**Exhibit 4.4**

** **
|   |   | **CONFORMED COPY** |
|--------|--------|--------------------|

 

EURO 1,500,000,000

 

SYNDICATEDREVOLVING CREDIT AGREEMENT

 

 

dated 14thApril, 2003

 

forKONINKLIJKE KPN N.V.

with

ABN AMRO BANKN.V.

BANC OFAMERICA SECURITIES LIMITED

CITIGROUPGLOBAL MARKETS LIMITED

COÖPERATIEVECENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

CREDIT SUISSEFIRST BOSTON

DEUTSCHE BANKAGHVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME

ING BANK N.V.

J.P. MORGANPLC

and

SCOTIABANKEUROPE PLC

as MandatedLead Arrangers

and

withABN AMRO BANK N.V.acting as Facility Agent

----

 

**CONTENTS**

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

 

----

 
| **Section 8**                                            |                                                                           |
|----------------------------------------------------------|--------------------------------------------------------------------------------|
|                                                     |                                                                           |   |
| **Representations,  Undertakings And Events Of Default** |                                                                           |
|                                                     |                                                                           |   |
| 19.                                                      | Representations And  Warranties                                                |   |
|                                                     |                                                                           |   |
| 20.                                                      | Information Undertakings                                                       |   |
|                                                     |                                                                           |   |
| 21.                                                      | General Undertakings                                                           |   |
|                                                     |                                                                           |   |
| 22.                                                      | Financial Covenants                                                            |   |
|                                                     |                                                                           |   |
| 23.                                                      | Events Of Default                                                              |   |
|                                                     |                                                                           |   |
| **Section 9**                                            |                                                                           |
|                                                     |                                                                           |   |
| **Changes  To Parties**                                  |                                                                           |
|                                                     |                                                                           |   |
| 24.                                                      | Changes To The Lenders                                                         |   |
|                                                     |                                                                           |   |
| 25.                                                      | Changes To The Obligors                                                        |   |
|                                                     |                                                                           |   |
| **Section 10**                                           |                                                                           |
|                                                     |                                                                           |   |
| **The  Finance Parties**                                 |                                                                           |
|                                                     |                                                                           |   |
| 26.                                                      | Role Of The Facility Agent And The  Mandated Lead Arrangers                    |   |
|                                                     |                                                                           |   |
| 27.                                                      | Conduct Of Business By The Finance  Parties                                    |   |
|                                                     |                                                                           |   |
| 28.                                                      | Sharing Among The Lenders                                                      |   |
|                                                     |                                                                           |   |
| **Section 11**                                           |                                                                           |
|                                                     |                                                                           |   |
| **Administration**                                       |                                                                           |
|                                                     |                                                                           |   |
| 29.                                                      | Payment Mechanics                                                              |   |
|                                                     |                                                                           |   |
| 30.                                                      | Set-Off                                                                        |   |
|                                                     |                                                                           |   |
| 31.                                                      | Notices                                                                        |   |
|                                                     |                                                                           |   |
| 32.                                                      | Calculations And  Certificates                                                 |   |
|                                                     |                                                                           |   |
| 33.                                                      | Partial Invalidity                                                             |   |
|                                                     |                                                                           |   |
| 34.                                                      | Remedies And Waivers                                                           |   |
|                                                     |                                                                           |   |
| 35.                                                      | Amendments And Waivers                                                         |   |
|                                                     |                                                                           |   |
| 36.                                                      | Counterparts                                                                   |   |
|                                                     |                                                                           |   |
| **Section 12**                                           |                                                                           |
|                                                     |                                                                           |   |
| **Governing Law And  Enforcement**                       |                                                                           |
|                                                     |                                                                           |   |
| 37.                                                      | Governing Law                                                                  |   |
|                                                     |                                                                           |   |
| 38.                                                      | Enforcement                                                                    |   |
|                                                     |                                                                           |   |
| Schedule 1 THE ORIGINAL LENDERS                          |                                                                           |
|                                                     |                                                                           |   |
| Schedule 2 CONDITIONS PRECEDENT                          |                                                                           |
|                                                     | Part 1  Conditions Precedent To Signing                                        |   |
|                                                     | Part 2  Conditions Precedent Required To Be Delivered By An Additional Obligor |   |
|                                                     |                                                                           |   |
| Schedule 3 UTILISATION REQUEST                           |                                                                           |

 

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| Schedule 4 THE MARGIN                     |   |
|-------------------------------------------|--------|
|                                      |   |   |
| Schedule 5 FORM OF TRANSFER CERTIFICATE   |   |
|                                      |   |   |
| Schedule 6 FORM OF COMPLIANCE CERTIFICATE |   |
|                                      |   |   |
| Schedule 7 TIMETABLES                     |   |
|                                      |   |   |
| Schedule 8 MANDATORY COST FORMULAE        |   |
|                                      |   |   |
| Schedule 9 FORM OF ACCESSION LETTER       |   |

 

 

**THIS AGREEMENT** isdated 14th April, 2003 and made between:

 

(1)                            **KONINKLIJKEKPN N.V.**having its seat (*statutaire zetel*) in TheHague, The Netherlands (the “**Company**”);

 

(2)                            **KONINKLIJKEKPN N.V.** having its seat (*statutaire zetel*) in TheHague, The Netherlands, as guarantor (the “**Original****Guarantor**”);

 

(3)                            **ABNAMRO BANK N.V., BANC OF AMERICA SECURITIES LIMITED, CITIGROUP GLOBAL MARKETSLIMITED, COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., CREDIT SUISSEFIRST BOSTON, DEUTSCHE BANK AG, HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME, ING BANKN.V., J.P. MORGAN PLC and SCOTIABANK EUROPE PLC**(the“**MandatedLead Arrangers**”);

 

(4)                            **THEFINANCIAL INSTITUTIONS** listed in Schedule 1 (*The OriginalLenders*) as lenders (the “**Original Lenders**”); and

 

(5)                            **ABNAMRO BANK N.V.**as facility agent (the “**FacilityAgent**”).

 

**IT IS AGREED**asfollows:

 

**SECTION 1**

**INTERPRETATION**

 

# **1.**                                 DEFINITIONSAND INTERPRETATION

 

## **1.1**                           Definitions

 

In thisAgreement:

 

“**AccessionLetter**” means a document substantially in the form set out inSchedule 9 (*Formof Accession Letter*).

 

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

 

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

 

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

 

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

 

“**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.

 

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“**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 the Londonforeign 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.

 

“**AvailableCommitment**” means a Lender’s Commitment minus:

 

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

 

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

 

other than, ineither case, the Base Currency Amount of that Lender’s participation in anyAdvances that are due to be repaid or prepaid on or before the proposedUtilisation Date.

 

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

 

“**AvailabilityPeriod**” means the period from and including the date of thisAgreement to and including the date falling one month 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 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 25 (*Changes to the Obligors*).

 

“**Borrowings**”means:

 

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

 

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

 

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

 

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

 

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(e)                                      any derivative transaction entered into in connection withprotection against or fluctuation in any rate or price (and when calculatingthe value of any derivative transaction, only the marked to market value shallbe taken into account);

 

(f)                                        proceeds raised under any Securitisation Transaction;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

exceeds:

 

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

 

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

 

excluding anyMargin or other loss of profit.

 

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

 

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

 

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

 

“**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)                                      in relation to an Original Lender, the amount in the Base Currencyset opposite its name under the heading “**Commitment**” in Schedule 1 (*The OriginalLenders*) and the aggregate amount of any other Commitmentstransferred to it under this Agreement; and

 

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

 

to the extentnot cancelled, reduced or transferred by it under this Agreement.

 

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

 

“**CreditRating**” means a long term (senior unsecured and unsubordinated) debtrating given by S&P or Moody’s.

 

“**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.*)

 

“**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)                                      the applicable Screen Rate; or

 

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(b)                                     (if no Screen Rate is available for the 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 European Interbank Market,

 

as of theSpecified Time on the Quotation Day 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.

 

“**Event ofDefault**” means any event or circumstance specified as such inClause 23 (*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 kredietwezen 1992*).

 

“**ExecutiveOfficer**” means a member of the board of management of the Company.

 

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

 

“**FacilityOffice**” means in relation to an Original Lender, the officeidentified as such to the Facility Agent on or prior to the date hereof (or, inthe case of a transferee, at the end of the Transfer Certificate to which it isa party as transferee) or such other office as it may from time to time, bynotice to the Facility Agent, select.

 

“**Fee Letter**”means any letter or letters between the Mandated Lead Arrangers and the Companyor the Facility Agent and the Company setting out any of the fees referred toin Clause 12 (*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 Facility Agent, the Mandated Lead Arrangersand the Lenders.

 

“**Fixed LineBusiness**” means the businesses of providing:

 

(a)                                      fixed public telephone services;

 

(b)                                      fixed public telephonenetworks;

 

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

 

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

 

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

 

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

 

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

 

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

 

“**HoldingCompany**” means, in relation to a company or corporation, any othercompany or corporation in respect of which it is a Subsidiary.

 

“**InternationalAccounting Standards**” means international accounting standardspromulgated by the International Accounting Standards Committee.

 

“**InterestPeriod**” means, in relation to an Advance, each period determined inaccordance with Clause 10 (*Interest Periods*) and, in relation to anUnpaid Sum, each period determined in accordance with Clause 9.3 (*Defaultinterest*)*.*

 

“**KPN Telecom**”means KPN Telecom B.V.

 

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

 

“**Lender**”means:

 

(a)                                      any Original Lender; and

 

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

 

which in eachcase has not ceased to be a Party in accordance with the terms of thisAgreement.

 

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

 

(a)                                      the applicable Screen Rate; or

 

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

 

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

 

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

 

“**MajorityLenders**” means:

 

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

 

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Advances then outstanding, aggregated more than 662/3%of the Total Commitments immediately prior to the reduction); or

 

(b)                                     at any other time, a Lender or Lenders whose participations in theAdvances then outstanding aggregate more than 662/3% ofall the Advances then outstanding.

 

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

 

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

 

“**MaterialAdverse Effect**” means a material adverse effect on the ability ofthe Obligors taken as a whole to perform their payment and financial covenantobligations under this Agreement.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“**OriginalFacility Agreement**” means the euro 1.75 billion credit agreementdated 17th May, 2002 between, *inter alia*, the Company as borrower, ABNAMRO Bank N.V., Banc of America Securities Limited, Coöperatieve CentraleRaiffeisen-Boerenleenbank

 

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

 

“**OriginalGroup Financial Statements**” means the audited consolidated financialstatements of the Group for the year ended 31 December 2002.

 

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

 

“**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.

 

“**PolicyGuidelines**” means the DNB’s Policy Guidelines (issued in relation tothe Exemption Regulation) dated 10 July 2002 (*Beleidsregel kernbegrippenmarkttoetreding en handhaving Wtk 1992*) (as amended from time totime).

 

“**PrincipalSubsidiary**” means:

 

(a)                                      KPN Telecom; and

 

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

 

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

 

“**ProjectBorrower**” means any person which incurs a Project Borrowing.

 

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

 

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

 

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

 

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

 

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

 

(b)                                      in respect of which the person or persons making such Borrowingavailable to the relevant borrower (whether or not a Group Company) have norecourse whatsoever to any Group Company for the repayment of or payment of anysum relating to such Borrowing other than:

 

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

 

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

 

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

 

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

 

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

 

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

 

“**QuotationDay**” means, in relation to any period for which an interest rate isto be determined:

 

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

 

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

 

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

 

unless marketpractice differs in the Relevant Interbank Market for a currency, in which casethe Quotation 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).

 

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

 

“**RelevantInterbank Market**” means:

 

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

 

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

 

“**RepeatingRepresentations**” means each of the representations referred to inClause 19.11(b) (*Times for making representations and warranties*).

 

“**RolloverAdvance**” means one or more Advances:

 

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

 

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

 

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

 

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

 

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

 

“**Screen Rate**”means:

 

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

 

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

 

10

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displayed onthe appropriate 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)                                      have recourse to receivables or other identified assets or to a loansecured on receivables or such other assets of that person; and

 

(b)                                     are special purpose vehicles established for the purpose of issuingsecurities backed 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 the special share of forty eight eurocent(euro 0.48) held by the State of The Netherlands and any B preference shares oftwenty four eurocent (euro 0.24) that may be issued in the future to theFoundation for the Protection of KPN (*Stichting Bescherming KPN*).

 

“**SpecifiedTime**” means a time determined in accordance with Schedule 7 (*Timetables*).

 

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

 

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

 

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

 

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

 

“**TARGET**”means the Trans-European Automated Real-time Gross Settlement Express Transferpayment system.

 

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

 

“**Tax**”means any tax, levy, impost, duty or other charge or withholding of a similarnature (including any penalty or interest payable in connection with anyfailure to pay or any delay in paying any of the same).

 

11

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

 

“**Total Assets**”means the total assets of the Group as shown in the audited consolidatedfinancial statements of the Company last delivered to the Facility Agent underClause 20.1 (*Financial Information*) or, until delivery of the first suchset of audited consolidated financial statements, the Original Group FinancialStatements.

 

“**TotalCommitments**” means the aggregate of the Commitments, beingeuro 1,500,000,000 at the date of this Agreement.

 

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

 

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

 

“**TransferDate**” means, in relation to a transfer, the later of:

 

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

 

(b)                                     the date on which the Facility Agent executes the TransferCertificate.

 

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

 

“**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 (*UtilisationRequest*).

 

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

 

“**VerifiablePMP**” means a PMP whose status as such may be determined on the basisof:

 

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

 

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

 

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

 

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

 

## **1.2**                           Construction

(a)                                      Unless a contrary indication appears a reference in this Agreementto:

 

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

 

(ii)                     a “**Finance Document**” or any other agreement or instrument is areference to that Finance Document or other agreement or instrument as amendedor 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)                 a“**person**”includes any person, firm, company, corporation, government, state or agency ofa state or any association, bank, financial institution, fund, incorporatedassociation, trust or partnership (whether or not having separate legalpersonality) or two or more of the foregoing;

 

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

 

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

 

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

 

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

 

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

 

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

 

(e)                                      A Default (including an Event of Default) is “**continuing**” if it has notbeen remedied or waived.

 

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## **1.3**                           Currency Symbols andDefinitions

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

 

## **1.4**                           Third Party Rights

A person whois not a Party has no right under the Contract (Rights of Third Parties) Act1999 to enforce any term of this Agreement.

 

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**SECTION 2**

**THE FACILITY**

 

# **2.**                                 THE FACILITY

# ** **

## **2.1**                           The Facility

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

 

## **2.2**                           Lenders’ rights andobligations

(a)                                      The obligations of each Lender under the Finance Documents areseveral.  Failure by a Lender to performits obligations under the Finance Documents does not affect the obligations ofany other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other FinanceParty under the Finance Documents.

 

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

 

(c)                                      A Finance Party may, except as otherwise stated in the FinanceDocuments, 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 Obligorirrevocably authorises the Company to give and receive as representative on itsbehalf all notices (including Utilisation Requests) and sign all documents inconnection with the Finance Documents on its behalf and take such other actionas may be necessary or desirable under or in connection with the FinanceDocuments on its behalf and confirms that it will be bound by any action takenby the Company under 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)                                      any irregularity (or purported irregularity) in any act done by orany failure (or purported failure) by the Company; or

 

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

 

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

 

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# **3.**                                 PURPOSE

# ** **

## **3.1**                           Purpose

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

 

## **3.2**                           Monitoring

No FinanceParty is bound to monitor or verify the application of any amount borrowedpursuant to this Agreement.

 

# **4.**                                 CONDITIONSOF UTILISATION

# ** **

## **4.1**                           Initial conditions precedent

No Borrowermay deliver a Utilisation Request unless the Facility Agent has received all ofthe documents and other evidence listed in Schedule 2 (*Conditions Precedent*) inform and substance reasonably satisfactory to the Facility Agent.  The Facility Agent shall notify the Companyand the Lenders promptly upon being so satisfied.

 

## **4.2**                           Further conditions precedent

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

 

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

 

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

 

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

 

## **4.3**                           Conditions relating toOptional Currencies

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

 

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

 

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

 

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

 

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

 

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

 

## **4.4**                           Maximum number of Advances

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

 

(b)                                     Any Advance 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 UtilisationRequest

A Borrower mayutilise the Facility by delivery to the Facility Agent of a duly completedUtilisation Request not later than the Specified Time.

 

## **5.2**                           Completion of a UtilisationRequest

(a)                                      Each Utilisation Request delivered to the Facility Agent pursuant toClause 5.1 (*Deliveryof a Utilisation Request*) is irrevocable and will not be regarded ashaving been duly completed unless:

 

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

 

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

 

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

 

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

 

## **5.3**                           Currency and amount

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

 

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

 

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

 

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

 

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

 

(iv)                 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,

 

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

 

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## **5.4**                           Lenders’ participation

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

 

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

 

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

 

# **6.**                                 OPTIONALCURRENCIES

# ** **

## **6.1**                           Selection of currency

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

 

## **6.2**                           Unavailability of a currency

If before theSpecified Time on any Quotation Day:

 

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

 

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

 

the FacilityAgent will give notice to the relevant Borrower to that effect by the SpecifiedTime on that day.  In this event, anyLender that gives notice pursuant to this Clause 6.2 will be required toparticipate in the Advance in the Base Currency (in an amount equal to thatLender’s proportion of the Base Currency Amount or, in respect of a RolloverAdvance, an amount equal to that Lender’s proportion of the Base CurrencyAmount of the maturing Advance that is due to be repaid) and its participationwill be treated as a separate Advance denominated in the Base Currency duringthat Interest Period.

 

## **6.3**                           Participation in an Advance

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

 

## **6.4**                           Notification

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

 

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**SECTION 4**

**REPAYMENT, PREPAYMENT AND CANCELLATION**

 

# **7.**                                 REPAYMENT

# ** **

## **7.1**                           Repayment of Advances

Each Borrowerwhich has drawn an Advance shall repay that Advance on the last day of itsInterest Period.

 

## **7.2**                           Extension of Termination Date

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(B)                   the Termination Date in respect of the Commitments of each Lenderwhich has notified the Facility Agent pursuant to sub-paragraph (iii) abovethat it is not willing to extend the Termination Date, or which is deemedpursuant thereto to have so notified the Facility Agent (the “**Non-ExtendingLenders**”), shall not be extended.

 

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

 

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

 

(viii)                            The Company may by notice to a Non-Extending Lender (through theFacility Agent) require that Non-Extending Lender to transfer its Commitment atpar to another bank or financial institution willing to accept such transfer,such transfer to take effect in accordance with the terms of Clauses 24.4 (*Limitationof Responsibility of Existing Lenders*) and 24.5 (*Procedurefor Transfer*) on the Termination Date relating to that Non-ExtendingLender and to be on terms that the bank or financial institution in questionagrees to the extension of the Termination Date by 12 months.

 

# **8.**                                 PREPAYMENTAND 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)                                      that Lender shall promptly notify the Facility Agent upon becomingaware of that event;

 

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

 

(c)                                      each Borrower shall*,* to the extent required and within theapplicable grace period permitted by law or if no such period is allowed,immediately, repay that Lender’s participation in the Advances made to thatBorrower 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.

 

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## **8.2**                           Mandatory Prepayment on Changeof Control

(a)                                      If at any time any single person or group of persons acting inconcert (other than, directly or indirectly, the State of The Netherlands)acquires control of the Company or acquires more than 50 per cent. of theequity share capital of the Company, then the Company will promptly uponbecoming aware thereof notify the Facility Agent who shall inform the Lendersthereof.  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 inconcert**” means, a group of persons who, pursuant to an agreement orunderstanding (whether formal or informal), actively co-operate, through theacquisition by any of them, either directly or indirectly, of shares in theCompany, to obtain or consolidate control of the Company.

 

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

 

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

 

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

 

## **8.3**                           Voluntary cancellation

The Companymay, if it gives the Facility Agent not less than 5 days’ (or such shorterperiod as the Majority Lenders may agree) prior notice, cancel the whole or anypart (being a minimum amount of euro 50,000,000) of the AvailableFacility.  Any cancellation in partunder this Clause 8.3 will be applied against the Commitment of each Lender prorata.

 

## **8.4**                           Voluntary Prepayment

The Borrowerto which an Advance has been made may, if it gives the Facility Agent not lessthan 5 days’ (or such shorter period as the Majority Lenders may agree) priornotice, prepay the whole or any part of an Advance (but if in part, being anamount that reduces the Base Currency Amount of the Advance by a minimum amountof euro 50,000,000).  Anyprepayment in part under this Clause 8.4 will be applied against the Commitmentof each Lender pro rata.

 

## **8.5**                           Right of repayment andcancellation in relation to a single Lender

(a)                                      If:

 

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

 

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(ii)                     any Lender claims indemnification from the Company under Clause 14.1(*Increasedcosts*),

 

the Companymay, whilst the circumstance giving rise to the requirement or indemnificationcontinues, give the Facility Agent notice of cancellation of the Commitment ofthat Lender and its intention to procure the repayment of that Lender’sparticipation in the Advances.

 

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

 

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

 

## **8.6**                           Restrictions

## ** **

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

 

(b)                                     Any prepayment under this Agreement shall be made together withaccrued interest on the amount prepaid and, subject to any Break Costs, withoutpremium or penalty.

 

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

 

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

 

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

 

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

 

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**SECTION 5**

**COSTS OF UTILISATION**

 

# **9.**                                 INTEREST

# ** **

## **9.1**                           Calculation of interest

The rate ofinterest on each Advance for each Interest Period is the percentage rate perannum which is the aggregate of the applicable:

 

(i)                                         Margin;

 

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

 

(iii)                                   Mandatory Cost, if any.

 

## **9.2**                           Payment of interest

The Borrowerto which an Advance has been made shall pay accrued interest on that Advance onthe last day of each Interest Period (and, if the Interest Period is longerthan six Months, on the dates falling at six monthly intervals after the firstday of the Interest Period).

 

## **9.3**                           Default interest

(a)                                      If an Obligor fails to pay any amount payable by it under a FinanceDocument on its due date, interest shall accrue on the overdue amount from thedue date up to the date of actual payment (both before and after judgment) at arate 1.00 per cent. higher than the rate which would have been payable if theoverdue amount had, during the period of non-payment, constituted an Advance inthe currency 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)                                     Default interest (if unpaid) arising on an overdue amount will becompounded with the overdue amount at the end of each Interest Periodapplicable to that overdue amount but will remain immediately due and payable.

 

## **9.4**                           Notification of rates ofinterest

The FacilityAgent shall promptly notify the Lenders and the relevant Borrower of thedetermination of a rate of interest under this Agreement.

 

# **10.**                           INTERESTPERIODS

## ** **

## **10.1**                     Selection of Interest Periods

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

 

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

 

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between the Company and the Facility Agent or endingon the Termination Date.

 

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

 

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

 

(e)                                      Each Advance has one Interest Period only.

 

## **10.2**                     Non-Business Days

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

 

# **11.**                           CHANGES TO THE CALCULATION OF INTEREST

# ** **

## **11.1**                     Absence of quotations

Subject toClause 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)                                      If a Market Disruption Event occurs in relation to an Advance forany Interest Period, then the rate of interest on each Lender’s share of thatAdvance for the Interest Period shall be the rate per annum which is the sumof:

 

(i)                        the Margin;

 

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

 

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

 

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

 

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

 

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

 

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

 

**provided that** theCompany 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 (*Other Indemnities*).

 

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

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

 

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

 

## **11.4**                     Break Costs

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

 

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

 

# **12.**                           FEES

# ** **

## **12.1**                     Commitment fee

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

 

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

 

## **12.2**                     Utilisation Fee

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

 

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(i)                                     0.05 per cent. per annum on the Total Outstandings for each day thatthe Total Outstandings are in an amount exceeding 33.33 per cent. but notexceeding 66.67 per cent. of the Total Commitments; and

 

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

 

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

 

## **12.3**                     Arrangement Fee

The Companyshall pay to the Mandated Lead Arrangers fees in the amounts and at the timesagreed in a Fee Letter.

 

## **12.4**                     Agency fee

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

 

## **12.5**                     Extension Fee

(a)                                      The Borrower shall pay to the Facility Agent, for the account ofeach Lender the availability of whose Commitment is extended pursuant to Clause7.2 (*Extensionof Termination Date*), an extension fee equal to the RelevantPercentage of the amount of that Lender’s Commitment the availability of whichis so extended.

 

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

 

(i)                        is BBB+ or higher than BBB+ with S&P and Baa1 or higher thanBaa1 with Moody’s (in each case with stable outlook), 0.05 per cent.

 

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

 

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

 

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

 

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**SECTION 6**

**ADDITIONAL PAYMENT OBLIGATIONS**

 

# **13.**                           TAX GROSS UP

# ** **

## **13.1**                     Gross-up

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

 

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

 

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

 

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

 

## **13.2**                     Tax receipts

All taxesrequired by law to be deducted or withheld by an Obligor from any amounts paidor payable under the Finance Documents shall be paid in full by the relevantObligor when due and the Obligor shall, within 15 days of the payment beingmade, 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**                     Tax Credit

(a)                                      If an Obligor makes a payment pursuant to Clause 13.1 (*Gross-up*)for the account of any Lender and such Lender has received or been granted acredit against, or relief or remission or repayment of, any tax paid or payableby it (a “**TaxCredit**”) which is attributable to that payment or the correspondingpayment under the Finance Document such Lender shall, to the extent that it cando so without prejudice to the retention of the amount of such credit, relief,remission or repayment, pay to the Obligor such amount as the Lender shall havereasonably determined to be attributable to such payments and which will leavethe Lender (after such payment) in no better or worse position than it wouldhave been if the Obligor had not been required to make any deduction orwithholding.

 

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(b)                                     Nothing in this Clause 13.3 shall interfere with the right of aLender to arrange its tax affairs in whatever manner it thinks fit and withoutlimiting the foregoing no Lender shall be under any obligation to claim a TaxCredit or to claim a Tax Credit in priority to any other claims, relief, creditor deduction available to it.  No Lendershall be obliged to disclose any information relating to its tax affairs or anycomputations in respect thereof.

 

## **13.4**                     Stamp taxes

The relevantObligor shall pay and, promptly on demand, indemnify each Finance Party againstany cost, loss or liability that Finance Party incurs in relation to all stampduty, registration and other similar Taxes payable in respect of any FinanceDocument.

 

## **13.5**                     Value added tax

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

 

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

 

# **14.**                           INCREASEDCOSTS

# ** **

## **14.1**                     Increased costs

(a)                                      Subject to Clause 14.3 (*Exceptions*) the relevant Obligor shall,immediately on demand by the Facility Agent, pay for the account of a 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 the Facilities or on aFinance Party’s (or any of its Holding Companies’) overall capital;

 

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

 

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

 

which isincurred or suffered by a Finance Party or any of its Holding Companies to theextent that it is attributable to that Finance Party having entered into itsCommitment or funding or performing its obligations under any Finance Document.

 

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## **14.2**                     Increased cost claims

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

 

(b)                                     Each Finance Party shall, together with any demand made pursuant toparagraph (a) above, provide a certificate confirming the amount of itsIncreased Costs with full supporting details (which certificate shallconstitute prima facie non-binding evidence of the matters to which itrelates).

 

## **14.3**                     Exceptions

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

 

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

 

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

 

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

 

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

 

# **15.**                           OTHERINDEMNITIES

## ** **

## **15.1**                     Currency indemnity

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

 

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

 

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

 

that Obligorshall as an independent obligation, within 5 Business Days of demand, indemnifyeach Finance Party to whom that Sum is due against any cost, loss or liabilityarising out of or as a result of the conversion including any discrepancybetween (A) the rate of exchange used to convert that Sum from the FirstCurrency 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 in any jurisdiction to payany amount under the Finance Documents in a currency or currency unit otherthan that in which it is expressed to be payable.

 

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## **15.2**                     Other indemnities

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

 

(a)                                      the occurrence of any Event of Default;

 

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

 

(c)                                      funding, or making arrangements to fund, its participation in anAdvance requested by the relevant Borrower in a Utilisation Request but notmade by reason of the operation of any one or more of the provisions of thisAgreement (other than by reason of default or negligence by a Finance Party orany employee or agent of, or other person instructed by, such Finance Party);

 

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

 

(e)                                      any representation, warranty or statement given by a Dutch Borrowerin Clause 19.13(b) (*Professional Market Party Representations*)being incorrect when made or deemed to be made, provided that this Subclause15.2(e) shall not apply to any Lender or New Lender which makes amisrepresentation under Clause 19.13(a) (*Professional Market Party Representations*).

 

## **15.3**                     Indemnity to the Facility Agent

The Companyshall within 5 Business Days of demand indemnify the Facility Agent against anycost, loss or liability incurred by the Facility Agent (acting reasonably) as aresult of:

 

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

 

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

 

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

 

# **16.**                           MITIGATIONBY THE LENDERS

# ** **

## **16.1**                     Mitigation

(a)                                      Each Finance Party shall, in consultation with the Company, take allreasonable steps to mitigate any circumstances which arise and which wouldresult in any amount becoming payable under, or cancelled pursuant to, any ofClause 8.1 (*Illegality*),Clause 13 (*Taxgross-up*) or Clause 14 (*Increased costs*) including (but notlimited to) transferring its rights and obligations under the Finance Documentsto another Affiliate or Facility Office and, in such circumstances a Lenderwill, at the request of the Company but subject to the Company indemnifying itfor the costs of so doing, transfer its rights and obligations under theFinance Documents to another Affiliate or Facility Office.

 

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

 

## **16.2**                     Limitation of liability

(a)                                      The Borrower shall indemnify each Finance Party for all costs and expensesreasonably incurred by that Finance Party as a result of steps taken by itunder Clause 16.1 (*Mitigation*).

 

(b)                                     A Finance Party is not obliged to take any steps under Clause 16.1 (*Mitigation*)if, in the bona fide written opinion of that Finance Party, to do so would orwould be likely to have a material adverse effect upon its business, operationor financial condition or would involve it in any unlawful activity or anyactivity that 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 ANDEXPENSES

# ** **

## **17.1**                     Transaction expenses

The Companyshall within 5 Business Days of demand pay to the Facility Agent and theMandated 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 documents referred to in thisAgreement; and

 

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

 

## **17.2**                     Amendment costs

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

 

## **17.3**                     Enforcement costs

The Companyshall within 5 Business Days of demand, pay to each Finance Party the amount ofall costs and expenses (including legal fees) properly incurred by that FinanceParty in connection with the enforcement of, or the preservation of any rightsunder, any Finance Document or in investigating any possible Default of whichan Obligor or the Majority Lenders have given notice.

 

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**SECTION 7**

**GUARANTEE**

 

# **18.**                           GUARANTEEAND INDEMNITY

# ** **

## **18.1**                     Guarantee and indemnity

Each Guarantorirrevocably and unconditionally jointly and severally:

 

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

 

(b)                                     undertakes with each Finance Party that whenever a Borrower does notpay any amount when due under or in connection with any Finance Document, theGuarantor shall immediately on demand pay that amount as if it was theprincipal obligor; and

 

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

 

## **18.2**                     Continuing guarantee

This guaranteeis a continuing guarantee and will extend to the ultimate balance of sumspayable by any Obligor under the Finance Documents, regardless of anyintermediate payment or discharge in whole or in part.

 

## **18.3**                     Reinstatement

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

 

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

 

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

 

## **18.4**                     Waiver of defences

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

 

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

 

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

 

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

 

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

 

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

 

(f)                                        any unenforceability, illegality or invalidity of any obligation ofany person under any Finance Document or any other document or security to theintent that each Guarantor’s obligations under this Clause 18 shall remain infull force and its guarantee be construed accordingly, as if there were nounenforceability, illegality or invalidity; or

 

(g)                                     any insolvency or similar proceedings.

 

## **18.5**                     Immediate recourse

Each Guarantorwaives any right it may have of first requiring any Finance Party (or anytrustee or agent on its behalf) to proceed against or enforce any other rightsor 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

Until allamounts which may be or become payable by the Obligors under or in connectionwith the Finance Documents have been irrevocably paid in full, each FinanceParty (or any trustee or agent on its behalf) may:

 

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

 

(b)                                     hold in an interest-bearing suspense account any moneys receivedfrom any Guarantor or on account of any Guarantor’s liability under this Clause18.

 

## **18.7**                     Deferral of Guarantors’ rights

Until allamounts which may be or become payable by the Obligors under or in connectionwith the Finance Documents have been irrevocably paid in full and unless theFacility Agent otherwise directs, no Guarantor will exercise any rights whichit may have by reason of performance by it of its obligations under the FinanceDocuments:

 

(a)                                      to be indemnified by an Obligor;

 

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

 

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

 

## **18.8**                     Additional security

## ** **

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

 

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**SECTION 8**

**REPRESENTATIONS,UNDERTAKINGS AND EVENTS OF DEFAULT**

 

# **19.**                           REPRESENTATIONSAND WARRANTIES

# ** **

## **19.1**                     Representations and warranties

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

 

## **19.2**                     Status

(a)                                      It is, in the case of the Company, a public limited liabilitycompany (*naamlozevennootschap*), duly incorporated and validly existing under the lawsof The Netherlands;

 

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

 

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

 

## **19.3**                     Powers and authority

It has thepower 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**                     Legal validity

Each FinanceDocument to which it is or will be a party constitutes, or when executed inaccordance with its terms will constitute, its legal, valid and bindingobligation enforceable in accordance with its terms.

 

## **19.5**                     Non-conflict

The entry intoand performance by it of, and the transactions contemplated by, the FinanceDocuments do not and will not conflict with:

 

(a)                                      any law or regulation or judicial or official order of TheNetherlands or the jurisdiction of its incorporation or any other relevantjurisdiction; or

 

(b)                                     the constitutional documents of any Obligor; or

 

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

 

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

 

## **19.6**                     No default

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

 

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

 

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applicable condition or any combination of theforegoing, is reasonably likely to constitute) a default under any documentwhich is binding on any Group Company or any asset of any Group Company to anextent or in a manner which is reasonably likely to have a Material AdverseEffect.

 

## **19.7**                     Authorisations

AllAuthorisations required in connection with the entry into, performance, validityand enforceability of, and the transactions contemplated by, the FinanceDocuments have been obtained or effected (as appropriate) and are in full forceand effect.

 

## **19.8**                     Financial Statements

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

 

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

 

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

 

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

 

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

 

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

 

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

 

## **19.9**                     Litigation

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

 

## **19.10**               Information

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

 

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

 

## **19.11**               Times for making representations andwarranties

Therepresentations and warranties set out in this Clause 19:

 

(a)                                      other than in the case of Clauses 19.6 (*No default*), 19.8(b) (*FinancialStatements*), 19.10 (*Information*) and 19.13 (*ProfessionalMarket Party Representations*):

 

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

 

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

 

(b)                                     are, other than in the case of Clauses 19.6 (*No Default*), 19.8(b) (*FinancialStatements*), 19.10 (*Information*) and 19.13 (*ProfessionalMarket Party Representations*), deemed to be repeated by each Borroweron:

 

(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*), and19.10 (*Information*),are made by the Company on the date of this Agreement;

 

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

 

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

 

in each casewith reference to the facts and circumstances then existing.

 

## **19.12**               Acknowledgement of the Parties

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

 

## **19.13**               Professional Market Party Representations

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

 

(ii)                                    ifon the date on which a New Lender becomes a Lender, it is a requirement ofDutch law that such New Lender is a PMP, such New Lender represents andwarrants to each Party on the date on which it becomes a party to this Agreementas a Lender that it is a PMP;

 

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

 

(b)                                     Each Dutch Borrower:

 

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

 

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

 

# **20.**                           INFORMATIONUNDERTAKINGS

 

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**                     Financial Information

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

 

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

 

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

 

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

 

(b)

 

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

 

(ii)                     to the extent that the Company prepares them, as soon as the sameare available (and in any event within 90 days of the end of each of the firstthree financial quarters of each of its financial years) its consolidatedinterim report and accounts for that financial quarter and its interim reportand accounts for that financial quarter; and

 

(c)                                      together with the consolidated financial statements specified inparagraphs (a) and (b) above, a certificate signed by one of its ExecutiveOfficers on its behalf certifying that no Default is outstanding or, if aDefault is outstanding, specifying the Default and the steps, if any, beingtaken to remedy it.

 

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## **20.2**                     Compliance Certificates

## ** **

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

 

(b)                                     The Compliance Certificate shall:

 

(i)                        set out (in reasonable detail) computations as to compliance withClause 22.2 (*Financial Covenants*) as at the date as at which thosefinancial statements were drawn up;

 

(ii)                     confirm which Subsidiaries are Principal Subsidiaries;

 

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

 

(iv)                 confirmno Default has occurred and is continuing or, if a Default has occurred, whatDefault has occurred and the steps being taken to remedy that Default.

 

(c)                                      Each Compliance Certificate shall be signed by one Executive Officerand one senior officer of the Company and, if delivered with the consolidatedannual financial statements of the Company, be accompanied by a confirmationfrom the Company’s auditors that numbers have been properly extracted andcalculations properly made.

 

## **20.3**                     Basis of Preparation of FinancialStatements

(a)                                      The Company shall procure that:

 

(1)                     each set of its financial statements and those of the Group areprepared using GAAP (in the case of annual financial statements) or in a mannerconsistent with GAAP (in the case of other financial statements, reports andaccounts), accounting principles and practices and financial reference periodsconsistent with those applied in the preparation of  the Original Group Financial Statements; and

 

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

 

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

 

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

 

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

 

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Clause 22.2 (*Financial Covenants*) has been compliedwith and to make an accurate comparison between the financial positionindicated in those financial statements and the Original Group FinancialStatements.

 

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

 

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

 

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

 

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

 

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

 

## **20.4**                     Information - Miscellaneous

The Companyshall supply to the Facility Agent:

 

(a)                                      all documents (excluding documents despatched only to another memberof the Group) despatched by the Company to its shareholders (or any class ofthem) or all its bank lenders generally, holders of its debt securitiesgenerally, its trade creditors generally or its creditors generally at the sametime as they are despatched;

 

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

 

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

 

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

 

# **21.**                           GENERALUNDERTAKINGS

 

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.

 

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## **21.1**                     Notification of Default

The Companyshall notify the Facility Agent of any Default (and the steps, if any, beingtaken to remedy it) promptly upon becoming aware of it.

 

## **21.2**                     Authorisations

Each Obligorshall promptly:

 

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

 

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

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

 

## **21.4**                     Negative pledge

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(D)                 tothe extent that the amount secured has been increased, such Security shall notfall within this sub-paragraph (iii);

 

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

 

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

 

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

 

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

 

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

 

(viii)           anySecurity over or affecting any asset acquired by a Group Company after the dateof this Agreement **provided that**:

 

(A)                theSecurity was not created in contemplation of the acquisition of that asset by aGroup Company; and

 

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

 

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

 

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

 

(xi)                   any Security (a “**substitute Security**”) which replaces anyother Security permitted under sub-paragraphs (i) to (viii) (inclusive) above(an “**existingSecurity**”) to the extent that the Security secures an amount notexceeding the principal amount secured by such existing Security at the time itis replaced **provided that** (1) the existing Security to be replaced isreleased and all amounts secured thereby are paid or otherwise discharged infull at or prior to the time of such substitute Security being created orarising and (2) such substitute Security does not extend to cover assets notpreviously subject to that existing Security; or

 

(xii)                anyother Security created or outstanding, but only if the aggregate principalamount of Borrowings secured by all Security created or outstanding under thisexception on or over any assets of any member of the Group, when taken togetherwith the aggregate principal amount of unsecured Borrowings pursuant toClause 21.7(l) below (*Subsidiary Borrowings*) does not at anytime exceed euro 2,600,000,000.

 

(c)                                      The Company shall supply to the Facility Agent, within 5 BusinessDays of a request by the Facility Agent, a certificate signed by an ExecutiveOfficer certifying:

 

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

 

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

 

as at the dateof the Facility Agent’s request.

 

## **21.5**                     Disposals

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

 

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

 

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

 

(ii)                     a disposal of obsolete or waste assets;

 

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

 

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

 

(v)                    any disposal or series of related disposals by Group Companiesrealising net disposal proceeds of euro 50,000,000 or less or itsequivalent in any other currency (**provided that** the aggregate net disposalproceeds of all disposals permitted under this paragraph (b)(v) shall notexceed euro 250,000,000);

 

(vi)                 paymentsof dividends, unless such payment constitutes an Event of Default under Clause23.15 (*Dividendsand other distributions*);

 

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

 

(viii)           disposalswith the prior written consent of the Majority Lenders.

 

## **21.6**                     Merger

The Companyshall not enter into any statutory merger (*juridische fusie*) without the priorwritten consent of the Majority Lenders.

 

## **21.7**                     Subsidiary Borrowings

No GroupCompany (other than the Company), will incur or have outstanding any Borrowingsother than:

 

(a)                                      any Borrowings, **provided that** the Total Commitments arecancelled in an amount (net of taxes, fees, costs and expenses) equal to theprincipal amount of such Borrowings promptly upon their incurrence and Advancesthereupon are

 

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

 

(b)                                     Borrowings which constitute a Project Borrowing;

 

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

 

(d)                                     Borrowings owed by an Additional Guarantor;

 

(e)                                      Borrowings under this Agreement;

 

(f)                                        Borrowings owed to another Group Company;

 

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

 

(h)                                     Cash-backed Borrowings;

 

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

 

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

 

(k)                                      Borrowings owed by SNT Group NV (or any of its 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), doesnot exceed euro 2,600,000,000 (or its equivalent in other currencies) atany time.

 

## **21.8**                     Change of business

The Companyshall procure that no substantial change is made to the general nature of thebusiness of the Group taken as a whole from that carried on at the date of thisAgreement.

 

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

The Companywill procure that (for as long as it is a Borrower) each Additional Borrowerremains its Subsidiary.

 

## **21.10**               Notification of Credit Ratings

The Companyshall:

 

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

 

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(b)                                     promptly notify the Facility Agent if at any time the Company doesnot, for whatever reason, have a Credit Rating.

 

## **21.11**               KPN Telecom

The Company shall procure that:

 

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

 

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

 

# **22.**                           FINANCIALCOVENANTS

# ** **

## **22.1**                     Financial Definitions

(a)                                      In this Agreement:

 

“**Cash**”means:

 

(i)                        cash in hand, demand deposits, short term deposits for periods up to180 days and similar money market instruments;

 

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

 

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

 

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

 

the faceamounts of certificates of deposit issued by a bank or other regulatedfinancial institution; and

 

(iv)                 anyother instrument, security or investment approved in writing by the MajorityLenders,

 

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

 

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

 

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

 

(ii)                     before deducting tax in any relevant jurisdiction;

 

(iii)                  before deducting amortisation of any goodwill and any costs incurredin relation to acquisitions (including licences acquired) (to the extent thatthese are expensed);

 

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

 

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

 

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

 

(vii)              beforetaking into account any provision against liabilities to be incurred in afuture period to the extent that the same would otherwise be taken intoaccount;

 

(viii)           beforededucting depreciation; and

 

(ix)                   after taking into account any dividends or capital distributionsreceived from any associate interests or joint venture interests of a GroupCompany,

 

and, for thepurposes of this definition, “extraordinary items” mean material itemspossessing a high degree of abnormality which arise from events or transactionsthat fall outside the ordinary activities of the reporting entity and which arenot expected to recur, and “exceptional items” mean material items which derivefrom events or transactions that fall within the ordinary activities of thereporting entity and which individually or, if of a similar type, in aggregate,need to be disclosed by virtue of their size and incidence if the financial statementsare to fairly represent the consolidated financial condition of the Group.

 

“**FinancialTest Date**” means each of 30 June and 31 December.

 

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

 

“**Net InterestExpense**” for any period means the Interest that has accrued duringthat period as an obligation of any Group Company (whether or not paid orcapitalised during or deferred for payment after such period), but adjusted totake account of:

 

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

 

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

 

and excludingany fees or premia arising in connection with a buy back or tender offer fordebt issuances of the Group.

 

“**RelevantPeriod**” means (notwithstanding that such period commenced prior tothe date hereof) each period of twelve months ending on a Financial Test Date.

 

“**TotalConsolidated Net Borrowings**” on any date means the aggregateprincipal amount for each Group Company (on a consolidated basis and withoutdouble counting) of Borrowings (excluding any amount falling within paragraph(e) of the definition thereof), less the aggregate (on a consolidated basis andwithout double counting):

 

(a)                     Cash; and

 

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

 

(c)                     of Group Companies on that date.

 

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

 

## **22.2**                     Financial Covenants

(a)                                      Each Obligor will procure that:

 

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

 
| **Financial Test Date**                                       |   | **Ratio** |   |
|---------------------------------------------------------------|--------|-----------|--------|
| 30 June 2003                                                  |   | 3.5:1     |   |
| 31 December 2003                                              |   | 3.5:1     |   |
| 30 June 2004 and any Financial Test Date falling  thereafter. |   | 4:1       |   |

 

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

 

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

 
| **Financial Test Date**                                       |   | **Ratio** |   |
|---------------------------------------------------------------|--------|-----------|--------|
| 30 June 2003                                                  |   | 3.5:1     |   |
| 31 December 2003                                              |   | 3.5:1     |   |
| 30 June 2004 and any Financial Test Date falling  thereafter. |   | 3.0:1     |   |

 

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

 

# **23.**                           EVENTS OFDEFAULT

# ** **

## **23.1**                     Events of Default

Each of theevents set out in Clauses 23.2 (*Non-payment*) to 23.15 (*Dividendsand other distributions*) (inclusive) is an Event of Default.

 

## **23.2**                     Non-payment

An Obligordoes 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.

 

## **23.3**                     Breach of Financial Covenants

An Obligordoes not comply with any provision of Clause 22.2 (*Financial Covenants*).

 

## **23.4**                     Breach of other obligations

An Obligordoes not comply with any provision of the Finance Documents (other than thosereferred to in Clause 23.2 *(Non-Payment*) and Clause 23.3 (*Breach ofFinancial Covenants*)) and such failure (if capable of remedy beforethe expiry of such period) continues unremedied for a period of 30 days fromthe date on which the Facility Agent gives notice to the Company requiring thesame to be remedied.

 

## **23.5**                     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 19.13(b) (*ProfessionalMarket Party Representations*) but without prejudice to the otherrights of the Finance Parties under this Agreement or under applicable law andwithout prejudice to any other Event of Default which may occur by reason ofany representation and warranty set out in Clause 19.13(b) (*ProfessionalMarket Party Representations*) being incorrect in any materialrespect when made or deemed to be made or repeated otherwise by reason of aLender not being a PMP) is incorrect in any material respect when made ordeemed to be made or repeated.

 

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## **23.6**                     Cross-default

(a)                                      Any Borrowings of any Obligor or Principal Subsidiary are not paidwhen due or within any applicable grace period provided in the documentationtherefor; or

 

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

 

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

 

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

 

except thatthis Clause 23.6 shall not apply to Borrowings of the Obligors and thePrincipal Subsidiaries the principal or settlement amounts of which are inaggregate euro 25,000,000 or less.

 

## **23.7**                     Insolvency

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

 

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

 

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

 

## **23.8**                     Compositions etc

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

 

## **23.9**                     Insolvency proceedings

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

 

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

 

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

 

## **23.10**               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.

 

## **23.11**               Analogous proceedings

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

 

## **23.12**               Unlawfulness

It is orbecomes unlawful for any Obligor to perform any of its obligations under theFinance Documents.

 

## **23.13**               Repudiation

Any Obligorrepudiates a Finance Document.

 

## **23.14**               Material adverse change

Any event orseries of events (including, without limitation, any relating to an Obligor orany Principal Subsidiary) occurs which is likely to have a Material AdverseEffect.

 

## **23.15**               Dividends and other distributions

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

 

(i)                                     dividends of up to euro 25,000,000 in aggregate in any financialyear of the Company pursuant to Article 35 of the articles of association ofthe Company as at the date of this Agreement in respect of the special share offorty eight Eurocent (euro 0.48) held by the State of The Netherlands and any Bpreference shares of twenty four Eurocent (euro 0.24) that may be issued afterthe date of this Agreement to the Foundation for the Protection of KPN (*StichtingBescherming KPN*); or

 

(ii)                     any dividend payable on preference shares.

 

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

 

## **23.16**               Acceleration

On and at anytime after the occurrence of an Event of Default which is continuing theFacility Agent may, and shall if so directed by the Majority Lenders, by noticeto the Company:

 

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

 

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

 

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

 

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

 

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**SECTION 9**

**CHANGES TO PARTIES**

 

# **24.**                           CHANGESTO THE LENDERS

# ** **

## **24.1**                     Assignments and transfers by the Lenders

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

 

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

 

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

 

to any bank orfinancial institution (the “**New Lender**”).

 

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

 

## **24.2**                     Conditions of assignment or transfer

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

 

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

 

(c)                                      If:

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

 

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

 

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

 

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

 

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

 

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

 

(iii)                               if the New Lender is not a Verifiable PMP the Company’s consent mustnot be unreasonably delayed or withheld. The Company will be deemed to havegiven its consent 10 Business Days after the Existing Lender has requested itunless (A) such consent is expressly refused by the Company within that time onthe basis that the New Lender is not a PMP, or (B) the Company has in goodfaith indicated that it is unable to determine whether the proposed New Lenderqualifies as a PMP.

 

## **24.3**                     Assignment or transfer fee

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

 

## **24.4**                     Limitation of responsibility of ExistingLenders

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

 

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

 

(ii)                     the financial condition of any Obligor;

 

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

 

(iv)                 theaccuracy of any statements (whether written or oral) made in or in connectionwith any Finance Document or any other document,

 

and anyrepresentations or warranties implied by law are excluded.

 

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

 

(i)                        has made (and shall continue to make) its own independentinvestigation and assessment of the financial condition and affairs of eachObligor and its related entities in connection with its participation in thisAgreement and has not relied exclusively on any information provided to it bythe Existing Lender in connection with any Finance Document; and

 

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

 

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

 

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

 

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

 

## **24.5**                     Procedure for transfer

(a)                                      Subject to the conditions set out in Clause 24.2 (*Conditionsof assignment or transfer*) a transfer is effected in accordance withparagraph (b) below when the Facility Agent executes an otherwise dulycompleted Transfer Certificate delivered to it by the Existing Lender and theNew Lender.  The Facility Agent shall,as soon as reasonably practicable after receipt by it of a duly completedTransfer Certificate appearing on its face to comply with the terms of thisAgreement and delivered in accordance with the terms of this Agreement, executethat Transfer Certificate.

 

(b)                                     On the Transfer Date:

 

(i)                        to the extent that in the Transfer Certificate the Existing Lenderseeks to transfer by novation its rights and obligations under the FinanceDocuments each of the Obligors and the Existing Lender shall be released fromfurther obligations towards one another under the Finance Documents and theirrespective rights against one another shall be cancelled (being the “**DischargedRights and Obligations**”);

 

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

 

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

 

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

 

## **24.6**                     Confidentiality

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

 

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(a)                                      to its auditors, accountants, legal counsel and tax advisers, to anyother professional advisers appointed to act in connection with the FinanceDocuments 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 any proposed sub-participation(or party to any actual sub-participation) or other arrangement with, anyLender permitted pursuant to this Agreement, **provided that** before any suchdisclosure (except with respect to the disclosure of this Clause 24.6 (*Confidentiality*),  such assignee, transferee, substitute orother party expressly undertakes to the Facility Agent and the Company inwriting to be bound by this Clause 24.6 (*Confidentiality*) irrespective of whethersuch assignment, transfer, substitution or other arrangement shall proceed;

 

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

 

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

 

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

 

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

 

(g)                                     to any Group Company.

 

# **25.**                           CHANGESTO THE OBLIGORS

# ** **

## **25.1**                     Assignments and transfer by Obligors

No Obligor mayassign any of its rights or transfer any of its rights or obligations under theFinance Documents.

 

## **25.2**                     Additional Borrowers

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

 

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

 

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

 

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

 

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

 

(b)                                     The Facility Agent shall notify the Company and the Lenders promptlyupon being satisfied that it has received (in form and substance satisfactoryto it) all the documents and other evidence listed in Part II of Schedule 2 (*ConditionsPrecedent*).

 

## **25.3**                     Resignation of a Borrower

The Companymay request that a Borrower (other than the Company) in respect of which noAdvance is outstanding hereunder (including any other amounts in relationthereto) ceases to be a Borrower by entering into a supplemental agreement tothis Agreement in such form as the Facility Agent may reasonably require whichshall discharge that Borrower’s obligations hereunder.

 

## **25.4**                     Additional Guarantors

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

 

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

 

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

 

(b)                                     The Facility Agent shall notify the Company and the Lenders promptlyupon being satisfied that it has received (in form and substance satisfactoryto it) all the documents and other evidence listed in Part II of Schedule 2 (*Conditionsprecedent*)

 

## **25.5**                     Repetition of Representations

Delivery of anAccession Letter constitutes confirmation by the relevant Subsidiary that therepresentations to be made by that Subsidiary in accordance with Clause 19.11 (*Times formaking representations and warranties*) are true and correct inrelation to it as at the date of delivery as if made by reference to the factsand circumstances then existing.

 

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**SECTION 10**

**THE FINANCE PARTIES**

 

# **26.**                           ROLE OF THEFACILITY AGENT AND THEMANDATED LEAD ARRANGERS

# ** **

## **26.1**                     Appointment of the Facility Agent

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

 

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

 

## **26.2**                     Duties of the Facility Agent

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

 

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

 

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

 

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

 

## **26.3**                     Role of the Mandated Lead Arrangers

Except asspecifically 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.

 

## **26.4**                     No fiduciary duties

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

 

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

 

## **26.5**                     Business with the Group

The FacilityAgent 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.

 

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## **26.6**                     Rights and discretions of the FacilityAgent

(a)                                      The Facility Agent may rely on:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

## **26.7**                     Majority Lenders’ instructions

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

 

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

 

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

 

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

 

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

 

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## **26.8**                     Responsibility for documentation

Neither theFacility Agent nor any Mandated Lead Arranger:

 

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

 

(b)                                     is responsible for the legality, validity, effectiveness, adequacyor enforceability of any Finance Document or any other agreement, arrangementor document entered into, made or executed in anticipation of or in connectionwith any Finance Document.

 

## **26.9**                     Exclusion of liability

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

 

(b)                                     No Party may take any proceedings against any officer, employee oragent of the Facility Agent in respect of any claim it might have against theFacility 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 the Facility Agent may rely on this Clause.

 

(c)                                      The Facility Agent will not be liable for any delay (or any relatedconsequences) in crediting an account with an amount required under the FinanceDocuments to be paid by the Facility Agent if that Facility Agent has taken allnecessary steps as soon as reasonably practicable to comply with theregulations or operating procedures of any recognised clearing or settlement systemused by the Facility Agent for that purpose.

 

## **26.10**               Lenders’ indemnity to the Facility Agent

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

 

## **26.11**               Resignation of the Facility Agent

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

 

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

 

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

 

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

 

(e)                                      The retiring Facility Agent shall, at its own cost, make availableto the successor Facility Agent such documents and records and provide suchassistance as the successor Facility Agent may reasonably request for thepurposes of performing its functions as Facility Agent under the FinanceDocuments.

 

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

 

(g)                                     Upon the appointment of a successor, the retiring Facility Agentshall be discharged from any further obligation in respect of the FinanceDocuments but shall remain entitled to the benefit of this Clause 26.  Its successor and each of the other Partiesshall have the same rights and obligations amongst themselves as they wouldhave had if such successor had been an original Party.

 

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

 

## **26.12**               Confidentiality

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

 

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

 

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

 

## **26.13**               Relationship with the Lenders

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

 

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(b)                                     Each Lender shall supply the Facility Agent with any informationrequired by the Facility Agent in order to calculate the Mandatory Cost inaccordance with Schedule 8 (*Mandatory Cost Formulae*).

 

## **26.14**               Credit appraisal 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 tothe Facility Agent and each Mandated Lead Arranger that it has been, and willcontinue to 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 of each Group Company;

 

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

 

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

 

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

 

## **26.15**               Reference Banks

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

 

# **27.**                           CONDUCT OFBUSINESS BY THE FINANCEPARTIES

# ** **

No provisionof this Agreement will:

 

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

 

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

 

(c)                                      oblige any Finance Party to disclose any information relating to itsaffairs (tax or otherwise) or any computations in respect of Tax.

 

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# **28.**                           SHARINGAMONG THE LENDERS

# ** **

## **28.1**                     Payments to Lenders

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

 

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

 

(b)                                     the Facility Agent shall determine whether the receipt or recoveryis in excess of the amount the Recovering Lender would have been paid had thereceipt or recovery been received or made by the Facility Agent and distributedin accordance with Clause 29 (*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 three Business Days of demand bythe Facility Agent, pay to the Facility Agent an amount (the “**SharingPayment**”) equal to such receipt or recovery less any amount whichthe Facility Agent determines may be retained by the Recovering Lender as itsshare of any payment to be made, in accordance with Clause 29.5 (*Partialpayments*).

 

## **28.2**                     Redistribution of payments

The FacilityAgent shall treat the Sharing Payment as if it had been paid by a Borrower anddistribute it between the Finance Parties (other than the Recovering Lender) inaccordance with Clause 29.5 (*Partial payments*).

 

## **28.3**                     Recovering Lender’s rights

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

 

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

 

## **28.4**                     Reversal of redistribution

If any part ofthe Sharing Payment received or recovered by a Recovering Lender becomesrepayable and is repaid by that Recovering Lender, then:

 

(a)                                      each Lender which has received a share of the relevant SharingPayment pursuant to Clause 28.2 (*Redistribution of payments*) shall, uponrequest of the Facility Agent, pay to the Facility Agent for the account ofthat Recovering Lender an amount equal to its share of the  Sharing Payment (together with an amount asis necessary to reimburse that Recovering Lender for its proportion of anyinterest on the Sharing Payment which that Recovering Lender is required topay); and

 

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

 

## **28.5**                     Exceptions

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

 

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

 

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

 

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

 

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**SECTION 11**

**ADMINISTRATION**

 

# **29.**                           PAYMENTMECHANICS

# ** **

## **29.1**                     Payments to the Facility Agent

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

 

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

 

## **29.2**                     Distributions by the Facility Agent

Each paymentreceived by the Facility Agent under the Finance Documents for another Partyshall, subject to Clause 29.3 (*Distributions to an Obligor*) and Clause29.4 (*Clawback*)be made available by the Facility Agent as soon as practicable after receipt tothe Party 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 the Facility Agent by not less than 5 Business Days’notice with a bank in the principal financial centre of the country of thatcurrency (or, in relation to euro, in the principal financial centre of aParticipating Member State or London).

 

## **29.3**                     Distributions to an Obligor

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

 

## **29.4**                     Clawback

(a)                                      Where a sum is to be paid to the Facility Agent under the FinanceDocuments for another Party, the Facility Agent is not obliged to pay that sumto that other Party (or to enter into or perform any related exchange contract)until it has been able to establish to its absolute satisfaction that it hasactually received that sum.

 

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

 

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## **29.5**                     Partial payments

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

 

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

 

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

 

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

 

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

 

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

 

(c)                                      Paragraphs (a) and (b) above will override any appropriation made byan Obligor.

 

## **29.6**                     No set-off by Obligor

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

 

## **29.7**                     Business Days

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

 

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

 

## **29.8**                     Currency of account

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

 

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

 

(c)                                      Each payment of interest shall be made in the currency in which thesum in respect of which the interest is payable was denominated when thatinterest accrued.

 

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

 

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

 

## **29.9**                     Change of currency

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

 

(i)                        any reference in the Finance Documents to, and any obligationsarising under the Finance Documents in, the currency of that country shall betranslated into, or paid in, the currency or currency unit of that countrydesignated by the Facility Agent (after consultation with the Company); and

 

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

 

(b)                                     If a change in any currency of a country occurs, this Agreementwill, to the extent the Facility Agent (acting reasonably and afterconsultation with the Company) specifies to be necessary, be amended to complywith any generally accepted conventions and market practice in the EuropeanInterbank Market and otherwise to reflect the change in currency.

 

# **30.**                           SET-OFF

 

Following theoccurrence 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 different currencies, the Finance Partymay convert either obligation at a market rate of exchange in its usual courseof business for the purpose of the set-off.

 

# **31.**                           NOTICES

# ** **

## **31.1**                     Communications in 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 orletter or to the extent that the relevant Party has specified such addresspursuant to Clause 31.2 (*Addresses*) by e-mail, and in the case ofthe notification of rates of interest by the Facility Agent pursuant to Clause9.4 (*Notificationof Rates of Interest*) and in the case of the delivery of anydocument by the Facility Agent pursuant to paragraph (a) of Clause 26.2 (*Duties ofthe Facility Agent*), the Facility Agent may refer the relevant Partyor Parties (by fax or letter (or if so specified) e-mail) to a web site and tothe location of the

 

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relevantinformation on such web site in discharge or such notification or deliveryobligation.

 

## **31.2**                     Addresses

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

 

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

 

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

 

(iii)                  in the case of the Facility Agent, that identified in Clause31.2(b),

 

or anysubstitute 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 31.2(b)(a), the relevant details are asfollows:

 

(i)                        the Company:

 
| Koninklijke  KPN N.V.       |              |   |
|-----------------------------|-------------------|--------|
| Maanplein  5                |              |   |
| 2516  CK ‘s-Gravenhage |              |   |
| The  Netherlands            |              |   |
| Attn:                       | C J  Boogaerdt    |   |   |
| Tel:                        | +31  70 446 0259  |   |   |
| Fax:                        | + 31  70 446 4302 |   |   |

 

(ii)                     the Facility Agent:

 

ABN AMRO BankN.V.

 

ForCredit matters:

 
| Attn:   |   | Simon  Beedleston, Agency Europe |
|---------|--------|----------------------------------|
| Tel:    |   | +44  207 678 6661                |
| Fax:    |   | +44  207 678 6021                |
| e-mail: |   | simon.beedleston@uk.abnamro.com  |

 

ForAdministrative matters:

 
| Attn:   |   | Amber  Buchan, Agency Services |
|---------|--------|--------------------------------|
| Tel:    |   | +44  207 678 6014              |
| Fax:    |   | +44  207 678 6021              |
| e-mail: |   | amber.buchan@uk.abnamro.com    |

 

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## **31.3**                     Delivery

## ** **

(a)                                      Any communication or document made or delivered by one person toanother under or in connection with the Finance Documents will only beeffective:

 

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

 

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

 

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

 

and, if aparticular department or officer is specified as part of its address details providedunder Clause 31.2 (*Addresses*), if addressed to thatdepartment or officer.

 

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

 

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

 

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

 

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

 

## **31.4**                     Notification of address and fax number

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

 

## **31.5**                     English language

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

 

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

 

(i)                        in English; or

 

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

 

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

 

# **32.**                           CALCULATIONSAND CERTIFICATES

# ** **

## **32.1**                     Accounts

In anylitigation or arbitration proceedings arising out of or in connection with aFinance Document, the entries made in the accounts maintained by a FinanceParty are *primafacie* evidence of the matters to which they relate.

 

## **32.2**                     Certificates and 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 thematters to which it relates.

 

## **32.3**                     Day count convention

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

 

# **33.**                           PARTIALINVALIDITY

 

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

 

# **34.**                           REMEDIESAND WAIVERS

 

No failure toexercise, nor any delay in exercising, on the part of any Finance Party, anyright or remedy under the Finance Documents shall operate as a waiver, norshall any single or partial exercise of any right or remedy prevent any furtheror other exercise or the exercise of any other right or remedy.  The rights and remedies provided in thisAgreement are cumulative and not exclusive of any rights or remedies providedby law.

 

# **35.**                           AMENDMENTSAND WAIVERS

# ** **

## **35.1**                     Required consents

(a)                                      Subject to Clause 35.2 (*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 hereby so authorised by eachFinance Party), on behalf of any Finance Party, any amendment or waiverpermitted by this Clause.

 

## **35.2**                     Exceptions

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

 

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

 

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

 

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

 

(iv)                 anincrease in or extension in duration of a Commitment which does not arise fromthe exercise of any right under Clause 7.2 (*Extension of Termination Date*);

 

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

 

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

 

(vii)              Clause2.2 (*Lenders’rights and obligations*), Clause 7.2 (*Extension of Termination Date*),Clause 18 (*Guaranteeand Indemnity*), Clause 24 (*Changes to the Lenders*), Clause 28 (*SharingAmong the Lenders*) or this Clause 35,

 

shall not bemade without the prior consent of all the Lenders.

 

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

 

# **36.**                           COUNTERPARTS

# ** **

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

 

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**SECTION 12**

**GOVERNING LAW AND ENFORCEMEN****T**

 

# **37.**                           GOVERNING LAW

# ** **

This Agreementis governed by English law.

 

# **38.**                           ENFORCEMENT

# ** **

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

 

(b)                                     **Serviceof Process**

 

Withoutprejudice to any other mode of service allowed under any relevant law, eachObligor (other than an Obligor incorporated in England and Wales):

 

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

 

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

 

**This Agreement has been entered into on the datestated at the beginning of this Agreement.**

 

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**SCHEDULE 1**

**THE ORIGINAL LENDERS**

 
| **Name**                                                  |   | **Commitment** |              |
|-----------------------------------------------------------|--------|----------------|-------------------|
|                                                      |   | **(euro)**     |              |
| ABN AMRO Bank N.V.                                        |   | 178,571,428.57 |              |
| Bank of America, N.A.                                     |   | 178,571,428.57 |              |
| Citibank N.A., London Branch                              |   | 178,571,428.58 |              |
| Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. |   | 178,571,428.57 |              |
| Deutsche Bank Luxembourg S.A.                             |   | 178,571,428.57 |              |
| ING Bank N.V.                                             |   | 178,571,428.57 |              |
| JPMorgan Chase Bank                                       |   | 178,571,428.57 |              |
| Credit Suisse First Boston                                |   | 100,000,000.00 |              |
| HVB Banque Luxembourg Société Anonyme           |   | 75,000,000.00  |              |
| Scotiabank Europe plc                                     |   | 75,000,000.00  |              |
| **Total**                                                 |   | **euro**       | **1,500,000,000** | ** ** |
|                                                           |        |                |                   |  |

** **

**73**

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** **

**SCHEDULE 2**CONDITIONS PRECEDENT

** **

**Part 1**Conditions Precedent To Signing

** **

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

 

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

 

3.

 

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

 

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

 

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

 

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

 

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

 

(b)                                     a specimen of the signature of each person authorised by theresolution referred to in paragraph (a) above or authorised by a subpower of attorney (*ondervolmacht*) acceptable to the FacilityAgent; and

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

** **

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

 

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

 

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

 

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

 

(ii)                                      authorising a specified person or persons to execute the AccessionLetter 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 Additional Obligor confirmingthat the borrowing or guaranteeing, as appropriate, of the Total Commitments infull would not cause any borrowing guaranteeing or similar limit binding on itto be exceeded.

 

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

 

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

 

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

 

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

 

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

 

10.                           If the Additional Obligor is incorporated in a jurisdiction otherthan England and Wales, a legal opinion of the legal advisers to the MandatedLead Arrangers and the Facility

 

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

 

11.                           If the proposed Additional Obligor is incorporated in a jurisdictionother than England and Wales, evidence that the process agent specified inClause 38(b) (*Service of process*) has accepted its appointment in relationto the proposed Additional Obligor.

 

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

 

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**SCHEDULE 3**UTILISATION REQUEST

** **
| From:     |   | [*Borrower*]        |
|-----------|--------|---------------------|
|      |   |                |
| To:       |   | [*Facility  Agent*] |
|      |   |                |
| Dated:    |   |                |
|      |   |                |
| Dear Sirs |   |                |

** **

**Koninklijke KPN N.V. – euro 1,500,000,000 CreditAgreementdated [**•**], 2003 (the “Credit Agreement”)**

 

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

 

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

 
| Proposed  Utilisation Date: |   | [       ]  (or, if that is not a Business Day, the next Business Day) |
|-----------------------------|--------|----------------------------------------------------------------------------------------------------------|
| Currency of  Advance:       |   | [       ]                                                             |
| Amount:                     |   | [       ]                                                             |
| Interest  Period:           |   | [       ]                                                             |

 

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

 

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

 

5.                                 This Utilisation Request is irrevocable.

 
| Yours  faithfully                             |
|-----------------------------------------------|
|                                          |
|                                          |
|                                          |   |   |
| authorised  signatory for                     |
| [Koninklijke  KPN N.V.]/[Additional Borrower] |

** **

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**SCHEDULE 4**THE MARGIN 

 

| **Credit  Rating of the Company**                                      |   | **Margin  (per cent. per annum)** |   |
|------------------------------------------------------------------------|--------|-----------------------------------|--------|
| A+/A1 or higher                                                        |   | 0.45                              |   |
| A/A2                                                                   |   | 0.50                              |   |
| A-/A3                                                                  |   | 0.60                              |   |
| BBB+/Baal                                                              |   | 0.80                              |   |
| BBB/Baa2                                                               |   | 1.00                              |   |
| BBB-/Baa3                                                              |   | 1.20                              |   |
| Lower than BBB-/Baa3 or no rating from either  S&P or Moody’s |   | 3.25                              |   |

 

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**SCHEDULE 5**FORM OF TRANSFER CERTIFICATE

** **
| To:    |   | [      ]  as Facility Agent                                                               |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                    |
| From:  |   | [*The  Existing Lender*] (the “**Existing Lender**”) and [*The New  Lender*] (the “**New Lender**”) |
|   |   |                                                                                                                    |
| Dated: |   |                                                                                                                    |

** **

**Koninklijke KPN N.V. – euro 1,500,000,000 CreditAgreementdated [**•**], 2003 (the “Credit Agreement”)**

 

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

 

2.                                 We refer to Clause 24.5 (*Procedure for transfer*) of the CreditAgreement:

 

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

 

(b)                                     The proposed Transfer Date is[            ].

 

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

 

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

 

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

 

5.                                 This Transfer Certificate is governed by English law.

 

**THE SCHEDULE**

 

**Commitment/rights and obligations to be transferred**

 

[*insertrelevant details*][*FacilityOffice address, fax number and attention details for notices and accountdetails for payments,*]

 

 
| [Existing Lender] |   | [New Lender] |
|-------------------|--------|--------------|
|              |   |         |
| By:               |   | By:          |

 

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This TransferCertificate is accepted by the Facility Agent and the Transfer Date isconfirmed as[           ].

 
| [Facility Agent] |   |   |
|------------------|--------|--------|
|             |   |   |
| By:              |   |   |

 

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**SCHEDULE 6**FORM OF COMPLIANCE CERTIFICATE

** **
| To:       |   | [         ]  as Facility Agent |
|-----------|--------|-----------------------------------------------------------------------------|
|      |   |                                                                        |
| From:     |   | Koninklijke  KPN N.V                                                        |
|      |   |                                                                        |
| Dated:    |   |                                                                        |
|      |   |                                                                        |
| Dear Sirs |   |                                                                        |

** **

**Koninklijke KPN N.V. – euro 1,500,000,000 CreditAgreementdated [**•**], 2003 (the “Credit Agreement”)**

 

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

 

2.                                 We confirm that:

 

(a)                                      the ratio of EBITDA to Net Interest Expense is[        ]; and the covenant containedin paragraph (a)(i) of Clause 22.2 (*Financial Covenants*) [has/has not] beencomplied with;

 

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

 

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

 

(d)                                     our Principal Subsidiaries are [          ].

 

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

 
| Signed: |                  |   |
|---------|-----------------------|--------|
|    | Authorised  Signatory |
|    | Of                    |
|    | Koninklijke  KPN N.V  |

 

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**           If this statementcannot be made, the certificate should identify any Default that is continuingand the steps, if any, being taken to remedy it.

 

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**SCHEDULE 7**TIMETABLES

 
|                                                                                                                                                             |   | **Advances  in euro**                                                             |   | **Advances  in  sterling and  dollars**                                           |   | **Advances  in  other currencies**                                                |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------|
|                                                                                                                                                             |   |                                                                              |   |                                                                              |   |                                                                              |
| Delivery of  a duly completed Utilisation Request (Clause 5.1 (*Delivery of a Utilisation Request*))                                                             |   | 11 a.m.  London time, 3 Business Days prior to the proposed Utilisation Date |   | 11 a.m.  London time, 3 Business Days prior to the proposed Utilisation Date |   | 10 a.m.  London time, 3 Business Days prior to the proposed Utilisation Date      |
|                                                                                                                                                             |   |                                                                              |   |                                                                              |   |                                                                              |
| Facility  Agent determines (in relation to a Utilisation) the Base Currency Amount of  the Advance, if required under Clause 5.4 (*Lenders’ participation*) |   | N/A                                                                               |   | 11 a.m.  London time, 3 Business Days prior to the proposed Utilisation Date |   | 11 a.m.  London time, 3 Business Days prior to the proposed Utilisation Date |
|                                                                                                                                                             |   |                                                                              |   |                                                                              |   |                                                                              |
| Facility  Agent notifies the Lenders of the Advance in accordance with Clause 5.4 (*Lenders’  participation*)                                               |   | Promptly  upon receipt from the Borrower                                          |   | Promptly  upon receipt from the Borrower                                          |   | Promptly  upon receipt from the Borrower                                          |
|                                                                                                                                                             |   |                                                                              |   |                                                                              |   |                                                                              |
| Facility  Agent receives a notification from a Lender under Clause 6.2 (*Unavailability  of a currency*)                                                         |   | N/A                                                                               |   | N/A                                                                               |   | Quotation  Day as of 9 a.m. London time                                           |
|                                                                                                                                                             |   |                                                                              |   |                                                                              |   |                                                                              |
| Facility  Agent gives notice in accordance with Clause 6.2 (*Unavailability of a currency*)                                                                      |   | N/A                                                                               |   | N/A                                                                               |   | Upon receipt  of notification from the Lenders                                    |
|                                                                                                                                                             |   |                                                                              |   |                                                                              |   |                                                                              |
| LIBOR or  EURIBOR is fixed                                                                                                                                       |   | Quotation  Day as of 10 a.m. London time in respect of EURIBOR                    |   | Quotation  Day as of 11 a.m. London time                                          |   | Quotation  Day as of 11 a.m. London time                                          |

 

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**SCHEDULE 8**MANDATORY COST FORMULAE

** **

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

 

2.                                 On the first day of each Interest Period (or as soon as possiblethereafter) the Facility Agent shall calculate, as a percentage rate, a rate(the****“**AdditionalCost Rate**”) for each Lender, in accordance with the paragraphs setout below.  The Mandatory Cost will becalculated by the Agent as a weighted average of the Lenders’ Additional CostRates (weighted in proportion to the percentage participation of each Lender inthe relevant Advance) calculated by the Facility Agent and will be expressed asa percentage rate per annum.

 

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

 

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

 

(a)                                      in relation to a domestic sterling Advance:

 
| AB + C(B-D)  + E x 0.01 | per cent.  per annum |
|-------------------------|----------------------|
| 100 – (A +  C)     |

 

(b)                                     in relation to an Advance in any currency other than domesticsterling:

 
| E x 0.01 | per cent.  per annum. |
|----------|-----------------------|
| 300      |

 

Where:

 

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

 

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

 

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

 

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

 

E                                         is designed to compensate the Facility Agent for amounts payableunder the Fees Rules and is calculated by the Facility Agent as being theaverage of the most recent rates of charge supplied by the Reference Banks tothe Facility Agent pursuant to paragraph 7 below and expressed in pounds per£1,000,000.

 

5.                                 For the purposes of this Schedule:

 

(a)                                      “**Eligible Liabilities**” and “**Special Deposits**” have themeanings given to them from time to time under or pursuant to the Bank ofEngland Act 1998 or (as may be appropriate) by the Bank of England;

 

(b)                                     “**Fees Rules**” means the rules on periodic fees contained in theFSA Supervision Manual or such other law or regulation as may be in force fromtime to time in respect of the payment of fees for the acceptance of deposits;

 

(c)                                      “**Fee Tariffs**” means the fee tariffs specified in the Fees Rulesunder the activity group A.1 Deposit acceptors (ignoring any minimum fee orzero rated fee required pursuant to the Fees Rules but taking into account anyapplicable discount rate); and

 

(d)                                     “**Tariff Base**” has the meaning given to it, and will becalculated in accordance with, the Fees Rules.

 

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

 

7.                                 If requested by the Agent, each Reference Bank shall, as soon aspracticable after publication by the Financial Services Authority, supply tothe Facility Agent, the rate of charge payable by that Reference Bank to theFinancial Services Authority pursuant to the Fees Rules in respect of therelevant financial year of the Financial Services Authority (calculated forthis purpose by that Reference Bank as being the average of the Fee Tariffsapplicable to that Reference Bank for that financial year) and expressed inpounds per £1,000,000 of the Tariff Base of that Reference Bank.

 

8.                                 Each Lender shall supply any information required by the FacilityAgent for the purpose of calculating its Additional Cost Rate.  In particular, but without limitation, eachLender shall supply the following information on or prior to the date on whichit becomes a Lender;

 

(a)                                      the jurisdiction of its Facility Office; and

 

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(b)                                     any other information that the Facility Agent may reasonably requirefor such purpose.

 

Each Lender shall promptly notify the Facility Agentof any change to the information provided by it pursuant to this paragraph.

 

9.                                 The percentages of each Lender for the purpose of A and C above andthe rates of charge of each Reference Bank for the purpose of E above shall bedetermined by the Facility Agent based upon the information supplied to itpursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lendernotifies the Facility Agent to the contrary, each Lender’s obligations inrelation to cash ratio deposits and Special Deposits are the same as those of atypical bank from its jurisdiction of incorporation with a Facility Office inthe same jurisdiction as its Facility Office.

 

10.                           The Facility Agent shall have no liability to any person if suchdetermination results in an Additional Cost Rate which over or undercompensates any Lender and shall be entitled to assume that the informationprovided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8above is true and correct in all respects.

 

11.                           The Facility Agent shall distribute the additional amounts receivedas a result of the Mandatory Cost to the Lenders on the basis of the AdditionalCost Rate for each Lender based on the information provided by each Lender andeach Reference Bank pursuant to paragraphs 3, 7 and 8 above.

 

12.                           Any determination by the Facility Agent pursuant to this Schedule inrelation to a formula, the Mandatory Cost, an Additional Cost Rate or anyamount payable to a Lender shall, in the absence of manifest error, beconclusive and binding on all Parties.

 

13.                           The Facility Agent may from time to time, after consultation withthe Company and the Lenders, determine and notify to all Parties any amendmentswhich are required to be made to this Schedule in order to comply with  any change in law, regulation or anyrequirements from time to time imposed by the Bank of England, the FinancialServices Authority or the European Central Bank (or, in any case, any otherauthority which replaces all or any of its functions) and any suchdetermination shall, in the absence of manifest error, be conclusive andbinding on all Parties.

 

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**SCHEDULE 9******

**FORM OF ACCESSION LETTER**

** **
| To:    |   | [        ]  as Facility Agent |
|--------|--------|-----------------------------------------------------------------------|
|   |   |                                                                  |
| From:  |   | [*Subsidiary*]  and Koninklijke KPN N.V.                              |
|   |   |                                                                  |
| Dated: |   |                                                                  |

 

DearSirs

 

**Koninklijke KPN N.V. – euro 1,500,000,000 FacilityAgreement****dated [**•**],2003 (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 25 (*Changes to the Obligors*) of the Facility Agreement.  [*Subsidiary*] is a company duly incorporatedunder the laws of [*name of relevant jurisdiction*].

 

2.                                 [*Subsidiary’s*]administrative details are as follows:

 

Address:

 

Fax No:

 

Attention:

 

3.                                 This letter is governed by English law.

 

[ThisGuarantor Accession letter is entered into by deed.]

 

KoninklijkeKPN N.V.            [Subsidiary]

 

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**SIGNATURES**

 
| **The Company**                                                |                |
|----------------------------------------------------------------|---------------------|
|                                                           |                |   |
| **KONINKLIJKE KPN N.V.**                                       |                |
|                                                           |                |   |
| By:                                                            | **LEON MERKUN**     |   |
|                                                           |                |   |
|                                                           |                |   |
| **The Original Guarantor**                                     |                |
|                                                           |                |   |
| **KONINKLIJKE KPN N.V.**                                       |                |
|                                                           |                |   |
| By:                                                            | **LEON MERKUN**     |   |
|                                                           |                |   |
|                                                           |                |   |
| **The Mandated Lead Arrangers**                                |                |
|                                                           |                |   |
| **ABN AMRO BANK N.V.**                                         |                |
|                                                           |                |   |
| By:                                                            | **JOHN STAFFORD**   |   |
|                                                           |                |   |
|                                                           |                |   |
| **BANC OF AMERICA SECURITIES LIMITED**                         |
|                                                           |                |   |
| By:                                                            | **JOHN STAFFORD**   |   |
|                                                           |                |   |
|                                                           |                |   |
| **CITIGROUP GLOBAL MARKETS LIMITED**                           |
|                                                           |                |   |
| By:                                                            | **JOHN STAFFORD**   |   |
|                                                           |                |   |
|                                                           |                |   |
| **COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK  B.A.** |
|                                                           |                |   |
|                                                           |                |   |
| By:                                                            | **JOHN STAFFORD**   |   |
|                                                           |                |   |
|                                                           |                |   |
| **CREDIT SUISSE FIRST BOSTON**                                 |                |
|                                                           |                |   |
|                                                           |                |   |
| By:                                                            | **GARRETT LYNSKEY** | **SERGIO DI-LIETO** |
|                                                           |                |   |
|                                                           |                |   |
| **DEUTSCHE BANK AG**                                           |                |
|                                                           |                |   |
| By:                                                            | **GOETZ LAUE**      | **TINA KLEIN** |

 

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| **HVB LUXEMBOURG SOCIÉTÉ ANONYME**                   |
|----------------------------------------------------------------|
|                                                           |   |   |
| By:                                                            | **JOHN STAFFORD** |   |
|                                                           |   |   |
|                                                           |   |   |
| **ING BANK N.V.**                                              |   |
|                                                           |   |   |
| By:                                                            | **JOHN STAFFORD** |   |
|                                                           |   |   |
|                                                           |   |   |
| **J.P. MORGAN PLC**                                            |   |
|                                                           |   |   |
| By:                                                            | **JOHN STAFFORD** |   |
|                                                           |   |   |
|                                                           |   |   |
| **SCOTIABANK EUROPE PLC**                                      |   |
|                                                           |   |   |
| By:                                                            | **JOHN STAFFORD** |   |
|                                                           |   |   |
|                                                           |   |   |
| **The Original Lenders**                                       |   |
|                                                           |   |   |
| **ABN AMRO BANK N.V.**                                         |   |
|                                                           |   |   |
| By:                                                            | **JOHN STAFFORD** |   |
|                                                           |   |   |
|                                                           |   |   |
| **BANK OF AMERICA, N.A.**                                      |   |
|                                                           |   |   |
| By:                                                            | **JOHN STAFFORD** |   |
|                                                           |   |   |
|                                                           |   |   |
| **CITIBANK N.A., LONDON BRANCH**                               |   |
|                                                           |   |   |
| By:                                                            | **JOHN STAFFORD** |   |
|                                                           |   |   |
|                                                           |   |   |
| **COÖPERATIEVE CENTRALE  RAIFFEISEN-BOERENLEENBANK B.A.** |
|                                                           |   |   |
| By:                                                            | **JOHN STAFFORD** |   |
|                                                           |   |   |
|                                                           |   |   |
| **DEUTSCHE BANK LUXEMBOURG S.A.**                              |   |
|                                                           |   |   |
| By:                                                            | **GERD MEYER** | **CHRISTOPH KOCH** |
|                                                           |   |   |
|                                                           |   |   |
| **ING BANK N.V.**                                              |   |
|                                                           |   |   |
| By:                                                            | **JOHN STAFFORD** |   |
|                                                           |   |   |
|                                                           |   |   |
| **JPMORGAN CHASE BANK**                                        |   |
|                                                           |   |   |
| By:                                                            | **JOHN STAFFORD** |   |

 

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| **CREDIT SUISSE FIRST BOSTON**                      |                |
|-----------------------------------------------------|---------------------|
|                                                |                |   |
| By:                                                 | **GARRETT LYNSKEY** | **SERGIO DI-LIETO** |
|                                                |                |   |
|                                                |                |   |
| **HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME** |                |
|                                                |                |   |
| By:                                                 | **JOHN STAFFORD**   |   |
|                                                |                |   |
|                                                |                |   |
| **SCOTIABANK EUROPE PLC**                           |                |
|                                                |                |   |
| By:                                                 | **JOHN STAFFORD**   |   |
|                                                |                |   |
|                                                |                |   |
| **The Facility Agent**                              |                |
|                                                |                |   |
| **ABN AMRO BANK N.V.**                              |                |
|                                                |                |   |
| By:                                                 | **C. MYLREA**       | **P. MORGAN** |

 

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