**Exhibit4.1**

** **

**CONFORMEDCOPY**

** **

EURO 1,500,000,000

SYNDICATED REVOLVINGCREDIT AGREEMENT

 

 

Dated 16 August2006

forKONINKLIJKE KPN N.V.

with

ABN AMRO BANK N.V.

BANC OF AMERICASECURITIES LIMITED

BNP PARIBAS

CITIGROUP GLOBAL MARKETSLIMITED

COÖPERATIEVE CENTRALERAIFFEISEN-BOERENLEENBANK B.A.

CREDIT SUISSE

DEUTSCHE BANK AG

FORTIS BANK (NEDERLAND)N.V.

HVB BANQUE LUXEMBOURGSOCIÉTÉ ANONYME

ING BANK N.V.

J.P. MORGAN PLC

and

THE ROYAL BANK OFSCOTLAND PLC

as Mandated LeadArrangers

and

withABN 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

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**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                                                           |   | 45 |
|                                                     |                                                                           |   |   |
| 22.                                                      | Events Of Default                                                              |   | 49 |
|                                                     |                                                                           |   |
| **Section 9**                                            |                                                                           | 52     |
| ** **                                               |                                                                           |   |
| **Changes To Parties**                                   |                                                                           | 52     |
| ** **                                               |                                                                           |   |
| 23.                                                      | Changes To The Lenders                                                         |   | 52 |
|                                                     |                                                                           |   |   |
| 24.                                                      | Changes To The Obligors                                                        |   | 55 |
|                                                     |                                                                           |   |
| **Section 10**                                           |                                                                           | 58     |
| ** **                                               |                                                                           |   |
| **The Finance Parties**                                  |                                                                           | 58     |
| ** **                                               |                                                                           |   |
| 25.                                                      | Role Of The Agents And The Mandated Lead Arrangers                             |   | 58 |
|                                                     |                                                                           |   |   |
| 26.                                                      | Conduct Of Business By The Finance Parties                                     |   | 62 |
|                                                     |                                                                           |   |   |
| 27.                                                      | Sharing Among The Lenders                                                      |   | 63 |
|                                                     |                                                                           |   |
| **Section 11**                                           |                                                                           | 65     |
| ** **                                               |                                                                           |   |
| **Administration**                                       |                                                                           | 65     |
| ** **                                               |                                                                           |   |
| 28.                                                      | Payment Mechanics                                                              |   | 65 |
|                                                     |                                                                           |   |   |
| 29.                                                      | Set-Off                                                                        |   | 67 |
|                                                     |                                                                           |   |   |
| 30.                                                      | Notices                                                                        |   | 67 |
|                                                     |                                                                           |   |   |
| 31.                                                      | Calculations And Certificates                                                  |   | 70 |
|                                                     |                                                                           |   |   |
| 32.                                                      | Partial Invalidity                                                             |   | 71 |
|                                                     |                                                                           |   |   |
| 33.                                                      | Remedies And Waivers                                                           |   | 71 |
|                                                     |                                                                           |   |   |
| 34.                                                      | Amendments And Waivers                                                         |   | 71 |
|                                                     |                                                                           |   |   |
| 35.                                                      | Counterparts                                                                   |   | 72 |
|                                                     |                                                                           |   |   |
| **Section 12**                                           |                                                                           | 73     |
| ** **                                               |                                                                           |   |
| **Governing Law And Enforcement**                        |                                                                           | 73     |
| ** **                                               |                                                                           |   |
| 36.                                                      | Governing Law                                                                  |   | 73 |
|                                                     |                                                                           |   |   |
| 37.                                                      | Enforcement                                                                    |   | 73 |
|                                                     |                                                                           |   |   |
| Schedule 1  THE LENDERS                                  |                                                                           | 74     |
|                                                     | Part 1 The Original Lenders                                                    |   | 74 |
|                                                     | Part 2 The Swingline Lenders                                                   |   | 75 |
|                                                     |                                                                           |   |   |
| Schedule 2  CONDITIONS PRECEDENT                         |                                                                           | 76     |
|                                                     | Part 1 Conditions Precedent                                                    |   | 76 |
|                                                     | Part 2 Conditions Precedent Required To Be Delivered  By An Additional Obligor |   | 78 |

----

 
| Schedule 3 UTILISATION REQUEST           |   | 80     |
|------------------------------------------|--------|--------|
|                                     |   |   |
| Schedule 4  FORM OF TRANSFER CERTIFICATE |   | 81     |
|                                     |   |   |
| Schedule 5  TIMETABLES                   |   | 83     |
|                                     |   |   |
| Schedule 6  MANDATORY COST FORMULAE      |   | 84     |
|                                     |   |   |
| Schedule 7  FORM OF ACCESSION LETTER     |   | 87     |

 

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**THIS AGREEMENT**is dated 16 August 2006 and made between:

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

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

(3)                                  **ABN AMRO BANK N.V., BANC OF AMERICA SECURITIES LIMITED, BNP PARIBAS,CITIGROUP GLOBAL MARKETS LIMITED, COÖPERATIEVE CENTRALERAIFFEISEN-BOERENLEENBANK B.A., CREDIT SUISSE, 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 leadarrangers (the “**Mandated Lead Arrangers**”);

(4)                                  **THE FINANCIAL INSTITUTIONS** listed 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 AGREED**asfollows:

**SECTION 1**

**INTERPRETATION**

# 1.**                                       definitions and interpretation**

## 1.1**                                 Definitions**

In this Agreement:

“**AccessionLetter**” means a document substantially in the form set out inSchedule 7 (*Form of Accession Letter*).

“**AdditionalBorrower**” means a company which becomes an Additional Borrower inaccordance with Clause 24 (*Changes to the Obligors*).

“**AdditionalGuarantor**” means a company which becomes an Additional Guarantor inaccordance with Clause 24 (*Changes to the Obligors*).

“**AdditionalObligor**” means an Additional Borrower or Additional Guarantor.

“**Advance**”means an advance made or to be made under the Facility (including, unless thecontext otherwise requires, any Swingline Advance) or the principal amountoutstanding 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 HoldingCompany of that person or any other Subsidiary of that Holding Company.

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

“**Agent’s SpotRate of Exchange**” means the Facility Agent’s spot rate of exchangefor the purchase of the relevant currency with the Base Currency in its localforeign 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)                                  theBase Currency Amount of its participation in any outstanding Advances; and

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

other than, in eithercase, the Base Currency Amount of that Lender’s participation in any Advancesthat are due to be repaid or prepaid on or before the proposed UtilisationDate.

“**AvailableFacility**” means the aggregate for the time being of each Lender’sAvailable Commitment.

“**Available Swingline Commitment**” means a Swingline Lender’sSwingline Commitment minus:

(a)                                  theBase Currency Amount of its participation in any outstanding SwinglineAdvances; and

(b)                                 inrelation to any proposed Utilisation by way of a Swingline Advance, the BaseCurrency Amount of its participation in any Swingline Advances that are due tobe made on or before the proposed Utilisation Date,

other than, in eithercase, that Swingline Lender’s participation in any Swingline Advances that aredue to be repaid or prepaid on or before the proposed Utilisation Date.

“**AvailableSwingline Facility**” means the aggregate for the time being of eachSwingline Lender’s Available Swingline Commitment.

“**AvailabilityPeriod**” means the period from and including the date of thisAgreement to and including the date falling one week prior to the TerminationDate.

“**BaseCurrency**” means euro.

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

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

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

“**Borrowings**” means:

(a)                                  anyindebtedness for moneys borrowed and debit balances at banks and otherfinancial institutions;

(b)                                 anyindebtedness raised by acceptance under any credit facility opened by a bank orother financial institution;

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

(d)                                 anypayment obligations under any lease which would, in accordance with IFRS (asused in the Company’s most recent audited annual consolidated financialstatements from time to time), be treated as a finance or capital lease;

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

(f)                                    proceedsraised under any Securitisation Transaction;

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

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

(i)                                     anyindebtedness in respect of an arrangement pursuant to which a person has theright to reacquire an asset sold or otherwise disposed of by that person(whether following the exercise of an option or otherwise) and which would, inaccordance with IFRS (as used in the Company’s most recent audited annualconsolidated financial statements from time to time), be treated as aborrowing;

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

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(k)                                  anyindebtedness having the commercial effect of a borrowing and which would, inaccordance with IFRS (as used in the Company’s most recent audited annualconsolidated financial statements from time to time), be treated as aborrowing; and

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

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

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

exceeds:

(b)                                 theamount which that Lender would be able to obtain by placing an amount equal tothe principal amount or Unpaid Sum received by it on deposit with a leadingbank in the Relevant Interbank Market for a period starting on the Business Dayfollowing receipt or recovery and ending on the last day of the currentInterest Period,

excluding any Margin orother 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)                                  (inrelation to any date for payment or purchase of a currency other than euro) theprincipal financial centre of the country of that currency; or

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

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

“**Commitment**” means:

(a)                                  inrelation to an Original Lender, the amount in the Base Currency set oppositeits name under the heading “**Commitment**” inSchedule 1 (*The Original Lenders*) and the aggregateamount of any other Commitments transferred to it under this Agreement; and

(b)                                 inrelation to any other Lender, the aggregate amount of any Commitmentstransferred to it under this Agreement,

to the extent notcancelled, reduced or transferred by it under this Agreement (and, in the caseof a Swingline Lender, its Commitment shall include its Swingline Commitment).

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

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

“**Dollar Swingline Advance**” means anySwingline Advance denominated in dollars.

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

(a)                                  thePrime Rate; and

(b)                                 theFederal Funds Rate plus 0.50 per cent. per annum.

“**DutchBorrower**” means the Company and any Additional Borrower which isincorporated or established in The Netherlands.

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

(a)                                  theapplicable Screen Rate; or

(b)                                 (ifno Screen Rate is available for the period of that Advance, and in the case ofany Euro Swingline Advance) the arithmetic mean of the per annum rates (roundedupwards to four decimal places) as supplied to the Facility Agent at itsrequest quoted by the Reference Banks to leading banks in the EuropeanInterbank Market,

as of the Specified Timeon the Quotation Day (or, in the case of a Euro Swingline Advance, on theUtilisation Date for that Advance) for the offering of deposits in euro for aperiod comparable to the Interest Period of the relevant Advance.

“**EuropeanInterbank Market**” means the interbank market for euro operating inEurope.

“**EuroSwingline Advance**” means any Swingline Advance denominated in Euros.

“**EuroSwingline Rate**” means, at any time, the aggregate of:

(a)                                  EURIBOR;

(b)                                 Margin;and

(c)                                  Mandatory Costs, ifany.

“**Event of Default**” means any event or circumstance specifiedas such in Clause 22 (*Events of Default*).

“**ExemptionRegulation**” means the exemption regulation dated 26 June 2002 of theMinistry of Finance of the Netherlands (as amended from time to time), aspromulgated in connection with the Dutch Act on the Supervision of CreditInstitutions 1992 (*Wet toezicht kredietwezen1992*).

“**ExecutiveOfficer**” 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 underthis Agreement as described in Clause 2.1 (*The Facility*)incorporating the Swingline Facility.

“**FacilityOffice**” means:

(a)                                  inrelation to a Lender (other than in such Lender’s capacity as a SwinglineLender) the office(s) notified by a Lender to the Facility Agent:

(i)                                     onor before the date it becomes a Lender; or

(ii)                                  bynot less than five Business Days’ notice,

as the office(s) throughwhich it will perform its obligations under this Agreement; and

(b)                                 inrelation to a Swingline Lender in respect of Dollar Swingline Advances (unlessotherwise stated in Part 2 of Schedule 1 (*The Swingline Lenders*)),its office in the United States of America in the same time zone as New YorkCity or, in respect of Euro Swingline Advances its office in London or aParticipating Member State in each case notified by a Swingline Lender to theFacility Agent:

(i)                                     onor before the date it becomes a Swingline Lender; or

(ii)                                  bynot less than five Business Days’ notice,

as the office(s) through which it will perform its obligations underthis Agreement.

“**Federal Funds Rate**” means, for any period, a fluctuatinginterest rate per annum equal for each day during such period to:

(a)                                  theweighted average of the rate on overnight federal funds transactions withmembers of the United States Federal Reserve System arranged by federal fundsbrokers as published for such day (or, if such day is not a New York BusinessDay, for the next preceding New York Business Day) by the Federal Reserve Bankof New York; or

(b)                                 ifsuch rate is not so published for any day which is a New York Business Day, theaverage of the quotations for such transactions received by the DollarSwingline Agent from three federal funds brokers of recognised standingselected by it.

“**Fee Letter**”means any letter or letters between the Mandated Lead Arrangers and the Companyor an Agent and the Company setting out any of the fees referred to in Clause12 (*Fees*).

“**FinanceDocument**” means this Agreement, any Fee Letter, any Accession Letterand any other document designated as such by the Facility Agent and theCompany.

“**FinanceParty**” means any of the Agents, the Mandated Lead Arrangers and theLenders.

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

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“**Guarantor**” means the Original Guarantor or an AdditionalGuarantor 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 orcorporation, any other company or corporation in respect of which it is aSubsidiary.

“**IFRS**” means international accounting standards and relatedinterpretations issued, adopted or amended from time to time by theInternational Accounting Standards Board and adopted by the European Commissionpursuant to EC Regulation No. 1606/2002 of the European Parliament and of theCouncil of 19 July 2002.

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

“**Lender**” means:

(a)                                  anyOriginal Lender; and

(b)                                 anybank or financial institution which has become a Party as a Lender inaccordance with Clause 23 (*Changes to the Lenders*),

which in each case hasnot ceased to be a Party in accordance with the terms of this Agreement.

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

(a)                                  theapplicable Screen Rate; or

(b)                                 (ifno Screen Rate is available for the currency or period of that Advance) thearithmetic 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 Banksto leading banks in the London Interbank Market,

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

“**LondonInterbank Market**” means the interbank market operating in London.

“**Majority Lenders**” means:

(a)                                  until the Total Commitments have been reduced tozero, a Lender or Lenders whose Commitments aggregate more than 662/3% of the Total Commitments (or, if the Total Commitments have beenreduced to zero and there are no Advances then outstanding, aggregated morethan 662/3% of the Total Commitments immediately prior to the reduction); or

(b)                                 at any other time, a Lender or Lenders whoseparticipations in the Advances then outstanding aggregate more than 662/3% of all the Advances then outstanding.

“**Mandatory Cost**” means the percentage rate per annumcalculated by the Facility Agent in accordance with Schedule 6 (*Mandatory Cost Formulae*).

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“**Margin**”means, for the period from and including the date of this Agreement to andincluding the fifth anniversary of this Agreement, 0.175% per annum andthereafter 0.20% per annum.

“**Material Adverse Effect**” means amaterial adverse effect on the ability of the Obligors taken as a whole toperform their payment obligations under this Agreement.

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

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

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

(c)                                  ifan Interest Period begins on the last Business Day of a calendar month, thatInterest Period shall end on the last Business Day in the calendar month in whichthat Interest Period is to end.

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

“**New YorkBusiness Day**” means a day on which federal funds transactions arecarried on in New York City.

“**Obligor**”means a Borrower or a Guarantor.

“**OptionalCurrency**” means a currency (other than the Base Currency) whichcomplies with the conditions set out in Clause 4.3 (*Conditionsrelating to Optional Currencies*).

“**OriginalFacility Agreement**” means the euro 1.5 billion credit agreementdated 17 August 2004 between, *inter alia*, theCompany as borrower, ABN AMRO Bank N.V., Banc of America Securities Limited,BNP Paribas, Citigroup Global Markets Limited, Coöperatieve CentraleRaiffeisen-Boerenleenbank B.A., Credit Suisse First Boston, Deutsche Bank AG,Fortis Bank (Nederland) N.V., HVB Banque Luxembourg Société Anonyme, ING BankN.V., J.P. Morgan PLC and The Royal Bank of Scotland plc as Mandated LeadArrangers, ABN AMRO Bank N.V. as Facility Agent, Euro Swingline Agent andDollar Swingline Agent and the financial institutions referred to therein aslenders.

“**OriginalGroup Financial Statements**” means the audited consolidated financialstatements of the Group for the year ended 31 December 2005.

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

“**ParticipatingMember State**” means any member state of the European Communitiesthat adopts or has adopted the euro as its lawful currency in accordance withlegislation of the European Union relating to European Monetary Union.

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

“**PMP**”means a “professional market party” within the meaning of the ExemptionRegulation.

“**Policy Guidelines**”means the 2005 DNB’s Policy Guidelines (issued in relation to the ExemptionRegulation) dated 29 December 2004 (*Beleidsregel 2005kernbegrippen markttoetreding en handhaving Wtk 1992*) (as amendedfrom time to time).

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

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

“**Project Borrower**” means any person which incurs a ProjectBorrowing.

“**Project Borrowing**” means any Borrowing to finance orrefinance a project:

(a)                                  whichis incurred or issued by a single purpose company or other single purpose legalentity (whether or not a Group Company) whose principal assets and businesstogether with the principal assets and business of its wholly-ownedSubsidiaries are constituted by that project and whose liabilities in respectof the Borrowing concerned are not directly or indirectly the subject of aguarantee, indemnity or any other form of assurance, undertaking or supportfrom any other Group Company except:

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

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

(iii)                               asexpressly referred to in paragraph (b)(iii) below; or

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

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

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

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

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

(iii)                               recourseto such borrower generally, or directly or indirectly to a Group Company underany form of completion guarantee, assurance or undertaking, which recourse islimited to a claim for damages (other than liquidated damages and damagesrequired to be calculated in a specified way) for breach of an obligation (notbeing a payment obligation or an obligation to procure payment by another or anobligation to comply or to procure compliance by another with any financialratios or other test of financial condition) by the person against whom suchrecourse is available; or

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

“**Quotation Day**” means, in relation toany period for which an interest rate is to be determined (other than inrespect of a Swingline Advance):

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

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

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

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

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

“**Relevant Interbank Market**” means:

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

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

“**Repeating Representations**” means each of the representationsreferred to in Clause 19.11(b) (*Times for makingrepresentations and warranties*).

“**Rollover Advance**” means one or moreAdvances (other than Swingline Advances):

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

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

(c)                                  inthe same currency as the maturing Advance (unless it arose as a result of theoperation of Clause 6.2 (*Unavailability of acurrency*)); and

(d)                                 madeor to be made to a Borrower for the purpose of refinancing a maturing Advancepreviously drawn by such Borrower.

“**Screen Rate**” means:

(a)                                  inrelation to LIBOR, the British Bankers Association Interest Settlement Rate forthe relevant currency and period; and

(b)                                 inrelation to EURIBOR, the percentage rate per annum determined by the BankingFederation of the European Union for the relevant period,

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

“**SecuritisationTransaction**” means any transaction under which Borrowings are raisedby any person in circumstances where the creditor(s) in respect of suchBorrowings:

(a)                                  haverecourse to receivables or other identified assets or to a loan secured onreceivables or such other assets of that person; and

(b)                                 arespecial purpose vehicles established for the purpose of issuing securitiesbacked by those receivables and assets or loans.

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

“**SpecifiedPreference Shares**” means any B preference shares of twenty foureurocent (euro 0.24) that may be issued in the future to the FoundationPreference Shares BKPN (*Stichting PreferenteAandelen B KPN*).

“**Specified Time**” means a time determined in accordance withSchedule 5 (*Timetables*).

“**Subordinated Indebtedness**” means any indebtedness of theCompany 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, paymentof interest, principal, early repayment events and other

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rightson default and insolvency, subordinate to those of the Finance Parties underthe Finance Documents.

“**Subsidiary**” means an entity from time to time of whichanother person (and/or one or more of its subsidiaries) either (a) by havingbeneficial ownership, directly or indirectly of more than 50 per cent. of the issuedshare capital of such entity; or (b) pursuant to an agreement with otherpersons, entitled to vote or otherwise, can:

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

(b)                                 appoint or dismiss solely or jointly, more than50 per cent. of the board of directors or of the supervisory board members ofsuch entity, if all persons entitled to vote were to cast their vote.

“**SwinglineAdvance**” means any advance made or to be made under the SwinglineFacility pursuant to a Utilisation Request under Clause 5.5  **(***Delivery of a Utilisation Request for a Swingline Advance*).

“**Swingline Agent**” means the Euro SwinglineAgent or the Dollar Swingline Agent, as appropriate.

“**Swingline Commitment**” means:

(a)                                  inrelation to an Original Lender which is a Swingline Lender, the amount setopposite 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 thisAgreement; and

(b)                                 inrelation to any other Swingline Lender, the amount of any Swingline Commitmenttransferred to it under this Agreement,

to the extent notcancelled, reduced or transferred by it under this Agreement.

“**SwinglineFacility**” means the swingline facility forming part of the Facilityas described in Clause 2.1 (*The Facility*).

“**Swingline Lender**” means:

(a)                                  anyOriginal Lender whose name is set out in Part 2 of Schedule 1 (*The Swingline Lenders*); and

(b)                                 anybank or financial institution which has become a Party as a Lender inaccordance with Clause 23 (*Changes to the Lenders*)and to whom a Swingline Commitment has been transferred,

which in each case hasnot ceased to have a Swingline Commitment.

“**TARGET**” means the Trans-European Automated Real-time GrossSettlement Express Transfer payment system.

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“**TARGET Day**” means any day on which TARGET is open for thesettlement of payments in euro.

“**Tax**” means any tax, levy, impost, duty or other charge orwithholding of a similar nature (including any penalty or interest payable inconnection with any failure to pay or any delay in paying any of the same).

“**TerminationDate**” means the seventh anniversary of the date of this Agreement.

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

“**TotalOutstandings**” means the aggregate from time to time of theOutstandings.

“**TotalSwingline Commitments**” means the aggregate of the Swingline Commitments,being euro 500,000,000 at the date of this Agreement.

“**TransferCertificate**” means a certificate substantially in the form set outin Schedule 4 (*Form of TransferCertificate*) or any other form agreed between the Facility Agent andthe Company.

“**Transfer Date**” means, in relation to a transfer, the laterof:

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

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

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

“**Utilisation**”means a utilisation of the Facility.

“**UtilisationDate**” means the date of a Utilisation, being the date on which anAdvance is to be made.

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

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

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

(i)                                         itsentry in a public register (including on-line registers available on theinternet) of DNB;

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

(iii)                                   itsbalance sheet, as confirmed by an auditor’s statement showing a value of itsassets as per the last day of the preceding calendar year of at least euro500,000,000 (or such other amount and/or at such other time as may be requiredpursuant to the Exemption Regulation); or

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(iv)                                  apublic register published by a regulator other than DNB.

## 1.2**                                 Construction**

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

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

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

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

(iv)                              “**know your customer requirements**” are the identificationchecks that a Finance Party requests in order to meet its obligations under anyapplicable law or regulation to identify a person who is (or is to become) itscustomer;

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

(vi)                              a “**regulation**” includes any regulation, rule, officialdirective, request or guideline (whether or not having the force of law butbeing binding) of any governmental, intergovernmental or supranational body,agency, department or regulatory, self-regulatory or other authority ororganisation;

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

(viii)                        unless a contraryindication appears, a time of day is a reference to London time.

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

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

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

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

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## 1.3**                                 CurrencySymbols and Definitions**

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

## 1.4**                                 ThirdParty Rights**

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

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**SECTION 2****THE FACILITY**

# 2.**                                       THEFACILITY**

## 2.1**                                 TheFacility**

Subject to the terms ofthis Agreement, the Lenders make available to the Borrower a multicurrencyrevolving credit facility in a maximum aggregate amount ofeuro 1,500,000,000 (the “**Facility**”),including by way of a sub-limit to the Facility a revolving swingline facility(the “**Swingline Facility**”) available indollars and euros in a maximum aggregate amount of euro 500,000,000.

## 2.2**                                 Lenders’rights and obligations**

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

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

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

## 2.3                                 **Obligors’ representative**

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

## 2.4                                 **Actions of Company**

The respectiveliabilities of each of the Obligors under the Finance Documents shall not be inany way affected by:

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

(b)                                 theCompany acting (or purporting to act) in any respect outside any authorityconferred upon it by any Obligor; or

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

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# 3.**                                       PURPOSE**

## 3.1**                                 Purpose**

Each Borrower shall applyall amounts borrowed by it under the Facility for the purpose of refinancingexisting indebtedness of Group Companies, for general corporate purposes andfor working capital purposes of the Group.

## 3.2                                 **Monitoring**

No Finance Party is boundto monitor or verify the application of any amount borrowed pursuant to thisAgreement.

# 4.                                       **CONDITIONS OF UTILISATION**

## 4.1**                                 Initialconditions precedent**

No Borrower may deliver aUtilisation Request unless the Facility Agent has received all of the documentsand other evidence listed in Schedule 2 Part 1 (*ConditionsPrecedent*) in form and substance reasonably satisfactory to theFacility Agent.  The Facility Agent shallnotify the Company and the Lenders promptly upon being so satisfied.

## 4.2                                 **Further conditions precedent**

(a)                                  TheLenders will only be obliged to comply with Clause 5.4 (*Lenders’participation*), and the Swingline Lenders will only be obliged tocomply with Clause 5.8 (*Swingline Lenders’participation*), if on the date of the Utilisation Request and on theproposed Utilisation Date:

(i)                                     exceptin the case of a Rollover Advance:

(1)                                  noDefault is continuing or would result from the proposed Advance; and

(2)                                  theRepeating Representations to be made by each Obligor are true in all materialrespects,

(ii)                                  inthe case of a Rollover Advance, no notice has been given by the Facility Agentunder Clause 22.13 (Acceleration).

(b)                                 AnAdvance will not be made if it would result in

(i)                                     theBase Currency Amount of all Advances exceeding the Total Commitments; or

(ii)                                  theBase Currency Amount of all Swingline Advances exceeding the Total SwinglineCommitments.

## 4.3                                 **Conditions relating to Optional Currencies**

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

(i)                                     itis readily available in the amount required and freely convertible into theBase Currency in the Relevant Interbank Market on the Quotation Day and theUtilisation Date for that Advance; and

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

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

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

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

## 4.4                                 **Maximum number of Advances**

(a)                                  ABorrower may not deliver a Utilisation Request if, as a result of the proposedUtilisation, more than 10 Advances (other than Swingline Advances) would beoutstanding or, in the case of Swingline Advances if, as a result of theproposed Utilisation, more than 10 Swingline Advances would be outstanding.

(b)                                 AnyAdvance made by a single Lender under Clause 6.2 (*Unavailabilityof 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 Request**

A Borrower may utilisethe Facility (other than for the purpose of drawing Swingline Advances, whichmay be drawn in accordance with Clause 5.5 (Delivery of a Utilisation Requestfor a Swingline Advance)) by delivery to the Facility Agent of a duly completedUtilisation Request not later than the Specified Time.

## 5.2                                 **Completion of a Utilisation Request**

(a)                                  EachUtilisation Request delivered to the Facility Agent pursuant to Clause 5.1 (*Delivery of a Utilisation Request*) is irrevocable and willnot be regarded as having been duly completed unless:

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

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

(iii)                               theproposed Interest Period complies with Clause 10 (*InterestPeriods*).

(b)                                 Onlyone Advance may be requested in each Utilisation Request delivered to theFacility Agent pursuant to Clause 5.1 (*Delivery of a UtilisationRequest*).

## 5.3**                                 Currencyand amount**

(a)                                  Thecurrency specified in a Utilisation Request delivered to the Facility Agentpursuant to Clause 5.1 (*Delivery of a UtilisationRequest*) must be the Base Currency or an Optional Currency.

(b)                                 Theamount of the proposed Advance must be an amount which is:

(i)                                     ifthe currency selected is the Base Currency, a minimum of euro 25,000,000(or, if less, the remainder of the Available Facility); or

(ii)                                  ifthe currency selected is dollars, a minimum of $25,000,000 (or, as the case maybe, an amount whose Base Currency Amount is equal to the remainder of theAvailable Facility);

(iii)                               ifthe currency selected is sterling, a minimum of £15,000,000 (or, as the casemay be, an amount whose Base Currency Amount is equal to the remainder of theAvailable Facility); or

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

(c)                                  TheBase Currency Amount of the proposed Advance must be equal to or less than theamount of the Available Facility.

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## 5.4                                 **Lenders’ participation**

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

(b)                                 Theamount of each Lender’s participation in each Advance (not being a SwinglineAdvance) will be equal to the proportion borne by its Available Commitment tothe Available Facility immediately prior to making the Advance.

(c)                                  TheFacility Agent shall notify each Lender of the amount, currency and the BaseCurrency Amount of each Advance at the Specified Time.

## 5.5**                                 Deliveryof a Utilisation Request for a Swingline Advance**

The Company may utilisethe Swingline Facility by delivery (in the case of a Euro Swingline Advance) tothe Euro Swingline Agent or (in the case of a Dollar Swingline Advance) to theDollar Swingline Agent, in each case with a copy to the Facility Agent, of aduly completed Utilisation Request not later than the Specified Time.

## 5.6                                 **Completion of a Utilisation Request for a SwinglineAdvance**

(a)                                  EachUtilisation Request delivered pursuant to Clause 5.5 (*Delivery ofa Utilisation Request for a Swingline Advance*) is irrevocable andwill not be regarded as having been duly completed unless:

(i)                                     theproposed Utilisation Date is a Business Day (in the case of a Euro SwinglineAdvance) or a day (other than a Saturday or a Sunday) on which banks are openfor general business in New York City (in the case of a Dollar Swingline Advance)within the Availability Period;

(ii)                                  thecurrency and amount of the Utilisation comply with Clause 5.7 (*Currency and amount of Swingline Advances*); and

(iii)                               theproposed Interest Period complies with Clause 10 (*InterestPeriods*).

(b)                                 Onlyone Swingline Advance may be requested in each Utilisation Request deliveredpursuant to Clause 5.5 (*Delivery of a UtilisationRequest for a Swingline Advance*).

## 5.7**                                 Currencyand amount of Swingline Advances**

(a)                                  Thecurrency specified in a Utilisation Request delivered pursuant toClause 5.5 (*Delivery of a Utilisation Request for aSwingline Advance*) must be euro or dollars.

(b)                                 Theamount of the proposed Swingline Advance must be, in the case of a EuroSwingline Advance, a minimum of euro 10,000,000 or, if less, the AvailableSwingline Facility or, in the case of a Dollar Swingline Advance, $10,000,000or, if less, an amount whose Base Currency Amount is equal to the AvailableSwingline Facility.

(c)                                  TheBase Currency Amount of the proposed Swingline Advance must be equal to or lessthan the amount of the Available Swingline Facility.

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## 5.8**                                 SwinglineLenders’ participation**

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

(b)                                 Theamount of each Swingline Lender’s participation in each Swingline Advance willbe equal to the proportion borne by its Available Swingline Commitment to theAvailable Swingline Facility immediately prior to making the Swingline Advance.

(c)                                  Therelevant Swingline Agent shall notify each relevant Swingline Lender of theamount, currency and the Base Currency Amount of each Swingline Advance at theSpecified Time and shall promptly notify the Facility Agent of each SwinglineAdvance made under the Swingline Facility.

## 5.9**                                 AutomaticAdvance**

(a)                                  Inthe event that the Company does not repay a Swingline Advance in full on thelast day of its Interest Period, on the Business Day immediately following suchday, the Company shall, unless all the Lenders (including, for the avoidance ofdoubt, the Swingline Lenders) agree otherwise, be deemed to have served aUtilisation Request for an Advance (not being a Swingline Advance) in the amountand currency of such Swingline Advance and with an Interest Period of 1 weekand such Advance shall be made in accordance with Clause 5.4 (*Lenders’ participation*) and the proceeds thereof applied inrepayment of the said Swingline Advance.

(b)                                 Clause4.2(a) (*Further conditions precedent*) shall notapply to any Advance to which this Clause 5.9 refers.

## 5.10                           **Use of Swingline Advance**

The Company may not usethe proceeds of any Swingline Advance to repay, in whole or in part, any otherSwingline Advance.  The proceeds of anynon-Swingline Advance (other than an Advance requested before the date of aSwingline Advance) made hereunder shall first be applied in repayment of anySwingline Advance (together with any accrued interest thereon), and theFacility Agent shall pay such portion of any such Advance to be made hereunderto the Swingline Lenders as is necessary to repay each outstanding SwinglineAdvance (together with any accrued interest thereon).

## 5.11**                           Relationshipwith Facility**

(a)                                  ThisClause applies when a Swingline Advance is outstanding or is to be borrowed.

(b)                                 TheSwingline Facility is not independent of the Facility.

(c)                                  Notwithstandingany other term of this Agreement a Lender is only obliged to participate in anAdvance to the extent that it would not result in its share in the BaseCurrency Amounts of all Advances and that of a Lender which is its Affiliateexceeding its Overall Commitment.

(d)                                 Forthis purpose, “**Overall Commitment**” of a Lendermeans:

(i)                                     itsCommitment; or

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(ii)                                  inthe case of a Swingline Lender which does not have a Commitment, the Commitmentof a Lender which is its Affiliate.

(e)                                  Where,but for the operation of paragraph (c) above, a Lender’s share in the Advancesand that of a Lender which is its Affiliate would have exceeded its OverallCommitment, the excess will be apportioned among the other Lendersparticipating in the relevant Advance pro rata according to their relevantCommitments.  This calculation will beapplied as often as necessary until the Advance is apportioned among therelevant Lenders in a manner consistent with paragraph (c) above.

(f)                                    TheSwingline Commitments must not at any time exceed the Commitments and, ifnecessary, the Swingline Commitments will be automatically reduced to achievethis.

## 5.12                           **Conditions of assignment or transfer**

Notwithstanding any otherterm of this Agreement, each Lender must ensure that at all times its OverallCommitment is not less than:

(a)                                  itsSwingline Commitment; or

(b)                                 ifit does not have a Swingline Commitment, the Swingline Commitment of a Lenderwhich is its Affiliate.

## 5.13**                           AffiliateFacility Offices**

(a)                                  ALender (the “**Primary Lender**”) mayfulfil its obligations to participate in or make any Advance to any Borrower ina particular country through an Affiliate of that Primary Lender if:

(i)                                     suchAffiliate is specified in this Agreement as a Lender by appearing under thename of the Primary Lender in Schedule 1 and executing this Agreement; or

(ii)                                  suchAffiliate becomes a Lender by means of executing a Transfer Certificate.

(b)                                 AnAffiliate of a Primary Lender referred to in this Clause 5.13 shall not haveany Commitment or Swingline Commitment, but the Commitment and/or SwinglineCommitment of the relevant Primary Lender shall be reduced to the extent of theBase Currency Amounts of Advances (or Swingline Advances) made available bythat Affiliate. Accordingly, the Primary Lender and the relevant Affiliateshall be treated as having a single Commitment and (if applicable) SwinglineCommitment and a single vote but for all other purposes shall be treated asseparate Lenders.

(c)                                  ALender which has an Affiliate appearing under its name in Schedule 1 andexecuting this Agreement (or, as the case may be, appearing in a TransferCertificate) will remain liable for the relevant obligations under the FinanceDocuments 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 theCompany on behalf of a Borrower) shall select the currency of an Advance in aUtilisation Request.

## 6.2**                                 Unavailabilityof a currency**

If before theSpecified Time on any Quotation Day:

(a)                                  theFacility Agent has received notice from a Lender that it is impracticable forthat Lender to fund its participation in the relevant Advance in the proposedOptional Currency during its Interest Period in the ordinary course of businessin the European Interbank Market; or

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

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

## 6.3**                                 Participationin an Advance**

Each Lender’sparticipation in an Advance (other than a Swingline Advance) will be determinedin accordance with paragraph (b) of Clause 5.4 (*Lenders’participation*) or, in the case of a Swingline Advance, in accordancewith paragraph (b) of Clause 5.8 (*SwinglineLenders’ participation*).

## 6.4                                 **Notification**

The Facility Agent shallnotify the Lenders and the Company of Optional Currency amounts (and theapplicable 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 drawnan Advance shall repay that Advance on the last day of its Interest Period.

# 8.                                       **PREPAYMENT AND CANCELLATION**

## 8.1                                 **Illegality**

If it becomesunlawful in any jurisdiction for a Lender to perform any of its obligations ascontemplated by this Agreement or to fund its participation in any Advance:

(a)                                  thatLender shall promptly notify the Facility Agent upon becoming aware of thatevent;

(b)                                 uponthe Facility Agent notifying the Company, the Commitment of that Lender will beimmediately cancelled; and

(c)                                  eachBorrower shall*,* to the extent required andwithin the applicable grace period permitted by law or if no such period isallowed, immediately, repay that Lender’s participation in the Advances made tothat Borrower on the last day of the Interest Period for each Advance occurringafter the Facility Agent has notified the Company or, if earlier, the datespecified by the Lender in the notice delivered to the Facility Agent.

## 8.2**                                 MandatoryPrepayment on Change of Control**

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

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

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

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(ii)                                  declarethat the Total Commitments shall be cancelled, whereupon the Total Commitmentsshall be cancelled and the Commitment of each Lender shall be cancelled andreduced to zero.

## 8.3**                                 Voluntarycancellation**

The Company may, if itgives the Facility Agent not less than 3 Business Days’ (or such shorter periodas the Majority Lenders may agree) prior notice, cancel the whole or any part(being a minimum amount of euro 25,000,000) of the AvailableFacility.  Any cancellation in part underthis Clause 8.3 will be applied against the Commitment of each Lender pro rata.

## 8.4**                                 VoluntaryPrepayment**

The Borrower to which anAdvance has been made may, if it gives the Facility Agent not less than 3Business Days’ (in the case of any Advance other than a Swingline Advance) or 1day’s (in the case of any Swingline Advance) or, such shorter period as theMajority Lenders may agree, prior notice, prepay the whole or (other than inthe case of a Swingline Advance) any part of an Advance (but if in part, beingan amount that reduces the Base Currency Amount of the Advance by a minimumamount of euro 25,000,000).  Anyprepayment in part under this Clause 8.4 will be applied against theparticipations of each Lender in the relevant Advance pro rata.

## 8.5**                                 Rightof repayment and cancellation in relation to a single Lender**

(a)                                  If:

(i)                                     anysum payable to any Lender by an Obligor is required to be increased underClause 13 (*Tax Gross-up*); or

(ii)                                  anyLender claims indemnification from the Company under Clause 14.1 (*Increased costs*),

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

(b)                                 Onreceipt of a notice referred to in paragraph (a) above, the Commitment of thatLender shall immediately be reduced to zero.

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

## 8.6**                                 Restrictions**

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

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

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

(d)                                 TheBorrowers shall not repay or prepay all or any part of the Advances or cancelall or any part of the Commitments except at the times and in the mannerexpressly provided for in this Agreement.

(e)                                  Noamount of the Total Commitments cancelled under this Agreement may be subsequentlyreinstated.

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

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**SECTION 5**

**COSTS OFUTILISATION**

# 9.**                                       INTEREST**

## 9.1**                                 Calculationof interest**

(a)                                  Therate of interest on each Advance (other than a Swingline Advance) for eachInterest Period is the percentage rate per annum which is the aggregate of theapplicable:

(i)                                     Margin;

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

(iii)                               MandatoryCost, if any.

(b)                                 Therate of interest on each Swingline Advance for each Interest Period shallaccrue from day to day and is the percentage rate per annum determined by theEuro Swingline Agent (in the case of any Euro Swingline Advance) to be the EuroSwingline Rate or by the Dollar Swingline Agent (in the case of any DollarSwingline Advance) to be the Dollar Swingline Rate.

## 9.2                                 **Payment of interest**

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

## 9.3**                                 Defaultinterest**

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

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

## 9.4**                                 Notificationof rates of interest**

The Facility Agent shallpromptly notify the Lenders and the relevant Borrower of the determination of arate of interest under this Agreement.

# 10.**                                 INTERESTPERIODS**

## 10.1**                           Selectionof Interest Periods**

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

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(b)                                 Subjectto this Clause 10, a Borrower (or the Company) may select an Interest Periodof:

(i)                                     inrelation to any Advance (other than a Swingline Advance), 1, 2 or 3 weeks, 1,2, 3 or 6 Months or any period longer than 6 Months agreed between the Companyand the Facility Agent (acting on the instructions of all the Lenders) or anyperiod shorter than 6 Months agreed between the Company and the Facility Agentor ending on the Termination Date; or

(ii)                                  inrelation to any Swingline Advance, a period not exceeding seven Business Days.

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

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

(e)                                  EachAdvance has one Interest Period only.

## 10.2                           **Non-Business Days**

If an Interest Period wouldotherwise end on a day which is not a Business Day, that Interest Period willinstead 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 determinedby reference to the Reference Banks but a Reference Bank does not supply aquotation by the Specified Time on the Quotation Day, the applicable LIBOR orEURIBOR shall be determined on the basis of the quotations of the remainingReference Banks.

## 11.2                           **Market disruption**

(a)                                  Ifa Market Disruption Event occurs in relation to an Advance (other than aSwingline Advance) for any Interest Period, then the rate of interest on eachLender’s share of that Advance for the Interest Period shall be the rate perannum which is the sum of:

(i)                                     theMargin;

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

(iii)                               theMandatory Cost, if any, applicable to that Lender’s participation in theAdvance.

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(b)                                 Inthis Agreement “**Market Disruption Event**” means inrelation to an Advance (not being a Swingline Advance):

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

(ii)                                  theFacility Agent (after consultation with the Reference Banks) shall havedetermined (which determination shall be conclusive and binding upon allParties) that by reason of circumstances affecting the Relevant Interbank Marketgenerally, adequate and fair means do not exist for ascertaining EURIBOR or, asthe case may be, LIBOR applicable to an Advance for the relevant InterestPeriod or EURIBOR or, as the case may be, LIBOR does not adequately representthe cost of funding to the Lenders,

**provided that**the Company and the Lenders (through the Facility Agent) may agree that, if notalready drawn, the Advances concerned shall not be borrowed (subject to theprovisions of paragraph (c) of Clause 15.2 (*OtherIndemnities*)).

## 11.3                           **Alternative basis of interest or funding**

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

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

## 11.4                           **Break Costs**

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

(b)                                 Anydemand made by a Finance Party pursuant to paragraph (a) above shall beaccompanied by a certificate confirming the amount of its Break Costs for therelevant Interest Period.

# 12.                                 **FEES**

## 12.1                           **Commitment fee**

(a)                                  TheCompany shall pay to the Facility Agent (for the account of each Lender) a feein the Base Currency on that Lender’s Available Commitment for the AvailabilityPeriod, at the rate per annum for each day of each relevant period referred toin paragraph (b) below which is equal to 30 per cent. of the Margin applicableat such time.

(b)                                 Theaccrued commitment fee is payable on the last day of each successive period ofthree Months commencing from the date of this Agreement and on the last day ofthe

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Availability Period applicable to a Lender and on thecancelled amount of the relevant Lender’s Commitment at the time thecancellation is effective.

## 12.2                           **Utilisation Fee**

(a)                                  TheCompany shall pay to the Facility Agent (for the account of the Lenders prorata to their Outstandings) a utilisation fee computed at the rate of 0.025 percent. per annum on the Total Outstandings for each day that the TotalOutstandings are in an amount exceeding 50 per cent. of the Total Commitments.

(b)                                 Theaccrued utilisation fee is payable on the last day of each successive period ofthree Months commencing from the date of this Agreement and on the TerminationDate.

## 12.3                           **Arrangement Fee**

The Company shall pay tothe Mandated Lead Arrangers fees in the amounts and at the times agreed in aFee Letter.

## 12.4                           **Agency fees**

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

(b)                                 TheCompany shall pay to the Euro Swingline Agent (for its own account) an agencyfee in the amount and at the times agreed in a Fee Letter.

(c)                                  TheCompany shall pay to the Dollar Swingline Agent (for its own account) an agencyfee in the amount and at the times agreed in a Fee Letter.

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**SECTION 6**

**ADDITIONALPAYMENT OBLIGATIONS**

# 13.                                 **TAX GROSS UP**

## 13.1                           **Gross-up**

(a)                                  All payments by an Obligor under the FinanceDocuments shall be made free and clear of and without deduction for or onaccount of any taxes, except to the extent that the Obligor is required by lawto make payment subject to any tax, or amount in respect of tax (“**applicable tax**”).  If any applicable tax must be deducted fromany amounts payable or paid by an Obligor, or paid or payable by the FacilityAgent to a Lender, under the Finance Documents, then the relevant Obligor shallpay such additional amounts as may be necessary to ensure that the relevantLender receives and retains free of any liability a net amount equal to thefull amount which it would have received had payment not been made subject toapplicable tax.

(b)                                 An Obligor is not obliged to pay anyadditional amount under paragraph (a) above in respect of any deduction whichhas occurred solely as a result of a change in Facility Office or othertransfer by the Lender concerned and arises on the date of such change ortransfer.

(c)                                  The Lender shall, at the written request ofan Obligor, co-operate with the Obligor and use its best efforts to completeany declaration, claim, exemption or other form (or provide other evidence ofeligibility) necessary for the Obligor to obtain authorisation to make paymentswithout a tax deduction.

## 13.2                           **Taxreceipts**

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

## 13.3                           **TaxCredit**

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

(b)                                 Nothing in this Clause 13.3 shall interferewith the right of a Lender to arrange its tax affairs in whatever manner itthinks fit and without limiting the foregoing no Lender shall be under anyobligation to claim a Tax Credit or to claim a Tax Credit in priority to anyother claims, relief, credit or deduction available to it.  No Lender shall be

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obliged to disclose any information relating to its tax affairs or anycomputations in respect thereof.

## 13.4                           **Stamptaxes**

Therelevant Obligor shall pay and, promptly on demand, indemnify each FinanceParty against any cost, loss or liability that Finance Party incurs in relationto all stamp duty, registration and other similar Taxes payable in respect ofany Finance Document.

## 13.5                           **Valueadded tax**

(a)                                  All consideration payable under a FinanceDocument by an Obligor to a Finance Party shall be deemed to be exclusive ofany VAT.  If VAT is chargeable, therelevant Obligor shall pay to the Finance Party (in addition to and at the sametime as paying the consideration) an amount equal to the amount of the VAT.

(b)                                 Where a Finance Document requires an Obligorto reimburse a Finance Party for any costs or expenses, that Obligor shall alsoat the same time pay and indemnify that Finance Party against all VAT incurredby that Finance Party in respect of the costs or expenses save to the extentthat that Finance Party is entitled to repayment or credit in respect of theVAT.

# 14.                                 **INCREASED COSTS**

## 14.1                           **Increasedcosts**

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

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

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

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

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

whichis incurred or suffered by a Finance Party or any of its Holding Companies tothe extent that it is attributable to that Finance Party having entered intoits Commitment or funding or performing its obligations under any FinanceDocument.

## 14.2                           **Increasedcost claims**

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

(b)                                 Each Finance Party shall, together with anydemand made pursuant to paragraph (a) above, provide a certificate confirmingthe amount of its Increased Costs with full

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supportingdetails (which certificate shall constitute prima facie non-binding evidence ofthe 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 respectof Tax which must be deducted from any amounts payable or paid by an Obligor orpaid or payable by the Facility Agent to a Lender under the Finance Documentsor compensated for by the operation of Clause 13.1 (*Gross-up*);

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

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

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

# 15.                                 **OTHER INDEMNITIES**

## 15.1                           **Currencyindemnity**

(a)                                  If any sum due from an Obligor under theFinance Documents (a “**Sum**”), orany order, judgment or award given or made in relation to a Sum, has to beconverted from the currency (the “**FirstCurrency**”) in which that Sum is payable into another currency (the“Second**Currency**”) for the purposeof:

(i)                                     making or filing a claim or proof againstthat Obligor;

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

thatObligor 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 orliability arising out of or as a result of the conversion including anydiscrepancy between (A) the rate of exchange used to convert that Sum from theFirst Currency into the Second Currency and (B) the rate or rates of exchangeavailable to that person at the time of its receipt of that Sum.

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

## 15.2                           **Otherindemnities**

TheCompany shall (or shall procure that an Obligor will), indemnify each FinanceParty within 5 Business Days of demand against any cost, loss or liabilityincurred 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 dueunder a Finance Document on its due date, including without limitation, anycost, loss or liability arising as a result of Clause 27 (*Sharing among the Lenders*);

(c)                                  funding, or making arrangements to fund, itsparticipation in an Advance requested by the relevant Borrower in a UtilisationRequest but not made by reason of the operation of any one or more of theprovisions of this Agreement (other than by reason of default or negligence bya 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 beingprepaid in accordance with a notice of prepayment given by a Borrower or theCompany; or

(e)                                  any representation, warranty or statementgiven by a Dutch Borrower in Clause 19.12(b) (*ProfessionalMarket Party Representations*) being incorrect when made or deemed tobe made, provided that this Clause 15.2(e) shall not apply to any Lender or NewLender which makes a misrepresentation under Clause 19.12(a) (*Professional Market Party Representations*).

## 15.3                           **Indemnityto the Facility Agent**

TheCompany shall within 5 Business Days of demand indemnify the Facility Agentagainst any cost, loss or liability incurred by the Facility Agent (actingreasonably) as a result of:

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

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

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

# 16.                                 **MITIGATION BY THE LENDERS**

## 16.1                           **Mitigation**

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

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

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## 16.2                           **Limitationof liability**

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

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

# 17.                                 **COSTS AND EXPENSES**

## 17.1                           **Transactionexpenses**

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

(a)                                  this Agreement and any other documentsreferred to in this Agreement; and

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

## 17.2                           **Amendmentcosts**

If(a) an Obligor requests an amendment, waiver or consent or (b) an amendment isrequired pursuant to Clause 28.9 (*Change ofcurrency*), or (c) any other matter, not of an ordinaryadministrative nature, arises out of or in connection with a Finance Documentwhich, in the reasonable opinion of the Facility Agent, is attributable to anObligor, the Company shall, within 5 Business Days of demand, reimburse theFacility Agent for the amount of all out-of-pocket costs and expenses(including legal fees) reasonably incurred by the Facility Agent and, ifapplicable, the Mandated Lead Arrangers in responding to, evaluating,negotiating or complying with that request, requirement or other matter.

## 17.3                           **Enforcementcosts**

TheCompany shall within 5 Business Days of demand, pay to each Finance Party theamount of all costs and expenses (including legal fees) properly incurred bythat Finance Party in connection with the enforcement of, or the preservationof any rights under, any Finance Document or in investigating any possible Defaultof which an Obligor or the Majority Lenders have given notice.

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**SECTION 7**

**GUARANTEE**

# 18.                                 **GUARANTEE AND INDEMNITY**

## 18.1                           **Guaranteeand indemnity**

Each Guarantor irrevocably and unconditionally jointly and severally:

(a)                                  guarantees to each Finance Party punctualperformance by each Borrower of all that Borrower’s obligations under theFinance Documents;

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

(c)                                  indemnifies each Finance Party immediately ondemand against any cost, loss or liability suffered by that Finance Party ifany obligation guaranteed by it is or becomes unenforceable, invalid orillegal.  The amount of the cost, loss orliability shall be equal to the amount which that Finance Party would otherwisehave been entitled to recover.

## 18.2                           **Continuingguarantee**

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

## 18.3                           **Reinstatement**

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

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

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

## 18.4                           **Waiver ofdefences**

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

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

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

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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 orany non-presentation or non-observance of any formality or other requirement inrespect of any instrument or any failure to realise the full value of anysecurity;

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

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

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

(g)                                 any insolvency or similar proceedings.

## 18.5                           **Immediaterecourse**

EachGuarantor waives any right it may have of first requiring any Finance Party (orany trustee or agent on its behalf) to proceed against or enforce any otherrights or security or claim payment from any person before claiming from thatGuarantor under this Clause 18.  Thiswaiver applies irrespective of any law or any provision of a Finance Documentto the contrary.

## 18.6                           **Appropriations**

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

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

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

## 18.7                           **Deferralof Guarantors’ rights**

Untilall amounts which may be or become payable by the Obligors under or inconnection with the Finance Documents have been irrevocably paid in full andunless the Facility Agent otherwise directs, no Guarantor will exercise anyrights which it may have by reason of performance by it of its obligationsunder the Finance Documents:

(a)                                  to be indemnified by an Obligor;

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

(c)                                  to take the benefit (in whole or in part andwhether by way of subrogation or otherwise) of any rights of the FinanceParties under the Finance Documents or of any other guarantee or security takenpursuant to, or in connection with, the Finance Documents by any Finance Party.

## 18.8                           **Additionalsecurity**

Thisguarantee is in addition to and is not in any way prejudiced by any otherguarantee or security now or subsequently held by any Finance Party.

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**SECTION 8**

**REPRESENTATIONS,UNDERTAKINGS AND EVENTS OF DEFAULT**

# 19.                                 **REPRESENTATIONS AND WARRANTIES**

## 19.1                           **Representationsand warranties**

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

## 19.2                           **Status**

(a)                                  It is, in the case of the Company, a publiclimited liability company (*naamlozevennootschap*), duly incorporated and validly existing under the lawsof The Netherlands;

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

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

## 19.3                           **Powersand authority**

Ithas the power to enter into and perform, and has taken all necessary action toauthorise the entry into, performance and delivery of, the Finance Documents towhich it is or will be a party and the transactions contemplated by thoseFinance Documents.

## 19.4                           **Legalvalidity**

EachFinance Document to which it is or will be a party constitutes, or whenexecuted in accordance with its terms will constitute, its legal, valid andbinding obligation enforceable in accordance with its terms.

## 19.5                           **Non-conflict**

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

(a)                                  any law or regulation or judicial or officialorder of The Netherlands or the jurisdiction of its incorporation or any otherrelevant jurisdiction; or

(b)                                 the constitutional documents of any Obligor;or

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

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

## 19.6                           **Nodefault**

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

(b)                                 no other event is outstanding whichconstitutes (or, with the giving of notice, lapse of time, determination ofmateriality or the fulfilment of any other applicable condition or anycombination of the foregoing, is reasonably likely to constitute) a default

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underany document which is binding on any Group Company or any asset of any GroupCompany to an extent or in a manner which is reasonably likely to have aMaterial Adverse Effect.

## 19.7                           **Authorisations**

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

## 19.8                           **FinancialStatements**

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

(i)                                     have (subject to Clause 20.2 (*Basis of Preparation of Financial Statements*)been prepared in accordance with IFRS; and

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

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

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

(i)                                     have been prepared in accordance withaccounting principles and practices generally accepted in the jurisdiction ofits incorporation consistently applied; and

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

## 19.9                           **Litigation**

Nolitigation, arbitration or administrative proceedings in relation to any GroupCompany 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 aMaterial Adverse Effect.

## 19.10                     **Information**

Tothe best of its knowledge and belief, the factual written information (otherthan that obtained from public sources) in relation to this Agreement and theFacility provided by the Company was correct in all material respects as at itsdate and did not omit to state a material fact necessary to make such factualinformation not misleading in any material respect and all projections suppliedby any member of the Group were made in good faith and based on opinions andassumptions considered to be reasonable at the time of supply.

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## 19.11                     **Times formaking representations and warranties**

The representations and warranties set out in this Clause 19:

(a)                                  other than in the case of Clauses 19.6 (*No default*), 19.8(b) (*Financial Statements*), 19.9 (*Litigation*), 19.10 (*Information*) and 19.12 (*Professional Market Party Representations*):

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

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

(b)                                 are, other than in the case of Clauses 19.6 (*No Default*), 19.8(b) (*Financial Statements*), 19.9 (*Litigation*), 19.10 (*Information*) and 19.12 (*Professional Market Party Representations*),deemed to be repeated by each Borrower on:

(i)                                     the date of each Utilisation Request; and

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

(c)                                  in the case of Clauses 19.6 (*No default*), 19.8(b) (*Financial Statements*), 19.9 (*Litigation*), and 19.10 (*Information*), are made by the Company onthe date of this Agreement;

(d)                                 in the case of Clause 19.12 (*Professional Market Party Representations*)are made by the parties specified in that clause at the times specified in thatclause;

(e)                                  are made by the Company (in respect of Clause19.8(a) (*Financial Statements*))and each Obligor (in respect of Clause 19.8(c) (*Financial Statements*)) on the date upon which the financialstatements referred to therein are delivered pursuant to Clause 20.1 (*Financial Information*),

ineach case with reference to the facts and circumstances then existing.

## 19.12                     **ProfessionalMarket Party Representations**

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

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

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

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(b)                                 Each Dutch Borrower:

(i)                                     represents and warrants to the FinanceParties on the date of this Agreement that it has independently verified thestatus of each person which is a Lender on the date hereof and that each suchLender is a PMP; and

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

# 20.                                 **INFORMATION UNDERTAKINGS**

Theundertakings in this Clause 20 remain in force from the date of this Agreementfor so long as any amount is outstanding under the Finance Documents or anyCommitment is in force.

## 20.1                           **FinancialInformation**

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

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

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

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

(b)                                 (i)                                     as soon as the same are available (and in anyevent 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 itsinterim 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 endof each of the first three financial quarters of each of its financial years)its consolidated interim report and accounts for that financial quarter and itsinterim report and accounts for that financial quarter; and

(c)                                  together with the consolidated financialstatements specified in paragraphs (a) and (b) above, a certificate signed byone of its Executive Officers on its behalf certifying that no Default isoutstanding or, if a Default is outstanding, specifying the Default and thesteps, if any, being taken to remedy it and identifying each of its PrincipalSubsidiaries.

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## 20.2         **Basis of Preparation of FinancialStatements**

The Company shall procure that:

(a)                                  each set of its financial statements andthose of the Group are prepared using IFRS (in the case of annual financialstatements) or in a manner consistent with IFRS (in the case of other financialstatements, reports and accounts); and

(b)                                 each set of financial statements of any otherObligor are prepared in accordance with accounting principles and practicesgenerally accepted in the jurisdiction of its incorporation consistentlyapplied.

## 20.3         **Information - Miscellaneous**

The Company shall supply to the Facility Agent:

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

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

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

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

## 20.4         **Use of websites**

(a)                                  Except as provided below, the Company maydeliver any information under the Finance Documents (other than a UtilisationRequest) to a Lender by posting it on to an electronic website if:

(i)                                     the Facility Agent and the Company agree;

(ii)                                  the Company and the Facility Agent designatean electronic website for this purpose;

(iii)                               both the Company and the Facility Agent areaware of the address of and any relevant password for the website; and

(iv)                              the information posted is in a format agreedbetween the Company and the Facility Agent.

TheFacility Agent must supply each relevant Lender with the address of and anyrelevant password for the website.

(b)                                 Notwithstanding the above, the Company mustsupply to the Facility Agent in paper form a copy of any information posted onthe website together with sufficient copies for each Lender:

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(i)                                     if requested by the Facility Agent; and

(ii)                                  if required by any applicable governmentalrequirement,

ineach case within ten Business Days of receipt of such request.

(c)                                  The Company must promptly upon becoming awareof its occurrence, notify the Facility Agent if:

(i)                                     the website cannot be accessed;

(ii)                                  the website or any information on the websiteis infected by any electronic virus or similar software;

(iii)                               the relevant password for the website ischanged; or

(iv)                              any information to be supplied under thisAgreement is posted on the website or amended after being posted.

Ifthe circumstances in paragraphs (i) or (ii) above occur, the Company mustsupply any information required under this Agreement in paper form.

## 20.5         **Know your customer requirements**

(a)                                  Subject to paragraph (b) below, each Obligormust promptly on the request of any Finance Party supply to that Finance Partyany documentation or other evidence which is reasonably requested by thatFinance Party (whether for itself, on behalf of any Finance Party or anyprospective new Lender) to enable a Finance Party or prospective new Lender tocarry out and be satisfied with the results of all applicable know yourcustomer requirements.

(b)                                 An Obligor is only required to supply anyinformation under paragraph (a) above, if the necessary information is notalready available to the relevant Finance Party and the requirement arises as aresult of:

(i)                                       the introduction of any change in (or in theinterpretation, administration or application of) any law or regulation madeafter the date of this Agreement;

(ii)                                    any change in the status of an Obligor or thecomposition of the shareholders of an Obligor (other than a change in thecomposition of the shareholders of an Obligor which is listed on a public stockexchange to the extent such change does not constitute a change of “control”(as defined in Clause 8.2 (*MandatoryPrepayment on Change of Control*))) after the date of this Agreement;or

(iii)                                 a proposed assignment or transfer by theLender of any of its rights and/or obligations under this Agreement to a personthat (A) is not a Lender before that assignment or transfer and (B) is apermitted assignee or transferee under Clause 23.2 (*Conditions of assignment or transfer*).

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(c)                                  Each Lender must promptly on the request ofthe Facility Agent supply or procure the supply of to the Facility Agent anydocumentation or other evidence which is reasonably required by the FacilityAgent to carry out and be satisfied with the results of all know your customerrequirements or other checks on Lenders or prospective new Lenders pursuant tothe transactions contemplated in the Finance Documents.

(d)                                 The Company shall, by not less than 10Business Days’ prior written notice to the Facility Agent, notify the FacilityAgent (which shall promptly notify the other Finance Parties) of its intentionto request that one of its Subsidiaries becomes an Additional Obligor pursuantto Clause 24 (*Changes to the Obligors*).

(e)                                  Following the giving of any notice pursuantto paragraph (d) above, if the accession of such Additional Obligor obliges theFacility Agent or any other Finance Party to comply with know your customerrequirements or similar identification procedures in circumstances where thenecessary information is not already available to it, the Company shallpromptly upon the request of the Agent or any Lender supply, or procure thesupply of, such documentation and other evidence as is reasonably requested by theFacility Agent (for itself or on behalf of any other Finance Party) or anyFinance Party (for itself or on behalf of any other Finance Party or anyprospective new Lender) in order for the Facility Agent or such Finance Partyor any prospective new Lender to carry out and be satisfied it has compliedwith all necessary know your customer requirements or other checks in relationto any relevant person pursuant to the accession of such Subsidiary to thisAgreement as an Additional Obligor.

## 21.           **GENERAL UNDERTAKINGS**

Theundertakings in this Clause 21 will remain in force from the date of thisAgreement for so long as any amount is or may be outstanding under the FinanceDocuments or any Commitment is in force.

## 21.1         **Notification of Default**

TheCompany 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 termsof; and

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

anyAuthorisation required under any law or regulation to enable it to perform itsobligations under, or for the validity or enforceability of, any FinanceDocument.

## 21.3         **Pari passu ranking**

EachObligor shall procure that its obligations under the Finance Documents do andwill rank at least pari passu with all its other present and future unsecured,unsubordinated obligations,

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exceptfor obligations which from time to time are mandatorily preferred by lawapplying to companies generally.

## 21.4         **Negative pledge**

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

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

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

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

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

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

(B)                                the Security is not created in contemplationof 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 hasbeen increased, such Security shall not fall within this sub-paragraph (iii);

(iv)                              any Security arising pursuant to aCash-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 theassets of a Project Borrower created by such Project Borrower, provided thatthis paragraph (v) shall not permit any Security to be created by or subsistover all or any of the assets of the Company;

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

(vii)                           any netting or set-off arrangement enteredinto by any Group Company in connection with any Borrowing specified inparagraph (e) of the definition thereof, in connection with the netting oftransactions across a single master agreement (or any equivalent) and theclose-out or termination of any transaction thereunder, but excluding for theavoidance of doubt the granting of any collateral or credit or cash support inrelation thereto;

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

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

(B)                                to the extent that the principal amountsecured since the acquisition of that asset by a Group Company has beenincreased, such Security shall not fall within this sub-paragraph (viii);

(ix)                                any title transfer, conditional sale orretention of title arrangement entered into by any Group Company in the ordinarycourse of business;

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

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

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

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

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

(ii)                                  the amount of the aggregate Borrowingsfalling within Paragraph (l) of Clause 21.7 (*SubsidiaryBorrowings*),

asat the date of the Facility Agent’s request.

## 21.5         **Disposals**

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

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

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

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(ii)                                  a disposal of obsolete or waste assets;

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

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

(v)                                 any disposal or series of related disposalsby Group Companies realising net disposal proceeds of euro 50,000,000 orless or its equivalent in any other currency (**providedthat** the aggregate net disposal proceeds of all disposals permittedunder this paragraph (b)(v) shall not exceed euro 250,000,000);

(vi)                              payments of dividends;

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

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

## 21.6         **Merger**

TheCompany shall not enter into any statutory merger (*juridische fusie*) without the prior written consent of theMajority Lenders.

## 21.7         **Subsidiary Borrowings**

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

(a)                                  any Borrowings, **provided that** the Total Commitments are cancelled in an amount(net of taxes, fees, costs and expenses) equal to the principal amount of suchBorrowings promptly upon their incurrence and Advances thereupon are prepaid tothe extent that the Total Outstandings would otherwise exceed the TotalCommitments as reduced thereby);

(b)                                 Borrowings which constitute a ProjectBorrowing;

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

(d)                                 Borrowings owed by an Additional Guarantor;

(e)                                  Borrowings under this Agreement;

(f)                                    Borrowings owed to another Group Company;

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

(h)                                 Cash-backed Borrowings;

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

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

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

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

## 21.8         **Change of business**

TheCompany shall procure that no substantial change is made to the general natureof the business of the Group taken as a whole from that carried on at the dateof this Agreement.

## 21.9         **Ownership of each Additional Borrower**

TheCompany will procure that (for as long as it is a Borrower) each AdditionalBorrower remains its Subsidiary.

## 22.           **EVENTS OF DEFAULT**

## 22.1         **Events of Default**

Eachof the events set out in Clauses 22.2 (*Non-payment*)to 22.12 (*Repudiation*)(inclusive) is an Event of Default.

## 22.2         **Non-payment**

AnObligor does not pay on the due date any amount payable by it under the FinanceDocuments at the place at and in the currency in which it is expressed to bepayable and (if caused by technical or administrative error) the default is notremedied within 3 Business Days of notice to the Company by the Facility Agentadvising that the payment has not been made.

## 22.3         **Breach ofother obligations**

AnObligor does not comply with any provision of the Finance Documents (other thanthose 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 theFacility Agent gives notice to the Company requiring the same to be remedied.

## 22.4         **Misrepresentation**

Arepresentation, warranty or statement made or repeated by an Obligor in or inconnection with any Finance Document or in any document delivered by or onbehalf of an Obligor under or in connection with any Finance Document (otherthan 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 thisAgreement or under

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applicablelaw and without prejudice to any other Event of Default which may occur byreason 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 orrepeated otherwise by reason of a Lender not being a PMP) is incorrect in anymaterial respect when made or deemed to be made or repeated.

## 22.5         **Cross-acceleration**

(a)                                  Any Borrowings of any Obligor or PrincipalSubsidiary are not paid when due or within any applicable grace period providedin the documentation therefor; or

(b)                                 any Borrowings of any Obligor or PrincipalSubsidiary become prematurely due and payable as a result of an event ofdefault (howsoever described) under the document relating to those Borrowings,

exceptthat this Clause 22.5 shall not apply to Borrowings of the Obligors and thePrincipal Subsidiaries the principal or settlement amounts of which are inaggregate euro 50,000,000 or less.

## 22.6         **Insolvency**

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

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

(c)                                  Any Obligor or Principal Subsidiary by reasonof financial difficulties, begins negotiations with one or more of itscreditors with a view to the readjustment or rescheduling of any of itsindebtedness.

## 22.7         **Compositionsetc**

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

## 22..8        **Insolvencyproceedings**

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

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

(c)                                  an order is made by any competent court, aneffective resolution is passed, any Obligor or Principal Subsidiary applies, orany other person makes an uncontested

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application,for the dissolution, winding-up or liquidation of any Obligor orPrincipal Subsidiary (including “*ontbinding*”and “*vereffening*”) except for thepurposes of an amalgamation, merger or consolidation of any Obligor orPrincipal Subsidiary with any other legal entity upon terms and within suchperiod as may previously have been approved in writing by the Majority Lenders.

## 22.9         **Creditors’ process**

Anyattachment, sequestration, distress or execution affects the whole or asubstantial part of the assets of any Obligor or Principal Subsidiary and isnot discharged within 28 days.

## 22.10       **Analogousproceedings**

Thereoccurs, in relation to any Obligor or Principal Subsidiary incorporated outsideThe Netherlands, any event anywhere which, in the opinion of the MajorityLenders, appears to correspond with any of those mentioned in Clauses 22.6(*Insolvency*) to 22.9 (*Creditors’ process*) (inclusive).

## 22.11       **Unlawfulness**

Itis or becomes unlawful for any Obligor to perform any of its obligations underthe Finance Documents.

## 22.12       **Repudiation**

AnyObligor repudiates a Finance Document.

## 22.13       **Acceleration**

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

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

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

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

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

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**SECTION 9**

**CHANGES TOPARTIES**

## 23.           **CHANGES TO THE LENDERS**

## 23.1         **Assignments and transfers by theLenders**

Subjectto this Clause 23, a Lender (the “**ExistingLender**”) may:

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

(b)                                 transfer by novation all or part of itsrights and obligations,

toany bank or financial institution (the “**NewLender**”).

## 23.2         **Conditions of assignment ortransfer**

(a)           An assignment or transfer by a Lender which is also a Swingline Lenderof:

(i)                                     its Swingline Commitment shall only be madeif there is a simultaneous assignment or transfer of its Commitment in an equalamount; or

(ii)                                  part of its Commitment shall only beeffective if after such assignment or transfer such Lender’s SwinglineCommitment does not exceed its Commitment.

(b)           The consent of the Company is required for an assignment or transfer bya Lender, unless:

(i)                                     an Event of Default under Clause 22.2(Non-Payment) or Clauses 22.6 (Insolvency) to 22.10 (AnalogousProceedings) has occurred and is continuing; or

(ii)                                  the New Lender is:

(A)          another Lender; or

(B)           an Affiliate of a Lender and a Verifiable PMP.

(c)                                  The consent of the Company to an assignmentor transfer must not be unreasonably withheld or delayed.  The Company will be deemed to have given itsconsent 10 Business Days after the Lender has requested it unless consent isexpressly refused by the Company within that time.

(d)                                 The consent of the Company to an assignmentor transfer must not be withheld solely because the assignment or transfer mayresult in an increase to the Mandatory Cost.

(e)                                  The Facility Agent is not obliged to executea Transfer Certificate or otherwise give effect to an assignment or transferuntil it has completed all know your customer requirements to itssatisfaction.  The Facility Agent mustpromptly notify the Existing Lender and the New Lender if there are any suchrequirements.

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(f)                                    An assignment will only be effective on (i)the performance by the Facility Agent of all necessary know your customerrequirements or other similar checks under all applicable laws and regulationsin relation to such assignment to a New Lender, the completion of which theFacility Agent shall promptly notify to the Lender and the New Lender; and (ii)receipt by the Facility Agent and the Company of written confirmation from theNew Lender (in form and substance satisfactory to the Facility Agent) that theNew Lender will assume the same obligations to the other Finance Parties andthe Obligors as it would have been under if it was an Original Lender.

(g)                                 A transfer will only be effective if it iscarried out in accordance with the procedure set out in Clause 23.5 (*Procedure for transfer*).

(h)                                 If:

(i)                                     a Lender assigns or transfers any of itsrights or obligations under the Finance Documents or changes its FacilityOffice; and

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

thenthe New Lender or Lender acting through its new Facility Office is onlyentitled to receive payment under those Clauses to the same extent as theExisting Lender or Lender acting through its previous Facility Office wouldhave been if the assignment, transfer or change had not occurred.

(i)                                     For so long as it is a requirement of Dutchlaw that each Lender is a PMP any proposed New Lender shall provide the DutchBorrowers, through the Facility Agent, with information in respect of itselfwith a view to enabling the Dutch Borrowers to verify its PMP status at least10 Business Days prior to the proposed Transfer Date in relation to anyassignment or transfer pursuant to which it would become a New Lenderhereunder.

## 23.3         **Assignment or transfer fee**

TheNew Lender shall, on the date upon which an assignment or transfer takeseffect, pay to the Facility Agent (for its own account) a fee ofeuro 2,000.

## 23.4         **Limitation of responsibility ofExisting Lenders**

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

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

(ii)                                  the financial condition of any Obligor;

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

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(iv)                              the accuracy of any statements (whetherwritten or oral) made in or in connection with any Finance Document or anyother document,

andany representations or warranties implied by law are excluded.

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

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

(ii)                                  will continue to make its own independentappraisal of the creditworthiness of each Obligor and its related entitieswhilst any amount is or may be outstanding under the Finance Documents or anyCommitment is in force.

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

(i)                                     accept a re-transfer from a New Lender of anyof the rights and obligations assigned or transferred under this Clause 23; or

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

## 23.5         **Procedure for transfer**

(a)                                  Subject to the conditions set out in Clause23.2 (*Conditions of assignment or transfer*)a transfer is effected in accordance with paragraph (b) below when the FacilityAgent executes an otherwise duly completed Transfer Certificate delivered to itby the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable afterreceipt by it of a duly completed Transfer Certificate appearing on its face tocomply with the terms of this Agreement and delivered in accordance with theterms of this Agreement, execute that Transfer Certificate.

(b)                                 On the Transfer Date:

(i)                                     to the extent that in the TransferCertificate the Existing Lender seeks to transfer by novation its rights andobligations under the Finance Documents each of the Obligors and the ExistingLender shall be released from further obligations towards one another under theFinance Documents and their respective rights against one another shall becancelled (being the “**Discharged Rights andObligations**”);

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

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

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

## 23.6         **Confidentiality**

EachFinance Party hereby severally undertakes to each Obligor that it will keepconfidential and that it will not make use of for any purposes (otherwise thanfor the purposes of the Finance Documents), any of the Finance Documents orother documents relating to this Agreement and all of the information acquiredby such Finance Party under or in connection with any Finance Document, otherthan any such document or information which has become generally available tothe public otherwise than by disclosure by any Finance Party, **provided that** each Finance Party shall beentitled to make disclosure of the same:

(a)                                  to its auditors, accountants, legal counseland tax advisers, to any other professional advisers appointed to act inconnection with the Finance Documents or to its Affiliates **provided that** such information is disclosedonly to such person if and to the extent necessary for his activities and eachsuch person will be informed of the confidential nature of the information andthe provisions of this Agreement;

(b)                                 (whether or not the relevant assignment,transfer, substitution, sub-participation or other arrangement is made)to any proposed assignee, transferee or substitute of, or proposed party to anyproposed sub-participation (or party to any actual sub-participation)or other arrangement with, any Lender permitted pursuant to this Agreement, **provided that** before any such disclosure(except with respect to the disclosure of this Clause 24.6 (*Confidentiality*), such assignee,transferee, substitute or other party expressly undertakes to the FacilityAgent and the Company in writing to be bound by this Clause 23.6 (*Confidentiality*) irrespective of whethersuch assignment, transfer, substitution or other arrangement shall proceed;

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

(d)                                 to any banking or other regulatory orexamining authorities (whether governmental or otherwise) where such disclosureis formally requested by them and with whose requests that Finance Party has tocomply (or with whose requests banks in the relevant jurisdiction areaccustomed to complying);

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

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

(g)                                 to any Group Company.

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## 24.           **CHANGES TO THE OBLIGORS**

## 24.1         **Assignmentsand transfer by Obligors**

NoObligor may assign any of its rights or transfer any of its rights orobligations under the Finance Documents.

## 24.2         **AdditionalBorrowers**

(a)                                  Subject to compliance with the provisions ofparagraphs (d) and (e) of Clause 20.5 (*Knowyour customer requirements*) the Company may request that any of itsSubsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if:

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

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

(iii)                               the Company confirms that no Default iscontinuing or would occur as a result of that Subsidiary becoming an AdditionalBorrower; and

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

(b)                                 If the accession of an Additional Borrowerrequires any Finance Party to carry out know your customer requirements incircumstances where the necessary information is not already available to it,the Company must promptly on request by any Finance Party supply to thatFinance Party any documentation or other evidence which is reasonably requestedby that Finance Party (whether for itself, on behalf of any Finance Party orany prospective new Lender) to enable a Finance Party or prospective new Lenderto carry out and be satisfied with the results of all applicable know yourcustomer requirements.

(c)                                  The Facility Agent shall notify the Companyand the Lenders promptly upon being satisfied that it has received (in form andsubstance satisfactory to it) all the documents and other evidence listed inPart II of Schedule 2 (*Conditions Precedent*).

## 24.3         **Resignationof a Borrower**

TheCompany may request that a Borrower (other than the Company) in respect ofwhich no Advance is outstanding hereunder (including any other amounts inrelation thereto) ceases to be a Borrower by entering into a supplementalagreement to this Agreement in such form as the Facility Agent may reasonablyrequire which shall discharge that Borrower’s obligations hereunder.

## 24.4         **AdditionalGuarantors**

(a)                                  Subject to compliance with the provisions ofparagraphs (d) and (e) of Clause 20.5 (*Knowyour customer requirements*) the Company may request that any of its

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Subsidiariesbecomes an Additional Guarantor.  ThatSubsidiary shall become an Additional Guarantor if:

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

(ii)                                  the Facility Agent has received all of thedocuments and other evidence listed in Part II of Schedule 2 (*Conditions Precedent*) in relation to thatAdditional Guarantor, each in form and substance satisfactory to the FacilityAgent.

(b)                                 If the accession of an Additional Guarantorrequires any Finance Party to carry out know your customer requirements incircumstances where the necessary information is not already available to it,the Company must promptly on request by any Finance Party supply to thatFinance Party any documentation or other evidence which is reasonably requestedby that Finance Party (whether for itself, on behalf of any Finance Party orany prospective new Lender) to enable a Finance Party or prospective new Lenderto carry out and be satisfied with the results of all applicable know yourcustomer requirements.

(c)                                  The Facility Agent shall notify the Companyand the Lenders promptly upon being satisfied that it has received (in form andsubstance satisfactory to it) all the documents and other evidence listed inPart II of Schedule 2 (*Conditions Precedent*)

## 24.5         **Repetitionof Representations**

Deliveryof an Accession Letter constitutes confirmation by the relevant Subsidiary thatthe representations to be made by that Subsidiary in accordance with Clause19.11 (*Times for making representations andwarranties*) are true and correct in relation to it as at the date ofdelivery as if made by reference to the facts and circumstances then existing.

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**SECTION 10**

**THE FINANCEPARTIES**

# 25.           **ROLE OF THE AGENTS AND THEMANDATED LEAD ARRANGERS**

# 25.1         **Appointmentof the Facility Agent**

(a)                                  Each of the Mandated Lead Arrangers and theLenders appoints each Agent to act as its agent under and in connection withthe Finance Documents.

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

(c)                                  Unless the Company agrees otherwise, the EuroSwingline Agent shall act out of an office in the European Union and the DollarSwingline Agent shall act out of an office in a member state of the UnitedStates of America.

# 25.2         **Dutiesof the Agents**

(a)                                  Each Agent shall promptly forward to a Partythe original or a copy of any document which is delivered to that Agent forthat Party by any other Party.

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

(c)                                  The Facility Agent shall promptly notify theLenders of any Default arising under Clause 22.2 (*Non-payment*).

(d)                                 Each Agent’s duties under the FinanceDocuments are solely mechanical and administrative in nature.

# 25.3         **Roleof the Mandated Lead Arrangers**

Exceptas specifically provided in the Finance Documents, the Mandated Lead Arrangershave no obligations of any kind to any other Party under or in connection withany Finance Document.

# 25.4         **Nofiduciary duties**

(a)                                  Nothing in this Agreement constitutes anAgent or a Mandated Lead Arranger as a trustee or fiduciary of any otherperson.

(b)                                 No Agent nor any Mandated Lead Arranger shallbe bound to account to any Lender for any sum or the profit element of any sumreceived by it for its own account.

# 25.5         **Businesswith the Group**

EachAgent and each Mandated Lead Arranger may accept deposits from, lend money toand generally engage in any kind of banking or other business with any GroupCompany.

# 25.6         **Rightsand discretions of the Agents**

(a)                                  Each Agent may rely on:

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

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

(b)                                 Each Agent may assume (unless it has receivednotice to the contrary in its capacity as agent for the Lenders) that:

(i)                                     no Default has occurred (unless it has actualknowledge of a Default arising under Clause 22.2 (*Non-payment*));

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

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

(c)                                  Each Agent may engage, pay for and rely onthe advice or services of any lawyers, accountants, surveyors or other experts.

(d)                                 Each Agent may act in relation to the FinanceDocuments through its personnel and agents.

# 25.7         **MajorityLenders’ instructions**

(a)                                  Unless a contrary indication appears in aFinance Document, each Agent shall (a) act in accordance with any instructionsgiven to it by the Majority Lenders (or, if so instructed by the MajorityLenders, refrain from acting or exercising any right, power, authority ordiscretion vested in it as Agent) and (b) not be liable for any act (oromission) if it acts (or refrains from taking any action) in accordance withsuch an instruction of the Majority Lenders.

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

(c)                                  Each Agent may refrain from acting inaccordance with the instructions of the Majority Lenders (or, if appropriate,the Lenders) until it has received such security as it may require for anycost, loss or liability (together with any associated VAT) which it may incurin complying with the instructions.

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

(e)                                  No Agent is authorised to act on behalf of aLender (without first obtaining that Lender’s prior written consent) in anylegal or arbitration proceedings relating to any Finance Document.

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## 25.8         **Responsibilityfor documentation**

No Agent nor any Mandated Lead Arranger:

(a)                                  is responsible for the adequacy, accuracyand/or completeness of any information (whether oral or written) supplied by anAgent, a Mandated Lead Arranger, an Obligor or any other person given in or inconnection with any Finance Document or any information delivered to an Agentor any Mandated Lead Arranger; or

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

## 25.9         **Exclusionof liability**

(a)                                  Without limiting paragraph (b) below, noAgent will be liable for any action taken by it under or in connection with anyFinance Document, unless directly caused by its gross negligence or wilfulmisconduct.

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

(c)                                  No Agent will be liable for any delay (or anyrelated consequences) in crediting an account with an amount required under theFinance Documents to be paid by such Agent if that Agent has taken allnecessary steps as soon as reasonably practicable to comply with theregulations or operating procedures of any recognised clearing or settlementsystem used by such Agent for that purpose.

(d)                                 Nothing in this Agreement will oblige anyAgent to satisfy any know your customer requirement in relation to the identityof any person on behalf of any Finance Party.

(e)                                  Each Finance Party confirms to each Agentthat it is solely responsible for any know your customer requirements it isrequired to carry out and that it may not rely on any statement in relation tothose requirements made by any other person.

## 25.10       **Lenders’indemnity to the Agents**

TheLenders shall (in proportion to their Commitments or, if the Total Commitmentsare then zero, to their Commitments immediately prior to their reduction tozero) severally indemnify each Agent, within three Business Days of demand,against any cost, loss or liability incurred by such Agent (otherwise than byreason of such Agent’s negligence or wilful misconduct) in acting as Agentunder the Finance Documents (unless such Agent has been reimbursed by anObligor pursuant to a Finance Document).

## 25.11       **Resignationof an Agent**

(a)                                  An Agent may resign and appoint one of itsAffiliates as successor by giving notice to the Lenders and the Company **provided that** any successor to the EuroSwingline Agent shall act out of an office in a member state of the EuropeanUnion

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whosecurrency is the euro or London, England and that any successor to the DollarSwingline Agent shall act out of an office in New York.

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

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

(d)                                 A successor Agent may only be appointed withthe approval of the Company (such approval not to be unreasonably withheld ordelayed).

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

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

(g)                                 Upon the appointment of a successor, theretiring Agent shall be discharged from any further obligation in respect ofthe Finance Documents but shall remain entitled to the benefit of this Clause25.  Its successor and each of the otherParties shall have the same rights and obligations amongst themselves as theywould have had if such successor had been an original Party.

(h)                                 After consultation with the Company, theMajority Lenders may, by notice to an Agent, require it to resign in accordancewith 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 shallbe treated as a separate entity from any other of its divisions or departments.

(b)                                 If information is received by anotherdivision or department of an Agent, it may be treated as confidential to thatdivision or department and such Agent shall not be deemed to have notice of it.

(c)                                  Notwithstanding any other provision of anyFinance Document to the contrary, no Agent nor any Mandated Lead Arranger isobliged to disclose to any other person (i) any confidential information or (ii)any other information if the disclosure would or might in its reasonableopinion constitute a breach of any law or a breach of a fiduciary duty.

## 25.13       **Relationshipwith the Lenders**

(a)                                  Each Agent may treat each Lender as a Lender,entitled to payments under this Agreement and acting through its FacilityOffice unless it has received not less than

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5Business Days prior notice from that Lender to the contrary in accordance withthe terms of this Agreement.

(b)                                 Each Lender shall supply each Agent with any informationrequired by such Agent in order to calculate the Mandatory Cost in accordancewith Schedule 6 (*Mandatory Cost Formulae*).

## 25.14       **Creditappraisal by the Lenders**

Withoutaffecting the responsibility of any Obligor for information supplied by it oron its behalf in connection with any Finance Document, each Lender confirms toeach Agent and each Mandated Lead Arranger that it has been, and will continueto be, solely responsible for making its own independent appraisal andinvestigation of all risks arising under or in connection with any FinanceDocument including but not limited to:

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

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

(c)                                  whether that Lender has recourse, and thenature and extent of that recourse, against any Party or any of its respectiveassets under or in connection with any Finance Document, the transactionscontemplated by the Finance Documents or any other agreement, arrangement ordocument entered into, made or executed in anticipation of, under or inconnection with any Finance Document; and

(d)                                 the adequacy, accuracy and/or completeness ofany information provided by an Agent, any other Party or by any other personunder or in connection with any Finance Document, the transactions contemplatedby the Finance Documents or any other agreement, arrangement or documententered into, made or executed in anticipation of, under or in connection withany Finance Document.

## 25.15       **ReferenceBanks**

Ifa Reference Bank (or, if a Reference Bank is not a Lender, the Lender of whichit is an Affiliate) ceases to be a Lender, the Facility Agent shall with theconsent of the Company appoint another Lender or an Affiliate of a Lender toreplace that Reference Bank.

# 26.           **CONDUCT OF BUSINESS BY THEFINANCE PARTIES**

No provision of this Agreement will:

(a)                                  interfere with the right of any Finance Partyto arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)                                 oblige any Finance Party to investigate orclaim any credit, relief, remission or repayment available to it or the extent,order and manner of any claim; or

(c)                                  oblige any Finance Party to disclose anyinformation relating to its affairs (tax or otherwise) or any computations inrespect of Tax.

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# 27.           **SHARING AMONG THE LENDERS**

## 27.1         **Paymentsto Lenders**

Ifa Lender (a “**Recovering Lender**”)receives or recovers any amount from a Borrower other than in accordance withClause 28 (*Payment mechanics*) andapplies that amount to a payment due under the Finance Documents then:

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

(b)                                 the Facility Agent shall determine whetherthe receipt or recovery is in excess of the amount the Recovering Lender wouldhave been paid had the receipt or recovery been received or made by theFacility Agent and distributed in accordance with Clause 28 (*Payment mechanics*), without taking accountof any Tax which would be imposed on the Facility Agent in relation to thereceipt, recovery or distribution; and

(c)                                  the Recovering Lender shall, within threeBusiness Days of demand by the Facility Agent, pay to the Facility Agent anamount (the “**Sharing Payment**”)equal to such receipt or recovery less any amount which the Facility Agentdetermines may be retained by the Recovering Lender as its share of any paymentto be made, in accordance with Clause 28.5 (*Partialpayments*).

## 27.2         **Redistributionof payments**

TheFacility Agent shall treat the Sharing Payment as if it had been paid by aBorrower and distribute it between the Finance Parties (other than theRecovering Lender) in accordance with Clause 28.5 (*Partial payments*).

## 27.3         **RecoveringLender’s rights**

(a)                                  On a distribution by the Facility Agent underClause 27.2 (*Redistribution of payments*),the Recovering Lender will be subrogated to the rights of the Finance Partieswhich have shared in the redistribution.

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

## 27.4         **Reversalof redistribution**

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

(a)                                  each Lender which has received a share of therelevant Sharing Payment pursuant to Clause 27.2 (*Redistribution of payments*) shall, upon request of theFacility Agent, pay to the Facility Agent for the account of that RecoveringLender an amount equal to its share of the Sharing Payment (together with an amount as is necessary to reimbursethat Recovering Lender for its proportion of any interest on the SharingPayment which that Recovering Lender is required to pay); and

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

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## 27.5         **Exceptions**

(a)                                  This Clause 27 shall not apply to the extentthat the Recovering Lender would not, after making any payment pursuant to thisClause, have a valid and enforceable claim against the relevant Obligor.

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

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

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

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**SECTION 11**

**ADMINISTRATION**

# 28.           **PAYMENT MECHANICS**

## 28.1         **Paymentsto the Agents**

(a)                                  For the purpose of this Clause 28 a referenceto the “**Relevant Agent**” means:

(i)                                     in relation to payments under the SwinglineFacility, (in relation to Euro Swingline Advances) the Euro Swingline Agent and(in relation to Dollar Swingline Advances) the Dollar Swingline Agent; and

(ii)                                  for all other payments, the Facility Agent.

(b)                                 On each date on which an Obligor or a Lenderis required to make a payment under a Finance Document, that Obligor or, as thecase may be, such Lender shall make the same available to the Relevant Agent(unless a contrary indication appears in a Finance Document) for value on thedue date at the time and in such funds specified by the Relevant Agent as beingcustomary at the time for settlement of transactions in the relevant currencyin the place of payment.

(c)                                  Payment shall be made to such account in theprincipal financial centre of the country of that currency (or, in relation toeuro, in a principal financial centre in a Participating Member State orLondon) with such bank as the Relevant Agent specifies.

## 28.2         **Distributionsby the Agents**

Eachpayment received by an Agent under the Finance Documents for another Partyshall, subject to Clause 28.3 (*Distributionsto an Obligor*) and Clause 28.4 (*Clawback*)be made available by such Agent as soon as practicable after receipt to theParty entitled to receive payment in accordance with this Agreement (in thecase of a Lender, for the account of its Facility Office), to such account asthat Party may notify to such Agent by not less than 5 Business Days’ noticewith 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 ParticipatingMember State or London).

## 28.3         **Distributionsto an Obligor**

AnAgent may (with the consent of the relevant Obligor or in accordance with Clause29 (*Set-off*)) apply any amountreceived by it for that Obligor in or towards payment (on the date and in thecurrency and funds of receipt) of any amount due from that Obligor under theFinance Documents or in or towards purchase of any amount of any currency to beso applied.

## 28.4         **Clawback**

(a)                                  Where a sum is to be paid to an Agent underthe Finance Documents for another Party, such Agent is not obliged to pay thatsum to that other Party (or to enter into or perform any related exchangecontract) until it has been able to establish to its absolute satisfaction thatit has actually received that sum.

(b)                                 If an Agent pays an amount to another Partyand it proves to be the case that such Agent had not actually received thatamount, then the Party to whom that amount (or

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theproceeds of any related exchange contract) was paid by such Agent shall ondemand refund the same to such Agent together with interest on that amount fromthe date of payment to the date of receipt by such Agent, calculated by suchAgent to reflect its cost of funds.

## 28.5         **Partialpayments**

(a)                                  If an Agent receives a payment that isinsufficient to discharge all the amounts then due and payable by any Obligorunder the Finance Documents, such Agent shall apply that payment towards theobligations of the relevant Obligor under the Finance Documents in thefollowing order:

(i)                                     **first**, in or towards payment pro rata of anyunpaid fees, costs and expenses of the Agents and the Mandated Lead Arrangersunder the Finance Documents;

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

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

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

(b)                                 Such Agent shall, if so directed by theMajority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c)                                  Paragraphs (a) and (b) above will overrideany appropriation made by an Obligor.

## 28.6         **Noset-off by Obligor**

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

## 28.7         **BusinessDays**

(a)                                  Any payment which is due to be made on a daythat is not a Business Day shall be made on the next Business Day in the samecalendar month (if there is one) or the preceding Business Day (if there isnot).

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

## 28.8         **Currencyof account**

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

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

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(c)                                  Each payment of interest shall be made in thecurrency in which the sum in respect of which the interest is payable wasdenominated when that interest accrued.

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

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

## 28.9         **Change ofcurrency**

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

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

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

(b)                                 If a change in any currency of a countryoccurs, this Agreement will, to the extent the Facility Agent (actingreasonably and after consultation with the Company) specifies to be necessary,be amended to comply with any generally accepted conventions and marketpractice in the European Interbank Market and otherwise to reflect the changein currency.

# 29.           **SET-OFF**

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

# 30.           **NOTICES**

## 30.1         **Communicationsin writing**

Anycommunication to be made under or in connection with the Finance Documentsshall be made in writing and, unless otherwise stated, may be made by fax or letteror, except in the case of a Utilisation Request, to the extent that therelevant Party has specified such address pursuant to Clause 30.2 (*Addresses*) by e-mail, and in the case ofthe notification of rates of interest by the Facility Agent pursuant to Clause9.4 (*Notification of Rates of Interest*)and in the case of the delivery of any document by the Facility Agent pursuantto paragraph (a) of Clause 25.2 (*Duties ofthe Facility Agent*), the Facility Agent may refer the relevant Partyor

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Parties(by fax or letter (or if so specified) e-mail) to a web site and to thelocation of the relevant information on such web site in discharge or suchnotification or delivery obligation.

## 30.2         **Addresses**

(a)                                  The address and fax number, and (if sospecified) e-mail address, and, where appropriate, web site (and the departmentor officer, if any, for whose attention the communication is to be made) ofeach Party for any communication or document to be made or delivered under orin connection with the Finance Documents is:

(i)                                     in the case of the Company, that identifiedin Clause 30.2(b);

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

(iii)                               in the case of each Agent, that identified inClause 30.2(b),

orany substitute address, fax number, e-mail address, web site or department orofficer as the Party may notify to the Facility Agent (or the Facility Agentmay notify to the other Parties, if a change is made by the Facility Agent) bynot less than 5 Business Days’ prior written notice.

(b)                                 For the purposes of Clause 30.2(a), therelevant details are as follows:

(i)                                     the Company:

Koninklijke KPN N.V.

Maanplein 55

2516 CK ‘s-Gravenhage

The Netherlands

Attn:            C J Boogaerdt

Tel:               +31 70 446 0259

Fax:              + 31 70 446 4302

(ii)                                  the Facility Agent:

ABN AMRO Bank N.V.250 Bishopsgate

London EC2M 4AA

United Kingdom

ForCredit matters:

Attn:            Tracey Vollenhoven

Tel:              + 44 20 7678 5228

Fax:              + 44 20 7678 8727

e-mail:          tracey.vollenhoven@uk.abnamro.com

For Administrative matters:

Attn:            Gina Thomas

Tel:              + 44 20 7678 5054

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Fax:              + 44 20 7678 6021

e-mail:                             gina.thomas@uk.abnamro.com

(iii)                               the Euro Swingline Agent:

ABN AMRO Bank N.V.

250 Bishopsgate

London  EC2M 4AA

United Kingdom

Attn:            Gina Thomas

Tel:              + 44 20 7678 5054

Fax:              + 44 20 7678 6021

e-mail:                             gina.thomas@uk.abnamro.com

(iv)                              the Dollar Swingline Agent:

ABN AMRO Bank N.V.

Commercial Lendings Services

540 West Madison St., Suite 2100

Chicago, IL 60661

U.S.A.

Attn:            Julia Rollins / Carol Floyd

Tel:              +1 312 992-5180

Fax:              +1 312 601-3611

e-mail:          Julia.rollins@us.abnamro.com

## 30.3         **Delivery**

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

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

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

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

and,if a particular department or officer is specified as part of its addressdetails provided under Clause 30.2 (*Addresses*),if addressed to that department or officer.

(b)                                 Any communication or document to be made ordelivered to an Agent will be effective only when actually received by suchAgent and then only if it is expressly marked for the attention of thedepartment or officer identified in Clause 30.2 (or any substitute departmentor officer as that Agent shall specify for this purpose).

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(c)                                  All notices from or to an Obligor shall besent through the Facility Agent or, as the case may be, the relevant SwinglineAgent.

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

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

## 30.4         **Notificationof address and fax number**

Promptlyupon receipt of notification of an address, fax number, e-mail or change ofaddress, e-mail or fax number pursuant to Clause 30.2 (*Addresses*) or changing its own address orfax number, the Facility Agent shall notify the other Parties.

## 30.5         **Englishlanguage**

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

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

(i)                                     in English; or

(ii)                                  if not in English, and if so required by theFacility Agent, accompanied by a certified English translation and, in thiscase, the English translation will prevail unless the document is aconstitutional, statutory or other official document.

# 31.           **CALCULATIONS AND CERTIFICATES**

## 31.1         **Accounts**

Inany litigation or arbitration proceedings arising out of or in connection witha Finance Document, the entries made in the accounts maintained by a FinanceParty are *prima facie* evidence ofthe matters to which they relate.

## 31.2         **Certificatesand Determinations**

Anycertification or determination by a Finance Party of a rate or amount under anyFinance Document is, in the absence of manifest error, *prima facie*evidence of the matters towhich it relates.

## 31.3         **Day countconvention**

Anyinterest, commission or fee accruing under a Finance Document will accrue fromday to day and is calculated on the basis of the actual number of days elapsedand a year of 360 days or, in any case where the practice in the RelevantInterbank 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 provisionsnor the legality, validity or enforceability of such provision under the law ofany other jurisdiction will in any way be affected or impaired.

# 33.           **REMEDIES AND WAIVERS**

Nofailure to exercise, nor any delay in exercising, on the part of any FinanceParty, any right or remedy under the Finance Documents shall operate as awaiver, nor shall any single or partial exercise of any right or remedy preventany further or other exercise or the exercise of any other right orremedy.  The rights and remedies providedin this Agreement are cumulative and not exclusive of any rights or remediesprovided by law.

# 34.           **AMENDMENTS AND WAIVERS**

## 34.1         **Requiredconsents**

(a)                                  Subject to Clause 34.2 (*Exceptions*) any term of the FinanceDocuments may be amended or waived only with the consent of the MajorityLenders and the Obligors and any such amendment or waiver will be binding onall Parties.

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

## 34.2         **Exceptions**

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

(i)                                     the definition of “Majority Lenders” inClause 1.1 (*Definitions*);

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

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

(iv)                              an increase in or extension in duration of aCommitment;

(v)                                 a change to the Borrowers or Guarantors otherthan in accordance with Clause 24 (*Changesto Obligors*);

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

(vii)                           Clause 2.2 (*Lenders’rights and obligations*), Clause 18 (*Guaranteeand Indemnity*), Clause 23 (*Changesto the Lenders*), Clause 27 (*SharingAmong the Lenders*) or this Clause 34,

shallnot be made without the prior consent of all the Lenders.

(b)                                 An amendment or waiver which relates to therights or obligations of any Agent or Mandated Lead Arranger may not beeffected without the consent of such Agent or Mandated Lead Arranger.

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# 35.           **COUNTERPARTS**

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

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**SECTION 12**

**GOVERNINGLAW AND ENFORCEMENT**

# 36.                                 **GOVERNING LAW**

This Agreement is governed by English law.

# 37.                                 **ENFORCEMENT**

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

(b)                                 **Service of Process**

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

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

(ii)                                  agrees that failure by a process agent tonotify the relevant Obligor of the process will not invalidate the proceedingsconcerned.

**ThisAgreement has been entered into on the date stated at the beginning of thisAgreement.**

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**SCHEDULE 1****THE LENDERS**

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

 

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**Part 2**

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

 

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**SCHEDULE 2****CONDITIONS PRECEDENT**

**Part 1Conditions Precedent**

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

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

3.                                       (a)                                  A copy of a resolution of the board ofmanagement of the Company:

(i)                                     approving the terms of, and the transactionscontemplated by, the Finance Documents to which it is a party and resolvingthat it execute the Finance Documents to which it is a party;

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

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

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

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

(c)                                  a certificate of the Company (signed by adirector (*statutair directeur*) ofthe Company) certifying that each copy document specified in Part 1 of thisSchedule 2 is correct, complete and in full force and effect as at a dateno earlier than the date of this Agreement.

4.                                       A certificate of the Company (signed by adirector (*statutair directeur*) ofthe Company) confirming that borrowing and guaranteeing all or any part of theTotal Commitments would not cause any borrowing, guaranteeing or similar limitbinding on any Obligor to be exceeded.

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

6.                                       Evidence that the process agent referred toin Clause 37(b) (*Service of process*)has accepted its appointment.

7.                                       A copy of any other Authorisation or otherdocument, opinion or assurance which the Facility Agent considers to benecessary or desirable (if it has notified the Company accordingly) in

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connection with the entry into and performance of the transactionscontemplated by any Finance Document or for the validity and enforceability ofany Finance Document.

8.                                       Evidence satisfactory to the Facility Agentthat the Original Facility Agreement has been prepaid and cancelled in full onor prior to the date hereof.

9.                                       A copy of a resolution by the supervisoryboard of the Company confirming the approval of the entering into, executionand performance of this Agreement.

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**Part 2**

**Conditions precedent required to be delivered by anAdditional Obligor**

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

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

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

(i)                                     approving the terms of, and the transactionscontemplated by, the Accession Letter and the Finance Documents and resolvingthat it execute the Accession Letter;

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

(iii)                               authorising a specified person or persons, on its behalf, to signand/or despatch all other documents and notices (including, in relation to anAdditional Borrower, Utilisation Requests) to be signed and/or despatched by itunder or in connection with the Finance Documents.

4.                                       A certificate of a director of the AdditionalObligor confirming that the borrowing or guaranteeing, as appropriate, of theTotal Commitments in full would not cause any borrowing guaranteeing or similarlimit binding on it to be exceeded.

5.                                       A copy of any other authorisation or otherdocument, 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 validityand enforceability of any Finance Document.

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

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

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

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

10.                                 If the Additional Obligor is incorporated ina jurisdiction other than England and Wales, a legal opinion of the legaladvisers to the Mandated Lead Arrangers and the Facility Agent in thejurisdiction in which the Additional Obligor is incorporated and addressed tothe Finance Parties.

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11.                                 If the proposed Additional Obligor isincorporated in a jurisdiction other than England and Wales, evidence that theprocess agent specified in Clause 37(b) (*Serviceof process*) has accepted its appointment in relation to the proposedAdditional Obligor.

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

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**SCHEDULE 3****UTILISATION REQUEST**

From:                                                                  [*Borrower*]

To:                                                                              [*FacilityAgent*]

Dated:

Dear Sirs

**KoninklijkeKPN N.V. – euro 1,500,000,000 Credit Agreementdated 16 August 2006 (the “Credit Agreement”)**

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

2.                                       We wish to borrow an [Advance/SwinglineAdvance] on the following terms:
| Proposed Utilisation Date: |   | [       ] |
|----------------------------|--------|----------------------------------------------|
| Currency of  Advance:      |   | [       ] |
| Amount:                    |   | [       ] |
| Interest Period:           |   | [       ] |

 

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

4.                                       The proceeds of this Advance should becredited to [*account*].

5.                                       This Utilisation Request is irrevocable.
| Yours faithfully                             |
|----------------------------------------------|
|                                         |
|                                         |   |   |
| authorised signatory for                     |
| [Koninklijke KPN N.V.]/[Additional Borrower] |

 

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**SCHEDULE 4****FORM OF TRANSFER CERTIFICATE**

To:                                                                              [       ]as Facility Agent

From:                                                                  [*TheExisting Lender*] (the “**ExistingLender**”) and [*The New Lender*](the “**New Lender**”)

Dated:

**KoninklijkeKPN N.V. – euro 1,500,000,000 Credit Agreementdated 16 August  2006 (the “CreditAgreement”)**

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

2.                                       We refer to Clause 23.5 (*Procedure for transfer*) of the CreditAgreement:

(a)                                  The Existing Lender and the New Lender agreeto the Existing Lender and the New Lender transferring by novation all or partof the Existing Lender’s Commitment, rights and obligations referred to in theSchedule in accordance with Clause 23.5 (*Procedurefor transfer*).

(b)                                 The proposed Transfer Date is[            ].

(c)                                  The Facility Office and address, fax numberand attention details for notices of the New Lender for the purposes of Clause30.2 (*Addresses*) are set out inthe Schedule.

3.                                       The New Lender expressly acknowledges thelimitations on the Existing Lender’s obligations set out in paragraph (c) ofClause 23.4 (*Limitation of responsibility ofExisting Lenders*).

4.                                       The New Lender confirms on the date on whichit becomes a party to the Agreement that it is a PMP.(1)

5.                                       This Transfer Certificate is governed byEnglish law.

**THESCHEDULE**

**Commitment/rightsand obligations to be transferred**

[*insert relevant details*][*Facility Office address, fax number andattention details for notices and account details for payments,*]
| [Existing Lender] | [New Lender] |
|-------------------|--------------|
|              |         |
| By:               | By:          |

 

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(1) Only include as longas it is a requirement of Dutch law that the New Lender is a PMP.

 

 

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

[Facility Agent]

By:

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**SCHEDULE 5****TIMETABLES**
| ** **                                                                                                                                                                                 | ** ** | **Advances in euro**                                                               | ** ** | **Advances in  sterling and  dollars**                                             | ** ** | **Advances in  other currencies**                                                  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------|
|                                                                                                                                                                                       |       |                                                                               |       |                                                                               |       |                                                                               |
| Delivery of a duly completed Utilisation Request  (Clause 5.1 (*Delivery of a Utilisation  Request*))                                                                                      |       | 4.30p.m. London time, 3 Business Days prior to  the proposed Utilisation Date |       | 4.30p.m. London time, 3 Business Days prior to  the proposed Utilisation Date |       | 4.30p.m. London time, 3 Business Days prior to the  proposed Utilisation Date      |
|                                                                                                                                                                                       |       |                                                                               |       |                                                                               |       |                                                                               |
| Facility Agent determines (in relation to a  Utilisation) the Base Currency Amount of the Advance, if required under  Clause 5.4 (*Lenders’ participation*)                           |       | N/A                                                                                |       | 4.30p.m. London time, 3 Business Days prior to  the proposed Utilisation Date |       | 4.30p.m. London time, 3 Business Days prior to  the proposed Utilisation Date |
|                                                                                                                                                                                       |       |                                                                               |       |                                                                               |       |                                                                               |
| Facility Agent notifies the Lenders of the Advance  in accordance with Clause 5.4 (*Lenders’  participation*)                                                                         |       | Promptly upon receipt from the Borrower                                            |       | Promptly upon receipt from the Borrower                                            |       | Promptly upon receipt from the Borrower                                            |
|                                                                                                                                                                                       |       |                                                                               |       |                                                                               |       |                                                                               |
| Delivery of a duly completed Utilisation Request  (Clause 5.5 (*Delivery of a Utilisation  Request for a Swingline Advance*))                                                              |       | Prior to 10.30 a.m. Brussels time on the proposed  Utilisation Date                |       | Prior to 11.00 a.m. New York time on the proposed  Utilisation Date                |       | N/A                                                                                |
|                                                                                                                                                                                       |       |                                                                               |       |                                                                               |       |                                                                               |
| Swingline Agent notifies each Swingline Lender of  the amount, currency and the Base Currency Amount of each Swingline Advance  (Clause 5.8(c) (*Swingline Lenders’  Participation*)) |       | Promptly upon receipt from the Borrower                                            |       | Promptly upon receipt from the Borrower                                            |       | N/A                                                                                |
|                                                                                                                                                                                       |       |                                                                               |       |                                                                               |       |                                                                               |
| Facility Agent receives a notification from a Lender  under Clause 6.2 (*Unavailability of a currency*)                                                                                    |       | N/A                                                                                |       | N/A                                                                                |       | Quotation Day as of 9 a.m. London time                                             |
|                                                                                                                                                                                       |       |                                                                               |       |                                                                               |       |                                                                               |
| Facility Agent gives notice in accordance with  Clause 6.2 (*Unavailability of a currency*)                                                                                                |       | N/A                                                                                |       | N/A                                                                                |       | Upon receipt of notification from the Lenders                                      |
|                                                                                                                                                                                       |       |                                                                               |       |                                                                               |       |                                                                               |
| LIBOR or EURIBOR is fixed                                                                                                                                                                  |       | Quotation Day as of 10 a.m. London time in respect  of EURIBOR                     |       | Quotation Day as of 11 a.m. London time                                            |       | Quotation Day as of 11 a.m. London time                                            |

 

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**SCHEDULE 6****MANDATORY COST FORMULAE**

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

2.                                       On the first day of each Interest Period (oras soon as possible thereafter) the Facility Agent shall calculate, as apercentage rate, a rate (the****“**Additional Cost Rate**”) for each Lender, inaccordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted averageof the Lenders’ Additional Cost Rates (weighted in proportion to the percentageparticipation of each Lender in the relevant Advance) calculated by theFacility Agent and will be expressed as a percentage rate per annum.

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

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

(a)                                  in relation to a domestic sterling Advance:
|   |  | per cent. per annum |
|--------|--|---------------------|

 

(b)                                 in relation to an Advance in any currencyother than domestic sterling:
|  |  | per cent. per annum. |
|--|--|----------------------|

 

Where:

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

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

84

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

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

E                                         is designed to compensate the Facility Agentfor amounts payable under the Fees Rules and is calculated by the FacilityAgent as being the average of the most recent rates of charge supplied by theReference Banks to the Facility Agent pursuant to paragraph 7 below andexpressed in pounds per £1,000,000.

5.                                       For the purposes of this Schedule:

(a)                                  “**EligibleLiabilities**” and “**Special Deposits**”have the meanings given to them from time to time under or pursuant to the Bankof England Act 1998 or (as may be appropriate) by the Bank of England;

(b)                                 “**Fees Rules**”means the rules on periodic fees contained in the FSA Supervision Manual orsuch other law or regulation as may be in force from time to time in respect ofthe payment of fees for the acceptance of deposits;

(c)                                  “**FeeTariffs**” means the fee tariffs specified in the Fees Rules under theactivity group A.1 Deposit acceptors (ignoring any minimum fee or zero ratedfee required pursuant to the Fees Rules but taking into account any applicablediscount rate); and

(d)                                 “**TariffBase**” has the meaning given to it, and will be calculated inaccordance with, the Fees Rules.

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

7.                                       If requested by the Agent, each ReferenceBank shall, as soon as practicable after publication by the Financial ServicesAuthority, supply to the Facility Agent, the rate of charge payable by thatReference Bank to the Financial Services Authority pursuant to the Fees Rulesin respect of the relevant financial year of the Financial Services Authority(calculated for this purpose by that Reference Bank as being the average of theFee Tariffs applicable to that Reference Bank for that financial year) andexpressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

8.                                       Each Lender shall supply any informationrequired by the Facility Agent for the purpose of calculating its AdditionalCost Rate.  In particular, but withoutlimitation, each Lender shall supply the following information on or prior tothe date on which it becomes a Lender;

(a)                                  the jurisdiction of its Facility Office; and

(b)                                 any other information that the Facility Agentmay reasonably require for such purpose.

85

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Each Lender shall promptly notify theFacility Agent of any change to the information provided by it pursuant to thisparagraph.

9.                                       The percentages of each Lender for thepurpose of A and C above and the rates of charge of each Reference Bank for thepurpose of E above shall be determined by the Facility Agent based upon theinformation supplied to it pursuant to paragraphs 7 and 8 above and on theassumption that, unless a Lender notifies the Facility Agent to the contrary,each Lender’s obligations in relation to cash ratio deposits and SpecialDeposits are the same as those of a typical bank from its jurisdiction ofincorporation with a Facility Office in the same jurisdiction as its FacilityOffice.

10.                                 The Facility Agent shall have no liability toany person if such determination results in an Additional Cost Rate which overor under compensates any Lender and shall be entitled to assume that theinformation provided by any Lender or Reference Bank pursuant to paragraphs 3,7 and 8 above is true and correct in all respects.

11.                                 The Facility Agent shall distribute theadditional amounts received as a result of the Mandatory Cost to the Lenders onthe basis of the Additional Cost Rate for each Lender based on the informationprovided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and8 above.

12.                                 Any determination by the Facility Agentpursuant to this Schedule in relation to a formula, the Mandatory Cost, anAdditional Cost Rate or any amount payable to a Lender shall, in the absence ofmanifest error, be conclusive and binding on all Parties.

13.                                 The Facility Agent may from time to time,after consultation with the Company and the Lenders, determine and notify toall Parties any amendments which are required to be made to this Schedule inorder to comply with  any change in law,regulation or any requirements from time to time imposed by the Bank ofEngland, the Financial Services Authority or the European Central Bank (or, inany case, any other authority which replaces all or any of its functions) andany such determination shall, in the absence of manifest error, be conclusiveand binding on all Parties.

86

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**SCHEDULE 7****FORM OF ACCESSION LETTER**

To:                              [        ] as Facility Agent

From:                  [*Subsidiary*] and Koninklijke KPN N.V.

Dated:

Dear Sirs

**KoninklijkeKPN N.V. – euro 1,500,000,000 Facility Agreementdated 16 August 2006 (the “Facility Agreement”)**

1.                                       [*Subsidiary*]agrees to become an Additional [Borrower/Guarantor] and to be bound by theterms of the Facility Agreement as an Additional [Borrower/Guarantor] pursuantto Clause 24 (*Changes to the Obligors*)of the Facility Agreement.  [*Subsidiary*] is a company duly incorporatedunder the laws of [*name of relevantjurisdiction*].

2.                                       [*Subsidiary’s*]administrative details are as follows:

Address:

Fax No:

Attention:

3.                                       This letter is governed by English law.

[This Guarantor Accession letter is entered into by deed.]

KoninklijkeKPN N.V.                                                                                                                              [Subsidiary]

87

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**SIGNATURES**
| **The Company**                                                |                      |   |
|----------------------------------------------------------------|---------------------------|--------|
| ** **                                                     |                      |   |
| **KONINKLIJKE KPN N.V.**                                       |                      |   |
| ** **                                                     |                      |   |
| By:                                                            | LEONARDUS JOHANNES MERKUN |
|                                                           |
|                                                           |
| **The Original Guarantor**                                     |                      |   |
| ** **                                                     |                      |   |
| **KONINKLIJKE KPN N.V.**                                       |                      |   |
| ** **                                                     |                      |   |
| By:                                                            | LEONARDUS JOHANNES MERKUN |
|                                                           |
|                                                           |
| **The Mandated Lead Arrangers**                                |                      |   |
| ** **                                                     |                      |   |
| ** **                                                     |                      |   |
| **ABN AMRO BANK N.V.**                                         |                      |   |
| ** **                                                     |                      |   |
| By:                                                            | J. J. BE BUCK             |
|                                                           |
|                                                           | C. E. STROOMENBERGH       |   |   |
|                                                           |                      |   |
|                                                           |                      |   |
| **BANC OF AMERICA SECURITIES LIMITED**                         |                      |   |
| ** **                                                     |                      |   |
| By:                                                            | PETER STEPHENS            |
|                                                           |
|                                                           |
| **BNP PARIBAS**                                                |                      |   |
| ** **                                                     |                      |   |
| By:                                                            | P. VAN DER VELDEN         |
|                                                           |
|                                                           | MATIJN VAN WENT           |   |   |
|                                                           |                      |   |
|                                                           |                      |   |
| **CITIGROUP GLOBAL MARKETS LIMITED**                           |                      |   |
| ** **                                                     |                      |   |
| By:                                                            | PAUL GIBSS                |
|                                                           |
|                                                           |
| **COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK  B.A.** |                      |   |
| ** **                                                     |                      |   |
| By:                                                            | ED SMITH                  |
|                                                           |                      |
|                                                           | SANDER MUTSAERS           |

----

** **
| **CREDIT SUISSE**                                   |               |   |
|-----------------------------------------------------|--------------------|--------|
| ** **                                          |               |   |
| By:                                                 | VARA KAMLESH       |
|                                                |
|                                                | GARRETT LYNSKEY    |   |   |
|                                                |               |   |
|                                                |               |   |
| **DEUTSCHE BANK AG**                                |               |   |
| ** **                                          |               |   |
| By:                                                 | SUSANNE BALTES     |
|                                                |               |
|                                                | SALCO HERSCHBERG   |
|                                                |
|                                                |
| **FORTIS BANK (NEDERLAND) N.V.**                    |               |   |
| ** **                                          |               |   |
| By:                                                 | M. S. M. DENIE     |
|                                                |
|                                                | J. L. ROGGEVEEN    |   |   |
|                                                |               |   |
|                                                |               |   |
| **HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME** |               |   |
| ** **                                          |               |   |
| By:                                                 | HOLGER MÖLLER |
|                                                |
|                                                | HARALD HOFFMANN    |   |   |
|                                                |               |   |
|                                                |               |   |
| **ING BANK N.V.**                                   |               |   |
| ** **                                          |               |   |
| By:                                                 | P. D. MASTENBROEK  |
|                                                |
|                                                | S. Y. WELS         |   |   |
|                                                |               |   |
|                                                |               |   |
| **J.P. MORGAN PLC**                                 |               |   |
| ** **                                          |               |   |
| By:                                                 | JOHN BLACKBOROUGH  |
|                                                |
|                                                |
| **THE ROYAL BANK OF SCOTLAND PLC**                  |               |   |
| ** **                                          |               |   |
| By:                                                 | ANNA COLE          |
|                                                     |                    |        |  |  |  |  |

----

** **
| **The Original Lenders**                                       |                |   |
|----------------------------------------------------------------|---------------------|--------|
| ** **                                                     |                |   |
| ** **                                                     |                |   |
| **ABN AMRO BANK N.V.**                                         |                |   |
| ** **                                                     |                |   |
| By:                                                            | J. J. DE BUCK       |
|                                                           |
|                                                           | C. E. STROOMENBERGH |   |   |
|                                                           |                |   |
|                                                           |                |   |
| **BANK OF AMERICA, N.A.**                                      |                |   |
| ** **                                                     |                |   |
| By:                                                            | DILYS ROBERTSON     |
|                                                           |                |   |
|                                                           |                |   |
| **BNP PARIBAS**                                                |                |   |
| ** **                                                     |                |   |
| By:                                                            | P. VAN DER VELDEN   |
|                                                           |                |   |
|                                                           | MATIJN VAN WENT     |
|                                                           |                |   |
|                                                           |                |   |
| **CITIBANK INTERNATIONAL PLC, LONDON**                         |                |   |
| ** **                                                     |                |   |
| By:                                                            | PAUL GIBSS          |
|                                                           |                |   |
|                                                           |                |   |
| **COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK  B.A.** |                |   |
| ** **                                                     |                |   |
| By:                                                            | ED SMITH            |
|                                                           |                |   |
|                                                           | SANDER MUTSAERS     |   |   |
|                                                           |                |   |
|                                                           |                |   |
| **CREDIT SUISSE**                                              |                |   |
| ** **                                                     |                |   |
| By:                                                            | VARA KAMLESH        |
|                                                           |                |
|                                                           | GARRETT LYNSKEY     |

----

 
| **DEUTSCHE BANK LUXEMBOURG  S.A.**                  |                 |   |
|-----------------------------------------------------|----------------------|--------|
| ** **                                          |                 |   |
| By:                                                 | MARINA SINN-CONRAD   |
|                                                |                 |   |
|                                                | ASTRID BREYER-SIMSKI |   |   |
|                                                |                 |   |
|                                                |                 |   |
| **FORTIS BANK (NEDERLAND) N.V.**                    |                 |   |
| ** **                                          |                 |   |
| By:                                                 | M. S. M. DENIE       |
|                                                |                 |   |
|                                                | J. L. ROGGEVEEN      |   |   |
|                                                |                 |   |
|                                                |                 |   |
| **HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME** |                 |   |
| ** **                                          |                 |   |
| By:                                                 | HOLGER MÖLLER   |
|                                                |                 |   |
|                                                | HARALD HOFFMANN      |   |   |
|                                                |                 |   |
|                                                |                 |   |
| **ING BANK N.V.**                                   |                 |   |
| ** **                                          |                 |   |
| By:                                                 | P. D. MASTENBROEK    |
|                                                |                 |   |
|                                                | S. Y. WELS           |   |   |
|                                                |                 |   |
|                                                |                 |   |
| **JPMORGAN CHASE BANK, N.A.**                       |                 |   |
| ** **                                          |                 |   |
| By:                                                 | JOHN BLACKBOROUGH    |
|                                                |                 |   |
|                                                |                 |   |
| **THE ROYAL BANK OF SCOTLAND PLC**                  |                 |   |
| ** **                                          |                 |   |
| By:                                                 | ANNA COLE            |
|                                                |                 |   |
|                                                |                 |   |
| **The Swingline Lenders**                           |                 |   |
| ** **                                          |                 |   |
| ** **                                          |                 |   |
| **ABN AMRO BANK N.V.**                              |                 |   |
| ** **                                          |                 |   |
| By:                                                 | J. J. DE BUCK        |
|                                                |                 |   |
|                                                | C. E. STROOMENBERGH  |   |   |
|                                                     |                      |        |  |  |  |  |  |  |

----

** **
| **BANK OF AMERICA, N.A.**                                                                                          |                  |   |
|--------------------------------------------------------------------------------------------------------------------|-----------------------|--------|
| ** **                                                                                                         |                  |   |
| By:                                                                                                                | DILYS ROBERTSON       |
|                                                                                                               |                  |   |
|                                                                                                               |                  |   |
| **BNP PARIBAS**                                                                                                    |                  |   |
| ** **                                                                                                         |                  |   |
| By:                                                                                                                | P. VAN DER VELDEN     |
|                                                                                                               |                  |   |
|                                                                                                               | MATIJN VAN WENT       |
|                                                                                                               |                  |   |
|                                                                                                               |                  |   |
| **CITIBANK INTERNATIONAL PLC**                                                                                     |                  |   |
| ** **                                                                                                         |                  |   |
| By:                                                                                                                | PAUL GIBSS            |
|                                                                                                               |                  |   |
|                                                                                                               |                  |   |
| **CITIBANK, N.A., NEW YORK for the purposes of  Dollar Swingline Advances only**                                   |                  |   |
| ** **                                                                                                         |                  |   |
| By:                                                                                                                | STEVEN R. VICTORIN    |
|                                                                                                               |                  |   |
|                                                                                                               |                  |   |
| **COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK  B.A.**                                                     |                  |   |
| ** **                                                                                                         |                  |   |
| By:                                                                                                                | ED SMITH              |
|                                                                                                               |                  |   |
|                                                                                                               | SANDER MUTSAERS       |
|                                                                                                               |                  |   |
|                                                                                                               |                  |   |
| **CREDIT SUISSE**                                                                                                  |                  |   |
| ** **                                                                                                         |                  |   |
| By:                                                                                                                | VARA KAMLESH          |
|                                                                                                               |                  |   |
|                                                                                                               | GARRETT LYNSKEY       |
|                                                                                                               |                  |   |
|                                                                                                               |                  |   |
| **CREDIT SUISSE acting through its CAYMAN ISLANDS  BRANCH****for  the purposes of Dollar Swingline Advances only** |
| ** **                                                                                                         |                  |   |
| By:                                                                                                                | COLIN HELY-HUTCHINSON |
|                                                                                                               |                  |   |
|                                                                                                               | JOEL GLODOWSKI        |
|                                                                                                                    |                       |        |  |  |  |  |  |  |  |

----

 
| **DEUTSCHE BANK LUXEMBOURG  S.A.**                                                   |                     |   |
|--------------------------------------------------------------------------------------|--------------------------|--------|
| ** **                                                                           |                     |   |
| By:                                                                                  | MARINA SINN-CONRAD       |
|                                                                                 |                     |   |
|                                                                                 | ASTRID BREYER-SIMSKI     |   |   |
|                                                                                 |                     |   |
|                                                                                 |                     |   |
| **FORTIS BANK (NEDERLAND) N.V.**                                                     |                     |   |
| ** **                                                                           |                     |   |
| By:                                                                                  | M. S. M. DENIE           |
|                                                                                 |                     |   |
|                                                                                 | J. L. ROGGEVEEN          |   |   |
|                                                                                 |                     |   |
|                                                                                 |                     |   |
| **FORTIS CAPITAL CORP. for the purposes of Dollar  Swingline Advances only**         |                     |   |
| ** **                                                                           |                     |   |
| By:                                                                                  | STEPHANIE BABICH-ALLEGRA |
|                                                                                 |                     |   |
|                                                                                 | ANDREW WHITE             |   |   |
|                                                                                 |                     |   |
|                                                                                 |                     |   |
| **HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME**                                  |                     |   |
| ** **                                                                           |                     |   |
| By:                                                                                  | HOLGER MÖLLER       |
|                                                                                 |                     |   |
|                                                                                 | HARALD HOFFMANN          |   |   |
|                                                                                 |                     |   |
|                                                                                 |                     |   |
| **ING BANK N.V.**                                                                    |                     |   |
| ** **                                                                           |                     |   |
| By:                                                                                  | P. D. MASTENBROEK        |
|                                                                                 |                     |   |
|                                                                                 | S. Y. WELS               |   |   |
|                                                                                 |                     |   |
|                                                                                 |                     |   |
| **ING BANK N.V., DUBLIN BRANCH for the purposes of  Dollar Swingline Advances only** |
| ** **                                                                           |                     |   |
| By:                                                                                  | MAURICE KENNY            |
|                                                                                 |                     |   |
|                                                                                 | AIDAN NEILL              |
|                                                                                 |                     |   |
|                                                                                 |                     |   |
| **JPMORGAN CHASE BANK, N.A.**                                                        |                     |   |
| ** **                                                                           |                     |   |
| By:                                                                                  | JOHN BLACKBOROUGH        |
|                                                                                      |                          |        |  |  |  |  |  |

----

 
| **JPMORGAN CHASE BANK, N.A., NEW YORK, INTERNATIONAL FACILITY (IBF)** |
|-----------------------------------------------------------------------|
| ** **                                                            |   |   |
| **for the purposes of  Dollar Swingline Advances only**               |   |   |
| ** **                                                            |   |   |
| By:                                                                   | JOHN BLACKBOROUGH |
|                                                                  |   |   |
|                                                                  |   |   |
| **THE ROYAL BANK OF SCOTLAND PLC**                                    |   |   |
| ** **                                                            |   |   |
| By:                                                                   | ANNA COLE |
|                                                                  |   |   |
|                                                                  |   |   |
| **The Facility Agent**                                                |   |   |
| ** **                                                            |   |   |
| **ABN AMRO BANK N.V.**                                                |   |   |
| ** **                                                            |   |   |
| By:                                                                   | G. J. WILMER |
|                                                                  |   |   |
|                                                                  | S. G. BEEDLESTON |   |   |
|                                                                  |   |   |
|                                                                  |   |   |
| **The Euro Swingline Agent**                                          |   |   |
| ** **                                                            |   |   |
| **ABN AMRO BANK N.V.**                                                |   |   |
| ** **                                                            |   |   |
| By:                                                                   | G. J. WILMER |
|                                                                  |   |   |
|                                                                  | S. G. BEEDLESTON |   |   |
|                                                                  |   |   |
|                                                                  |   |   |
| **The Dollar Swingline Agent**                                        |   |   |
| ** **                                                            |   |   |
| **ABN AMRO BANK N.V.**                                                |   |   |
| ** **                                                            |   |   |
| By:                                                                   | G. J. WILMER |
|                                                                  |   |   |
|                                                                  | S. G. BEEDLESTON |   |   |
|                                                                       |  |  |  |  |  |  |

 

----