
      for the relevant currency and period; or                                                                                                                                                                                                                                                   
|---- | ---------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the
      Facility Agent (after consultation with the Reference Banks) shall have
      determined (which determination shall be conclusive and binding upon all
      Parties) that by reason of circumstances affecting the Relevant Interbank
      Market generally, adequate and fair means do not exist for ascertaining
      EURIBOR or, as the case may be, LIBOR applicable to an Advance for the relevant
      Interest Period or EURIBOR or, as the case may be, LIBOR does not adequately
      represent the cost of funding to the Lenders,
|     |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                | provided
      thatthe
      Company and the Lenders (through the Facility Agent) may agree that, if
      not already drawn, the Advances concerned shall not be borrowed (subject
      to the provisions of paragraph (c) of Clause 15.2 (Other
      Indemnities).                                                                                                                                                                                                                                                                                                    
|     |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.3 | Alternative
      basis of interest or funding
|     | (a)                                            | If
      a Market Disruption Event occurs and the Facility Agent or the Borrower
      so requires, the Facility Agent and the Borrower shall enter into negotiations
      (for a period of not more than thirty days) with a view to agreeing a substitute
      basis for determining the rate of interest.                                                                                                                                                                                                                                                            
|     |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                            | Any
      alternative basis agreed pursuant to paragraph (a) above shall, with the
      prior consent of all the Lenders and the Company, be binding on all Parties.                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.4 | Break
      Costs                             
|     | (a)                                            | Each
      Borrower shall, within 5 Business Days of demand by a Finance Party, pay
      to that Finance Party its Break Costs attributable to all or any part of
      an Advance or Unpaid Sum being paid by that Borrower on a day other than
      the last day of an Interest Period for that Advance or Unpaid Sum.                                                                                                                                                                                                                                                
|     |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                            | Any
      demand made by a Finance Party pursuant to paragraph (a) above shall be
      accompanied by a certificate confirming the amount of its Break Costs for
      the relevant Interest Period.                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12.  | FEES                                          
|     |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12.1 | Commitment
      fee                          
|     | (a)                                            | The
      Company shall pay to the Facility Agent (for the account of each Lender)
      a fee in the Base Currency on that Lender's Available Commitment for the
      Availability Period, at the rate per annum for each day of each relevant
      period referred to in paragraph (b) below which is equal to 32.5 per cent.
      of the Margin applicable at such time (as computed in accordance with Schedule
      4 (The
      Margin)).
      Any change in the Commitment Fee shall take effect 5 days after the change
      in the Company's Credit Rating.
|     |                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                            | The
      accrued commitment fee is payable on the last day of each successive period
      of three Months commencing from the date of this Agreement and on the last
      day of the                                                                                                                                                                                                                                                                                                                                                                                   

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|     |                                                                                                                               | Availability
      Period applicable to a Lender and on the cancelled amount of the relevant
      Lender's Commitment at the time the cancellation is effective.                                                                                                                                                                                
|---- | ----------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                  
|12.2 | Utilisation
      Fee                                                                                                        
|     | (a)                                                                                                                           | The
      Company shall pay to the Facility Agent (for the account of the Lenders
      pro rata to their Outstandings) a utilisation fee computed at the rate of
      0.05 per cent. per annum on the Total Outstandings for each day that the
      Total Outstandings are in an amount exceeding 50 per cent. of the Total
      Commitments.
|     |                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                           | The
      accrued utilisation fee is payable on the last day of each successive period
      of three Months commencing from the date of this Agreement and on the Termination
      Date.                                                                                                                                                       
|     |                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                  
|12.3 | Arrangement
      Fee                                                                                                        
|     | The
      Company shall pay to the Mandated Lead Arrangers fees in the amounts and
      at the times agreed in a Fee Letter.
|     |                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                  
|12.4 | Agency
      fees                                                                                                            
|     | (a)                                                                                                                           | The
      Company shall pay to the Facility Agent (for its own account) an agency
      fee in the amount and at the times agreed in a Fee Letter.                                                                                                                                                                                               
|     |                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                           | The
      Company shall pay to the Euro Swingline Agent (for its own account) an agency
      fee in the amount and at the times agreed in a Fee Letter.                                                                                                                                                                                         
|     |                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                  
|     | (c)                                                                                                                           | The
      Company shall pay to the Dollar Swingline Agent (for its own account) an
      agency fee in the amount and at the times agreed in a Fee Letter.                                                                                                                                                                                       

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SECTION 6 
  ADDITIONAL PAYMENT OBLIGATIONS

|13.  | TAX
      GROSS UP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|13.1 | Gross-up                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|13.2 | Tax
      receipts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | All
      taxes required by law to be deducted or withheld by an Obligor from any
      amounts paid or payable under the Finance Documents shall be paid in full
      by the relevant Obligor when due and the Obligor shall, within 15 days of
      the payment being made, deliver to the Facility Agent for the relevant Lender
      evidence satisfactory to that Lender (including copies of all relevant tax
      receipts) that the payment has been duly remitted to the appropriate authority.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|13.3 | Tax
      Credit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|     |                                                                                                                                                                                                                                                                                            | obliged
       to disclose any information relating to its tax affairs or any computations
    in respect thereof.                                                                                                                                                                                                                                                                                                                                                                 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                           
|13.4 | Stamp
      taxes                                                                                                                                                                                                                                                                         
|     | The
      relevant Obligor shall pay and, promptly on demand, indemnify each Finance
      Party against any cost, loss or liability that Finance Party incurs in relation
      to all stamp duty, registration and other similar Taxes payable in respect
      of any Finance Document.
|     |                                                                                                                                                                                                                                                                                           
|13.5 | Value
      added tax                                                                                                                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                                                                                                        | All consideration payable under a Finance Document by an Obligor to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is chargeable, the relevant Obligor shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT.                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                        | Where
      a Finance Document requires an Obligor to reimburse a Finance Party for
      any costs or expenses, that Obligor shall also at the same time pay and
      indemnify that Finance Party against all VAT incurred by that Finance Party
      in respect of the costs or expenses save to the extent that that Finance
      Party is entitled to repayment or credit in respect of the VAT.                                                                           
|14.  | INCREASED
      COSTS                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|14.1 | Increased
      costs                                                                                                                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                                                                                                        | Subject
       to Clause 14.3 (Exceptions)
       the relevant Obligor shall, immediately on demand by the Facility Agent,
       pay for the account of a Finance Party the amount of any Increased Costs
       incurred by that Finance Party as a result of (i) the introduction of
       or any change in (or in the interpretation or application of) any law
       or regulation or(ii)compliance
       with any law or regulation made after the date of this Agreement.
|     |                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                        | In
      this Agreement “Increased
      Costs”means:                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (i)                                                                                                                                                                                                                                                                                        | a
       reduction in the rate of return from the Facilities or on a Finance Party’s
       (or any of its Holding Companies') overall capital;                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (ii)                                                                                                                                                                                                                                                                                       | an additional or increased cost (including any loss, liability or cost for or on account of Tax); or                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                            | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                            | which
      is incurred or suffered by a Finance Party or any of its Holding Companies
      to the extent that it is attributable to that Finance Party having entered
      into its Commitment or funding or performing its obligations under any Finance
      Document.                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                           
|14.2 | Increased
      cost claims                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                        | A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the relevant Obligor.                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                        | Each Finance Party shall, together with any demand made pursuant to paragraph (a) above, provide a certificate confirming the amount of its Increased Costs with full                                                                                                                                                                                                                                                                                                              

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|     |                                                                                                                                                                                                                               | supporting
       details (which certificate shall constitute prima facie non-binding evidence
    of the matters to which it relates).                                                                                                                                                                                                                                                                                                                                                                    
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14.3 | Exceptions                                                                                                                                                                                                                   
|     | Clause
        14.1 (Increased
        costs)
    does not apply to the extent any Increased Cost is:                                                                                                                        
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                           | attributable to any Tax or amounts in respect of Tax which must be deducted from any amounts payable or paid by an Obligor or paid or payable by the Facility Agent to a Lender under the Finance Documents or compensated for by the operation of Clause 13.1 (Gross-up);                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                           | compensated for by the payment of the Mandatory Cost; or                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (c)                                                                                                                                                                                                                           | attributable to the breach by the relevant Finance Party or its Holding Companies of any law or regulation; or                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (d)                                                                                                                                                                                                                           | attributable to any Tax on the overall net income, profits or gains of a division or branch of the Lender or any of its Holding Companies imposed in the jurisdiction in which its principal office or Facility Office is for the time being situate.                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                              
|15.  | OTHER
      INDEMNITIES                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|15.1 | Currency
      indemnity                                                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                                           | If
       any sum due from an Obligor under the Finance Documents (a “Sum”),
       or any order, judgment or award given or made in relation to a Sum, has
       to be converted from the currency (the “First Currency”)
       in which that Sum is payable into another currency (the “SecondCurrency”)
    for the purpose of:                                                                                                                                                                       
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (i)                                                                                                                                                                                                                           | making or filing a claim or proof against that Obligor;                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (ii)                                                                                                                                                                                                                          | obtaining
      or enforcing an order, judgment or award in relation to any litigation
    or arbitration proceedings,                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                               | that Obligor shall as an independent obligation, within 5 Business Days
      of demand, indemnify each Finance Party to whom that Sum is due against
      any cost, loss or liability arising out of or as a result of the conversion
      including any discrepancy between (A) the rate of exchange used to convert
      that Sum from the First Currency into the Second Currency and (B) the rate
      or rates of exchange available to that person at the time of its receipt
      of that Sum.
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                           | Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                              
|15.2 | Other
      indemnities                                                                                                                                                                                                      
|     | The
      Company shall (or shall procure that an Obligor will), indemnify each Finance
      Party within 5 Business Days of demand against any cost, loss or liability
      incurred by that Finance Party as a result of:
|     |                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                           | the occurrence of any Event of Default;                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|     | (b)                                                                                                                                                                                                      | a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Lenders);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                                                                                                                                                                                      | funding, or making arrangements to fund, its participation in an Advance requested by the relevant Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by a Finance Party or any employee or agent of, or other person instructed by, such Finance Party);                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (d)                                                                                                                                                                                                      | an Advance (or part of an Advance) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (e)                                                                                                                                                                                                      | any representation, warranty or statement given by a Dutch Borrower in Clause 19.12(b) (Professional Market Party Representations) being incorrect when made or deemed to be made, provided that this Clause 15.2(e) shall not apply to any Lender or New Lender which makes a misrepresentation under Clause 19.12(a) (Professional Market Party Representations).                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                         
|15.3 | Indemnity
    to the Facility Agent                                                                                                                                                                     
|     | The
      Company shall within 5 Business Days of demand indemnify the Facility Agent
      against any cost, loss or liability incurred by the Facility Agent (acting
      reasonably) as a result of:
|     |                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                      | investigating any event which it reasonably believes is a Default; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                      | entering into or performing any foreign exchange contract for the purposes of Clause6 (Optional Currencies); or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                                                                                                                                                                                      | acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                         
|16.  | MITIGATION
      BY THE LENDERS                                                                                                                                                                         
|     |                                                                                                                                                                                                         
|16.1 | Mitigation                                                                                                                                                                                              
|     | (a)                                                                                                                                                                                                      | Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under, or cancelled pursuant to, any of Clause 8.1 (Illegality), Clause 13 (Tax gross-up) or Clause 14 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office and, in such circumstances a Lender will, at the request of the Company but subject to the Company indemnifying it for the costs of so doing, transfer its rights and obligations under the Finance Documents to another Affiliate or Facility Office.
|     |                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                      | Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|16.2 | Limitation
      of liability                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                      | The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 16.1 (Mitigation).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the bona fide written opinion of that Finance Party, to do so would or would be likely to have a material adverse effect upon its business, operation or financial condition or would involve it in any unlawful activity or any activity that is contrary to any request, guidance or directive of any competent authority (whether or not having the force of law) or (unless indemnified to its satisfaction) would involve it in any significant expense or Tax disadvantage.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|17.  | COSTS
      AND EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|17.1 | Transaction
      expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | The
      Company shall within 5 Business Days of demand pay to the Facility Agent
      and the Mandated Lead Arrangers the amount of all out-of-pocket costs and
      expenses (including legal fees) reasonably incurred by any of them in connection
      with the negotiation, preparation, printing and execution of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | this Agreement and any other documents referred to in this Agreement; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | any other Finance Documents executed after the date of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|17.2 | Amendment
      costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | If
        (a) an Obligor requests an amendment, waiver or consent or (b) an amendment
        is required pursuant to Clause 28.9 (Change
        of currency),
        or (c) any other matter, not of an ordinary administrative nature, arises
        out of or in connection with a Finance Document which, in the reasonable
        opinion of the Facility Agent, is attributable to an Obligor, the Company
        shall, within 5 Business Days of demand, reimburse the Facility Agent
        for the amount of all out-of-pocket costs and expenses (including legal
        fees) reasonably incurred by the Facility Agent and, if applicable, the
        Mandated Lead Arrangers in responding to, evaluating, negotiating or
    complying with that request, requirement or other matter.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|17.3 | Enforcement
      costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | The
      Company shall within 5 Business Days of demand, pay to each Finance Party
      the amount of all costs and expenses (including legal fees) properly incurred
      by that Finance Party in connection with the enforcement of, or the preservation
      of any rights under, any Finance Document or in investigating any possible
      Default of which an Obligor or the Majority Lenders have given notice.                                                                                                                                                                                                                                                                                                                                                                                  

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SECTION
  7
  GUARANTEE

|18.  | GUARANTEE
      AND INDEMNITY                                                                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                             
|18.1 | Guarantee
      and indemnity                                                                                                                                                                                                                                                                                                                                                                               
|     | Each
      Guarantor irrevocably and unconditionally jointly and severally:                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                             
|18.2 | Continuing
      guarantee                                                                                                                                                                                                                                                                                                                                                                                  
|     | This
      guarantee is a continuing guarantee and will extend to the ultimate balance
      of sums payable by any Obligor under the Finance Documents, regardless of
      any intermediate payment or discharge in whole or in part.                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                             
|18.3 | Reinstatement                                                                                                                                                                                                                                                                                                                                                                                               
|     | If
      any payment by an Obligor or any discharge given by a Finance Party (whether
      in respect of the obligations of any Obligor or any security for those obligations
      or otherwise) is avoided or reduced as a result of (or must be restored
      on) insolvency or any similar event:                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                             
|18.4 | Waiver
      of defences                                                                                                                                                                                                                                                                                                                                                                                    
|     | The
      obligations of each Guarantor under this Clause 18 will not be affected
      by an act, omission, matter or thing which, but for this Clause, would reduce,
      release or prejudice any of its obligations under this Clause 18 or prejudice
      or diminish those obligations in whole or in part (without limitation and
      whether or not known to it or any Finance Party) including:
|     |                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                         

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|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                              | the
      taking, variation, compromise, exchange, renewal or release of, or refusal
      or neglect to perfect, take up or enforce, any rights against, or security
      over assets of, any Obligor or other person or any non-presentation or non-observance
      of any formality or other requirement in respect of any instrument or any
      failure to realise the full value of any security;
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                              | any
      incapacity or lack of power, authority or legal personality of or dissolution
      or change in the members or status of an Obligor or any other person;                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                              | any
      amendment (however fundamental) or replacement of a Finance Document or
      any other document or security;                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                              | any
      unenforceability, illegality or invalidity of any obligation of any person
      under any Finance Document or any other document or security to the intent
      that each Guarantor's obligations under this Clause 18 shall remain in full
      force and its guarantee be construed accordingly, as if there were no unenforceability,
      illegality or invalidity; or                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                              | any
      insolvency or similar proceedings.                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                           
|18.5 | Immediate
      recourse                                                                                                                                                                                                                                                                                                                                                                                        
|     | Each
      Guarantor waives any right it may have of first requiring any Finance Party
      (or any trustee or agent on its behalf) to proceed against or enforce any
      other rights or security or claim payment from any person before claiming
      from that Guarantor under this Clause 18. This waiver applies irrespective
      of any law or any provision of a Finance Document to the contrary.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                           
|18.6 | Appropriations                                                                                                                                                                                                                                                                                                                                                                                                  
|     | Until
      all amounts which may be or become payable by the Obligors under or in connection
      with the Finance Documents have been irrevocably paid in full, each Finance
      Party (or any trustee or agent on its behalf) may:                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                              | refrain
      from applying or enforcing any other moneys, security or rights held or
      received by that Finance Party (or any trustee or agent on its behalf) in
      respect of those amounts, or apply and enforce the same in such manner and
      order as it sees fit (whether against those amounts or otherwise) and no
      Guarantor shall be entitled to the benefit of the same; and   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                              | hold
      in an interest-bearing suspense account any moneys received from any Guarantor
      or on account of any Guarantor's liability under this Clause 18.                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                           
|18.7 | Deferral
      of Guarantors' rights                                                                                                                                                                                                                                                                                                                                                                            
|     | Until
      all amounts which may be or become payable by the Obligors under or in connection
      with the Finance Documents have been irrevocably paid in full and unless
      the Facility Agent otherwise directs, no Guarantor will exercise any rights
      which it may have by reason of performance by it of its obligations under
      the Finance Documents:                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                              | to
      be indemnified by an Obligor;                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                              | to
      claim any contribution from any other guarantor of any Obligor's obligations
      under the Finance Documents; and/or                                                                                                                                                                                                                                                                           

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|     | (c)                                                                                                                                                             | to take
      the benefit (in whole or in part and whether by way of subrogation or otherwise)
      of any rights of the Finance Parties under the Finance Documents or of any
      other guarantee or security taken pursuant to, or in connection with, the
      Finance Documents by any Finance Party.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                              
|18.8 | Additional
      security                                                                                                                                      
|     | This
      guarantee is in addition to and is not in any way prejudiced by any other
      guarantee or security now or subsequently held by any Finance Party.

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SECTION
    8REPRESENTATIONS,
    UNDERTAKINGS AND EVENTS OF DEFAULT


|**19.** | REPRESENTATIONS
      AND WARRANTIES                                                                                                                                                                                                                                                  
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                       
|19.1    | Representations
      and warranties                                                                                                                                                                                                                                                  
|        | Each
      Obligor makes the representations and warranties set out in Clauses 19.2
      (Status)
      to 19.10 (Information)
      to each Finance Party.                                                                                                                          
|        |                                                                                                                                                                                                                                                                                       
|19.2    | Status                                                                                                                                                                                                                                                                                
|        | (a)                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                       
|        | (b)                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                       
|        | (c)                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                       
|19.3    | Powers
      and authority                                                                                                                                                                                                                                                            
|        | It
      has the power to enter into and perform, and has taken all necessary action
      to authorise the entry into, performance and delivery of, the Finance Documents
      to which it is or will be a party and the transactions contemplated by those
      Finance Documents.
|        |                                                                                                                                                                                                                                                                                       
|19.4    | Legal
      validity                                                                                                                                                                                                                                                                  
|        | Each
      Finance Document to which it is or will be a party constitutes, or when
      executed in accordance with its terms will constitute, its legal, valid
      and binding obligation enforceable in accordance with its terms.                                               
|        |                                                                                                                                                                                                                                                                                       
|19.5    | Non-conflict                                                                                                                                                                                                                                                                          
|        | The
      entry into and performance by it of, and the transactions contemplated by,
      the Finance Documents do not and will not conflict with:                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                       
|        | (a)                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                       
|        | (b)                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                       
|        | (c)                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                       
|        | (in
      the case of paragraph (c) only) to an extent or in a manner which is reasonably
      likely to have a Material Adverse Effect.                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                       
|19.6    | No
      default                                                                                                                                                                                                                                                                      
|        | (a)                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                       
|        | (b)                                                                                                                                                                                                                                                                                   

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | under
      any document which is binding on any Group Company or any asset of any Group
      Company to an extent or in a manner which is reasonably likely to have a
      Material Adverse Effect.                                                                  
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         
|19.7  | Authorisations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | All
      Authorisations required in connection with the entry into, performance,
      validity and enforceability of, and the transactions contemplated by, the
      Finance Documents have been obtained or effected (as appropriate) and are
      in full force and effect.                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         
|19.8  | Financial
      Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | The
      audited consolidated financial statements of the Group most recently delivered
      to the Facility Agent (which, at the date of this Agreement, are the Original
      Group Financial Statements):                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (i)                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (ii)                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | There
      has been no material adverse change in the consolidated financial condition
      of the Group since the date to which the Original Group Financial Statements
      were drawn up which would be reasonably likely to have a Material Adverse
      Effect.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | The
      audited financial statements of each Obligor most recently delivered to
      the Facility Agent:                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (i)                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (ii)                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         
|19.9  | Litigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | No
      litigation, arbitration or administrative proceedings in relation to any
      Group Company are current or, to its knowledge, pending or threatened, which
      would, in the opinion of the members of the board of management (raad
      van bestuur)
      of the Company, have a Material Adverse Effect.                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                         
|19.10 | Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | To
      the best of its knowledge and belief, the factual written information (other
      than that obtained from public sources) in relation to this Agreement and
      the Facility provided by the Company was correct in all material respects
      as at its date and did not omit to state a material fact necessary to make
      such factual information not misleading in any material respect and all
      projections supplied by any member of the Group were made in good faith
      and based on opinions and assumptions considered to be reasonable at the
      time of supply.

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|19.11 | Times
      for making representations and warrantiesThe
      representations and warranties set out in this Clause 19:
|----- | ------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                         
|      | (a)                                                                                                                     
|      |                                                                                                                         
|      |                                                                                                                         
|      |                                                                                                                         
|      |                                                                                                                         
|      |                                                                                                                         
|      | (b)                                                                                                                     
|      |                                                                                                                         
|      |                                                                                                                         
|      |                                                                                                                         
|      |                                                                                                                         
|      |                                                                                                                         
|      | (c)                                                                                                                     
|      |                                                                                                                         
|      | (d)                                                                                                                     
|      |                                                                                                                         
|      | (e)                                                                                                                     
|      |                                                                                                                         
|      | in
      each case with reference to the facts and circumstances then existing.                                         
|      |                                                                                                                         
|19.12 | Professional
      Market Party Representations                                                                         
|      | (a)                                                                                                                     
|      |                                                                                                                         
|      |                                                                                                                         
|      |                                                                                                                         
|      |                                                                                                                         
|      |                                                                                                                         
|      | (b)                                                                                                                     
|      |                                                                                                                         
|      |                                                                                                                         

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|     |                                                                                                                                                                                                            | (ii)                                                                                                                                                                                                                                                                                                                                                                                                         | if on the
        date on which a New Lender becomes a Lender under a Finance Document,
        it is a requirement of Dutch law that such New Lender is a PMP, represents
        and warrants to the Finance Parties on the date on which each such New
        Lender becomes a party to a Finance Document as a Lender that it has
        independently verified the status of such New Lender, that each such
    Lender is a PMP on such date.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|20   | INFORMATION
    UNDERTAKINGS                                                                                                                                                                              
|     |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | The undertakings
        in this Clause 20 remain in force from the date of this Agreement for
        so long as any amount is outstanding under the Finance Documents or any
    Commitment is in force.
|     |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|20.1 | Financial
    Information                                                                                                                                                                                 
|     | The Company
    shall supply to the Facility Agent in sufficient copies for all the Lenders:                                                                                                              
|     |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                        | as soon
        as the same are available (and in any event within 120 days of the end
    of each of its financial years):                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                            | (i)                                                                                                                                                                                                                                                                                                                                                                                                          | the audited
        consolidated financial statements of the Group for that financial year;
    and                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                            | (ii)                                                                                                                                                                                                                                                                                                                                                                                                         | the audited
    financial statements of each Obligor for that financial year;                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (b)                                                                                                                                                                                                        | (i)                                                                                                                                                                                                                                                                                                                                                                                                          | as soon
        as the same are available (and in any event within 90 days of the end
        of the first half year of each financial year) its consolidated interim
        report and accounts for that financial period and its interim report
    and accounts for that financial period; and                                                                                                                                                   
|     |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                            | (ii)                                                                                                                                                                                                                                                                                                                                                                                                         | to the
        extent that the Company prepares them, as soon as the same are available
        (and in any event within 90 days of the end of each of the first three
        financial quarters of each of its financial years) its consolidated interim
        report and accounts for that financial quarter and its interim report
    and accounts for that financial quarter; and                                                            
|     |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (c)                                                                                                                                                                                                        | together
        with the consolidated financial statements specified in paragraphs (a)
        and (b) above, a certificate signed by one of its Executive Officers
        on its behalf certifying that no Default is outstanding or, if a Default
        is outstanding, specifying the Default and the steps, if any, being taken
    to remedy it and identifying each of its Principal Subsidiaries.
|     |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|20.2 | Basis
    of Preparation of Financial Statements                                                                                                                                                          
|     | The Company
    shall procure that:                                                                                                                                                                       
|     |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                        | each set
        of its financial statements and those of the Group are prepared using
        GAAP (in the case of annual financial statements) or in a manner consistent
        with GAAP (in the case of other financial statements, reports and accounts);
    and                                                                                                                                     
|     |                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (b)                                                                                                                                                                                                        | each set
        of financial statements of any other Obligor are prepared in accordance
        with accounting principles and practices generally accepted in the jurisdiction
    of its incorporation consistently applied.                                                                                                                                                                             

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|20.3 | Information
    - Miscellaneous                                                    
|---- | -----------------------------------------------------------------------------------
|     | The Company
    shall supply to the Facility Agent:                                
|     |                                                                                    
|     | (a)                                                                                
|     |                                                                                    
|     | (b)                                                                                
|     |                                                                                    
|     | (c)                                                                                
|     |                                                                                    
|     | in sufficient
    copies for all of the Lenders, if the Facility Agent so requests.
|     |                                                                                    
|20.4 | Use
    of websites                                                                
|     | (a)                                                                                
|     |                                                                                    
|     |                                                                                    
|     |                                                                                    
|     |                                                                                    
|     |                                                                                    
|     |                                                                                    
|     |                                                                                    
|     |                                                                                    
|     |                                                                                    
|     |                                                                                    
|     |                                                                                    
|     | (b)                                                                                
|     |                                                                                    
|     |                                                                                    
|     |                                                                                    
|     |                                                                                    
|     |                                                                                    
|     |                                                                                    
|     |                                                                                    
|     | (c)                                                                                
|     |                                                                                    
|     |                                                                                    

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|     |                                                                                                                                                                                                                                                                                                                                            | (ii)                                                                                                                                                                                                   | the website
        or any information on the website is infected by any electronic virus
    or similar software;                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        |                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                            | (iii)                                                                                                                                                                                                  | the relevant
    password for the website is changed; or                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        |                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                            | (iv)                                                                                                                                                                                                   | any information
        to be supplied under this Agreement is posted on the website or amended
    after being posted.                    
|     |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        |                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                            | If the
        circumstances in paragraphs (i) or (ii) above occur, the Company must
    supply any information required under this Agreement in paper form.                                          
|     |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        |                                                                                                                                            
|21.  | GENERAL
    UNDERTAKINGS                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        |                                                                                                                                            
|     | The undertakings
        in this Clause 21 will remain in force from the date of this Agreement
        for so long as any amount is or may be outstanding under the Finance
    Documents or any Commitment is in force.                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        |                                                                                                                                            
|21.1 | Notification
    of Default                                                                                                                                                                                                                                                                                                               
|     | The Company
        shall notify the Facility Agent of any Default (and the steps, if any,
    being taken to remedy it) promptly upon becoming aware of it.                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        |                                                                                                                                            
|21.2 | Authorisations                                                                                                                                                                                                                                                                                                                            
|     | Each Obligor
    shall promptly:                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        |                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                        | obtain,
    maintain and comply with the terms of; and                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        |                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                        | if requested,
    supply certified copies to the Facility Agent of,                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        |                                                                                                                                            
|     | any Authorisation
        required under any law or regulation to enable it to perform its obligations
    under, or for the validity or enforceability of, any Finance Document.                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        |                                                                                                                                            
|21.3 | Pari
    passu ranking                                                                                                                                                                                                                                                                                                                    
|     | Each Obligor
        shall procure that its obligations under the Finance Documents do and
        will rank at least pari passu with all its other present and future unsecured,
        unsubordinated obligations, except for obligations which from time to
    time are mandatorily preferred by law applying to companies generally.
|     |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        |                                                                                                                                            
|21.4 | Negative
    pledge                                                                                                                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                                        | Each Obligor
        shall not, and the Company shall procure that no Group Company will,
        create or permit to subsist any Security over all or any of its assets
    in respect of Borrowings.
|     |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        |                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                        | Paragraph
    (a) does not apply to:                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        |                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                            | (i)                                                                                                                                                                                                    | any Security
        created or subsisting with the prior written consent of the Majority
    Lenders;                                     
|     |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        |                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                            | (ii)                                                                                                                                                                                                   | any lien
        or rights of set-off arising by operation of law or in the ordinary course
    of business;                               
|     |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                        |                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                            | (iii)                                                                                                                                                                                                  | any Security
        over any assets of a Group Company existing at the time that company
        becomes a Group Companyprovided
    that:

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| |  |        | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the company
    is not a Group Company at the date of this Agreement;                                                                                                                                       
| |  | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
| |  |        | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the Security
    is not created in contemplation of that company becoming a Group Company;                                                                                                                  
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
| |  |        | (C)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the Security
        remains confined to the asset(s) it covered at the date the company became
    a Group Company; and                                                                                    
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
| |  |        | (D)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | to the
        extent that the amount secured has been increased, such Security shall
    not fall within this sub-paragraph (iii);                                                                         
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
| |  | (iv)   | any Security
    arising pursuant to a Cash-backed Borrowing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
| |  | (v)    | any Security
        referred to in paragraph (a)(ii) of the definition of "Project Borrowing" in
        Clause 1.1 (Definitions)
        or any Security over the assets of a Project Borrower created by such
        Project Borrower, provided that this paragraph (v) shall not permit any
        Security to be created by or subsist over all or any of the assets of
    the Company;                                                                                                                                               
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (vi)   | any netting
        or set-off arrangement entered into by any Group Company in the ordinary
        course of its banking arrangements for the purpose of netting debit and
    credit balances;                                                                                                                                                                                                                                                                                                                                             
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (vii)  | any netting
        or set-off arrangement entered into by any Group Company in connection
        with any Borrowing specified in paragraph (e) of the definition thereof,
        in connection with the netting of transactions across a single master
        agreement (or any equivalent) and the close-out or termination of any
        transaction thereunder, but excluding for the avoidance of doubt the
    granting of any collateral or credit or cash support in relation thereto;                                            
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (viii) | any Security
        over or affecting any asset acquired by a Group Company after the date
        of this Agreementprovided
    that:                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
| |  |        | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the Security
        was not created in contemplation of the acquisition of that asset by
    a Group Company; and                                                                                          
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
| |  |        | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | to the
        extent that the principal amount secured since the acquisition of that
        asset by a Group Company has been increased, such Security shall not
    fall within this sub-paragraph (vii);
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
| |  | (ix)   | any title
        transfer, conditional sale or retention of title arrangement entered
    into by any Group Company in the ordinary course of business;                                                                                                                                                                                                                                                                                                                                                                                      
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (x)    | any Security
    created by SNT Group NV or any of its Subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (xi)   | any Security
        (a "substitute
        Security")
        which replaces any other Security permitted under sub-paragraphs (i)
        to (viii) (inclusive) above (an "existing
        Security")
        to the extent that the Security secures an amount not exceeding the principal
        amount secured by such existing Security at the time it is replacedprovided
        that(1)
        the existing Security to be replaced is released and all amounts secured
    thereby are paid or otherwise discharged in full at or

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|     |           |                                                                                                                                                                                                                                                                                                                      | prior to
      the time of such substitute Security being created or arising and (2) such
      substitute Security does not extend to cover assets not previously subject
      to that existing Security; or                                                                                                                                                                                                                                        
|---- | --------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |           |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |           | (xii)                                                                                                                                                                                                                                                                                                                | any other
      Security created or outstanding, but only if the aggregate principal amount
      of Borrowings secured by all Security created or outstanding under this
      exception on or over any assets of any member of the Group, when taken together
      with the aggregate principal amount of unsecured Borrowings pursuant to
      Clause 21.7(l) (Subsidiary
      Borrowings)
      does not at any time exceed euro 2,600,000,000.
|     |           |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (c)       | The
      Company shall supply to the Facility Agent, within 5 Business Days of a
      request by the Facility Agent, a certificate signed by an Executive Officer
      certifying:                                                                                                                               
|     |           |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |           | (i)                                                                                                                                                                                                                                                                                                                  | the amount
      of the aggregate Borrowings secured by all Security falling within Paragraph
      (b)(xii) above; and                                                                                                                                                                                                                                                                                                                               
|     |           |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |           | (ii)                                                                                                                                                                                                                                                                                                                 | the amount
      of the aggregate Borrowings falling within Paragraph (l) of Clause 21.7
      (Subsidiary
      Borrowings),                                                                                                                                                                                                                                                                                                                         
|     |           |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |           | as
      at the date of the Facility Agents request.                                                                                                                                                                                                                                                               
|     |           |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|21.5 | Disposals
|     | (a)       | No
      Obligor shall, and the Company shall procure that no other Group Company
      shall, either in a single transaction or in a series of transactions, whether
      related or not and whether voluntarily or involuntarily, sell, transfer,
      grant or lease or otherwise dispose of any of its assets.
|     |           |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (b)       | Paragraph
      (a) does not apply to:                                                                                                                                                                                                                                                                              
|     |           |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |           | (i)                                                                                                                                                                                                                                                                                                                  | a disposal
      on arm's length terms and for fair market value;                                                                                                                                                                                                                                                                                                                                                                                     
|     |           |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |           | (ii)                                                                                                                                                                                                                                                                                                                 | a disposal
      of obsolete or waste assets;                                                                                                                                                                                                                                                                                                                                                                                                         
|     |           |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |           | (iii)                                                                                                                                                                                                                                                                                                                | disposals
      of assets in exchange for other assets comparable or superior as to type,
      value and quality;                                                                                                                                                                                                                                                                                                                                    
|     |           |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |           | (iv)                                                                                                                                                                                                                                                                                                                 | a disposal
      made in the ordinary course of business of the disposing entity;                                                                                                                                                                                                                                                                                                                                                                     
|     |           |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |           | (v)                                                                                                                                                                                                                                                                                                                  | any disposal
      or series of related disposals by Group Companies realising net disposal
      proceeds of euro 50,000,000 or less or its equivalent in any other currency
      (provided
      thatthe
      aggregate net disposal proceeds of all disposals permitted under this paragraph
      (b)(v) shall not exceed euro 250,000,000);                                                                                                    
|     |           |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |           | (vi)                                                                                                                                                                                                                                                                                                                 | payments
      of dividends;                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |           |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |           | (vii)                                                                                                                                                                                                                                                                                                                | any disposal
      between two or more Group Companies (excluding disposals to SNT Group N.V.
      which are not made on arm's length terms and for fair market value); or                                                                                                                                                                                                                                                                           
|     |           |                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |           | (viii)                                                                                                                                                                                                                                                                                                               | disposals
      with the prior written consent of the Majority Lenders.                                                                                                                                                                                                                                                                                                                                                                               

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|21.6 | Merger                                                                                                                                                                                                
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | The
      Company shall not enter into any statutory merger (juridische
      fusie)
      without the prior written consent of the Majority Lenders.                                                 
|     |                                                                                                                                                                                                       
|21.7 | Subsidiary
      Borrowings                                                                                                                                                                           
|     | No
      Group Company (other than the Company), will incur or have outstanding any
      Borrowings other than:                                                                                      
|     |                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                   
|     |                                                                                                                                                                                                       
|     | (b)                                                                                                                                                                                                   
|     |                                                                                                                                                                                                       
|     | (c)                                                                                                                                                                                                   
|     |                                                                                                                                                                                                       
|     | (d)                                                                                                                                                                                                   
|     |                                                                                                                                                                                                       
|     | (e)                                                                                                                                                                                                   
|     |                                                                                                                                                                                                       
|     | (f)                                                                                                                                                                                                   
|     |                                                                                                                                                                                                       
|     | (g)                                                                                                                                                                                                   
|     |                                                                                                                                                                                                       
|     | (h)                                                                                                                                                                                                   
|     |                                                                                                                                                                                                       
|     | (i)                                                                                                                                                                                                   
|     |                                                                                                                                                                                                       
|     | (j)                                                                                                                                                                                                   
|     |                                                                                                                                                                                                       
|     | (k)                                                                                                                                                                                                   
|     |                                                                                                                                                                                                       
|     | (l)                                                                                                                                                                                                   
|     |                                                                                                                                                                                                       
|21.8 | Change
      of business                                                                                                                                                                              
|     | The
      Company shall procure that no substantial change is made to the general
      nature of the business of the Group taken as a whole from that carried on
      at the date of this Agreement.

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|21.9  | Ownership
      of each Additional Borrower                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | The
      Company will procure that (for as long as it is a Borrower) each Additional
      Borrower remains its Subsidiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|21.10 | Notification
      of Credit Ratings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | The
      Company shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|22.   | EVENTS
      OF DEFAULT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|22.1  | Events
      of Default                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | Each
      of the events set out in Clauses 22.2 (Non-payment)
      to 22.12 (Repudiation)
      (inclusive) is an Event of Default.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|22.2  | Non-payment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | An
      Obligor does not pay on the due date any amount payable by it under the
      Finance Documents at the place at and in the currency in which it is expressed
      to be payable and (if caused by technical or administrative error) the default
      is not remedied within 3 Business Days of notice to the Company by the Facility
      Agent advising that the payment has not been made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|22.3  | Breach
      of other obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | An
      Obligor does not comply with any provision of the Finance Documents (other
      than those referred to in Clause 22.2(Non-Payment)
      and such failure (if capable of remedy before the expiry of such period)
      continues unremedied for a period of 30 days from the date on which the
      Facility Agent gives notice to the Company requiring the same to be remedied.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|22.4  | Misrepresentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | A
      representation, warranty or statement made or repeated by an Obligor in
      or in connection with any Finance Document or in any document delivered
      by or on behalf of an Obligor under or in connection with any Finance Document
      (other than any representation and warranty made pursuant to Clause 19.12(b)
      (Professional
      Market Party Representations)
      but without prejudice to the other rights of the Finance Parties under this
      Agreement or under applicable law and without prejudice to any other Event
      of Default which may occur by reason of any representation and warranty
      set out in Clause 19.12(b) (Professional
      Market Party Representations)
      being incorrect in any material respect when made or deemed to be made or
      repeated otherwise by reason of a Lender not being a PMP) is incorrect in
      any material respect when made or deemed to be made or repeated.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|22.5  | Cross-acceleration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                | any Borrowings
      of any Obligor or Principal Subsidiary become prematurely due and payable
      as a result of an event of default (howsoever described) under the document
      relating to those Borrowings,                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    | except
        that  this Clause 22.5 shall not apply to Borrowings of the Obligors
        and the Principal
      Subsidiaries the principal or settlement amounts of which are in aggregate
         euro 50,000,000 or less.                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|22.6 | Insolvency                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                | Any Obligor
      or Principal Subsidiary is, or is deemed for the purposes of any law to
      be, unable to pay its debts or admits inability to pay its debts as they
      fall due;                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                | Any Obligor
      or Principal Subsidiary suspends making payments on all or any class of
      its debts or announces an intention to do so, or a moratorium is declared
      in respect of any of its indebtedness; or                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                | Any Obligor
      or Principal Subsidiary by reason of financial difficulties, begins negotiations
      with one or more of its creditors with a view to the readjustment or rescheduling
      of any of its indebtedness.                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|22.7 | Compositions
      etc                                                                                                                                                                                                                                                                                                                                                                                            
|     | Any
      Obligor or Principal Subsidiary enters into any composition, scheme of arrangement,
      compromise or arrangement involving such Obligor or Principal Subsidiary
      and their respective creditors generally (other than for the purposes of
      reconstruction or amalgamation upon terms and within such period as may
      previously have been approved in writing by the Majority Lenders).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|22.8 | Insolvency
      proceedings                                                                                                                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                | Any Obligor
      or Principal Subsidiary is adjudicated bankrupt (failliet)
      or insolvent or obtains a suspension of payments (surseance
      van betaling)
      or consents to the filing of a bankruptcy proceeding against it or files
      a petition seeking reorganisation under any bankruptcy or other similar
      law or a receiver, administrator (bewindvoerder),
      liquidator (curator),
      trustee or assignee in bankruptcy or insolvency of it or of all or a material
      part of its assets is appointed; or                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                | bankruptcy
      or insolvency proceedings are instituted against any Obligor or Principal
      Subsidiary which are not dismissed or stayed within 30 days of being instituted;
      or                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                | an order
         is made by any competent court, an effective resolution is passed, any
        Obligor
      or Principal Subsidiary applies, or any other person makes an uncontested
         application, for the dissolution, winding-up or liquidation of any Obligor

      or Principal Subsidiary (including "ontbinding"
      and "vereffening")
       except for the purposes of an amalgamation, merger or consolidation of
      any
      Obligor or Principal Subsidiary with any other legal entity upon terms
      and  within such period as may previously have been approved in writing
      by the
      Majority Lenders.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|22.9 | Creditors
      process                                                                                                                                                                                                                                                                                                                                                                                          
|     | Any
         attachment, sequestration, distress or execution affects the whole or
        a
      substantial part of the assets of any Obligor or Principal Subsidiary and
         is not discharged within 28 days.                                                                                                                                                                                           

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|22.10 | Analogous
      proceedings                                                                                                                                                                                                                                                                                                                
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | There
      occurs, in relation to any Obligor or Principal Subsidiary incorporated
      outside The Netherlands, any event anywhere which, in the opinion of the
      Majority Lenders, appears to correspond with any of those mentioned in Clauses
      22.6 (Insolvency)
      to 22.9 (Creditors
      process)
      (inclusive).
|      |                                                                                                                                                                                                                                                                                                                                            
|22.11 | Unlawfulness                                                                                                                                                                                                                                                                                                                               
|      | It
      is or becomes unlawful for any Obligor to perform any of its obligations
      under the Finance Documents.                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                            
|22.12 | Repudiation                                                                                                                                                                                                                                                                                                                                
|      | Any
         Obligor repudiates a Finance Document.                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                            
|22.13 | Acceleration                                                                                                                                                                                                                                                                                                                               
|      | On
      and at any time after the occurrence of an Event of Default which is continuing
      the Facility Agent may, and shall if so directed by the Majority Lenders,
      by notice to the Company:                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                            
|      | (a)                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                            
|      | (b)                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                            
|      | (c)                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                            
|      | (d)                                                                                                                                                                                                                                                                                                                                        

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SECTION
9
CHANGES TO PARTIES

|23.  | CHANGES
    TO THE LENDERS                                                                              
|---- | --------------------------------------------------------------------------------------------------------
|     |                                                                                                         
|23.1 | Assignments and transfers by the LendersSubject to this Clause 23, a Lender (the “Existing Lender”) may:
|     |                                                                                                         
|     | (a)                                                                                                     
|     |                                                                                                         
|     | (b)                                                                                                     
|     |                                                                                                         
|     |                                                                                                         
|23.2 | Conditions
    of assignment or transfer                                                                
|     | (a)                                                                                                     
|     |                                                                                                         
|     |                                                                                                         
|     |                                                                                                         
|     |                                                                                                         
|     |                                                                                                         
|     | (b)                                                                                                     
|     |                                                                                                         
|     |                                                                                                         
|     |                                                                                                         
|     |                                                                                                         
|     |                                                                                                         
|     |                                                                                                         
|     |                                                                                                         
|     |                                                                                                         
|     |                                                                                                         
|     | (c)                                                                                                     
|     |                                                                                                         
|     | (d)                                                                                                     
|     |                                                                                                         
|     | (e)                                                                                                     
|     |                                                                                                         
|     | (f)                                                                                                     

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|     | (g)                                                                                                                                                                 | If:                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                     | 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.                                                                                                                   
|     |                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (h)                                                                                                                                                                 | For so long as it is a requirement of Dutch law that each Lender is a PMP any proposed New Lender shall provide the Dutch Borrowers, through the Facility Agent, with information in respect of itself with a view to enabling the Dutch Borrowers to verify its PMP status at least 10 Business Days prior to the proposed Transfer Date in relation to any assignment or transfer pursuant to which it would become a New Lender hereunder.
|     |                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|23.3 | Assignment
    or transfer fee                                                                                                                                     
|     | The
      New Lender shall, on the date upon which an assignment or transfer takes
    effect, pay to the Facility Agent (for its own account) a fee of euro 2,000.
|     |                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|23.4 | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                     | and
    any representations or warranties implied by law are excluded.                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (b)                                                                                                                                                                 | Each New Lender confirms to the Existing Lender and the other Finance Parties that it:                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|     |                                                                                                                                                                                                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | will
      continue to make its own independent appraisal of the creditworthiness of
      each Obligor and its related entities whilst any amount is or may be outstanding
      under the Finance Documents or any Commitment is in force.                                                                                                                                                                                                                                                                                                         
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (c)                                                                                                                                                                                                       | Nothing
      in any Finance Document obliges an Existing Lender to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                           | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | accept
      a re-transfer from a New Lender of any of the rights and obligations assigned
      or transferred under this Clause 23; or                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | support
      any losses directly or indirectly incurred by the New Lender by reason of
      the non-performance by each Obligor of its obligations under the Finance
      Documents or otherwise.                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                          
|23.5 | Procedure
      for transfer                                                                                                                                                                             
|     | (a)                                                                                                                                                                                                       | Subject
      to the conditions set out in Clause 23.2 (Conditions
      of assignment or transfer)
      a transfer is effected in accordance with paragraph (b) below when the Facility
      Agent executes an otherwise duly completed Transfer Certificate delivered
      to it by the Existing Lender and the New Lender. The Facility Agent shall,
      as soon as reasonably practicable after receipt by it of a duly completed
      Transfer Certificate appearing on its face to comply with the terms of this
      Agreement and delivered in accordance with the terms of this Agreement,
      execute that Transfer Certificate.
|     |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                       | On
      the Transfer Date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                           | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | to
      the extent that in the Transfer Certificate the Existing Lender seeks to
      transfer by novation its rights and obligations under the Finance Documents
      each of the Obligors and the Existing Lender shall be released from further
      obligations towards one another under the Finance Documents and their respective
      rights against one another shall be cancelled (being the “Discharged
      Rights and Obligations”);                                                                                              
|     |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | each
      of the Obligors and the New Lender shall assume obligations towards one
      another and/or acquire rights against one another which differ from the
      Discharged Rights and Obligations only insofar as that Obligor and the New
      Lender have assumed and/or acquired the same in place of that Obligor and
      the Existing Lender;                                                                                                                                                                                         
|     |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                           | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the Agents, the Mandated Lead Arrangers, the New Lender and other Lenders
      shall acquire the same rights and assume the same obligations between themselves
      as they would have acquired and assumed had the New Lender been an Original
      Lender with the rights and/or obligations acquired or assumed by it as a
      result of the transfer and to that extent each Agent, the Mandated Lead
      Arrangers and the Existing Lender shall each be released from further obligations
      to each other under this Agreement; and
|     |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                           | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the
      New Lender shall become a Party as a “Lender”.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|23.6 | Confidentiality                                                                                                                                                                                          
|     | Each
      Finance Party hereby severally undertakes to each Obligor that it will keep
      confidential and that it will not make use of for any purposes (otherwise
      than for the purposes of the

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|     | Finance
       Documents), any of the Finance Documents or other documents relating to
       this Agreement and all of the information acquired by such Finance Party
       under or in connection with any Finance Document, other than any such
       document or information which has become generally available to the public
       otherwise than by disclosure by any Finance Party,provided
       thateach
    Finance Party shall be entitled to make disclosure of the same:
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|24.  | CHANGES
    TO THE OBLIGORS                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|24.1 | Assignments
    and transfer by Obligors                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | No
      Obligor may assign any of its rights or transfer any of its rights or obligations
    under the Finance Documents.                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|24.2 | Additional Borrowers                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                   | (ii)                                                                                                                                                                                                                                                                        | the Company delivers to the Facility Agent a duly completed and executed Accession Letter;                                                                                                                                                                         
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   | (iii)                                                                                                                                                                                                                                                                       | the
      Company confirms that no Default is continuing or would occur as a result
    of that Subsidiary becoming an Additional Borrower; and                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   | (iv)                                                                                                                                                                                                                                                                        | the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent.                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                               | The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent).                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                            
|24.3 | Resignation
    of a Borrower                                                                                                                                                                                                                                                                                                                                                                                    
|     | The
      Company may request that a Borrower (other than the Company) in respect
      of which no Advance is outstanding hereunder (including any other amounts
      in relation thereto) ceases to be a Borrower by entering into a supplemental
      agreement to this Agreement in such form as the Facility Agent may reasonably
    require which shall discharge that Borrower's obligations hereunder.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                            
|24.4 | Additional
    Guarantors                                                                                                                                                                                                                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                               | The Company may request that any of its Subsidiaries becomes an Additional Guarantor. That Subsidiary shall become an Additional Guarantor if:                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   | (i)                                                                                                                                                                                                                                                                         | the Company delivers to the Facility Agent a duly completed and executed Accession Letter; and                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   | (ii)                                                                                                                                                                                                                                                                        | the
      Facility Agent has received all of the documents and other evidence listed
      in Part II of Schedule 2 (Conditions
      Precedent)
      in relation to that Additional Guarantor, each in form and substance satisfactory
    to the Facility Agent.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                               | The
      Facility Agent shall notify the Company and the Lenders promptly upon being
      satisfied that it has received (in form and substance satisfactory to it)
      all the documents and other evidence listed in Part II of Schedule 2 (Conditions
    Precedent)
|     |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                    
|24.5 | Repetition
    of Representations                                                                                                                                                                                                                                                                                                                                                                                
|     | Delivery
      of an Accession Letter constitutes confirmation by the relevant Subsidiary
      that the representations to be made by that Subsidiary in accordance with
      Clause 19.11
(Times
for making representations and warranties)
are true and correct in relation to it as at the date of delivery as if made
by reference to the facts and circumstances then existing.                           

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SECTION
  10
  THE FINANCE PARTIES

|25.  | ROLE
      OF THE AGENTS AND THE MANDATED LEAD ARRANGERS                                                                                                                                                    
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                             
|25.1 | Appointment
      of the Facility Agent                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                         
|     |                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                         
|     |                                                                                                                                                                                                             
|     | (c)                                                                                                                                                                                                         
|     |                                                                                                                                                                                                             
|25.2 | Duties
      of the Agents                                                                                                                                                                                  
|     | (a)                                                                                                                                                                                                         
|     |                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                         
|     |                                                                                                                                                                                                             
|     | (c)                                                                                                                                                                                                         
|     |                                                                                                                                                                                                             
|     | (d)                                                                                                                                                                                                         
|     |                                                                                                                                                                                                             
|25.3 | Role
      of the Mandated Lead Arrangers                                                                                                                                                                   
|     | Except
      as specifically provided in the Finance Documents, the Mandated Lead Arrangers
      have no obligations of any kind to any other Party under or in connection
      with any Finance Document.
|     |                                                                                                                                                                                                             
|25.4 | No
      fiduciary duties                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                         
|     |                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                         
|     |                                                                                                                                                                                                             
|25.5 | Business
      with the Group                                                                                                                                                                               
|     | Each
      Agent and each Mandated Lead Arranger may accept deposits from, lend money
      to and generally engage in any kind of banking or other business with any
      Group Company.                  
|     |                                                                                                                                                                                                             
|25.6 | Rights
      and discretions of the Agents                                                                                                                                                                  
|     | (a)                                                                                                                                                                                                         

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|     |                                           | (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)                                       | Each
      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 22.2 (Non-payment));                                                                                        
|     |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                   
|     |                                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | any
      right, power, authority or discretion vested in any Party or the Majority
      Lenders has not been exercised; and                                                                                     
|     |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                   
|     |                                           | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | any notice or request made by the Company is made on behalf of and with
      the consent and knowledge of all the Obligors.                                                                                      
|     |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (c)                                       | Each
      Agent may engage, pay for and rely on the advice or services of any lawyers,
      accountants, surveyors or other experts.                                                                                                                                                                                                                                                                                                                                                                            
|     |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (d)                                       | Each
      Agent may act in relation to the Finance Documents through its personnel
      and agents.                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|25.7 | Majority
           Lenders’ instructions
|     | (a)                                       | Unless
      a contrary indication appears in a Finance Document, each Agent shall (a)
      act in accordance with any instructions given to it by the Majority Lenders
      (or, if so instructed by the Majority Lenders, refrain from acting or exercising
      any right, power, authority or discretion vested in it as Agent) and (b)
      not be liable for any act (or omission) if it acts (or refrains from taking
      any action) in accordance with such an instruction of the Majority Lenders.
|     |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                                       | Unless
      a contrary indication appears in a Finance Document, any instructions given
      by the Majority Lenders will be binding on all the Finance Parties.                                                                                                                                                                                                                                                                                                                                                
|     |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (c)                                       | Each
      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) each Agent may act (or refrain from taking action) as it considers
      to be in the best interest of the Lenders.                                                                                                                                                                                                                                                                                       
|     |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (e)                                       | No
      Agent is authorised to act on behalf of a Lender (without first obtaining
      that Lender’s prior written consent) in any legal or arbitration proceedings
      relating to any Finance Document.                                                                                                                                                                                                                                                                                                     

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|25.8  | Responsibility
      for documentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | No
      Agent nor any Mandated Lead Arranger:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|25.9  | Exclusion
      of liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|25.10 | Lenders’      indemnity to the Agents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | The
      Lenders shall (in proportion to their Commitments or, if the Total Commitments
      are then zero, to their Commitments immediately prior to their reduction
      to zero) severally indemnify each Agent, within three Business Days of demand,
      against any cost, loss or liability incurred by such Agent (otherwise than
      by reason of such Agent’s negligence or wilful misconduct) in acting as
      Agent under the Finance Documents (unless such Agent has been reimbursed
      by an Obligor pursuant to a Finance Document).
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|25.11 | Resignation
      of an Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|      | (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 resigning Agent may appoint a successor Agent.                                                                                                                                                                                      
|----- | ----------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (d)                                 | A
      successor Agent may only be appointed with the approval of the Company (such
      approval not to be unreasonably withheld or delayed).                                                                                                                                                                                                                                                                    
|      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (e)                                 | 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.                                                                                                                    
|      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (f)                                 | Such
      Agent’s resignation notice shall only take effect upon the appointment of
      a successor.                                                                                                                                                                                                                                                                                                             
|      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (g)                                 | 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 25. Its successor and each of the
      other Parties shall have the same rights and obligations amongst themselves
      as they would have had if such successor had been an original Party.
|      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (h)                                 | After
      consultation with the Company, the Majority Lenders may, by notice to an
      Agent, require it to resign in accordance with paragraph (b) above. In this
      event, such Agent shall resign in accordance with paragraph (b) above.                                                                                                                                                                 
|      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|25.12 | Confidentiality                    
|      | (a)                                 | In
      acting as agent for the Finance Parties, each 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 an Agent, it
      may be treated as confidential to that division or department and such Agent
      shall not be deemed to have notice of it.                                                                                                                                                                                               
|      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (c)                                 | Notwithstanding
      any other provision of any Finance Document to the contrary, no Agent nor
      any Mandated Lead Arranger is obliged to disclose to any other person (i)
      any confidential information or (ii) any other information if the disclosure
      would or might in its reasonable opinion constitute a breach of any law
      or a breach of a fiduciary duty.                             
|      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|25.13 | Relationship
      with the Lenders
|      | (a)                                 | Each
      Agent may treat each Lender as a Lender, entitled to payments under this
      Agreement and acting through its Facility Office unless it has received
      not less than 5 Business Days prior notice from that Lender to the contrary
      in accordance with the terms of this Agreement.                                                                                                           
|      |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (b)                                 | Each
      Lender shall supply each Agent with any information required by such Agent
      in order to calculate the Mandatory Cost in accordance with Schedule 7 (Mandatory
      Cost Formulae).                                                                                                                                                                                                                 

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|25.14 | Credit
      appraisal by the Lenders                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | Without
      affecting the responsibility of any Obligor for information supplied by
      it or on its behalf in connection with any Finance Document, each Lender
      confirms to each Agent and each Mandated Lead Arranger that it has been,
      and will continue to be, solely responsible for making its own independent
      appraisal and investigation of all risks arising under or in connection
      with any Finance Document including but not limited to:
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|25.15 | Reference
      Banks                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | If
      a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of
      which it is an Affiliate) ceases to be a Lender, the Facility Agent shall
      with the consent of the Company appoint another Lender or an Affiliate of
      a Lender to replace that Reference Bank.                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|26.   | CONDUCT
      OF BUSINESS BY THE FINANCE PARTIES                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | No
      provision of this Agreement will:                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|27.   | SHARING
      AMONG THE LENDERS                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|27.1  | Payments
      to Lenders                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | If
      a Lender (a “Recovering
      Lender”)
      receives or recovers any amount from a Borrower other than in accordance
      with Clause 28 (Payment
      mechanics)
      and applies that amount to a payment due under the Finance Documents then:                                                                                                                                                                                                                  

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|     | (a)                                                                                                                                                                                                                                                 | the Recovering
      Lender shall, within 3 Business Days, notify details of the receipt or recovery,
      to the Facility Agent;                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                 | the Facility
      Agent shall determine whether the receipt or recovery is in excess of the
      amount the Recovering Lender would have been paid had the receipt or recovery
      been received or made by the Facility Agent and distributed in accordance
      with Clause 28 (Payment
      mechanics),
      without taking account of any Tax which would be imposed on the Facility
      Agent in relation to the receipt, recovery or distribution; and                                                                      
|     |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (c)                                                                                                                                                                                                                                                 | the Recovering
      Lender shall, within three Business Days of demand by the Facility Agent,
      pay to the Facility Agent an amount (the “Sharing
      Payment”)
      equal to such receipt or recovery less any amount which the Facility Agent
      determines may be retained by the Recovering Lender as its share of any
      payment to be made, in accordance with Clause 28.5 (Partial
      payments).                                                                                                                   
|     |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|27.2 | Redistribution
      of payments                                                                                                                                                                                                                   
|     | The
      Facility Agent shall treat the Sharing Payment as if it had been paid by
      a Borrower and distribute it between the Finance Parties (other than the
      Recovering Lender) in accordance with Clause 28.5 (Partial
      payments).
|     |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|27.3 | Recovering
      Lender's rights                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                 | On a distribution
      by the Facility Agent under Clause 27.2 (Redistribution
      of payments),
      the Recovering Lender will be subrogated to the rights of the Finance Parties
      which have shared in the redistribution.                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                 | If and to
      the extent that the Recovering Lender is not able to rely on its rights
      under paragraph (a) above, the relevant Borrower shall be liable to the
      Recovering Lender for a debt equal to the Sharing Payment which is immediately
      due and payable.                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|27.4 | Reversal
      of redistribution                                                                                                                                                                                                                   
|     | If
      any part of the Sharing Payment received or recovered by a Recovering Lender
      becomes repayable and is repaid by that Recovering Lender, then:                                                                                       
|     |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                 | each Lender
      which has received a share of the relevant Sharing Payment pursuant to Clause
      27.2 (Redistribution
      of payments)
      shall, upon request of the Facility Agent, pay to the Facility Agent for
      the account of that Recovering Lender an amount equal to its share of the
      Sharing Payment (together with an amount as is necessary to reimburse that
      Recovering Lender for its proportion of any interest on the Sharing Payment
      which that Recovering Lender is required to pay); and
|     |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                 | that Recovering
      Lender's rights of subrogation in respect of any reimbursement shall be
      cancelled and the relevant Borrower will be liable to the reimbursing Lender
      for the amount so reimbursed.                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|27.5 | Exceptions                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                 | This Clause
      27 shall not apply to the extent that the Recovering Lender would not, after
      making any payment pursuant to this Clause, have a valid and enforceable
      claim against the relevant Obligor.                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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

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SECTION
  11
  ADMINISTRATION



|28.  | PAYMENT
      MECHANICS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|28.1 | Payments
      to the Agents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|28.2 | Distributions
      by the Agents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | Each
      payment received by an Agent under the Finance Documents for another Party
      shall, subject to Clause 28.3 (Distributions
      to an Obligor)
      and Clause 28.4 (Clawback)
      be made available by such 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 such Agent by not less than 5 Business
      Days' notice with a bank in the principal financial centre of the country
      of that currency (or, in relation to euro, in the principal financial centre
      of a Participating Member State or London).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|28.3 | Distributions
      to an Obligor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | An
      Agent may (with the consent of the relevant Obligor or in accordance with
      Clause 29 (Set-off))
      apply any amount received by it for that Obligor in or towards payment (on
      the date and in the currency and funds of receipt) of any amount due from
      that Obligor under the Finance Documents or in or towards purchase of any
      amount of any currency to be so applied.                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|28.4 | Clawback                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|     |                                                                                                                                                                                                | the
      proceeds of any related exchange contract) was paid by such Agent shall
      on demand refund the same to such Agent together with interest on that amount
      from the date of payment to the date of receipt by such Agent, calculated
      by such Agent to reflect its cost of funds.          
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                  
|28.5 | Partial
      payments                                                                                                                                                                        
|     | (a)                                                                                                                                                                                            | If
      an Agent receives a payment that is insufficient to discharge all the amounts
      then due and payable by any Obligor under the Finance Documents, such Agent
      shall apply that payment towards the obligations of the relevant Obligor
      under the Finance Documents in the following order:
|     |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                | (i)                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                | (ii)                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                | (iii)                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                | (iv)                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                            | Such
      Agent shall, if so directed by the Majority Lenders, vary the order set
      out in paragraphs (a)(ii) to (iv) above.                                                                                                                                                                                
|     |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                  
|     | (c)                                                                                                                                                                                            | Paragraphs
      (a) and (b) above will override any appropriation made by an Obligor.                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                  
|28.6 | No
      set-off by Obligor                                                                                                                                                                   
|     | All
      payments to be made by an Obligor under the Finance Documents shall be calculated
      and be made without (and free and clear of any deduction for) set-off or
      counterclaim.
|     |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                  
|28.7 | Business
      Days                                                                                                                                                                           
|     | (a)                                                                                                                                                                                            | Any
      payment which is due to be made on a day that is not a Business Day shall
      be made on the next Business Day in the same calendar month (if there is
      one) or the preceding Business Day (if there is not).                                                                                   
|     |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                            | During
      any extension of the due date for payment of any principal or an Unpaid
      Sum under this Agreement interest is payable on the principal at the rate
      payable on the original due date.                                                                                                     
|     |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                  
|28.8 | Currency
      of account                                                                                                                                                                     
|     | (a)                                                                                                                                                                                            | Subject
      to paragraphs (b) to (e) below, the Base Currency is the currency of account
      and payment for any sum due from an Obligor under any Finance Document.                                                                                                                                         
|     |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                            | A
      repayment of an Advance or Unpaid Sum or a part of an Advance or Unpaid
      Sum shall be made in the currency in which that Advance or Unpaid Sum is
      denominated on its due date.                                                                                                                
|     |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                  
|     | (c)                                                                                                                                                                                            | Each
      payment of interest shall be made in the currency in which the sum in respect
      of which the interest is payable was denominated when that interest accrued.                                                                                                                                      

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|     | (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.                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                               
|28.9 | Change
      of currency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Unless
      otherwise prohibited by law, if more than one currency or currency unit
      are at the same time recognised by the central bank of any country as the
      lawful currency of that country, then:                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (i)                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | If
      a change in any currency of a country occurs, this Agreement will, to the
      extent the Facility Agent (acting reasonably and after consultation with
      the Company) specifies to be necessary, be amended to comply with any generally
      accepted conventions and market practice in the European Interbank Market
      and otherwise to reflect the change in currency.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                               
|29.  | SET-OFF                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                               
|     | Following
      the occurrence of an Event of Default a Finance Party may set off any matured
      obligation due from an Obligor under the Finance Documents (to the extent
      beneficially owned by that Finance Party) against any matured obligation
      owed by that Finance Party to that Obligor, regardless of the place of payment,
      booking branch or currency of either obligation. If the obligations are
      in different currencies, the Finance Party may convert either obligation
      at a market rate of exchange in its usual course of business for the purpose
      of the set-off.                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                               
|30.  | NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                               
|30.1 | Communications
      in writing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                               
|     | Any
      communication to be made under or in connection with the Finance Documents
      shall be made in writing and, unless otherwise stated, may be made by fax
      or letter or, except in the case of a Utilisation Request, to the extent
      that the relevant Party has specified such address pursuant to Clause 30.2
      (Addresses)
      by e-mail, and in the case of the notification of rates of interest by the
      Facility Agent pursuant to Clause 9.4 (Notification
      of Rates of Interest)
      and in the case of the delivery of any document by the Facility Agent pursuant
      to paragraph (a) of Clause 25.2 (Duties
      of the Facility Agent),
      the Facility Agent may refer the relevant Party or Parties (by fax or letter
      (or if so specified) e-mail) to a web site and to the location of the relevant
      information on such web site in discharge or such notification or delivery
      obligation.

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|30.2 | Addresses
|---- | ---------
|     | (a)      
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     | (b)      
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          
|     |          

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|     |          | (iii)                                                                                                                                                                                                                                                                                                                                                                      | the
    Euro Swingline Agent:                                                                                                                                                                                 
|---- | -------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |          |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                               
|     |          |                                                                                                                                                                                                                                                                                                                                                                            | ABN
    AMRO Bank N.V.                                                                                                                                                                                        
|     |          |                                                                                                                                                                                                                                                                                                                                                                            | 250
    Bishopsgate                                                                                                                                                                                           
|     |          |                                                                                                                                                                                                                                                                                                                                                                            | London
    EC2M 4AA                                                                                                                                                                                           
|     |          |                                                                                                                                                                                                                                                                                                                                                                            | United
    Kingdom                                                                                                                                                                                            
|     |          |                                                                                                                                                                                                                                                                                                                                                                            | Attn:                                                                                                                                                                                                         
|     |          |                                                                                                                                                                                                                                                                                                                                                                            | Tel:                                                                                                                                                                                                          
|     |          |                                                                                                                                                                                                                                                                                                                                                                            | Fax:                                                                                                                                                                                                          
|     |          |                                                                                                                                                                                                                                                                                                                                                                            | e-mail:                                                                                                                                                                                                       
|     |          |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                               
|     |          |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                               
|     |          | (iv)                                                                                                                                                                                                                                                                                                                                                                       | the
    Dollar Swingline Agent:                                                                                                                                                                               
|     |          |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                               
|     |          |                                                                                                                                                                                                                                                                                                                                                                            | ABN
    AMRO Bank N.V.                                                                                                                                                                                        
|     |          |                                                                                                                                                                                                                                                                                                                                                                            | Agency
    Services  Syndications                                                                                                                                                                            
|     |          |                                                                                                                                                                                                                                                                                                                                                                            | 540
        West Madison
St., Suite 2100                                                                                                                                                                      
|     |          |                                                                                                                                                                                                                                                                                                                                                                            | Chicago,
        IL
60661 U.S.A.                                                                                                                                                                              
|     |          |                                                                                                                                                                                                                                                                                                                                                                            | Attn:                                                                                                                                                                                                         
|     |          |                                                                                                                                                                                                                                                                                                                                                                            | Tel:                                                                                                                                                                                                          
|     |          |                                                                                                                                                                                                                                                                                                                                                                            | Fax:                                                                                                                                                                                                          
|     |          |                                                                                                                                                                                                                                                                                                                                                                            | e-mail:                                                                                                                                                                                                       
|     |          |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                               
|30.3 | Delivery
|     |          |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                               
|     | (a)      | Any
        communication or document made or delivered by one person to another
    under or in connection with the Finance Documents will only be effective:                                                                                                                                                                                                            
|     |          |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                               
|     |          | (i)                                                                                                                                                                                                                                                                                                                                                                        | if
    by way of fax or e-mail, when received in legible form; or                                                                                                                                             
|     |          |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                               
|     |          | (ii)                                                                                                                                                                                                                                                                                                                                                                       | if
        by way of letter, when it has been left at the relevant address or 5
        Business Days after being deposited in the post postage prepaid in an
    envelope addressed to it at that address; or
|     |          |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                               
|     |          | (iii)                                                                                                                                                                                                                                                                                                                                                                      | where
        reference in such communication is to a web site, when the delivery of
        the letter, fax or, as the case may be e-mail referring the addressee
    to such web site is effective;         
|     |          |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                               
|     |          | and,
        if a particular department or officer is specified as part of its address
        details provided under Clause 30.2 (Addresses),
    if addressed to that department or officer.                                                                                                                                                                            
|     |          |                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                               
|     | (b)      | Any
        communication or document to be made or delivered to an Agent will be
        effective only when actually received by such Agent and then only if
        it is expressly marked for the attention of the department or officer
        identified in Clause 30.2 (or any substitute department or officer as
    that Agent shall specify for this purpose).

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|     | (c)                                                                                                                                                                                                                                                                                                                                                | All
        notices from or to an Obligor shall be sent through the Facility Agent
    or, as the case may be, the relevant Swingline Agent.                                                                                                                                                                                                                 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|     | (d)                                                                                                                                                                                                                                                                                                                                                | Any
        communication or document made or delivered to the Company in accordance
        with this Clause will be deemed to have been made or delivered to each
    of the Obligors.                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|     | (e)                                                                                                                                                                                                                                                                                                                                                | Any
        document to be delivered pursuant to Clause 4.1 (Initial
        conditions precedent)
        shall be delivered in the original form or in the form of a certified
        copy of the original form and any Utilisation Request shall be confirmed
        by letter, although failure to do so shall not invalidate the original
    request.
|     |                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|30.4 | Notification
    of address and fax number                                                                                                                                                                                                                                                                                                        
|     | Promptly
        upon receipt of notification of an address, fax number, e-mail or change
        of address, e-mail or fax number pursuant to Clause 30.2 (Addresses)
        or changing its own address or fax number, the Facility Agent shall notify
    the other Parties.                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|30.5 | English
    language                                                                                                                                                                                                                                                                                                                              
|     | (a)                                                                                                                                                                                                                                                                                                                                                | Any
        notice given under or in connection with any Finance Document must be
    in English.                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|     | (b)                                                                                                                                                                                                                                                                                                                                                | All
        other documents provided under or in connection with any Finance Document
    must be:                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                    | (i)                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                    | (ii)                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|31.  | CALCULATIONS
    AND CERTIFICATES                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|31.1 | Accounts                                                                                                                                                                                                                                                                                                                                          
|     | In
        any litigation or arbitration proceedings arising out of or in connection
        with a Finance Document, the entries made in the accounts maintained
        by a Finance Party areprima
        facieevidence
    of the matters to which they relate.                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|31.2 | Certificates
    and Determinations                                                                                                                                                                                                                                                                                                               
|     | Any
        certification or determination by a Finance Party of a rate or amount
        under any Finance Document is, in the absence of manifest error,prima
        facieevidence
    of the matters to which it relates.                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                              
|31.3 | Day
    count convention                                                                                                                                                                                                                                                                                                                          
|     | Any
        interest, commission or fee accruing under a Finance Document will accrue
        from day to day and is calculated on the basis of the actual number of
        days elapsed and a year of 360 days or, in any case where the practice
        in the Relevant Interbank Market differs, in accordance with that market
    practice.

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|32.  | PARTIAL
    INVALIDITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | If,
        at any time, any provision of the Finance Documents is or becomes illegal,
        invalid or unenforceable in any respect under any law of any jurisdiction,
        neither the legality, validity or enforceability of the remaining provisions
        nor the legality, validity or enforceability of such provision under
    the law of any other jurisdiction will in any way be affected or impaired.                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|33.  | REMEDIES
    AND WAIVERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | No
        failure to exercise, nor any delay in exercising, on the part of any
        Finance Party, any right or remedy under the Finance Documents shall
        operate as a waiver, nor shall any single or partial exercise of any
        right or remedy prevent any further or other exercise or the exercise
        of any other right or remedy. The rights and remedies provided in this
        Agreement are cumulative and not exclusive of any rights or remedies
    provided by law.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|34.  | AMENDMENTS
    AND WAIVERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|34.1 | Required
    consents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|34.2 | Exceptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|35. | COUNTERPARTS                                                                                                                                                                                                 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                              
|    | Each Finance
        Document may be executed in any number of counterparts, and this has
        the same effect as if the signatures on the counterparts were on a single
    copy of the Finance Document.

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SECTION
  12 GOVERNING
  LAW AND ENFORCEMENT

|36.                                                                                                     | GOVERNING
      LAW                                                                                                                                               
|------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                        |                                                                                                                                                                   
|                                                                                                        | This
      Agreement is governed by English law.                                                                                                                  
|                                                                                                        |                                                                                                                                                                   
|37.                                                                                                     | ENFORCEMENT                                                                                                                                                       
|                                                                                                        |                                                                                                                                                                   
|                                                                                                        | (a)                                                                                                                                                               
|                                                                                                        |                                                                                                                                                                   
|                                                                                                        | (b)                                                                                                                                                               
|                                                                                                        |                                                                                                                                                                   
|                                                                                                        | Without
      prejudice to any other mode of service allowed under any relevant law, each
      Obligor (other than an Obligor incorporated in England and Wales):
|                                                                                                        |                                                                                                                                                                   
|                                                                                                        | (i)                                                                                                                                                               
|                                                                                                        |                                                                                                                                                                   
|                                                                                                        | (ii)                                                                                                                                                              
|                                                                                                        |                                                                                                                                                                   
|This
      Agreement has been entered into on the date stated at the beginning of this
      Agreement.

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SCHEDULE
  1THE
  LENDERS

Part
  1The
  Original Lenders

|                                                           |                |                          | 
|---------------------------------------------------------- | -------------- | ------------------------ | 
|Name                                                       |                | Commitment               | 
|                                                           |                |                          | 
|                                                           |                | (euro)                   | 
|ABN AMRO
      Bank N.V.                                   |                | 125,000,000.00           | 
|                                                           |                |                          | 
|Bank of
      America, N.A.                                |                | 125,000,000.00           | 
|                                                           |                |                          | 
|BNP Paribas                                                |                | 125,000,000.00           | 
|                                                           |                |                          | 
|Citibank
      International PLC, London                   |                | 125,000,000.00           | 
|                                                           |                |                         
|Coöperatieve
      Centrale Raiffeisen-Boerenleenbank b.a. | 125,000,000.00 |                         
|                                                           |                |                          | 
|Credit Suisse
      First Boston                           |                | 125,000,000.00           | 
|                                                           |                |                          | 
|Deutsche
      Bank Luxembourg S.A.                        |                | 125,000,000.00           | 
|                                                           |                |                          | 
|Fortis Bank
      (Nederland) N.V.                         |                | 125,000,000.00           | 
|                                                           |                |                         
|HVB
      Banque Luxembourg Société Anonyme                | 125,000,000.00 |                         
|                                                           |                |                          | 
|ING Bank
      N.V.                                        |                | 125,000,000.00           | 
|                                                           |                |                          | 
|JPMorgan
      Chase Bank                                  |                | 125,000,000.00           | 
|                                                           |                |                          | 
|The Royal
      Bank of Scotland plc                       |                | 125,000,000.00           | 
|                                                           |                |                          | 
|                                                           | Total          | euro
      1,500,000,000 | 
|                                                           |                |                          | 

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Part
  2
  The Swingline Lenders

|Name                                                               |               | SwinglineCommitment    | 
|------------------------------------------------------------------ | ------------- | ---------------------- | 
|                                                                   |               |                        | 
|                                                                   |               | (euro)                 | 
|ABN AMRO
      Bank N.V.                                           |               | 41,666,666.67          | 
|                                                                   |               |                        | 
|Bank of
      America, N.A.                                        |               | 41,666,666.67          | 
|                                                                   |               |                        | 
|BNP Paribas                                                        |               | 41,666,666.67          | 
|                                                                   |               |                        | 
|Citibank
      International PLC (and for the purposes of Dollar   |               | 41,666,666.67          | 
|                                                                   |               |                       
|Swingline
      Advances only, Citibank, N.A., New York)           |               |                       
|                                                                   |               |                       
|Coöperatieve
      Centrale Raiffeisen-Boerenleenbank b.a.         | 41,666,666.66 |                       
|                                                                   |               |                        | 
|Credit Suisse
      First Boston (and for the purposes of Dollar   |               | 41,666,666.67          | 
|                                                                   |               |                        | 
|Swingline
      Advances only, Credit Suisse First Boston acting   |               |                        | 
|                                                                   |               |                        | 
|through
      its Cayman Islands branch)                           |               |                        | 
|                                                                   |               |                        | 
|Deutsche
      Bank Luxembourg S.A.                                |               | 41,666,666.67          | 
|                                                                   |               |                       
|Fortis
      Bank (Nederland) N.V. (and for the purposes of Dollar | 41,666,666.67 |                       
|                                                                   |               |                       
|Swingline
      Advances only, Fortis Capital Corp.)               |               |                       
|                                                                   |               |                       
|HVB
      Banque Luxembourg Société Anonyme                        | 41,666,666.67 |                       
|                                                                   |               |                        | 
|ING Bank
      N.V. (and for the purposes of Dollar Swingline      |               | 41,666,666.66          | 
|                                                                   |               |                       
|Advances
      only, ING Bank N.V., Dublin branch)                 |               |                       
|                                                                   |               |                        | 
|JPMorgan
      Chase Bank (and for the purposes of Dollar          |               | 41,666,666.66          | 
|                                                                   |               |                       
|Swingline
      Advances only, JPMorgan Chase Bank, New York,      |               |                       
|                                                                   |               |                        | 
|International
      Facility (IBF))                                |               |                        | 
|                                                                   |               |                        | 
|The Royal
      Bank of Scotland plc                               |               | 41,666,666.66          | 
|                                                                   |               |                        | 
|                                                                   | Total         | euro
      500,000,000 | 
|                                                                   |               |                        | 

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SCHEDULE
  2CONDITIONS
  PRECEDENT

Part
  1
  Conditions Precedent

|1. | A
      copy of the Articles of Association of the Company.                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                               
|2. | An
      excerpt of the registration of the Company in the Trade Register of the
      applicable Chamber of Commerce in the Netherlands.                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                               
|3. | (a)                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                               
|   | (b)                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                               
|   | (c)                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                               
|4. | A
      certificate of the Company (signed by a director (statutair
      directeur)
      of the Company) confirming that borrowing and guaranteeing all or any part
      of the Total Commitments would not cause any borrowing, guaranteeing or
      similar limit binding on any Obligor to be exceeded.
|   |                                                                                                                                                                                                                                                                                                               
|5. | Legal
      opinions of Clifford Chance, Dutch and English legal advisers to the Mandated
      Lead Arrangers and the Facility Agent, addressed to the Finance Parties.                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                               
|6. | Evidence
      that the process agent referred to in Clause 37(b) (Service
      of process)
      has accepted its appointment.                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                               
|7. | A
      copy of any other Authorisation or other document, opinion or assurance
      which the Facility Agent considers to be necessary or desirable (if it has
      notified the Company accordingly) in                                                                                                   

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|   | connection
      with the entry into and performance of the transactions contemplated by
      any Finance Document or for the validity and enforceability of any Finance
      Document.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                          
|8. | Evidence
      satisfactory to the Facility Agent that the Original Facility Agreement
      has been prepaid and cancelled in full on or prior to the date hereof.                      
|   |                                                                                                                                                                                          
|9. | A
      copy of a resolution by the supervisory board of the Company confirming
      the approval of the entering into, execution and performance of this Agreement.                    

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Part 2Conditions precedent required to be delivered by an Additional Obligor

|1.  | An Accession Letter, duly executed by the Additional Obligor and the Company.                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                              
|2.  | A
      copy of the constitutional documents of the Additional Obligor and, in
      the case of an Additional Obligor incorporated in The Netherlands, an excerpt
      of the registration of the Additional Obligor in the Trade Register of
    the applicable Chamber of Commerce in The Netherlands.                                                   
|    |                                                                                                                                                                                                                                                                                                                                                              
|3.  | If
      applicable in the relevant jurisdiction, a copy of a resolution of the
      board of directors or, as the case may be, board of management of the Additional
      Obligor (and of any other corporate bodies that need to authorise any of
    the following):                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                              
|    | (i)                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                              
|    | (ii)                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                              
|    | (iii)                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                              
|4.  | A
      certificate of a director of the Additional Obligor confirming that the
      borrowing or guaranteeing, as appropriate, of the Total Commitments in
      full would not cause any borrowing guaranteeing or similar limit binding
    on it to be exceeded.                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                              
|5.  | A
      copy of any other authorisation or other document, opinion or assurance
      which the Facility Agent (acting reasonably) considers to be necessary
      in connection with the entry into and performance of, and the transactions
      contemplated by, the Accession Letter or for the validity and enforceability
    of any Finance Document.
|    |                                                                                                                                                                                                                                                                                                                                                              
|6   | A
      specimen of the signature of each person authorised by the resolution referred
    to in paragraph 3 above.                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                              
|7.  | If
    available, the latest audited accounts of the Additional Obligor.                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                              
|8.  | A
      certificate of an authorised signatory of the Additional Obligor certifying
      that each copy document specified in Part 2 of this Schedule 2 is correct,
      complete and in full force and effect as at a date no earlier than the
    date of the Accession Letter.                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                              
|9.  | A
      legal opinion of English legal advisers to the Facility Agent, addressed
    to the Finance Parties.                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                              
|10. | If
      the Additional Obligor is incorporated in a jurisdiction other than England
      and Wales, a legal opinion of the legal advisers to the Mandated Lead Arrangers
      and the Facility Agent in the jurisdiction in which the Additional Obligor
    is incorporated and addressed to the Finance Parties.                                        

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|11. | If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 37(b) (Service of process) has accepted its appointment in relation to the proposed Additional Obligor.                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                            
|12. | If applicable in the case of an Additional Guarantor, a copy of a resolution signed by all the holders of the issued shares of that Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

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