##### 



Private & Confidential
    
    CONFORMED COPY
 Dated 3 November 2004
 £1,000,000,000 Revolving Credit Facilities
for
 BRITISH SKY BROADCASTING GROUP PLC
 Guaranteed by
CERTAIN SUBSIDIARIES OF
BRITISH SKY BROADCASTING GROUP PLC
 Arranged by
BARCLAYS CAPITAL
CITIGROUP GLOBAL MARKETS LIMITED
DEUTSCHE BANK AG LONDON
J.P. MORGAN PLC
and
THE ROYAL BANK OF SCOTLAND PLC
 Agent
BARCLAYS BANK PLC
 
 FACILITY AGREEMENT




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Contents
 Clause
    
    PageSECTION 1
    
    
    1INTERPRETATION
    
    
    11 Interpretation
    
    
    12 Construction
    
    
    13SECTION 2 THE FACILITIES
    
    
    173 The Facilities
    
    
    174 Purpose
    
    
    175 Conditions of Utilisation
    
    
    17SECTION 3 UTILISATION
    
    
    196 Utilisation
    
    
    197 Optional Currencies
    
    
    23SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION
    
    
    248 Repayment
    
    
    249 Prepayment and cancellation
    
    
    24SECTION 5 COSTS OF UTILISATION
    
    
    2710 Interest
    
    
    2711 Interest Periods
    
    
    2812 Changes to the calculation of interest
    
    
    2813 Fees
    
    
    29SECTION 6 ADDITIONAL PAYMENT OBLIGATIONS
    
    
    3114 Tax gross up and indemnities
    
    
    3115 Increased costs
    
    
    3416 Other indemnities
    
    
    3517 Mitigation by the Lenders
    
    
    3618 Costs and expenses
    
    
    36SECTION 7 GUARANTEE
    
    
    3719 Guarantee and indemnity
    
    
    37SECTION 8 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
    
    
    44




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Clause
    
    Page20 Representations
    
    
    4421 General undertakings
    
    
    4722 Events of Default
    
    
    53SECTION 9 CHANGES TO PARTIES
    
    
    5623 Changes to the Lenders
    
    
    5624 Changes to the Obligors
    
    
    59SECTION 10
    
    
    60THE FINANCE PARTIES
    
    
    6025 Role of the Agent and the Mandated Lead Arrangers
    
    
    6026 Conduct of business by the Finance Parties
    
    
    6427 Sharing among the Finance Parties
    
    
    64SECTION 11 ADMINISTRATION
    
    
    6628 Payment mechanics
    
    
    6629 Set-off
    
    
    6830 Notices
    
    
    6931 Calculations and certificates
    
    
    7032 Partial invalidity
    
    
    7033 Remedies and waivers
    
    
    7034 Amendments and waivers
    
    
    7035 Counterparts
    
    
    71SECTION 12 GOVERNING LAW AND ENFORCEMENT
    
    
    7236 Governing law
    
    
    7237 Enforcement
    
    
    72SchedulesSchedule 1 The Original Parties
    
    
    73Part I  The Obligors
    
    
    73Part II
 The Agent and the Original Lenders
    
    
    74Schedule 2 Conditions precedent to initial Utilisation
    
    
    79Schedule 3 Requests
    
    
    80Part I  Utilisation Request
    
    
    80




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Clause
    
    PagePart II  Utilisation Request
    
    
    81Schedule 4 Mandatory Cost formulae
    
    
    82Schedule 5 Form of Transfer Certificate
    
    
    85Schedule 6 Form of Deed of Guarantor Accession
    
    
    86Schedule 7 Documents and evidence to be delivered by Acceding Guarantors
    
    
    87Schedule 8 Form of Deed of Borrower Accession
    
    
    88Schedule 9 Documents and evidence required to be delivered by the Additional Borrower
    
    
    89Schedule 10 Form of Resignation Letter
    
    
    90Schedule 11 Form of Compliance Certificate
    
    
    91Schedule 12 Timetables
    
    
    93Schedule 13 Form of Letter of Credit
    
    
    94




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THIS
AGREEMENT BETWEEN
 (1)
    
    BRITISH SKY BROADCASTING GROUP PLC(the Original Borrower);(2)
    
    BRITISH SKY BROADCASTING GROUP PLCand THE SUBSIDIARIESofBRITISH SKY
BROADCASTING GROUP PLClisted in Part I of Schedule 1
(The Original Parties) as original
guarantors (the Original Guarantorsand each an Original Guarantor);(3)
    
    BARCLAYS CAPITAL, CITIGROUP GLOBAL MARKETS LIMITED, DEUTSCHE BANK AG
LONDON, J.P. MORGAN PLCand THE ROYAL BANK OF SCOTLAND PLC(the Mandated
Lead Arrangers,and each an MLA);(4)
    
    THE FINANCIAL INSTITUTIONSlisted in Part II of
Schedule 1 (The Original Parties) as
lenders (the Original Lendersand each an Original Lender); and(5)
    
    BARCLAYS BANK PLCas agent of the Lenders (the Agent).
 IT IS AGREED
 SECTION 1
INTERPRETATION
 1
    
    Interpretation1.1
    
    PurposeThis Agreement sets out the terms and conditions upon and subject to which the Lenders
agree, according to their several obligations, to make available to the Borrowers under the
guarantee of the Guarantors, a revolving credit facility of up to £1,000,000,000 or the
equivalent in Optional Currencies (i) for the purpose of refinancing the Existing £600
million Facility; (ii) for general corporate purposes; and (iii) to finance the working
capital or capital expenditure requirements of the Group.1.2
    
    DefinitionsIn this Agreement, unless the context otherwise requires:Acceding Guarantorsmeans those Group Members who have become a party to this Agreement
as Guarantors pursuant to clause 19.17 (Acceding Guarantors);Additional Borrowermeans, following the Permitted Scheme, either (i) HoldCo or (ii)
Intermediate HoldCo, in each case, if it becomes an additional borrower of the Facilities
in accordance with clause 19.18 (Additional Borrower);Additional Cost Ratemeans, in relation to any period, a percentage calculated for such
period at an annual rate determined by the application of the formula set out in Schedule 4
(Mandatory Cost formulae);Affiliatemeans, in relation to any person, a Subsidiary of that person or a Holding
Company of that person or any other Subsidiary of that Holding Company;Agentmeans Barclays Bank PLC of 5 the North Colonnade, Canary Wharf, London E14 4BB or
such other person as may be appointed agent for the Lenders pursuant to clause 25.11
(Resignation of the Agent);Agents Spot Rate of Exchangemeans the Agents spot rate of exchange for the purchase of
any relevant currency with the Base Currency in the London foreign exchange market at or
about 11:00 a.m. on a particular day;Authorised Officermeans any director, employee or officer of the Ultimate Holding
Company or any other Obligor authorised to sign Authorised Officers Compliance
Certificates, Utilisation
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Requests and other notices, requests or confirmations referred to in this Agreement or
relating to the Facilities;Available Commitmentmeans a Lenders Commitment under the Facility minus:
 (a)
    
    the Base Currency Amount of its participation in any outstanding Utilisations; and(b)
    
    in relation to any proposed Utilisation, the Base Currency Amount of its participation in any
Loans or other Utilisations that are due to be made on or before the proposed Utilisation
Date, other than that Lenders participation in any Utilisations that are due to be repaid or
prepaid on or before the proposed Utilisation Date;
 Available Facilitymeans the aggregate for the time being of each Lenders Available Commitment
in respect of the Facility;Availability Periodmeans the period from the date of this Agreement and ending on the
Termination Date or the period ending on such earlier date (if any) (i) on which the whole of the
undrawn Commitments are cancelled or (ii) on which the Commitments are reduced to zero pursuant to
clauses 22.2 (Acceleration) or 9.1 (Illegality);Banking Daymeans:
 (a)
    
    unless (b) below applies, a day (other than a Saturday or Sunday) on which banks are
open for business in:
 (i)
    
    London; and(ii)
    
    if a payment is required in an Optional Currency (other than euros), the
principal financial centre of the country of such Optional Currency; and
 (b)
    
    in relation to a rate fixing for euros only, a TARGET Day;
 Base Currencymeans Sterling;Base Currency Amountmeans, in relation to a Utilisation, the amount specified in the
Utilisation Request delivered by the Borrower for that Utilisation (or, if the amount requested is
not denominated in the Base Currency, that amount converted into the Base Currency at the Agents
Spot Rate of Exchange on the date which is three Banking Days before the Utilisation Date or, if
later, on the date the Agent receives the Utilisation Request and, in the case of a Letter of
Credit, as adjusted pursuant to clause 6.5.9 (Revaluation of
Letters of Credit) at six-monthly
intervals) adjusted to reflect any repayment, (other than a repayment arising from a change of
currency), prepayment, consolidation or division of the Utilisation;Borrowersmeans the Original Borrower and the Additional Borrower unless the Original
Borrower or the Additional Borrower (as the case may be) has ceased to be a Borrower in
accordance with clause 19.20 (Resignation of a Borrower) (and Borrowershall mean either of
them, as relevant);Break Costsmeans the amount (if any) by which:
 (a)
    
    the interest which a Lender should have received for the period from the date of receipt of
all or any part of its participation in a Loan or Unpaid Sum to the last day of the current
Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid
Sum received been paid on the last day of that Interest Period;
 exceeds:
 (b)
    
    the amount which that Lender would be able to obtain by placing an amount equal to the
principal amount or Unpaid Sum received by it on deposit with a leading bank in the
Relevant Interbank Market for a period starting on the Banking Day following receipt or
recovery and ending on the last day of the current Interest Period;
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Broadcasting Lawmeans the Broadcasting Act 1990 (as supplemented by the Broadcasting Act
1996 and as amended by the Communications Act 2003) and all other laws, statutes, regulations and
judgments relating to broadcasting applicable to the Ultimate Holding Company (or any of its
Subsidiaries) and/or the business carried on by the Ultimate Holding Company (or any of its
Subsidiaries);Cash and Cash Equivalentsmeans, at any time:
 (a)
    
    cash in hand or on deposit with any acceptable institution (including cash held in a Cash
Collateral Account);(b)
    
    certificates of deposit, maturing within one year after the relevant date of calculation,
issued by an acceptable bank;(c)
    
    any investment in marketable obligations issued or guaranteed by the government of the
United Kingdom, the United States of America or any other nation approved by the Agent
or by an instrumentality or agency of the government of the United Kingdom, the United
States of America or any other nation approved by the Agent having an equivalent credit
rating and a maturity within one year after the relevant date of calculation;(d)
    
    open market commercial paper:
 (i)
    
    for which a recognised trading market exists;(ii)
    
    issued in the United Kingdom, the United States of America or other nation
approved by the Agent;(iii)
    
    which matures within 90 days of the relevant date of calculation; and(iv)
    
    which has a credit rating of either A-1 by Standard & Poors or FitchlBCA or P-1
by Moodys, or, if no rating is available in respect of the commercial paper, the
issuer of which has, in respect of its long-term debt obligations, an equivalent
rating; or
 (e)
    
    any other instrument, security or investment approved by the Majority Lenders,
 in each case, to which any member of the Group is beneficially entitled at that time and which is
capable of being applied against Indebtedness. An acceptable institutionfor this purpose is a
commercial bank, investment fund or trust company which has a rating of A or higher by Standard &
Poors or FitchlBCA or A2 or higher by Moodys or a comparable rating from an internationally
recognised credit rating agency for its long-term debt obligations or has been approved by the
Majority Lenders;Cash Collateral Accountmeans an interest bearing blocked deposit account in the name of the
relevant Borrower opened, or to be opened, with the Agent or other relevant Finance Party (as the
relevant provision of any Finance Document so provides) pursuant to or otherwise in connection
with any Finance Document;Collateral Instrumentsmeans notes, bills of exchange, certificates of deposit and other
negotiable and non-negotiable instruments, guarantees, and any other documents or instruments
which contain or evidence an obligation (with or without security) to pay, discharge or be
responsible directly or indirectly for, any Indebtedness or liabilities under the Finance
Documents and includes Encumbrances;Commitmentmeans:
 (a)
    
    in relation to an Original Lender, the amount in the Base Currency set opposite its name
under the heading Commitment in Part II of Schedule 1 (The Original Parties) and the
amount of any other Commitment transferred to it under this Agreement; and(b)
    
    in relation to any other Lender, the amount in the Base Currency of any Commitment
transferred to it under this Agreement,
 to the extent not cancelled, reduced or transferred by it under this Agreement;
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Compliance Certificatemeans either a certificate provided by the Ultimate Holding Company in
accordance with paragraph 12 of Schedule 2 (Conditions
Precedent) or a certificate in relation to
compliance (or otherwise) with the undertakings in clause 21.3 (Financial undertakings), in each
case substantially in the form of Schedule 11 (Form of Compliance Certificate);Consolidated Interest Chargesmeans, in respect of each Half-Yearly Period in each financial
year of the Group, the aggregate amount of interest, discounts, finance charges and/or fees
accrued during that Half-Yearly Period in respect of Total Debt including, for this purpose, any
acceptance commission in respect of any bills of exchange or other negotiable instruments, any
initial issue discounts allowed on the issue of debentures attributable to such Half-Yearly Period
(calculated on a pro rata basis by reference to the initial term for which such debentures were
issued) and the interest component of rentals under Finance Leases, and after deduction of the
aggregate amount of interest received in respect of deposits held with any banks or on commercial
paper owned by any Group Member during the same Half-Yearly Period of the Group;Debt Instrumentmeans any debenture, bond, note, loan stock or other similar security evidencing
Indebtedness;Deed of Borrower Accessionmeans a deed to be executed and delivered by the Additional Borrower
substantially in the form of Schedule 8 (Form of Deed of Borrower Accession);Deed of Guarantor Accessionmeans a deed to be executed and delivered by the relevant Group
Member substantially in the form of Schedule 6 (Form of Deed of Guarantor Accession);Deed of Subordinationmeans any instrument evidencing subordination and priority arrangements
entered or to be entered into pursuant to clause 21.2.5 (Indebtedness);Default means an Event of Default or any event or circumstance specified in clause 22 (Events of
Default) which would (with the expiry of a grace period, the giving of notice, the making of any
determination (in each case under or pursuant to the Finance Documents) or any combination of any
of the foregoing) be an Event of Default;Disclosure Lettermeans the letter of even date written by the Ultimate Holding Company to the
Agent;EBITDAmeans, in respect of a Half-Yearly Period, the consolidated operating profit of the
Group:
 (a)
    
    in relation to each Half-Yearly Period in each financial year as shown in the relevant
unaudited consolidated profit and loss account provided to the Agent under this
Agreement before:
 (i)
    
    depreciation; and(ii)
    
    amortisation of goodwill but, for the avoidance of doubt, not before any charge
for the amortisation of any cost or expense incurred in relation to the acquisition of
rights to or in connection with any programmes or films;
 but adjusted by excluding any EBITDA (whether positive or negative and as determined in
accordance with this definition) of any Special Purpose Subsidiary; and(b)
    
    in relation to the second Half-Yearly Period in each financial year only, as shown in the
relevant audited consolidated profit and loss account provided to the Agent under this
Agreement before the items referred to in (a)(i) and (ii) above and as adjusted as referred
to in (a) above and (in each case) by the deduction of the amount calculated under (a)
above in relation to the first Half-Yearly Period in such financial year,
 having made such adjustments and making such further adjustments as may be appropriate in the
opinion of the auditors of the Ultimate Holding Company in order that all such amounts are
calculated in accordance with the Original Accounting Principles;
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Encumbrancemeans any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation,
assignment, trust arrangement or security interest of any kind securing any obligation of any
person or any other type of preferential arrangement excluding (i) retention of title arrangements
in contracts entered into in the ordinary course of trading, (ii) liens arising in the ordinary
course of trading by operation of law, (iii) contractual set-off or netting arrangements with a
clearing bank in the United Kingdom in respect of overdraft facilities made available to any Group
Member(s), and entered into for the netting of Group credit and debit balances maintained with that
bank, contractual set-off or netting arrangements entered into with a financial institution in
respect of multiple hedging transactions with such financial institution, (iv) liens or pledges
created or subsisting in the ordinary course of trading over documents of title, insurance policies
or sale contracts in relation to goods or assets supplied, to secure the purchase price of such
goods or assets and (v) deposits or escrow arrangements in the ordinary course of trading in
connection with the acquisition of any goods or assets or the financing of any such acquisition or
to secure performance bonds;Environmental Lawmeans any law or regulation relating to (a) the pollution, conservation or
protection of the environment (both natural and built), (b) the creation, storage, handling and
disposal of industrial waste and hazardous substances and (c) health and safety at work or
elsewhere but excluding the Planning Acts (being the Town and Country Planning Act 1990, the
Planning (Listed Buildings and Conservation Areas) Act 1990, the Planning (Consequential
Provisions) Act 1990 and subordinate legislation made thereunder);EURIBORmeans, in relation to any Loan or overdue amount in euro:
 (a)
    
    the applicable Screen Rate; or(b)
    
    (if no Screen Rate is available for the period of that Loan or overdue amount) the
arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the
Agent at its request quoted by the Reference Banks to leading banks in the European
interbank market,
 as of the Specified Time on the Quotation Day for the offering of deposits in euro for a period
comparable to the Interest Period of the relevant Loan;euroand
 mean the single currency of Participating Member States introduced in accordance
with the provisions of Article 109(1)4 of the Treaty and in respect of all payments to be made
under the Finance Documents in euro means immediately available, freely transferable funds;Event of Defaultmeans any event or
circumstance specified as such in clause 22 (Events of
Default);Executive Officersmeans, in relation to the Ultimate Holding Company, the Chief Executive, the
Chief Operating Officer, the Head of Legal and Business Affairs, the Managing Director of Sky
Networks, the Chief Financial Officer, the Managing Director of Sky Sports and the Company
Secretary and any other officer of the Ultimate Holding Company who, at any relevant time, is
responsible for all or any of the management functions of any such person as at the date of this
Agreement in place of such person and, in relation to any other Obligor, its Directors;Existing £600 million Facilitymeans the £600,000,000 multi-currency revolving credit facility
made available to British Sky Broadcasting Group plc on the terms and conditions set out in an
agreement dated 20 March 2003 (as amended from time to time) in respect of which Barclays Bank PLC
acts as agent;Expiry Datemeans, in respect of a Letter of Credit, the last day of its Term;Facilitymeans the revolving loan facility made available under this Agreement as described in
clause 3 (The Facilities);Facility Officemeans the office or offices notified by a Lender to the Agent in writing on or
before the date it becomes a Lender (or, following that date, by not less than five Banking Days
written notice) as the office or offices through which it will perform its obligations under this
Agreement;
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Fee Lettermeans any letter or letters between the Mandated Lead Arrangers and the Ultimate
Holding Company (or the Agent and the Ultimate Holding Company) setting out the terms of any of the
fees referred to in clause 13 (Fees);Finance Documentmeans this Agreement, the Mandate Letter, any Transfer Certificate, any Fee
Letter, any Deed of Subordination, any Deed of Guarantor Accession, any Deed of Borrower Accession,
any Letter of Credit, and any other document designated as such by the Agent and the Ultimate
Holding Company;Finance Leasemeans a lease treated as a finance lease in accordance with Statement of Standard
Accounting Practice 21 as amended or as substituted by any generally accepted accounting principles
in the United Kingdom from time to time;Finance Partiesmeans the Agent, the Mandated Lead Arrangers and the Lenders, and Finance
Partymeans any of them;Financial Definitionsmeans the definitions of each of Consolidated Interest Charges, EBITDA,
Net Debt and Total Debt;Groupmeans (i) before the effective date of the Permitted HoldCo Scheme, the Original Borrower
and its Subsidiaries, excluding, for the avoidance of doubt, any joint venture company in which
the Group Members, taken as a whole, have a minority shareholding, or do not have the right to
appoint or remove a majority of its board of directors, or do not have sole control of a majority
of the voting rights in it and (ii) on and from the effective date of the Permitted HoldCo Scheme,
the Ultimate Holding Company and its Subsidiaries excluding, for the avoidance of doubt, any joint
venture company in which the Group Members, taken as a whole, have a minority shareholding, or do
not have the right to appoint or remove a majority of its board of directors, or do not have sole
control of a majority of the voting rights in it;Group Membermeans any member of the Group;Guaranteed Liabilitiesmeans all moneys, obligations and liabilities expressed to be guaranteed
by the Guarantors in clause 19.1 (Covenant to pay);Guarantorsmeans the Original Guarantors and any Acceding Guarantor (other than any such
Original Guarantor or Acceding Guarantor as has been released from this Agreement pursuant to
clause 19.19 (Release of Guarantors) and has not since become an Acceding Guarantor again pursuant
to clause 19.17 (Acceding Guarantors));Half-Yearly Periodmeans each reporting period for the Group of six months ending on 30th June
or 31st December in any year;Hedging Arrangementsmeans any arrangements, whether by way of swap, cap, collar or otherwise in
relation to the hedging of any interest rate or currency exposure of any Group Member which, in
each case, has a term which is greater than twelve months from the relevant date of calculation
pursuant to the provisions of clause 21.3 (Financial
undertakings);HoldCo Scheme means a solvent scheme of arrangement under section 425 Companies Act 1985 or
other solvent reorganisation or reconstruction under English law pursuant to which on the
effective date of such scheme, reorganisation or reconstruction (i) a company incorporated in
England for the purposes of such scheme, reorganisation or
reconstruction (HoldCo) becomes directly or indirectly the holder of the entire issued share capital of the Original Borrower and
(ii) immediately following implementation of such scheme, reorganisation or reconstruction the
shareholders in the Original Borrower become holders of a materially equivalent proportion of the
share capital of HoldCo to that which they held in the Original Borrower before such scheme,
reorganisation or reconstruction was effected;Holding Companymeans a holding company within the meaning of section 736 Companies Act, 1985;Incapacitymeans in relation to a person the death, bankruptcy, unsoundness of mind, insolvency,
liquidation, dissolution, winding-up, administration, receivership, amalgamation,
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reconstruction or other incapacity of that person whatsoever (and, in the case of a partnership,
includes the termination or change in the composition of the partnership);Indebtednessmeans any obligation for the payment or repayment of money, whether as principal or
surety, and whether present or future, in respect of:
 (a)
    
    money borrowed or raised and debit balances at banks;(b)
    
    any bond, note, loan stock, debenture or other similar debt instrument;(c)
    
    any amount raised by acceptance or documentary credit facilities;(d)
    
    receivables sold or discounted (other than on a non-recourse basis);(e)
    
    deferred payments for assets or services acquired (other than in the ordinary course of
trading or pursuant to a genuine trade dispute);(f)
    
    the capital element of Finance Leases;(g)
    
    any other transaction (including forward sale or purchase agreements) having the
commercial effect of a borrowing or raising of money, or of any of (a) to (f) above;(h)
    
    any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or
documentary letter of credit or any other instrument (other than any such guarantee,
indemnity, bond, standby or documentary letter of credit or other instrument which relates
solely to a performance obligation) issued by a bank or financial institution; and(i)
    
    without duplication, guarantees in respect of the obligations of any person falling within
any of (a) to (h) above;
 Interest Periodmeans, in relation to a Loan, each period determined in accordance with clause
11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with
clause 10.3 (Default interest);Intermediate HoldCo Schememeans a solvent scheme of arrangement under section 425 Companies Act
1985 or other solvent reorganisation or reconstruction under English law pursuant to which on the
effective date of such scheme, reorganisation or reconstruction a
company (Intermediate HoldCo)
incorporated in England for the purposes of such scheme, reorganisation or reconstruction, and
which is a wholly owned Subsidiary of the Original Borrower, becomes the holder of the entire
issued share capital of certain or all of the Subsidiaries of the Original Borrower;LC Limitmeans £100,000,000 (or its equivalent in Optional Currencies);LC Liabilitiesmeans, in relation to any Letter of Credit, at any relevant time, the stated
maximum principal amount that may be or become payable to the beneficiary of such Letter of Credit
and/or any amount that had been properly paid by the Lenders to such beneficiary but which has not
been reimbursed to the Lenders pursuant to 6.5.3(b) (Claims under
a Letter of Credit), less the
aggregate amount of any cash cover (not including any cash cover lodged by any Lender) held in
relation to that Letter of Credit or such lesser amount as the Agent may agree with the Ultimate
Holding Company, both acting in good faith, represents the maximum liability of the Lenders in
respect thereof;Lendermeans:
 (a)
    
    any Original Lender; and(b)
    
    any bank or financial institution which has become a Party in accordance with clause 23
(Changes to the Lenders),
 which in each case has not ceased to be a Party in accordance with the terms of this Agreement;
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Letter of Credit or LCmeans any guarantee, bond, indemnity, letter of credit, or any
other instrument of suretyship or payment, issued, undertaken or made or, as the case may be,
proposed to be issued, undertaken or made by the Lenders under this Agreement at the request of
either of the Borrowers, in each case in a form substantially similar to that set out in Schedule
13 (Form of Letter of Credit) or otherwise on terms agreed between the Agent (with the prior
consent of the Lenders) and the Ultimate Holding Company (each acting reasonably) and as the same
may be varied from time to time;LIBORmeans, in relation to any Loan or overdue amount due in a currency other than euro:
 (a)
    
    the applicable Screen Rate; or(b)
    
    (if no Screen Rate is available for the currency or period of that Loan or overdue
amount)
the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to
the Agent at its request quoted by the Reference Banks to leading banks in the London
interbank market,
 as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that
Utilisation and for a period comparable to the Interest Period for that Loan;Licencesmeans licences granted under any Broadcasting Law and held by any Group Member;Loanmeans a loan made or to be made by way of cash advance under the Facility or the principal
amount outstanding for the time being of that loan;Majority Lendersmeans:
 (a)
    
    if there are no Utilisations then outstanding, a Lender or Lenders whose Commitments
aggregate more than 662/3% of the Total Commitments (or, if the Total
Commitments have
been reduced to zero, 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 participation in the Utilisations then
outstanding aggregate more than 662/3% of all the Utilisations then
outstanding;
 Mandate Lettermeans the letter, dated 1 October 2004, between the Ultimate Holding Company and
the Mandated Lead Arrangers;Mandated Lead Arrangersor MLAsmeans Barclays Capital of 5 the North Colonnade, Canary Wharf,
London E14 4BB, Citigroup Global Markets Limited of 33 Canada Square, Canary Wharf, London E14
5LB, Deutsche Bank AG London of Winchester House, 1 Great Winchester Street, London EC2N 2DB, J.P.
Morgan plc of 125 London Wall, London EC2Y 5AJ and The Royal Bank of Scotland plc of 135
Bishopsgate, London EC2M 3UR;Mandatory Costmeans the percentage rate per annum calculated by the Agent in accordance with
Schedule 4 (Mandatory Cost formulae);Marginmeans the rate per annum calculated
in accordance with 10.1.1 (Calculation of Margin);monthmeans a period beginning in one calendar month and ending in the next calendar month on
the day numerically corresponding to the day of the calendar month on which it started, provided
that (i) if the period started on the last Banking Day in a calendar month or if there is no such
numerically corresponding day, it shall end on the last Banking Day in such next calendar month
and (ii) if such numerically corresponding day is not a Banking Day, the period shall end on the
next following Banking Day in the same calendar month but if there is no such Banking Day it shall
end on the preceding Banking Day and months and monthly shall be construed accordingly;Net Debtmeans Total Debt excluding, for the purposes of this definition only, any amounts in
respect of item (a) and, when such preference share capital is not redeemable, item (b) of the
definition of Total Debt, less:
 8




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(i)
    
    the aggregate principal amount of Subordinated Loans;(ii)
    
    accrued but unpaid interest in respect of Subordinated Loans; and(iii)
    
    Cash and Cash Equivalents
 but including, for the purposes of clause 21.3.1 (Net
Debt: EBITDA) only, the principal amount of
any Indebtedness of any person other than a Group Member which is guaranteed by any Group Member;Non-Recourse Liabilitiesmeans liabilities of a Special Purpose Subsidiary where such
liabilities are not the subject of any guarantee, indemnity or similar assurance from any other
Group Member other than a Permitted Assurance and, except for recourse in respect of such
Permitted Assurance, there is no other recourse for any payment in respect of such liabilities to
the assets of any other Group Member other than recourse to the shares in such Special Purpose
Subsidiary charged as security for such liabilities;Obligorsmeans each Borrower and each Guarantor;Optional Currencymeans a currency (other than the Base Currency) which complies with the
conditions set out in clause 5.3 (Conditions relating to Optional
Currencies);Original Accounting Principlesmeans those accounting principles, standards and practices which
were used in the preparation of the consolidated audited financial statements of the Group as at
30 June 2004.Original Borrowermeans British Sky Broadcasting Group PLC (No. 2247735) whose registered office
is at Grant Way, Isleworth, Middlesex TW7 5QD;Original Guarantorsmeans the Original Borrower and those Subsidiaries of the Original Borrower
listed as such whose names and registered offices or principal places of business are set out in
part I of Schedule 1 (The Original Parties);Original Lendersmeans the financial institutions listed in part II of Schedule 1 (The Original
Parties);Original Ultimate Shareholdermeans The News Corporation Limited;Participating Member Statemeans any member state of the European Communities that adopts or has
adopted the euro as its lawful currency in accordance with legislation of the European Union
relating to Economic and Monetary Union;Partymeans a party to this Agreement and includes its successors in title, permitted assigns
and permitted transferees;Permitted Assurancemeans any assurance, undertaking or support given by a Group Member provided
that the same shall be given by such Group Member:
 (a)
    
    other than in respect of a payment obligation or an indemnity in respect thereof or any
obligation to comply with any financial ratios or other tests of financial condition; and(b)
    
    generally in the ordinary course of its business;
 Permitted HoldCo Schememeans the HoldCo Scheme to enable the Ultimate Holding Company to make
distributions to its shareholders or otherwise improve the extent of the ability of the Ultimate
Holding Company to make distributions to its shareholders where (i) HoldCo and any Subsidiary of
HoldCo which is also a Holding Company of the Original Borrower become Guarantors in accordance
with clause 19.17 (Acceding Guarantors) on or before the effective date of such HoldCo Scheme,
(ii) a reasonable time prior to the effective date of such HoldCo Scheme, the Original Borrower
provides (to the extent that it is reasonably able so to do without breaching any law or
regulation applicable to it (including, without limitation, any requirement of any stock exchange
on which any Group Member is listed)) such information as the Agent may reasonably require in
relation to the HoldCo Scheme and the proposed distribution to its
 9




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shareholders by the Ultimate Holding Company (including, without limitation, written evidence that
all necessary consents to the transaction have been obtained) and (iii) the Original Borrower
provides written evidence that as at the effective date of such HoldCo Scheme the ordinary shares
of the Original Borrower will be delisted from the official list maintained by the UKLA, and that
the ordinary shares of HoldCo will be admitted to listing on a recognised stock exchange;Permitted Intermediate HoldCo Schememeans the Intermediate HoldCo Scheme to enable the Ultimate
Holding Company to make distributions to its shareholders or otherwise improve the extent of the
ability of the Ultimate Holding Company to make distributions to its shareholders where (i)
Intermediate HoldCo and any Holding Company of Intermediate HoldCo which is also a Subsidiary of
the Original Borrower become Guarantors in accordance with clause
19.17 (Acceding Guarantors) on
or before the effective date of such Intermediate HoldCo Scheme and (ii) a reasonable time prior
to the effective date of such Intermediate HoldCo Scheme, the Original Borrower provides (to the
extent that it is reasonably able so to do without breaching any law or regulation applicable to
it (including, without limitation, any requirement of any stock exchange on which any Group Member
is listed)) such information as the Agent may reasonably require in relation to the Intermediate
HoldCo Scheme and the proposed distribution to its shareholders by the Ultimate Holding Company
(including, without limitation, written evidence that all necessary consents to the transaction
have been obtained);Permitted Schememeans the Permitted HoldCo Scheme or, unless the Permitted HoldCo Scheme has
previously taken place, the Permitted Intermediate HoldCo Scheme and any other capital
reorganisation or reconstruction (including, without limitation, any proposed court approved
reduction of capital) in connection with achieving the purpose of the Permitted Scheme;Permitted Securitisationmeans, without prejudice to the ability of the Group to otherwise
effect any securitisation in accordance with the provisions of this Agreement, a securitisation or
securitisations of assets by a Group Member provided that the aggregate value (without
double-counting) of:
 (a)
    
    all assets of the Group which are subject to such securitisation or securitisations;(b)
    
    all loans of cash or assets made pursuant to such securitisation or securitisations;(c)
    
    all disposals made pursuant to such securitisation or securitisations;(d)
    
    all Encumbrances granted pursuant to such securitisation or securitisations; and(e)
    
    all assets encumbered pursuant to clause 21.2.1 (c)
(Negative Pledge),shall not exceed £300,000,000 in any event.
 Qualifying Lenderhas the meaning given to
it in clause 14 (Tax gross up and indemnities);Quotation Daymeans, in relation to any period for which an interest rate is to be determined:
 (a)
    
    (if the currency is Sterling) the first day of that period;(b)
    
    (if the currency is euro) two TARGET Days before the first day of that period; or(c)
    
    (for any other currency) two Banking Days before the first day of that period,
 unless market practice differs in the Relevant Interbank Market for a currency, in which case the
Quotation Day for that currency will be determined by the Agent in accordance with market practice
in the Relevant Interbank Market (and if quotations would normally be given by leading banks in
the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those
days);Reference Banksmeans the principal London offices of Barclays Bank PLC, Citibank N.A. and
Deutsche Bank AG London or such other banks as may be appointed by the Agent in consultation with
the Ultimate Holding Company pursuant to clause 25.16 (Reference
Bank);
 10




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Relevant Interbank Marketmeans in relation to euro, the European interbank market and, in
relation to any other currency, the London interbank market;Relevant Jurisdictionmeans each jurisdiction in which any Obligor is incorporated or formed;Relevant Proportionmeans, in relation to a Lender in respect of any Letter of Credit at any
relevant time, the proportion which that Lenders Commitment bears to the Total Commitments at such
time but so that if at such time such Lenders Commitment has
been reduced pursuant to clause 9.1 (Illegality), 9.4
(Right of repayment in relation to a single Lender) or 9.5 (Change of Control)
then as amongst the Finance Parties (but not so as to give any rights to any other person and for
the purpose of this definition only) such Lenders Commitment shall not be deemed to have been
reduced to the extent that a Borrower does not discharge the LC Liabilities representing such
Lenders Commitment;Renewal Requestmeans a written notice delivered to the Agent in accordance with clause 6.5.8
(Renewal of a Letter of Credit);Repeating Representationsmeans each of
the representations set out in clause 20.1.1 (Due
 incorporation of the Borrowers) to 20.1.8 (No litigation) (inclusive) and 20.1.10 (Financial
statements of the Obligors correct and complete);Reporting Accounting Principlesmeans those accounting principles, standards and practices
adopted by the Group from time to time in accordance with generally accepted accounting principles
and practices in England and Wales and/or international accounting standards;Resignation Lettermeans a letter substantially in the form set out in Schedule 10 (Form of
Resignation Letter);Rollover Loanmeans one or more Loans:
 (a)
    
    made or to be made on the same day that a maturing Loan under the Facility is due to be
repaid;(b)
    
    the aggregate amount of which is equal to or less than the maturing Loan;(c)
    
    in the same currency as the maturing Loan (unless it arose as a result of the operation of
clause 7.2 (Unavailability of a currency)); and(d)
    
    made or to be made to any Borrower for the purpose of refinancing a maturing Loan;
 Screen Ratemeans:
 (a)
    
    in relation to LIBOR, the British Bankers Association Interest Settlement Rate for the
relevant currency and period; and(b)
    
    in relation to EURIBOR, the percentage rate per annum determined by the Banking
Federation of the European Union for the relevant period,
 displayed on the appropriate page of the Telerate screen. If the agreed page is replaced or
service ceases to be available, the Agent may specify another page or service displaying the
appropriate rate after consultation with the Ultimate Holding Company and the Lenders;Specified Timemeans a time determined in accordance with Schedule 12 (Timetables);Special Purpose Subsidiarymeans a Group Member (which is not an Obligor) whose principal assets
and business are constituted by the ownership, acquisition, development and/or operation of
particular assets whether directly or indirectly and whose only liabilities are Non-Recourse
Liabilities;Sterlingand £mean the lawful currency for the time being of the United Kingdom and in
respect of all payments to be made under the Finance Documents in Sterling mean immediately
available, freely transferable cleared funds;
 11




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Subordinated Loansmeans any Indebtedness in relation to which subordination and priority
arrangements have been entered into in accordance with the provisions of clause 21.2.5(i) and (ii)
(Indebtedness);Subsidiarymeans:
 (a)
    
    a subsidiary within the meaning of section 736 Companies Act 1985; and(b)
    
    for the purposes of the Financial Definitions and clauses 20.1.10 (Financial statements of
the Obligors correct and complete), 21.1.6 (Provision of further information), and 21.3
(Financial undertakings) only, a subsidiary undertaking within the meaning of section 258
Companies Act 1985;
 TARGETmeans Trans-European Automated Real-time Gross Settlement Express Transfer payment
system;TARGET Daymeans any day on which TARGET is open for the settlement of payments in euro;Taxor Taxesincludes all present and future taxes, levies, imposts, duties, fees or charges
of whatever nature together with interest thereon and penalties in respect thereof and Taxation
shall be construed accordingly;Taxes Actmeans the Income and Corporation Taxes Act 1988;Term means the period for which the
Lenders are under a liability under a Letter of Credit;Termination Datemeans 30 July 2010;Testing Accounting Principlesmeans the Original Accounting Principles as may be amended from
time to time in accordance with clause 21.5 (Testing Accounting Principles);Total Commitmentsmeans the aggregate of the Commitments, being £1,000,000,000 at the date of
this Agreement;Total Debtmeans at any time, the aggregate outstanding principal or capital amount of
Indebtedness of the Group together with:
 (a)
    
    the nominal amount of any issued and paid up share capital (other than equity share
capital) of any Subsidiary of the Ultimate Holding Company not beneficially owned by any
other Group Member;(b)
    
    the nominal amount of any preference share capital in any Group Member not owned by
any other Group Member;(c)
    
    Indebtedness secured by any Encumbrance over all or any part of the undertaking,
property, assets, rights or revenues of any Group Member irrespective of whether or not
such Indebtedness is supported by a personal covenant on the part of any other Group
Member;(d)
    
    The aggregate net liabilities (if any) of the Group in respect of Hedging Arrangements, the
amount of such liabilities being calculated as at any relevant date on the basis of the
aggregate net cost to the Group of entering into new Hedging Arrangements with such of
the Reference Banks as the Ultimate Holding Company may nominate from time to time or,
in default of such nomination, with the Agent, which are both equal and opposite to those
Hedging Arrangements to which the Group is (or members of it are) party on any relevant
date, and which would have the economic effect of closing out the Groups aggregate
current position as at such date under such existing Hedging Arrangements; and(e)
    
    obligations under guarantees in respect of the obligations of any other person which, if
such person were a Group Member, would fall within (a) to (d) above;
 PROVIDED THAT
 12




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##### 



(A)
    
    moneys owed by one Group Member to another Group Member shall not be taken into
account;(B)
    
    no liability shall be taken into account more than once in such computation;(C)
    
    any amount (other than an amount outstanding under this Agreement) expressed
in or
calculated by reference to a currency other than Sterling shall be converted into
Sterling
by reference to the Agents Spot Rate of Exchange ruling on the date on which any
relevant calculation falls to be made;(D)
    
    the amount of all Utilisations outstanding under this Agreement shall be
deemed to be the
Base Currency Amount thereof;(E)
    
    the principal amount of Total Debt deemed to be outstanding in relation to
Finance Leases
or hire purchase agreements shall be calculated in accordance with the
relevant
provisions of the Statement of Standard Accounting Practice 21 as amended or as
substituted by any generally accepted accounting principles in the United Kingdom from
time to time; and(F)
    
    Non-Recourse Liabilities of a Special Purpose Subsidiary shall not be taken into
account;
 Treatymeans the Treaty establishing the European Economic Community, being the Treaty
of Rome of 25th March, 1957, as amended by the Single European Act 1986 and the Maastricht
Treaty (which was signed on 7th February, 1992 and came into force on 1st November, 1993),
as amended, varied or supplemented from time to time;Transfer Certificatemeans a certificate substantially in the form set out in Schedule 5
(Form of Transfer Certificate);Transfer Datemeans, in relation to a transfer, the later of:
 (a)
    
    the proposed Transfer Date specified in the Transfer Certificate; and(b)
    
    the date on which the Agent executes the Transfer Certificate;
 UKLA means the UK listing authority (or any successor or replacement body which
undertakes a substantial part of the role of the UK Listing Authority as at the date of
this Agreement);Ultimate Holding Companymeans the Original Borrower until the effective date of a HoldCo
Scheme but, from such effective date, HoldCo;Unpaid Summeans any sum due and payable but unpaid by an Obligor under the Finance
Documents;Utilisationmeans a utilisation of the Facility by way of Loan or Letter of
Credit;Utilisation Datemeans the date on which a Utilisation is made;Utilisation Requestmeans (a), in the case of a Utilisation by way of Loan, a notice
substantially in the form set out in Part I of Schedule 3
(Requests) and (b), in the case
of a Utilisation by way of a Letter of Credit, a notice substantially in the form set out
in Part II of Schedule 3 (Requests); andVAT means value added tax as provided for in the Value Added Tax Act 1994 and any other
tax of a similar nature.2
    
    Construction2.1
    
    Construction
 13




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2.1.1
    
    Unless the contrary indication appears, any reference in this Agreement to the
Agent, the
Mandated Lead Arrangers (or MLAs), any Finance Party,any Lender,any
Obligoror any Partyshall be construed so as to include its successors in title, permitted
assigns and permitted transferees.2.1.2
    
    Any reference in this Agreement to:
 (a)
    
    assetsincludes present and future properties, revenues and
rights of every
description;(b)
    
    the European interbank marketmeans the interbank market for euro
operating in
Participating Member States;(c)
    
    a Finance Documentor any other agreement or instrument is a
reference to that
Finance Document or other agreement or instrument as from time to time amended,
reinstated, supplemented (including by any increase in amounts thereunder or any
change to the parties thereto) or novated in accordance with its terms;(d)
    
    a personincludes any person, firm, company, corporation,
government, state or
agency of a state or any association, trust or partnership (whether or not having
separate legal personality) or two or more of the foregoing;(e)
    
    a regulationincludes any regulation, rule, official directive,
request or guideline
(whether or not having the force of law) of any governmental, intergovernmental or
supranational body, agency, department or regulatory authority or organisation;(f)
    
    a provision of law is a reference to that provision as amended or re-enacted;(g)
    
    unless a contrary indication appears, a time of day is a reference to London time;(h)
    
    a guaranteeincludes an indemnity or other assurance against
financial loss including, without limitation, an obligation to purchase assets or
services as a consequence of a default by any other person to pay any
indebtedness and guaranteedshall be construed accordingly;(i)
    
    the equivalentof an amount specified in a particular currency
(the specified currency amount) shall be construed as a reference to the amount
of the other relevant currency which would be required to purchase the specified
currency amount in the London foreign exchange market at the Agents Spot Rate of
Exchange on the day on which the calculation falls to be made and for spot
delivery, as conclusively determined by the Agent;(j)
    
    the agreed formmeans, in relation to any document, the form of
such document as shall be agreed between the Ultimate Holding Company and the
Agent for and on behalf of all of the Finance Parties;(k)
    
    dischargeincludes, in respect of contingent liabilities, (i) an
obligation to use best endeavours to procure the release of the relevant Finance
Parties from any liability in respect of such contingent liabilities which may be
effected by (A) providing cash collateral in accordance with (ii) below, (B)
permanently reducing the amount that may be demanded or (C) cancelling the
relevant instrument under which the liabilities arise by returning the original of
such instrument to the relevant person liable together with confirmation (in form
and substance satisfactory to the relevant person liable) from the beneficiary
that the relevant person liable has no further liability under that instrument;
and (ii) to the extent required by the relevant person liable (by notice through
the Agent), an obligation to pay to the relevant person liable for the credit of a
Cash Collateral Account by way of cash collateral an amount as at the date of such
notice which is equal to the amount of the relevant contingent liabilities to be
discharged, whereupon such amount shall become immediately or in accordance with
such notice due and payable. Amounts so credited to a Cash Collateral Account (and
interest thereon) shall be applied in paying the amount of such contingent
liabilities as they fall due on maturity or other crystallisation (and
dischargedshould be construed accordingly);
 14




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(I)
    
    (i) the winding up,
dissolution, or administrationof a person or (ii)
to a receiver or administrative receiverin the context of insolvency
proceedings or security enforcement actions in respect of a person shall be
construed so as to include any equivalent or analogous proceedings or any
equivalent and analogous person or appointee (respectively) under the law of the
jurisdiction in which such person is established or incorporated or any
jurisdiction in which such person carries on business including (in respect of
proceedings) the seeking or occurrence of liquidation, winding-up, reorganisation,
dissolution, administration, arrangement, adjustment, protection or relief of
debtors;(m)
    
    an amount borrowed includes any amount utilised by way of Letter of Credit;(n)
    
    a Utilisation made, or to be made, to a Borrower includes a Letter
of Credit issued on its behalf;(o)
    
    a Lender funding its participation in a Utilisation includes a
Lender participating in a Letter of Credit;(p)
    
    amounts outstanding under this Agreement include amounts outstanding
under any Letter of Credit;(q)
    
    a Letter of Credit is repaid or prepaidin whole or in
part (as applicable) if:
 (i)
    
    the relevant Borrower provides cash
cover for such Letter of Credit;(ii)
    
    the maximum amount payable under such Letter of Credit is
reduced in accordance with its terms; or(iii)
    
    the Agent is satisfied that the Lenders have no further
liability under such Letter of Credit,
 and the amount by which a Letter of Credit is repaid or prepaid pursuant to (i)
and (ii) above is the amount of the relevant cash cover or reduction;
 (r)
    
    cash coveris provided for a Letter of Credit if the relevant
Borrower pays an amount in the currency of the Letter of Credit to an
interest-bearing account with the Agent in London in the name of the relevant
Borrower and the following conditions are met:
 (i)
    
    until no amount is or may be outstanding under that Letter
of Credit, withdrawals from the account may only be made to pay a Finance
Party amounts due and payable to it under that Letter of Credit; and(ii)
    
    the relevant Borrower has executed a security document
over that account, in form and substance satisfactory to the Agent, creating
a first ranking security interest over that account in favour of the
Lenders.
 2.1.3
    
    Section, clause and Schedule headings are for ease of reference only.2.1.4
    
    Unless a contrary indication appears, a term used in any other Finance Document or in any
notice given under or in connection with any Finance Document has the same meaning in
that Finance Document or notice as in this Agreement.2.1.5
    
    A Default (other than an Event of Default) is continuing if it has not been remedied or
waived and an Event of Default is continuing if it has not been waived.2.1.6
    
    Any provision in a definition that purports to be operative shall take effect as an operative
provision of this Agreement notwithstanding that such provision is contained in a definition.2.1.7
    
    Unless expressly stated to the contrary, in the event of any inconsistency between the terms
of this Agreement and any other Finance Document, the terms of this Agreement shall
prevail.
 15




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##### 



2.1.8
    
    Each reference to Barclays Capitalshall be to the investment banking division of Barclays
Bank PLC.2.2

    Granting rights under the Contracts (Rights of Third Parties) Act 19992.2.1
    
    Except as provided in a Finance Document, the terms of a Finance Document may be
enforced only by a party to it and the operation of the Contracts (Rights of Third Parties) Act
1999 is excluded.2.2.2
    
    Subject to clause 33 (Remedies and waivers), the parties to a Finance Document do not
require the consent of any third party to rescind or vary any Finance Document at any time.2.3

    Consent to a Permitted Scheme2.3.1
    
    The Lenders hereby consent in their capacity as creditors of Group Members to the
Permitted Scheme, provided that no Default has occurred and is continuing and such
Permitted Scheme would not be reasonably likely to result in a Default or be reasonably
likely to have a material adverse effect on the ability of the Obligors (taken as a whole) to
perform all or any of their obligations under the Finance Documents.2.3.2
    
    The Lenders shall from time to time execute all such documents and take all such actions as
the Ultimate Holding Company may reasonably request for the purpose of implementing the
provisions of clause 2.3.1.
 16




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SECTION 2
THE FACILITIES
 3

    The Facilities3.1

    The Facilities3.1.1
    
    Subject to the terms of this Agreement, the Lenders make available to the Borrowers a
multicurrency revolving loan facility in an aggregate amount equal to the Total Commitments,
to be utilised by way of cash advances and/or, subject always to the LC Limit, Letters of
Credit.3.1.2
    
    The Ultimate Holding Company shall ensure that at no time shall:
 (a)
    
    the aggregate Base Currency Amount of the Utilisations exceed the
Total Commitments;
and/or(b)
    
    the aggregate Base Currency Amount of the LC Liabilities exceed the
Base Currency
Amount of the LC Limit.
 3.2

    Finance Parties rights and obligations3.2.1
    
    The obligations of each Finance Party under this Agreement are several. Failure by a
Finance Party to perform its obligations under the Finance Documents does not affect the
obligations of any other Party under the Finance Documents. No Finance Party is
responsible for the obligations of any other Finance Party under this Agreement.3.2.2
    
    The rights of each Finance Party under or in connection with the Finance Documents are
separate and independent rights and any debt arising under the Finance Documents to a
Finance Party from an Obligor shall be a separate and independent debt.3.2.3
    
    A Finance Party may, except as otherwise stated in the Finance Documents, separately
enforce its rights under the Finance Documents.4

    Purpose4.1

    PurposeEach Borrower shall apply all amounts utilised by it under the Facility towards the
purposes specified in clause 1.1    (Purpose).4.2

    MonitoringNo Finance Party is bound to monitor or verify the application of any amount borrowed
pursuant to this Agreement.5

    Conditions of Utilisation5.1

    Initial conditions precedentNo Borrower may deliver a Utilisation Request unless the Agent has received all of
the documents and other evidence listed in Part I of
Schedule 2 (Conditions precedent) in
form and substance satisfactory to the Agent. The Agent shall notify the Ultimate Holding
Company and the Lenders promptly upon being so satisfied.5.2

    Further conditions precedentThe Lenders will only be obliged to comply with clause 6.4
(Lenders participation)
if on the date of the Utilisation    Request and on the proposed Utilisation Date:
 17




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##### 



(a)
    
    in the case of a Rollover Loan, no Event of Default is continuing or would
result from the
proposed Loan and, in the case of any other Utilisation, no Default is continuing
or
would result from the proposed Utilisation; and(b)
    
    the Repeating Representations to be made by each Obligor are true in
all material
respects.
 5.3
    Conditions relating to Optional Currencies5.3.1
    
    A currency will constitute an Optional Currency in relation to a Utilisation if:
 (a)
    
    it is readily available in the amount required and freely convertible
into the Base
Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation
Date for that Utilisation; and(b)
    
    it has been approved by the Agent (acting on the instructions of all
the Lenders) on or
prior to receipt by the Agent of the relevant Utilisation Request.
 5.3.2
    
    If the Agent has received a written request from the Ultimate Holding Company for a
currency to be approved under clause 5.3.1(b) above, the Agent will confirm to the
Ultimate
Holding Company by the Specified Time:
 (a)
    
    whether or not the Lenders have granted their approval; and(b)
    
    if approval has been granted, the minimum amount (and, if required,
integral multiples)
for any subsequent Utilisation in that currency.
 5.4
    Maximum number of Utilisations5.4.1
    
    A Borrower may not deliver a Utilisation Request if, as a result of the proposed Utilisation,
more than 15 Utilisations would be outstanding.5.4.2
    
    Any
Utilisation made by a single Lender under clause 7.2
(Unavailability of a currency) shall
not be taken into account in this clause 5.4.5.5
    Waiver of Conditions PrecedentThe conditions in this clause 5
(Conditions of Utilisation) are inserted solely for
the benefit of the Lenders and may be waived on their behalf in whole or in part and with
or without conditions by the Agent acting on the instructions of the
Majority Lenders.
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##### 



SECTION 3
UTILISATION
 6
    
    Utilisation6.1
    
    Delivery of a Utilisation RequestA Borrower may utilise the Facility by delivery to the Agent of a duly completed
Utilisation Request not later than the Specified Time.6.2
    
    Completion of a Utilisation Request6.2.1
    
    Each Utilisation Request is irrevocable and will not be regarded as having been duly
completed unless:
 (a)
    
    in the case of a Loan:
 (i)
    
    the proposed Utilisation Date is a Banking Day within the Availability
Period;(ii)
    
    the currency and amount of the Utilisation comply with
clause 6.3 (Currency and amount); and(iii)
    
    the proposed Interest Period complies with clause 11
(Interest Periods);
and
 (b)
    
    in the case of a Letter of Credit;
 (i)
    
    it specifies that it is for a Letter of Credit;(ii)
    
    the proposed Utilisation Date is a Banking Day within the Availability
Period;(iii)
    
    the currency and amount of the Letter of Credit comply
with clause 6.3 (Currency and amount);(iv)
    
    an agreed form Letter of Credit is attached;(v)
    
    the Utilisation Request is accompanied by a copy of the
form of the documentation or other instrument evidencing the obligation of
the relevant Borrower which will be the subject of the Letter of Credit and
such documentation or other instrument is reasonably acceptable to the
Agent;(vi)
    
    there is a maximum limit to the stated liability of the
Lenders under the Letter of Credit and such Letter of Credit has a specified
Expiry Date falling not later than the Termination Date;(vii)
    
    the Base Currency Amount of the Letter of Credit is a
minimum of £2,500,000 or the balance of the unutilised LC Limit, or such
other lesser amount as the Agent may agree;(viii)
    
    the identity of the beneficiary of the Letter of Credit has been approved
by the Agent, acting reasonably and in accordance with the instructions of
the Majority Lenders;(ix)
    
    the delivery instructions for the Letter of Credit are specified; and(x)
    
    the terms of the Letter of Credit contain a clear
procedure for the making of claims reasonably satisfactory to the Agent.
 6.2.2
    
    No more than one currency may be requested in any single Utilisation Request, and a
Utilisation by way of Letter of Credit must be requested in a separate Utilisation
Request.
The Borrowers may, subject to the other terms of this Agreement, deliver more than one
Utilisation Request on any one day.
 19




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6.3
    
    Currency and amount6.3.1
    
    The currency specified in a Utilisation Request must be the Base Currency or an Optional
Currency.6.3.2
    
    The amount of the proposed Utilisation must be an amount whose Base Currency Amount is
not more than the Available Facility (and, if such Utilisation is to be made by way of Letter of
Credit, not more than the available LC Limit in any event) and which is a minimum of
£5,000,000 (or its equivalent) in the case of a Utilisation by way of Loan, or a minimum of
£2,500,000 (or its equivalent) in the case of a Utilisation by way of Letter of Credit or, if less,
the Available Facility (or, in the case of a Utilisation by way of Letter of Credit, the LC Limit).6.4
    
    Lenders participation6.4.1
    
    If the conditions set out in this Agreement have been met, on the Utilisation Date:
 (a)
    
    each Lender shall make its participation in each Loan available
through its Facility
Office; and/or, as applicable(b)
    
    the Agent shall execute each Letter of Credit for itself as a Lender,
and as agent for and
on behalf of each other Lender, and shall deliver such Letter of Credit to the
stated
beneficiary. Each Lender irrevocably authorises the Agent to execute each Letter
of
Credit which is to be issued in accordance with this Agreement on its behalf
without
further consent or consultation.
 6.4.2
    
    The amount of each Lenders participation in each Utilisation will be equal to the
proportion
borne by its Available Commitment to the Available Facility immediately prior to making the
Utilisation.6.4.3
    
    The Agent shall notify each Lender of the amount, currency and the Base Currency Amount
of each requested Utilisation at the Specified Time.6.5
    
    Letters of Credit6.5.1
    
    Immediately payableIf a Letter of Credit or any amount outstanding under a Letter of Credit is expressed
to be immediately payable, the relevant Borrower shall repay or prepay that amount
immediately.6.5.2
    
    Assignments and transfersIf the conditions and procedure for transfer specified in clause 23 (Changes to the
Lenders)are satisfied, and to the extent that an Existing Lender seeks to transfer
any rights or obligations relating to a Letter of Credit (an Existing LC) to a New
Lender (any such transfer being a LC Transfer), then, subject to the agreement of
the relevant beneficiary, on the Transfer Date:
 (a)
    
    the Agent shall issue a further Letter of Credit (the
New LC) on
the terms of the
Existing LC, but amended to reflect the revised Commitment of each Lender
resulting
from the LC Transfer; and(b)
    
    simultaneously with the delivery of the New LC to the relevant
beneficiary, the Existing
LC shall be surrendered to the Agent and cancelled in full.
 This clause 6.5.2 (Assignments and transfers) is without prejudice to the ability of
an Existing Lender to transfer its obligations under any Existing LC in accordance
with its terms.
 20




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6.5.3
    
    Claims under a Letter of Credit
 (a)
    
    The relevant Borrower irrevocably and unconditionally authorises each Lender
to pay
any claim made or purported to be made under a Letter of Credit and which appears
on
its face to be in order (a claim).(b)
    
    The relevant Borrower shall immediately on demand pay to the Agent
for the Lenders
an amount equal to the amount of, and in the same currency as, any claim.(c)
    
    Each Borrower acknowledges that each Lender:
 (i)
    
    is not obliged to carry out any investigation or seek any
confirmation from any other person before paying a claim; and(ii)
    
    deals in documents only and will not be concerned with the
legality of a claim or any underlying transaction or any available set-off,
counterclaim or other defence of any person.
 (d)
    
    The obligations of each Borrower under this clause 6.5.3 (Claims
under a Letter of
Credit) will not be affected by:
 (i)
    
    the sufficiency, accuracy or genuineness of any claim or any other
document; or(ii)
    
    any incapacity of, or limitation on the powers of, any
person signing a claim or other document.
 (e)
    
    Without prejudice to sub-paragraph (a) of this clause 6.5.3 (Claims
under a Letter of
Credit), the Agent shall use reasonable efforts to notify the relevant Borrower before the
Lenders pay any claim.
 6.5.4
    
    Indemnities
 (a)
    
    The relevant Borrower shall immediately on demand indemnify each Lender
against any
cost, loss or liability whatsoever incurred by such Lender (otherwise than by
reason of
such Lenders gross negligence or wilful misconduct) in carrying out its function
under
any Letter of Credit, whether pursuant to clause 6.5.3(a) (Claims under a Letter of
Credit) or otherwise.(b)
    
    The relevant Borrower shall immediately on demand indemnify the Agent
against any
cost, loss or liability whatsoever incurred by the Agent (otherwise than by reason
of the
Agents gross negligence or wilful misconduct) in carrying out its function under
any
Letter of Credit.(c)
    
    Each Lender shall (according to its Relevant Proportion) immediately
on demand
indemnify the Agent against any cost, loss or liability incurred by the
Agent (otherwise than by reason of the Agents gross negligence or wilful
misconduct) in carrying out its function under any Letter of Credit (unless the
Agent has been reimbursed by an Obligor pursuant to a Finance Document).(d)
    
    The relevant Borrower shall immediately on demand reimburse any
Lender for any
payment it makes to the Agent under clause 6.5.4(c) (Indemnities) unless the
relevant
Borrower has already indemnified (i) the Agent in full in respect of such payment
under
clause 6.5.4(c) (Indemnities), (in which instance the Agent shall promptly
reimburse
each Lender to the extent of any payment made by such Lender to the Agent under
clause 6.5.4(c) (Indemnities)), or (ii) such Lender in full in respect of such
payment
under clause 6.5.4(a).(e)
    
    The obligations of each Lender and each Borrower under this clause
6.5.4 (Indemnities)
are continuing obligations and will extend to the ultimate balance of sums payable
by
that Lender or that Borrower (as the case may be) in respect of any Letter of
Credit,
regardless of any intermediate payment or discharge in whole or in part.
 21




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##### 



(f)
    
    The obligations of any Lender or Borrower under this clause 6.5.4
(Indemnities) will not be affected by any act, omission, matter or thing which,
but for this clause 6.5.4 (Indemnities,) would reduce, release or prejudice any
of its obligations under this clause 6.5.4 (Indemnities) (without limitation and
whether or not known to it or any other person) including:
 (i)
    
    any time, waiver or consent granted to, or composition
with, any Obligor, any beneficiary under a Letter of Credit or other person;(ii)
    
    the release of any Obligor or any other person under the
terms of any composition or arrangement with any creditor or any member of
the Group;(iii)
    
    the taking, variation, compromise, exchange, renewal or
release of, or refusal or neglect to perfect, take up or enforce, any rights
against, or security over assets of, any Obligor, any beneficiary under a
Letter of Credit or other person or any non-presentation or non-observance
of any formality or other requirement in respect of any instrument or any
failure to realise the full value of any security;(iv)
    
    any incapacity or lack of power, authority or legal
personality of or dissolution or change in the members or status of an
Obligor, any beneficiary under a Letter of Credit or any other person;(v)
    
    any amendment (however fundamental) or replacement of a
Finance Document, any Letter of Credit or any other document;(vi)
    
    any unenforceability, illegality or invalidity of any
obligation of any person under any Finance Document, any Letter of Credit or
any other document; or(vii)
    
    any insolvency or similar proceedings.
 6.5.5
    
    Rights of contributionNo Obligor will be entitled to any right of contribution or indemnity from any
Finance Party in respect of any payment it may make under this Clause
6.5 (Letters of
Credit).6.5.6
    
    Additional SecurityThe obligations of the Borrowers under clause 6.5.4 (Indemnities) shall be in addition
to, and shall not be in any way prejudiced by, any collateral or other security now or
hereafter held by any Finance Party as security or any lien to which that Finance
Party may be entitled.6.5.7
    
    Preservation of RightsNo invalidity or unenforceability of all or any part of clause 6.5.4
(Indemnities) shall affect any rights of indemnity or otherwise which any Finance
Party would or may have in the absence of, or in addition to, clause 6.5.4
(Indemnities).6.5.8
    
    Renewal of a Letter of Credit
 (a)
    
    The relevant Borrower may request any Letter of Credit issued on its behalf be
renewed by delivery to the Agent of a Renewal Request by the Specified Time.(b)
    
    The Finance parties shall treat any Renewal Request in the same way
as a Utilisation Request for a Letter of Credit except that the conditions set out in
sub-paragraphs (b)(iv) and (b)(viii) of clause 6.2.1 (Completion
of a Utilisation Request) shall not
apply.(c)
    
    The terms of each renewed Letter of Credit shall be the same as those
of the relevant Letter of Credit immediately prior to its renewal, except that:
 (i)
    
    its amount may be less than the amount of the Letter of
Credit immediately prior to its renewal; and
 22




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(ii)
    
    its Term shall start on the date which was the Expiry Date of the
Letter of Credit immediately prior to its renewal, and shall end on the
proposed maturity date specified in the Renewal Request.
 (d)
    
    If the conditions set out in this Agreement have been met, the
Agent shall amend and re-issue any Letter of Credit pursuant to a Renewal
Request.
 6.5.9
    
    Revaluation of Letters of Credit
 (a)
    
    If any Letter of Credit is denominated in an Optional Currency, the Agent
shall at six
monthly intervals after the date upon which the Letter of Credit is first issued
recalculate
the Base Currency Amount of that Letter of Credit by notionally converting into
the Base
Currency the outstanding amount of that Letter of Credit on the basis of the
Agents
Spot Rate of Exchange on the date of calculation.(b)
    
    The Ultimate Holding Company shall, if requested by the Agent
within 5 days of any
calculation under paragraph (a) above, ensure that within three Banking Days of such
request sufficient Utilisations are prepaid to prevent the Base Currency Amount of the
Utilisations exceeding the Total Commitments (or the Base Currency Amount of the LC
Utilisations exceeding the LC Limit, as the case may be) following any adjustment to a
Base Currency Amount under paragraph (a) above.
 6.5.10
    
    Lender obligations severalThe obligations of each Lender under any Letter of Credit are several. Failure
of any Lender to carry out its obligations under such Letter of Credit shall not
relieve any other Lender of its obligations under such Letter of Credit. No Lender
shall be responsible for the obligations of any other Lender under any Letter of
Credit.
 7
    
    Optional Currencies7.1
    
    Selection of currencyA Borrower shall select the currency of a Utilisation (in the case of an initial
Utilisation) in a Utilisation Request. No more than five currencies shall be permitted
in respect of outstanding Utilisations at any time.7.2
    
    Unavailability of a currencyIf before the Specified Time on any Quotation Day:
 (a)
    
    the Agent has received notice from a Lender that the Optional Currency
requested is not readily available to it in the amount required; or(b)
    
    a Lender notifies the Agent that compliance with its obligation to
participate in a Utilisation in the proposed Optional Currency would contravene a law or regulation applicable to
it,
  7.3
    
    Agents calculationsEach Lenders participation in a Utilisation will be determined in accordance with
clause 6.4.2 (Lenders participation).
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SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION
 8
    
    RepaymentThe relevant Borrower shall repay each Utilisation made by way of Loan in full on
the last day of its Interest Period, and each Utilisation made by way of Letter of Credit
in full on the last day of its Term. All outstanding Utilisations shall be repaid in full
on the Termination Date in any event.9
    
    Prepayment and cancellation9.1
    
    IllegalityIf it becomes unlawful in any applicable jurisdiction for a Lender to perform any
of its obligations as contemplated by this Agreement or to fund its participation in any
Loan or maintain its obligations in respect of any Letter of Credit:
 (a)
    
    that Lender shall promptly notify the Agent upon becoming aware of that event;(b)
    
    upon the Agent notifying the Ultimate Holding Company, the Commitment of
that Lender
will be immediately cancelled; and(c)
    
    each Borrower shall repay that Lenders participation in the Utilisations
made to that
Borrower on the last day of the Interest Period for each Utilisation occurring after the
Agent has notified the Ultimate Holding Company or, if earlier, the date specified by the
Lender in the notice delivered to the Agent (being no earlier than the last day of any
applicable grace period permitted by law).
 9.2
    
    Voluntary cancellationThe Ultimate Holding Company may, if it gives the Agent not less than 5 Banking
Days (or such shorter period as the Majority Lenders may agree) prior written notice,
cancel the whole or any part (being a minimum amount of £5,000,000) of the Available
Facility. Any cancellation under this clause 9.2 shall reduce the Commitments of the
Lenders rateably under the Facility.9.3
    
    Voluntary PrepaymentThe Borrower to which a Utilisation has been made may, if it gives the Agent not
less than three Banking Days (or such shorter period as the Majority Lenders may agree)
prior notice, prepay the whole or any part of a Utilisation (but if in part, being an
amount that reduces the Base Currency Amount of the Utilisation by a minimum amount of
£5,000,000 or any larger sum which is an integral multiple of £1,000,000).9.4
    
    Right of repayment and cancellation in relation to a single Lender
 9.4.1
    
    If:
 (a)
    
    any sum payable to any Lender by an Obligor is required to be increased
under
clause 14.2.3 (Tax gross-up); or(b)
    
    any Lender claims indemnification from the Ultimate
Holding Company under
clause 14.3 (Tax indemnity) or clause 15.1 (Increased
costs),the Ultimate Holding Company may, whilst the circumstance giving rise to the
requirement or indemnification continues, give the Agent notice of cancellation of the
Commitments of that Lender and its intention to procure the repayment of that Lenders
participation in the Utilisations.
 9.4.2
    
    On receipt of a notice referred to in clause 9.4.1, the Commitments of that Lender shall
immediately be reduced to zero.
 24




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##### 



9.4.3
    
    On the last day of each Interest Period which ends after the Ultimate Holding Company has
given notice under clause 9.4.1 (or, if earlier, the date specified by the Ultimate
Holding Company in that notice), the relevant Borrower shall repay that Lenders
participation in any relevant Utilisation.9.5

    Change of Control9.5.1
    
    Upon a Change of Control, each Lender shall give written notice to the Agent and the
Ultimate Holding Company either:
 (a)
    
    requiring each Borrower to prepay all amounts outstanding to that
Lender under or
pursuant to the Facility (a Prepayment Notice); or(b)
    
    confirming its consent to such Change of Control (a Confirmation Notice),
 in either case, on a date no later than that falling 30 days after receipt by the
Agent of notice of such Change of Control (the Decision Date) (such notice to be
sent to the Agent by the Ultimate Holding Company within 5 days of any Change of
Control in any event),A Change of Control shall occur either (i) if, other than (unless the Permitted
Intermediate HoldCo Scheme has previously taken place) as a result of the Permitted
HoldCo Scheme, any person or group of persons acting in concert (other than the
Original Ultimate Shareholder, any Subsidiary or the Holding Company of the Original
Ultimate Shareholder, or any other Subsidiary of such Holding Company) acquire direct
or indirect control of the Ultimate Holding Company or (ii) if a Borrower (other than
the Ultimate Holding Company) ceases to be a direct or indirect wholly owned
Subsidiary of the Ultimate Holding Company unless it has first ceased to be a Borrower
in accordance with clause 19.20 (Resignation of a Borrower);Control has the meaning given to that term in section 840 of the Income and
Corporation Taxes Act 1988; andacting in concert has the meaning given to that term in the City Code on Takeovers
and Mergers.9.5.2
    
    The Agent shall promptly notify the Lenders of any Change of Control to the extent that it
is so notified in accordance with clause 9.5.1 above. Following such notification, each Lender
may, in its absolute discretion, deliver a Prepayment Notice or a Confirmation Notice but any
Lender which fails to deliver either such notice on or prior to the Decision Date shall be
deemed to have given a Confirmation Notice in any event.9.5.3
    
    On delivery of a Prepayment Notice, the Commitments of the relevant Lender shall
immediately be reduced to zero.9.5.4
    
    On the last day of each Interest Period which ends after a Lender delivers a Prepayment
Notice in accordance with clause 9.5.1, the relevant Borrower shall repay that Lenders
participation in any relevant Utilisation.9.6

    Restrictions9.6.1
    
    Any notice of cancellation or prepayment given by any Party under this clause 9
(Prepayment and cancellation) shall be irrevocable and, unless a contrary indication
appears
in this Agreement, shall specify the date or dates upon which the relevant cancellation
or
prepayment is to be made and the amount of that cancellation or prepayment.9.6.2
    
    Any prepayment under this Agreement shall be made together with accrued interest on the
amount prepaid and, subject to any Break Costs, without premium or penalty.9.6.3
    
    Unless a contrary indication appears in this Agreement, any part of the Facility which is
prepaid voluntarily may be reborrowed in accordance with the terms of this Agreement.9.6.4
    
    If, under clause 9 (Prepayment and cancellation) a Borrower elects to prepay the whole or
any part of a Loan, the relevant Borrower can further elect (by notice to the Agent no
later
 25




---



##### 



than 10.00 a.m. on the date falling two Banking Days prior to which the
prepayment would otherwise be due) to credit the amount to be prepaid to a Cash
Collateral Account in the name of such Borrower on the date on which such prepayment
would, but for this clause, be due to be made. Following any such election and
provided the required payment is made to the Cash Collateral Account, the obligation
to prepay the relevant Utilisation will not arise until the last day of the then
current Interest Period or Term relative to the Utilisation to be repaid.9.6.5
    
    The relevant Borrower authorises the Agent on behalf of the Obligors to withdraw monies
from such Cash Collateral Account and apply such monies upon the occurrence of an Event
of Default in respect of which a notice has been given pursuant to clause 22.2 (Acceleration),
against any amounts due and payable by it under the Finance Documents.9.6.6
    
    Any prepayment of the Facility pursuant to clauses 9.1
(Illegality), 9.3 (Voluntary Prepayment),
9.4 (Right of repayment and cancellation in relation to a single
Lender) or 9.5 (Change of
Control) shall include the discharge of LC Liabilities to the extent of the relevant Lenders
Relevant Proportion of the amount of the LC Liabilities outstanding at the relevant time.9.6.7
    
    No Borrower shall repay or prepay all or any part of the Utilisations or cancel all or any part
of the Commitments except at the times and in the manner expressly provided for in this
Agreement.9.6.8
    
    No amount of the Total Commitments cancelled under this Agreement may be subsequently
reinstated.9.6.9
    
    If the Agent receives a notice under this clause 9
(Prepayment and cancellation) it shall
promptly forward a copy of that notice to either the Ultimate Holding Company or the
affected
Lender, as appropriate.
 26




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##### 



SECTION 5
COSTS OF UTILISATION
 10
    
    Interest10.1
    
    Calculation of interestThe rate of interest on each Loan for each Interest Period is the percentage
rate per annum which is the aggregate of the applicable:
 (a)
    
    Margin from time to time;(b)
    
    LIBOR or, in relation to any Loan in euro, EURIBOR; and(c)
    
    Mandatory Cost, if any.
 10.1.1
    
    Calculation of MarginThe Margin in relation to any Loan, and the Letter of Credit fee for the
purposes of clause 13.4.1 (Letter of Credit Fees), shall (subject to the proviso
below) be the rate set out in column (1) below which corresponds to the ratio of
Net Debt to EBITDA set out in column (2) below, EBITDA being calculated as the
aggregate EBITDA for the two most recently preceding Half-Yearly Periods in
respect of which a Compliance Certificate has been delivered to the Agent in
accordance with clause 21.1.5(c) (Delivery of reports) (and, if applicable,
paragraph 12 of Schedule 2 (Conditions Precedent) and determined from the most
recent such Compliance Certificate:
 (1)
    
    (2)Rate (per cent. per annum)
    
    Net Debt: EBITDA0.55
    
    greater than or equal to 2.00:10.50
    
    Less than 2.00:1 and greater than or equal to 1.00:10.45
    
    Less than 1.00:1
 provided that:
 (a)
    
    prior to the date upon which the Agent receives a Compliance
Certificate relating to the
Half-Yearly Period ending 31 December 2004, the Margin shall be the rate set out
in
column (1) above which corresponds to the ratio of Net Debt to EBITDA set out in
column (2) above, EBITDA as determined from the Compliance Certificate provided
by
the Ultimate Holding Company in accordance with paragraph 12 of
Schedule 2
(Conditions precedent); and(b)
    
    if the Ultimate Holding Company has failed to deliver a
Compliance Certificate due
under this Agreement within five days of its due date, the Margin shall be 0.55
per cent.
per annum until such time as such Compliance Certificate is duly delivered
in
accordance with clause 21.1.5 (Delivery of reports).
 For the avoidance of doubt, any change in Margin shall take effect immediately
following delivery of a Compliance Certificate to the Agent in accordance with
clause 21.1.5 (Delivery of reports).
 10.2
    
    Payment of interestThe Borrower to which a Loan has been made shall pay accrued interest on that
Loan on the last day of each Interest Period (and, if the Interest Period is longer
than six Months, on the dates falling at six monthly intervals after the first day of
the Interest Period).
 
 27




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##### 



10.3
    
    Default interest
 10.3.1
    
    If an Obligor fails to pay any amount payable by it under a Finance Document on its due
date,
interest shall accrue on the overdue amount from the due date up to the date of actual
payment (both before and after judgment) at a rate one per cent higher than the rate which
would have been payable if the overdue amount had, during the period of non-payment,
constituted a Utilisation in the currency of the overdue amount for successive Interest
Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing
under this clause 10.3 shall be immediately payable by the Obligor on demand by the Agent.10.3.2
    
    Default interest (if unpaid) arising on an overdue amount will be compounded with the
overdue amount at the end of each Interest Period applicable to that overdue amount but will
remain immediately due and payable.
 10.4
    Notification of rates of interestThe Agent shall promptly notify the Lenders and the relevant Borrower of the
determination of a rate of interest under this Agreement.11
    Interest Periods11.1
    Selection of Interest Periods
 11.1.1
    
    The relevant Borrower may select an Interest Period for a Loan in the Utilisation Request
for
that Loan.11.1.2
    
    Subject to this clause 11, the relevant Borrower may select an Interest Period of 1, 2, 3 or
6 Months or any other period agreed between such Borrower and the Agent.11.1.3
    
    An Interest Period for a Loan shall not extend beyond the Termination Date.11.1.4
    
    Each Loan shall have one Interest Period only.
 11.2
    Non-Banking DaysIf an Interest Period would otherwise end on a day which is not a Banking Day, that
Interest Period will instead end on the next Banking Day in that calendar month (if
there is one) or the preceding Banking Day (if there is not).12
    Changes to the calculation of interest12.1
    Absence of quotationsSubject to clause 12.2 (Market disruption), if LIBOR or, if applicable, EURIBOR is to be
determined by reference to the Reference Banks but a Reference Bank does not supply a
quotation by the Specified Time on the Quotation Day, the applicable LIBOR or EURIBOR
shall be determined on the basis of the quotations of the remaining Reference Banks.12.2
    Market disruption
 12.2.1
    
    If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the
rate
of interest on each Lenders share of that Loan for the Interest Period shall be the
rate per annum which is the sum of:
 (a)
    
    the applicable Margin;(b)
    
    the rate notified to the Agent by that Lender as soon as
practicable and in any event
before interest is due to be paid in respect of that Interest Period, to be that
which
expresses as a percentage rate per annum the cost to that Lender of funding its
participation in that Loan from whatever source it may reasonably select; and(c)
    
    the Mandatory Cost, if any, applicable to that Lenders participation in the Loan.
 
 28




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##### 



12.2.2
    
    In this Agreement Market Disruption Eventmeans:
 (a)
    
    at or about noon on the Quotation Day for the relevant Interest
Period the Screen Rate
is not available and none or only one of the Reference Banks supplies a rate to
the
Agent to determine LIBOR or, if applicable, EURIBOR for the relevant currency and
period; or(b)
    
    before close of business in London on the Quotation Day for the
relevant Interest Period,
the Agent receives notifications from a Lender or Lenders (whose participations in a
Loan exceed 331/3 per cent. of that Loan) that the cost to it of obtaining matching
deposits in the Relevant Interbank Market would be in excess of LIBOR or, if applicable,
EURIBOR.
 12.3
    Alternative basis of interest or funding12.3.1
    
    If a Market Disruption Event occurs and the Agent or the Ultimate Holding Company so
requires, the Agent and the Ultimate Holding Company shall enter into negotiations
(for a
period of not more than thirty days) with a view to agreeing a substitute basis for
determining
the rate of interest.12.3.2
    
    Any alternative basis agreed pursuant to clause 12.3.1 shall, with the prior consent of all
the
Lenders and the Ultimate Holding Company, be binding on all Parties.12.4
    Break Costs12.4.1
    
    The relevant Borrower shall, within three Banking Days of demand by a Finance Party,
pay
to that Finance Party its Break Costs attributable to all or any part of a Loan or
Unpaid Sum
being paid by that Borrower on a day other than the last day of an Interest Period for
that
Loan or Unpaid Sum.12.4.2
    
    Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide
a certificate confirming the amount of its Break Costs for any Interest Period in which they
accrue.13
    Fees13.1
    Commitment fee13.1.1
    
    The Ultimate Holding Company shall pay to the Agent (for the account of each Lender)
a fee
in the Base Currency computed at the rate per annum of 40 per cent. of the Margin
applicable on the day of payment of such fee on that Lenders Available Commitment for the
Availability Period.13.1.2
    
    The accrued commitment fee is payable on the last day of each successive period of three
Months which ends during the Availability Period, on the last day of the Availability Period
and on the cancelled amount of any relevant Lenders Commitment at the time the
cancellation is effective.13.2
    Arrangement feeThe Ultimate Holding Company shall pay to the Mandated Lead Arrangers an
arrangement fee in the amount and at the times agreed in a Fee Letter.13.3
    Agency feeThe Ultimate Holding Company shall pay to the Agent (for its own account) an
agency fee in the amount and at the times agreed in a Fee Letter.13.4
    Letter of Credit Fees
 29




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13.4.1
    
    The Ultimate Holding Company shall pay fees calculated on the aggregate
daily Base
Currency Amount of the LC Liabilities, as determined by the Agent at an annual rate
equal to
the applicable Margin, to the Agent for the account of each Lender.13.4.2
    
    The accrued Letter of Credit fees are payable in respect of each Letter of Credit on the
last
day of each successive period of three months (or such shorter period as shall end on
the
maturity date of such Letter or Credit) starting on the date of issue of such Letter
of Credit.
Accrued Letter of Credit fees are also payable on the cancelled amount of any Lenders
Commitment at the time that such cancellation is effective if that Commitment is
cancelled in
full and the Letters of Credit are prepaid or repaid in full.13.5
    Utilisation Fee13.5.1
    
    If the aggregate of the Base Currency Amount of all outstanding Utilisations is
greater than 50
per cent, of the Total Commitments, the Ultimate Holding Company shall pay to the Agent (for
the account of each Lender) a fee in the Base Currency computed at a rate per annum of 0.05
per cent, of the Base Currency Amount of all outstanding Utilisations.13.5.2
    
    Such utilisation fee shall be calculated on a daily basis and is payable on the last day of each
successive period of three Months which ends during the Availability Period and on the
last day
of the Availability Period.
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SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS
 14
    Tax gross up and indemnities14.1
    Definitions14.1.1
    
    In this clause 14 (Tax
gross-up and indemnities):Bank Lendermeans a Lender:
 (a)
    
    which is a bank (as defined for the purpose of section 349 of the
Taxes Act) making an
advance under a Finance Document; or(b)
    
    in respect of an advance made under a Finance Document by a person
that was a bank
(as defined for the purposes of section 349 of the Taxes Act) at the time that
such
advance was made,
 and which is within the charge to United Kingdom corporation tax as respects any
payments of interest made in respect of that advance.Protected Partymeans a Finance Party which is or will be, for or on account of Tax,
subject to any liability or required to make any payment in relation to a sum received
or receivable (or any sum deemed for the purposes of Tax to be received or receivable)
under a Finance Document.Qualifying Lendermeans a Lender which is (on the date a payment falls due):
 (a)
    
    beneficially entitled to the interest payable to it in respect of
an advance under a
Finance Document; and(b)
    
    a Bank Lender, a UK Lender or a Treaty Lender.
 Tax Creditmeans a credit against, relief or remission for, or repayment of any Tax.Tax Deductionmeans a deduction or withholding for or on account of Tax from a
payment under a Finance Document.Tax Paymentmeans an increased payment made by an Obligor to a Finance Party under
clause 14.2 (Tax gross-up)
 or a payment under clause 14.3 (Tax indemnity).Treaty Lendermeans a Lender who, by virtue of a double taxation agreement between
the United Kingdom and the country of residence of that Lender, is (subject only to a
prior direction given to the relevant Borrower by the United Kingdom Inland Revenue
following an application by that Lender) eligible to receive payments from each
Borrower under this Agreement without any deduction in respect of Taxes and does not
carry on a business in the United Kingdom through a permanent establishment with
which such Lenders participation in the Loan is effectively connected.UK Lendermeans a person who is:
 (a)
    
    a company resident in the United Kingdom for tax purposes; or(b)
    
    a partnership each of whose members is a company so resident; or(c)
    
    a company not so resident in the United Kingdom for tax purposes,
but which carries on
a trade in the United Kingdom through a branch or agency which brings into account
interest payable in respect of that advance in computing its chargeable profits
(within
the meaning given by section 11(2) of the Taxes Act).
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14.1.2
    
    In this clause 14 (Tax gross up and indemnities) a reference to
determinesor determinedmeans a determination made in the absolute discretion of the person
making the determination.
 14.2
    
    Tax gross-up
 14.2.1
    
    Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a
Tax Deduction is required by law.14.2.2
    
    The Ultimate Holding Company or a Lender shall promptly upon becoming aware that an
Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a
Tax Deduction) notify the Agent accordingly. If the Agent receives such notification from a
Lender it shall notify the Ultimate Holding Company and that Obligor.14.2.3
    
    If a Tax Deduction is required by law to be made by an Obligor the amount of the payment
due from that Obligor shall be increased, subject to clause 14.2.4 below, to an amount which
(after making any Tax Deduction) leaves an amount equal to the payment which would have
been due if no Tax Deduction had been required.14.2.4
    
    An Obligor is not required to make an increased payment to a Lender under clause 14.2.3
above for a Tax Deduction in respect of tax imposed by the United Kingdom from a
payment
of interest on a Loan, if on the date on which the payment falls due:
 (a)
    
    the payment could have been made to the relevant Lender without a
Tax Deduction if it was a Qualifying Lender, but on that date the relevant
Lender is not or has ceased to be a Qualifying Lender other than as a result of
any change after the date it became a Lender under this Agreement in (or in the
interpretation, administration or application of) any law or double taxation
agreement or any published practice or concession of any relevant taxing
authority; or
 (b)
 (i)
    
    the relevant Lender is a UK Lender, or would have been a
UK Lender were it not for any change after the date it became a Lender under
this Agreement in (or in the interpretation, administration, or application
of) any law or double taxation agreement, or any published practice or
concession of any relevant taxing authority; and(ii)
    
    the Board of the Inland Revenue has given (and not
revoked) a direction under section 349C of the Taxes Act (as that provision
has effect on the date on which the relevant Lender became a party to this
Agreement) which relates to that payment and that Obligor has notified that
UK Lender of the precise terms of that notice; or
 (c)
    
    the relevant Lender is a Treaty Lender and the Obligor making the
payment is able to demonstrate that the payment could have been made to the
Lender without the Tax Deduction had that Lender complied with its obligations
under clause 14.2.7 below.
 14.2.5
    
    If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax
Deduction and any payment required in connection with that Tax Deduction within the time
allowed and in the minimum amount required by law.14.2.6
    
    Within thirty days of making either a Tax Deduction or any payment required in connection
with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for
the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance
Party that the Tax Deduction has been made or (as applicable) any appropriate payment
paid to the relevant taxing authority.14.2.7
    
    A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is
entitled shall co-operate in completing any procedural formalities necessary for that
Obligor
to obtain authorisation to make that payment without a Tax Deduction, provided that if
a Treaty Lender is also a New Lender (as such term is defined in clause 23.1 (Assignment
and transfers by the Lenders)) it shall be deemed, for the purposes of this clause 14.2.7
and clause 14.2.4(c) above, to have failed to comply with its obligations under this
clause 14.2.7
 32




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if, following its assumption of obligations pursuant to clause 23 (Changes to
the Lenders) (the date of such assumption being the Accession Date),it omits to
file an application for relief under any applicable double taxation agreement with
the relevant authorities in its country of residence, any such application to be
filed by the date falling 30 days before the date upon which an interest payment next
falls due or the Accession Date, whichever the later.
 14.3
    
    Tax indemnity
 14.3.1
    
    The Ultimate Holding Company shall (within three Banking Days of demand by the Agent)
pay to a Protected Party an amount equal to the loss, liability or cost which that Protected
Party determines will be or has been (directly or indirectly) suffered for or on account of Tax
by that Protected Party in respect of a Finance Document.14.3.2
    
    Clause 14.3.1 above shall not apply:
 (a)
    
    with respect to any Tax assessed on a Finance Party:
 (i)
    
    under the law of the jurisdiction in which that Finance
Party is incorporated or, if different, the jurisdiction (or jurisdictions)
in which that Finance Party is treated as resident for tax purposes; or(ii)
    
    under the law of the jurisdiction in which that Finance
Partys Facility Office is located in respect of amounts received or
receivable in that jurisdiction,if that Tax is imposed on or calculated by reference to the net income received or
receivable (but not any sum deemed to be received or receivable) by that Finance
Party; or
 (b)
    
    with respect to any Tax assessed on the Agent, as a result of the
failure by a Lender to
satisfy on the due date of a payment of interest the condition set out in clause
25.15 (Lenders tax status confirmation); or(c)
    
    to the extent that a loss, liability or cost:
 (i)
    
    is compensated for by an increased payment under clause
14.2 (Tax gross-up); or(ii)
    
    would have been compensated for by an increased payment
under clause 14.2 (Tax gross-up) but was not so compensated solely because
one of the exclusions in clause 14.2.4 applied.
 14.3.3
    
    A Protected Party making, or intending to make a claim pursuant to clause 14.3.1 above
shall promptly notify the Agent of the event which will give, or has given, rise to the claim,
following which the Agent shall notify the Ultimate Holding Company.14.3.4
    
    A Protected Party shall, on receiving a payment from an Obligor under this clause 14.3,
notify the Agent.
 14.4
    
    Tax Credit
 If an Obligor makes a Tax Payment and the relevant Finance Party determines that:
 (a)
    
    a Tax Credit is attributable either to an increased payment of which that
Tax Payment
forms part, or to that Tax Payment; and(b)
    
    that Finance Party has obtained, utilised and retained that Tax Credit,
 the Finance Party shall pay an amount to the Obligor which that Finance Party determines
will leave it (after that payment) in the same after-Tax position as it would have been
in had the Tax Payment not been made by the Obligor.
 33




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##### 



14.5
    
    Stamp taxesThe Ultimate Holding Company shall pay and, within three Banking Days of demand,
indemnify each Finance Party against any cost, loss or liability that Finance Party
incurs in relation to all stamp duty, registration and other similar Taxes payable in
respect of any Finance Document.14.6
    
    Value added tax
 14.6.1
    
    All consideration payable under a Finance Document by any Party to a Finance Party shall
be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by any
Finance Party to any Party in connection with a Finance Document that Party shall pay
to the Finance Party (in addition to and at the same time as paying that consideration) an
amount equal to the amount of the VAT.14.6.2
    
    Where a Finance Document requires an Obligor to reimburse a Finance Party for any costs
or expenses, that Obligor shall also at the same time pay and indemnify that Finance Party
against all VAT incurred by that Finance Party in respect of the costs or expenses save to
the extent that that Finance Party is entitled to repayment or credit in respect of the VAT.
 15
    
    Increased costs15.1
    
    Increased costs
 15.1.1
    
    Subject to clause 15.3 (Exceptions) the Ultimate Holding Company shall, within three
Banking Days of a demand by the Agent, pay for the account of a Finance Party the amount
of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i)
the introduction of or any change in (or in the interpretation, administration or application of)
any law or regulation or (ii) compliance with any law or regulation made after the date of this
Agreement.15.1.2
    
    In this Agreement Increased Costsmeans:
 (a)
    
    a reduction in the rate of return from the Facility or on a Finance
Partys (or its Affiliates)
overall capital;(b)
    
    an additional or increased cost; or(c)
    
    a reduction of any amount due and payable under any Finance Document,
 which is incurred or suffered by a Finance Party or any of its Affiliates to the extent
that it is attributable to that Finance Party having entered into its Commitment or
funding or performing its obligations under any Finance Document.
 15.2
    
    Increased cost claims
 15.2.1
    
    A Finance Party intending to make a claim pursuant to clause 15.1 (Increased costs)
shall
notify the Agent of the event giving rise to the claim, following which the Agent shall promptly
notify the Ultimate Holding Company.15.2.2
    
    Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a
certificate confirming the amount of its Increased Costs.
 15.3
    
    Exceptions
 15.3.1
    
    Clause 15.1 (Increased costs) does not apply to the extent any Increased Cost is:
 (a)
    
    attributable to a Tax Deduction required by law to be made by an Obligor;(b)
    
    compensated for by clause 14.3 (Tax indemnity) (or would have been
compensated for
under clause 14.3 (Tax indemnity) but was not so compensated solely because one of
the exclusions in clause 14.3.2 (Tax indemnity) applied);
 34




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##### 



(c)
    
    compensated for by the payment of the Mandatory Cost; or(d)
    
    attributable to the wilful breach by the relevant Finance Party or
its Affiliates of any law
or regulation.
 15.3.2
    
    In this clause 15.3, a reference to a Tax Deductionhas the same meaning given to the
term in clause 14.1 (Definitions).16
    Other indemnities16.1
    Currency indemnity16.1.1
    
    If any sum due from an Obligor under the Finance Documents (a
Sum), or any order,
judgment or award given or made in relation to a Sum, has to be converted from the
currency (the First Currency) in which that Sum is payable into another currency
(the Second Currency) for the purpose of:
 (a)
    
    making or filing a claim or proof against that Obligor;(b)
    
    obtaining or enforcing an order, judgment or award in relation to
any litigation or arbitration proceedings,
 that Obligor shall as an independent obligation, within three Banking Days of demand,
indemnify each Finance Party to whom that Sum is due against any cost, loss or
liability arising out of or as a result of the conversion including any discrepancy
between (A) the rate of exchange used to convert that Sum from the First Currency into
the Second Currency and (B) the rate or rates of exchange available to that person at
the time of its receipt of that Sum.16.1.2
    
    Each Obligor waives any right it may have in any jurisdiction to pay any amount under the
Finance Documents in a currency or currency unit other than that in which it is expressed to
be payable.16.2
    Other indemnitiesThe Ultimate Holding Company shall (or shall procure that an Obligor will), within three
Banking Days of demand, indemnify each Lender against any cost, loss or liability
incurred by that Lender as a result of:
 (a)
    
    the occurrence of any Event of Default;(b)
    
    a failure by an Obligor to pay any amount due under a Finance Document on
its due date,
including without limitation, any cost, loss or liability arising as a result of
clause 27
(Sharing among the Finance Parties);(c)
    
    funding, or making arrangements to fund, its participation in a
Utilisation requested by a
Borrower in a Utilisation Request but not made by reason of the operation of any one
or
more of the provisions of this Agreement (other than by reason of default or
negligence by
that Lender alone); or(d)
    
    a Utilisation (or part of a Utilisation) not being prepaid in accordance
with a notice of prepayment given by a Borrower.
 16.3
    
    Indemnity to the Agent
 The Ultimate Holding Company shall promptly indemnify the Agent against any cost, loss
or liability incurred by the Agent (acting reasonably) as a result of:
 (a)
    
    investigating any event which it reasonably believes is a Default; or(b)
    
    acting or relying on any notice, request or instruction which it
reasonably believes to be
genuine, correct and appropriately authorised.
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17
    
    Mitigation by the Lenders17.1
    
    Mitigation
 17.1.1
    
    Each Finance Party shall, in consultation with the Ultimate Holding Company, take all
reasonable steps to mitigate any circumstances which arise and which would result in any
amount becoming payable under, or cancelled pursuant to, any of clause 9.1 (Illegality),
clause 14 (Tax gross up and indemnities) or clause 15 (Increased costs) or paragraph 3 of
Schedule 4 (Mandatory Cost formulae) including (but not limited to) transferring its rights and
obligations under the Finance Documents to another Affiliate or Facility Office.17.1.2
    
    Clause 17.1.1 above does not in any way limit the obligations of any Obligor under the
Finance Documents.
 17.2
    
    Limitation of liability
 17.2.1
    
    The Ultimate Holding Company shall indemnify each Finance Party for all costs and
expenses reasonably incurred by that Finance Party as a result of steps taken by it under
clause 17.1 (Mitigation).17.2.2
    
    A Finance Party is not obliged to take any steps under clause 17.1 (Mitigation) if, in the
opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.
 18
    
    Costs and expenses18.1
    
    Transaction expenses
 The Ultimate Holding Company shall promptly on demand pay the Agent and the MLAs
the amount of all costs and expenses (including legal fees) reasonably incurred by any
of them in connection with the negotiation, preparation, printing, execution and
syndication of:
 (a)
    
    this Agreement and any other documents referred to in this Agreement; and(b)
    
    any other Finance Documents executed after the date of this Agreement.
 18.2
    
    Amendment costsIf (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is
required pursuant to clause 28.9 (Change of currency), the Ultimate Holding Company
shall, within three Banking Days of demand, reimburse the Agent for the amount of all
costs and expenses (including legal fees) reasonably incurred by the Agent in responding
to, evaluating, negotiating or complying with that request or requirement.18.3
    
    Enforcement costsThe Ultimate Holding Company shall, within three Banking Days of demand, pay to
each Finance Party the amount of all costs and expenses (including legal fees) incurred
by that Finance Party in connection with the enforcement of, or the preservation of any
rights under, any Finance Document.18.4
    
    Cost of consents to a Permitted SchemeThe Ultimate Holding Company shall, within three Banking Days of demand, pay to
the Agent on behalf of each Finance Party the amount of all costs and expenses
(including legal fees) reasonably incurred by that Finance Party in taking any action or
executing any document referred to in clause 2.3.2 (Consent to a Permitted Scheme).
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SECTION 7
GUARANTEE
 19
    
    Guarantee and indemnity19.1
    
    Covenant to payEach Guarantor irrevocably and unconditionally jointly and severally guarantees to pay to
the Agent, for the account of the Finance Parties, on demand by the Agent all moneys and
discharge all obligations and liabilities now or hereafter due, owing or incurred by each
Borrower to the Finance Parties (or any of them) under or pursuant to the Finance
Documents when the same become due for payment or discharge whether by acceleration or
otherwise and whether such moneys are denominated in Sterling or in any Optional
Currency.19.2
    
    Guarantors as principal debtors; indemnityAs a separate and independent stipulation, the Guarantors jointly and severally agree
that if any purported obligation or liability of any Borrower which would have been the
subject of this guarantee had it been valid and enforceable is not or ceases to be valid
or enforceable against such Borrower on any ground whatsoever whether or not known to the
Finance Parties or any of them (including, without limitation, any irregular exercise or
absence of any corporate power or lack of authority of, or breach of duty by, any person
purporting to act on behalf of such Borrower or any legal or other limitation, whether
under the Limitation Acts or otherwise or any disability or Incapacity or any change in
the constitution of such Borrower) the Guarantors shall nevertheless be jointly and
severally liable to the Finance Parties in respect of that purported obligation or
liability as if the same were fully valid and enforceable and such Guarantor was the
principal debtor in respect thereof. The Guarantors hereby jointly and severally agree to
keep the Finance Parties fully indemnified on demand against all damages, losses, costs
and expenses arising from any failure of such Borrower to perform or discharge any such
purported obligation or liability.19.3
    
    No security taken by GuarantorsThe Guarantors jointly and severally warrant that they have not taken or received, and
undertake that until all the Guaranteed Liabilities have been paid or discharged in
full, they will not take or receive, the benefit of any security from any Borrower or
any other person in respect of their obligations under this guarantee.19.4
    
    InterestEach Guarantor agrees to pay interest on each amount demanded of it under this guarantee
from the date of such demand until payment (as well after as before judgment) at the
rate specified in clause 10.3 (Default interest). Such interest shall be compounded at
the end of each period determined for this purpose by the Agent in the event of it not
being paid when demanded but without prejudice to the Lenders right to require payment
of such interest.19.5
    
    Continuing security and other mattersThis guarantee shall:
 19.5.1
    
    secure the ultimate balance from time to time owing to the Finance Parties by each Borrower
and shall be a continuing security, notwithstanding any settlement of account or other matter
whatsoever;19.5.2
    
    be in addition to any present or future Collateral Instrument, right or remedy held by or
available to the Lenders or any of them or each MLA or the Agent; and19.5.3
    
    not be in any way prejudiced or affected by the existence of any such Collateral Instrument,
rights or remedies or by the same becoming wholly or in part void, voidable or unenforceable
on any ground whatsoever or by the Agent or the MLAs or the Lenders or any of them
 37




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##### 



19.6
    
    New accountsIf this guarantee ceases to be continuing for any reason whatsoever each Lender may
nevertheless continue any account of either of the Borrowers or open one or more new accounts and
the liability of the Guarantors under this guarantee shall not in any manner be reduced or affected
by any subsequent transactions or receipts or payments into or out of any such account.19.7
    
    Liability unconditionalThe liability of each Guarantor shall not be affected nor shall this guarantee be discharged or
reduced by reason of:19.7.1
    
    the Incapacity or any change in the name, style or constitution of any Obligor or any other
person liable; or19.7.2
    
    any Finance Party granting any time, indulgence or concession to, or compounding with,
discharging, releasing or varying the liability of any other Obligor or any other person liable
or renewing, determining, varying or increasing any accommodation, facility or transaction or
otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying
any compromise, arrangement or settlement or omitting to claim or enforce payment from any
other Obligor or any other person liable; or19.7.3
    
    any act or omission which would not have discharged or affected the liability of such Guarantor
had it been a principal debtor instead of a guarantor or by anything done or omitted which but
for this provision might operate to exonerate such Guarantor.19.8
    
    Collateral InstrumentsNo Finance Party shall be obliged to make any claim or demand on any Borrower or to resort to any
Collateral Instrument or other means of payment now or hereafter held by or available to them or
it before enforcing this guarantee and no action taken or omitted by any Finance Party in
connection with any such Collateral Instrument or other means of payment shall discharge, reduce,
prejudice or affect the liability of any Guarantor under this guarantee nor shall any Finance
Party be obliged to apply any money or other property received or recovered in consequence of any
enforcement or realisation of any such Collateral Instrument or other means of payment in
reduction of the Guaranteed Liabilities.19.9
    
    Waiver of Guarantors rightsUntil all the Guaranteed Liabilities have been paid, discharged or satisfied in full (and
notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement)
each Guarantor agrees that, without the prior written consent of the Agent, it will not:19.9.1
    
    exercise its rights of subrogation, reimbursement and indemnity against any other Obligor or
any other person liable; or19.9.2
    
    demand or accept repayment in whole or in part of any Indebtedness now or hereafter due as a
consequence of entering into this Agreement as a Guarantor or making a payment under this
Agreement as a Guarantor, due to such Guarantor from any other Group Member or from any other
person liable or demand or accept any Collateral Instrument in respect of the same or dispose
of the same; or19.9.3
    
    take any step to enforce any right either against any other Obligor arising as a consequence of
entering into this Agreement as a Guarantor or making a payment under this Agreement as a
Guarantor or against any other person liable in respect of any Guaranteed Liabilities; or19.9.4
    
    claim any set-off or counterclaim against any other Obligor or any other person liable or claim
or prove in competition with any Finance Party in the liquidation of any other Obligor or
 38




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Partial payments
 19.10
    
    Suspense accountsAny money received in connection with this guarantee (whether before or after any
Incapacity of any Obligor) may be placed to the credit of a suspense account with a view
to preserving the rights of the Finance Parties to prove for the whole of their
respective claims against any Obligor or any other person liable or may be applied in or
towards satisfaction of the Guaranteed Liabilities in accordance with the order set out
in clause 28.5.1 (Partial payments) save where such money is received pursuant to a
demand by the Agent under clause 10.1 (Calculation of interest) and is in an amount equal
to the sum demanded, in which case such money shall be applied in or towards satisfaction
of the Guaranteed Liabilities in accordance with the order set out in clause 28.5.1
(Partial payments).19.11
    
    Settlements conditionalAny release, discharge or settlement between any Guarantor and the Finance Parties shall
be conditional upon no security, disposition or payment to the Finance Parties by any
Obligor or any other person liable being void, set aside or ordered to be refunded
pursuant to any enactment or law relating to bankruptcy, liquidation, administration or
insolvency or for any other reason whatsoever and if such condition shall not be
fulfilled the Finance Parties shall be entitled to enforce this Guarantee subsequently as
if such release, discharge or settlement had not occurred and any such payment had not
been made.19.12
    
    Guarantors to deliver up certain propertyIf,
contrary to clauses 19.3 (No security taken by Guarantors) or 19.4 (Interest), any
Guarantor takes or receives the benefit of any security or receives or recovers any money
or other property, such security, money or other property shall be held on trust for the
Finance Parties and shall be delivered to the Agent on demand.19.13
    
    Retention of this guaranteeThe Finance Parties shall be entitled to retain this guarantee after as well as before
the payment or discharge of all the Guaranteed Liabilities for such period as the Agent
may reasonably determine.19.14
    
    Changes in constitution or reorganisations of LendersFor the avoidance of doubt and without prejudice to the provisions of clause 23 (Changes
to the
Lenders), this guarantee shall remain binding on the Guarantors notwithstanding any
change in the constitution of the Finance Parties or any of them or their or its
absorption in, or amalgamation with, or the acquisition of all or part of their or its
undertaking or assets by, any other person, or any reconstruction or reorganisation of
any kind, to the intent that this guarantee shall remain valid and effective in all
respects in favour of any successor in title of the Lenders, the Mandated Lead Arrangers
and the Agent, any Substitute and any successor Agent appointed pursuant to clause 25.11
(Resignation of the Agent) in the same manner as if such successor in title, Substitute
or successor Agent had been named in this guarantee as a party instead of, or in addition
to, the relevant Lender or the relevant MLA or the Agent, as the case may be.19.15
    
    Other guarantorsEach Guarantor agrees to be bound by this guarantee notwithstanding that any other person
intended to execute or to be bound by any other guarantee or assurance under or pursuant
to this Agreement may not do so or may not be effectually bound and notwithstanding that
such
 39




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other guarantee or assurance may be determined or be or become invalid or unenforceable
against any other person, whether or not the deficiency is known to the Finance Parties
or any of them.19.16
    InterpretationReferences in this clause 19 to this guarantee shall be construed as including
references to each separate or independent stipulation or agreement by the Guarantors
contained in this clause 19 (Guarantee and indemnity).
 19.17
    Acceding Guarantors
 19.17.1
    
    The Ultimate Holding Company undertakes to procure that:
 (a)
    
    the aggregate turnover, fixed and current assets and the
contribution to EBITDA of the Obligors at all times are equal to or more than 85
per cent, of the turnover, fixed and current assets and EBITDA of the Group
(excluding for the avoidance of doubt the turnover and fixed and current
assets of any Special Purpose Subsidiary), as determined by reference to the
latest financial statements of the Obligors and the Group delivered to the Agent
under clause 21.1.4 (Financial statements) provided that (i) no Special Purpose
Subsidiary shall be required to become an Obligor pursuant to this clause
19.17.1 (Guarantee and indemnity), and (ii) EBITDA shall be calculated in
accordance with the Testing Accounting Principles;(b)
    
    HoldCo and any of its Subsidiaries which are also Holding
Companies of the Original Borrower become Guarantors no later than the time at
which they become a Holding Company of the Original Borrower;(c)
    
    Intermediate HoldCo and any Holding Company of Intermediate
HoldCo which is also a Subsidiary of the Original Borrower become Guarantors no
later than the effective date of the Intermediate HoldCo Scheme;(d)
    
    each Group Member which is the holder of a Licence which is
material in the context of the business, assets or financial condition of the
Group (taken as a whole) is an Obligor; and(e)
    
    no Subsidiary of the Ultimate Holding Company which is not an
Obligor shall issue, or give any guarantee in respect of, any Debt Instrument in
a principal amount in excess of US$50,000,000 other than a Special Purpose
Subsidiary in respect of Non-Recourse Liabilities.
 19.17.2
    
    The Ultimate Holding Company shall procure that any Group Member which may be required to
become an Obligor in order to comply with clause 19.17.1 enters into and delivers to the Agent
a Deed of Guarantor Accession together with the documents and evidence set out in Schedule 7
(Documents and evidence to be delivered by Acceding Guarantors) in form and substance
satisfactory to the Agent, in accordance with clauses 19.17.3, 19.17.4 or 19.17.6 as
appropriate.19.17.3
    
    Where a Group Member is required to become a Guarantor in order to comply with clause
19.17.1(a) or (d), the delivery to the Agent of the items referred to in clause 19.17.2 shall
be effected within thirty days of the date of delivery of financial statements pursuant to
clause 21.1.4 (Financial statements) demonstrating that the turnover, fixed and current assets
or contribution to EBITDA of the Obligors in aggregate fell below 85 per cent, of the
turnover, fixed and current assets or EBITDA of the Group or the relevant Group Member
becoming the holder of a relevant Licence (as the case may be).19.17.4
    
    Where a Group Member is required to become a Guarantor in order to comply with clause
19.17.1(e) the delivery to the Agent of the items referred to in clause 19.17.2 shall be
effected on or before the date on which such Subsidiary issues, or gives a guarantee in
respect of, the relevant Debt Instrument.19.17.5
    
    Where a Group Member is required to become a Guarantor in order to comply with clause
19.17.1(b) the delivery to the Agent of the items referred to in clause 19.17.2 shall be
 40




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19.17.6
    
    Where a Group Member is required to become a Guarantor in order to comply with clause
19.17.1(c) the delivery to the Agent of the items referred to in clause 19.17.2 shall be
effected on or before the effective date of the Intermediate HoldCo Scheme.19.17.7
    
    The Agent may at the written request of the Ultimate Holding Company permit the extension of
any period referred to in clause 19.17.3 (Acceding Guarantors) for such further period as the
Agent shall consider appropriate (acting reasonably), where the Ultimate Holding Company
provides confirmation satisfactory to the Agent that, by virtue of either the need to comply
with legal requirements in one or more relevant jurisdiction(s), or the need to obtain consent
of a third party to the entry into the Deed of Guarantor Accession, the time period imposed in
clause 19.17.3 (Acceding Guarantors) cannot be complied with. At the same time as making any
such request, the Ultimate Holding Company shall submit to the Agent details of the relevant
legal requirements or requisite third party consent(s) together with details of the steps taken
and proposed, to comply with such requirement or to obtain such consent.19.17.8
    
    The Ultimate Holding Company may request the Agent in writing to, and the Agent, acting in
accordance with the instructions of the Majority Lenders, shall extend any of the periods
referred to in clauses 19.17.3, 19.17.4 and 19.17.6 (Acceding Guarantors).
 19.18
    
    Additional Borrower
 19.18.1
    
    If the Permitted Scheme has been effected by way of a Permitted HoldCo Scheme, the Original
Borrower may, by not less than 10 Banking Days prior written notice to the Agent, notify the
Agent (which shall promptly notify the Lenders) of its intention to request that HoldCo becomes an
Additional Borrower pursuant to this clause 19.18 (Additional Borrower).If the Permitted Scheme
has been effected by way of a Permitted Intermediate HoldCo Scheme, the Original Borrower may, by
not less than 10 Banking Days prior written notice to the Agent, notify the Agent (which shall
promptly notify the Lenders) of its intention to request that Intermediate HoldCo becomes an
Additional Borrower pursuant to this clause 19.18 (Additional Borrower).
HoldCo or Intermediate HoldCo (as the case may be) shall become an Additional Borrower if:
 (a)
    
    HoldCo or Intermediate HoldCo (as the case may be) delivers to the Agent a duly
completed and executed Deed of Borrower Accession;(b)
    
    the Original Borrower confirms that no Default is continuing or would occur as a result
of HoldCo or Intermediate HoldCo (as the case may be) becoming an Additional Borrower; and(c)
    
    the Agent has received all of the documents and other evidence listed in Schedule 9
(Documents and evidence to be delivered by the Additional Borrower) in relation to the
Additional Borrower, each in form and substance satisfactory to the Agent.
 19.18.2
    
    The Agent shall notify the Original Borrower and the Lenders promptly upon being satisfied that it
has received (in form and substance satisfactory to it) all the documents and other evidence
listed in Schedule 9 (Documents and evidence to be delivered by the Additional Borrower).
 41




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19.19
    
    Release of Guarantors
 Acceding
Guarantors
 19.20
    
    Resignation of a Borrower
 19.20.1
    
    The Ultimate Holding Company may request that a Borrower (other than the Ultimate Holding
Company) ceases to be a Borrower by delivering to the Agent a Resignation Letter.19.20.2
    
    The Agent shall accept a Resignation Letter and notify the Ultimate Holding Company and the
Lenders of its acceptance if:
 (a)
    
    no Default is continuing or would result from the acceptance of
the Resignation Letter (and the Ultimate Holding Company has confirmed this is
the case); and(b)
    
    the Borrower is under no actual or contingent financial
obligations as a Borrower under any Finance Documents;
  19.21
    
    Know your customer checks
 19.21.1
    If:
 (a)
    
    the introduction of or any change in (or in the
interpretation, administration or application of) any law or regulation made
after the date of this Agreement;(b)
    
    any change in the status of an Obligor after the date of this Agreement; or(c)
    
    a proposed assignment or transfer by a Lender of any of its
rights and obligations under this Agreement to a party that is not a Lender
prior to such assignment or transfer,
  42




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19.21.2
    
    Each Lender shall promptly upon the request of the Agent supply, or procure the
supply of, such documentation and other evidence as is reasonably requested by the Agent (for
itself) in order for the Agent to carry out and be satisfied it has complied with all
necessary know your customer or other similar checks under all applicable laws and
regulations pursuant to the transactions contemplated in the Finance Documents.19.21.3
    
    The Ultimate Holding Company shall, by not less than 10
Banking Days prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) if a Group
Member is to become an Additional Guarantor pursuant to clause 19.17 (Acceding
Guarantors) or an Additional Borrower pursuant to clause 19.18 (Additional
Borrower).19.21.4
    
    Following the giving of any notice pursuant to clause 19.21.3 above, if the accession of
such Additional Obligor obliges the Agent or any Lender to comply with know your
customer or similar identification procedures in circumstances where the necessary
information is not already available to it, the Ultimate Holding Company shall promptly
upon the request of the Agent or any Lender supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Agent (for itself or
on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new
Lender) in order for the Agent or such Lender or any prospective new Lender to carry
out and be satisfied it has complied with the results of all necessary know your
customer or other similar checks under all applicable laws and regulations pursuant to
the accession of such Group Member to this Agreement as an Additional Obligor.
 43




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SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
 20
    
    Representations20.1
    
    Representations and warrantiesEach Obligor represents and warrants to each Finance Party (the Ultimate Holding
Company in respect of itself and its Subsidiaries, and each other Obligor in respect of
itself only) that:20.1.1
    
    Due incorporation of the Borrowerseach Borrower is duly incorporated and validly existing under the laws of England and
Wales as a limited liability company and has power to carry on its business as it is
now being conducted and to own its property and other assets;20.1.2
    
    Due incorporation of the Guarantorseach Guarantor is duly incorporated and validly existing under the laws of the
country of its incorporation as a limited liability company and has power to carry on
its business as it is now being conducted and to own its property and other assets;20.1.3
    
    Corporate power to borrow or guaranteeeach Obligor has power to execute, deliver and perform its obligations under the
Finance Documents and each Group Member has power to execute, deliver and perform its
obligations under any Deed of Subordination to which it is a party and (in the case
of each Borrower) to borrow the Commitments; all necessary corporate, shareholder and
other action has been taken by each Obligor and each other relevant Group Member to
authorise the execution, delivery and performance of the same and no limitation on
the powers of any Obligor to borrow or give guarantees will be exceeded as a result
of borrowings under this Agreement or as a result of the giving of the guarantee
contained in this Agreement;20.1.4
    
    Binding obligationsthe Finance Documents and any Deed of Subordination constitute valid and legally
binding obligations of, in the case of the Finance Documents, each Obligor and, in
the case of any Deed of Subordination, each Group Member party thereto enforceable in
accordance with their respective terms to the extent permitted by applicable law;20.1.5
    
    No conflict with other obligationsthe execution and delivery of, the performance of its obligations under, and
compliance with the provisions of, the Finance Documents and any Deed of Subordination
by, in the case of the Finance Documents, each Obligor and, in the case of any Deed of
Subordination, each Group Member party thereto will not (i) contravene, in any
material respect any existing applicable law, statute, rule or regulation or any
judgment, decree or permit to which such Obligor or Group Member is subject, (ii)
conflict with, or result in any breach of any of the terms of, or constitute a default
under, any agreement or other instrument to which such Obligor or Group Member is a
party or is subject or by which it or any of its property is bound, (iii) contravene
or conflict with any provision of such Obligors or Group Members Memorandum and
Articles of Association or equivalent constitutional documents or (iv) result in the
creation or imposition of or oblige any Obligor or any of its Subsidiaries to create
any Encumbrance on any of such Obligors or any of its Subsidiaries, undertakings,
assets, rights or revenues;20.1.6
    
    Consents obtainedevery consent, authorisation, licence or approval of, or registration with or
declaration to, governmental or public bodies or authorities or courts required by
each Obligor to authorise, or required in connection with, the execution, delivery,
validity, enforceability or admissibility
 44




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20.1.7
    
    No filings required
  20.1.8
    
    No litigationsave as set out in the Disclosure Letter, no litigation, arbitration or
administrative proceeding is:
 (a)
    
    taking place; or(b)
    
    to the knowledge of the Executive Officers of each Obligor, pending or
threatened,
  20.1.9
    
    No Defaultno Default has occurred and is continuing;20.1.10
    
    Financial statements of the Obligors correct and complete
 (a)
    
    the audited financial statements of the Obligors (being in the
case of the Ultimate Holding Company the audited consolidated financial
statements of the Group) and the audited consolidated financial statements of
the Group, in respect of the financial year ended on 30 June 2004; and(b)
    
    the consolidated financial statements of the Group, in respect of
the Half-Yearly Period ended on 31 December 2003,
  20.1.11
    
    No material adverse change
 Financial statements of the
Obligors correct and complete
 45




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##### 



20.1.12
    
    Information
  20.1.13
    
    Choice of law
  20.1.14
    
    Deduction of Tax
  20.1.15
    
    Compliance with consents and licences
 (a)
    
    every consent, authorisation, licence or approval required by any
Group Member (including the Licences and those required under or pursuant to any
Broadcasting Law) in connection with the conduct by any Group Member of its
business and the ownership, use, exploitation or occupation of its property and
assets has been obtained and is in full force and effect and there has been no
default in the observance of the conditions and restrictions (if any) imposed
in, or in connection with, any of the same (save in each case, where the failure
to obtain the same or maintain the same in full force and effect or such breach
(as the case may be) would not or is reasonably likely not to have a material
adverse effect on the business, assets or financial condition of the Group
(taken as a whole)); and(b)
    
    to the knowledge of the Executive Officers of the relevant
Obligor no circumstances have arisen whereby any remedial action is reasonably
likely to be required to be taken by, or at the expense of, such Group Member
under or pursuant to any law or regulation (including, without limitation, any
Broadcasting Law) applicable to the business, property or assets of the Group
(save in each case, where the failure to take such remedial action would not or
is reasonably likely to not have a material adverse effect on the business,
assets or financial condition of the Group (taken as a whole));
 20.1.16
    
    Copyright matters
  20.1.17
    
    Broadcasting Laws
  46




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##### 



20.2
    
    Repetition
  (a)
    
    the date of each Utilisation Request and the first day of each Interest Period; and(b)
    
    in the case of an Additional Obligor, the day on which the company
becomes (or it is proposed that the company becomes) an Additional Obligor,
 Financial statements of
the Obligors correct and complete Financial
statements
 21
    
    General undertakings21.1
    
    Positive undertakings
  21.1.1
    
    Notice of Default
  21.1.2
    
    Consents and licences
 Conditions of Utilisation No material
adverse change
 (a)
    
    obtain or cause to be obtained, maintain in full force and effect
and comply in all material respects with the conditions and restrictions (if
any) imposed in, or in connection with, every consent, authorisation, licence
or approval of governmental or public bodies or authorities or courts necessary
or desirable under applicable law, save where failure to do so would not have a
material adverse effect on the due performance by the Obligors and any other
relevant Group Member (taken as a whole) of all or any of their obligations under
the Finance Documents and any Deed of Subordination to which any of them is a
party; and(b)
    
    do, or cause to be done, all other acts and things which may from
time to time be necessary or desirable under applicable law for the continued due
performance of all its or any of its Subsidiaries obligations under the Finance
Documents and any Deed of Subordination to which any of them is a party;
 21.1.3
    
    
    Pari passu
 Negative undertakings
 47




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##### 



21.1.4

    
    Financial statements
 (a)
    
    prepare, in the case of each Obligor other than the Ultimate
Holding Company, annual financial statements, and in the case of the Ultimate
Holding Company annual consolidated financial statements (consolidated at the
level of the Ultimate Holding Company) each in accordance with the Reporting
Accounting Principles, and cause the same to be reported on by their respective
auditors; and(b)
    
    (in the case of the Ultimate Holding Company) prepare unaudited
consolidated financial statements consolidated at the level of the Ultimate
Holding Company in respect of each Half-Yearly Period ending on 31 December in
any year on the same basis as the statements referred to in (a) above (for the
avoidance of doubt including a statement of Total Debt and reasonable details of
the calculation thereof (such calculation to be made in accordance with the
Testing Accounting Principles) so as to enable the Lenders to determine
compliance or otherwise with the undertakings contained in this Agreement and
including details of the outstanding amount of any Subordinated Loan); and(c)
    
    respectively deliver sufficient copies of the statements referred
to in (a) and (b) above to the Agent for distribution to all the Lenders as soon
as practicable but not later than 150 days (in the case of audited financial
statements) or 75 days (in the case of unaudited financial statements) after the
end of the financial period to which they respectively relate provided that if
the Agent shall not have received such financial statements within the relevant
period, it shall notify the Ultimate Holding Company accordingly,
whereupon the Ultimate Holding Company shall deliver such statements to the Agent
within three Banking Days of the date of notification;
 21.1.5


    
    Delivery of reports
 Financial
statements
 (a)
    
    (in the case of the Ultimate Holding Company) every report,
circular, notice or like document which the Ultimate Holding Company is required
by law to send to its shareholders;(b)
    
    (in the case of each Obligor) every report, circular, notice or
like document issued by such Obligor to its creditors generally; and(c)
    
    (in the case of the Ultimate Holding Company, a Compliance
Certificate from the Chief Financial Officer or another director of the Ultimate
Holding Company stating that the Ultimate Holding Company as at the date of its
latest consolidated financial statements (whether audited or unaudited) and on
the basis of such statements, was in compliance with the covenants and
undertakings in clauses 19.17.1(a) (Acceding Guarantors) and
21.3 (Financial
undertakings) (or if it was not in compliance indicating the nature and extent of
the breach);
 21.1.6


    
    Provision of further information
  21.1.7
    
    Insurance
 48




---



##### 



21.1.8
    
    Compliance with laws and regulations
  21.1.9
    
    Environmental matters
  21.2
    
    Negative undertakings
  21.2.1
    
    Negative pledge
  (a)
    
    Encumbrances which secure Indebtedness in aggregate at any time
outstanding of not more than £50,000,000 (or its equivalent) over:
 (i)
    
    assets acquired after the date of this Agreement or over
the assets of companies which become Group Members after such date, which,
in each case, were in existence before the date of acquisition of the asset
or Group Member concerned and were not created in contemplation of such
acquisition, provided that the amount secured by any such Encumbrance is
not increased and that such Encumbrances are not increased or extended to
other assets of any Group Member; and(ii)
    
    any asset or Investment acquired by any Group Member
after the date of this Agreement and created at the time of such
acquisition to secure payment of the purchase price of such asset or
Investment or to secure any Indebtedness incurred for the purpose of
financing such acquisition,
  49




---



##### 



(b)
    
    Encumbrances where the benefit of such Encumbrance or such other
Encumbrance as the Agent considers equivalent thereto is at the same time
extended equally and rateably to the obligations of the Obligors under this
Agreement to the satisfaction of the Agent;(c)
    
    Encumbrances by Group Members over assets the aggregate value of
which does not exceed £300,000,000 less (if the Group or any member of it has
effected any Permitted Securitisation) the value (without double-counting) of all
assets, loans, disposals and Encumbrances which form part of any Permitted
Securitisation, provided that for these purposes the value of an asset shall be
determined as at the time of the creation of the Encumbrance or the occurrence of
any relevant Permitted Securitisation;(d)
    
    Encumbrances by, or over the share capital of, a Special Purpose
Subsidiary in respect of Non-Recourse Liabilities of that Special Purpose
Subsidiary;(e)
    
    Encumbrances granted in favour of the Finance Parties (or any of
them) over any Cash Collateral Account; and(f)
    
    Encumbrances approved by the Agent (acting on the instructions of
the Majority Lenders);
 21.2.2
    
    Disposals
  (a)
    
    pursuant to a Permitted Securitisation;(b)
    
    the disposal of any interest of any Group Member in a Special Purpose Subsidiary;
or(c)
    
    the disposal by a Special Purpose Subsidiary of any of its
undertaking, assets, rights or revenues,
 Loans and guarantees
 (A)
    
    directly or indirectly generated 15 per cent, or more of (i) the
consolidated turnover for the Group for the previous financial year, or (ii)
EBITDA for the Group for the previous financial year, or(B)
    
    which represented 15 per cent, or more of fixed and current assets
of the Group as at the last day of the previous financial year,
  21.2.3
    
    Loans and guarantees
  50




---



##### 



(a)
    
    make any loans other than:
 (i)
    
    the lending of cash or assets pursuant to any Permitted Securitisation,(ii)
    
    the lending of cash or assets to another Group Member other
than any Special Purpose Subsidiary provided that, in relation to any such
loan of an asset, the relevant loan shall be on a short-term basis renewable
only with the consent of the relevant lender; or(iii)
    
    a loan to any Obligor,
 (b)
    
    grant any credit (save for normal trade credit in the ordinary course of
business), or(c)
    
    give any guarantee to or for the benefit of any person (other than
a guarantee relating solely to performance obligations of a Group Member other
than any Special Purpose Subsidiary),
 Delivery of reports Net Debt: EBITDA
 21.2.4
    
    Change in nature of business
  21.2.5
    
    Indebtedness
  (a)
    
    under this Agreement;(b)
    
    in respect of any Subordinated Loan,(c)
    
    in respect of Indebtedness provided by another Group Member; or(d)
    
    in respect of Indebtedness raised by a Special Purpose Subsidiary
in respect of its Non- Recourse Liabilities),
 Delivery of reports (Conditions
precedent Net Debt: EBITDA
 51




---



##### 



(i)
    
    the Agent, (acting on the instructions of the Majority Lenders) has approved
the terms of such Indebtedness; or(ii)
    
    the provider of such Indebtedness and the relevant Group Member
have first entered into such subordination and priority arrangements in relation
to such Indebtedness as the Agent (acting on the instructions of the Majority
Lenders) may require and delivered to the Agent such evidence as it may
reasonably require that such arrangements are legal, valid and binding on such
provider and the relevant Group Member.
 21.3
    
    Financial undertakingsThe Ultimate Holding Company undertakes with each Finance Party that, from the date
of this Agreement and so long as any moneys are owing under the Finance Documents and
while all or any part of the Commitments remain outstanding it will ensure that:
 21.3.1
    
    Net Debt: EBITDAon the last day of each Half-Yearly Period of the Group commencing with the
Half-Yearly Period ending on 31 December 2004, the ratio of Net Debt (taking into
account the amount of any Utilisation due to be made or repaid on such day) to EBITDA
(EBITDA being calculated as the aggregate EBITDA for (x) such Half-Yearly Period and
(y) the immediately preceding Half-Yearly Period as determined in accordance with a
Compliance Certificate delivered to the Agent in accordance with 21.1.5(c) (Delivery
of reports)  (and, if relevant, paragraph 12 of Schedule 2) (Conditions precedent)),
does not exceed 3.00:1; and21.3.2
    
    Interest Coveron the last day of each Half-Yearly Period of the Group commencing with the
Half-Yearly Period ending on 31 December 2004, the ratio of EBITDA to Consolidated
Interest Charges (calculated in each case as the aggregate amounts for (x) such
Half-Yearly Period and (y) the immediately preceding Half-Yearly Period as determined
in accordance with a Compliance Certificate delivered to the Agent in accordance with
clause 21.1.5(c) (Delivery of reports)  (and, if relevant, paragraph 12 of Schedule 2
(Conditions precedent)), shall not be less than 3.50:1.
 21.4
    
    Auditors certificateIf at any time the Majority Lenders consider that any figure set out in any
Compliance Certificate is not correct, they shall be entitled within 30 days of the date
of the delivery of such Compliance Certificate to the Agent pursuant to clause 21.1.5
(Delivery of reports)  to require the Agent to notify the Ultimate Holding Company
accordingly. The Ultimate Holding Company and the Agent shall arrange to meet to discuss
such inaccuracy within 14 days of the date of such notification with a view to reviewing
the figures and remedying such inaccuracy. In the event that such inaccuracy is not
resolved to the satisfaction of the Majority Lenders or if no such meeting is held
within the specified 14 day period, the Agent may at any time after the date of such
meeting or, as the case may be, after the expiry of the said 14 day period call for a
certificate from the auditors of the Group as to such figure. For such purposes the
Groups auditors shall act as independent experts and not as arbiters and every such
certificate shall be addressed to the Agent (on behalf of the Lenders) and be at the
expense of the Ultimate Holding Company. If the Majority Lenders call for such a
certificate, all calculations under this Agreement by reference to the relevant figure
shall (i) until the Groups auditors deliver the relevant certificate under this clause
21.4 (Auditors certificate)  be made by reference to the figure set out in the relevant
Compliance Certificate delivered to the Agent under this Agreement and (ii) following
the delivery by the Groups auditors of a certificate under this clause 21.4 (Auditors
certificate)  be made by reference to such certificate and the Ultimate Holding Company
undertakes forthwith to take all action, including, without limitation, the prepayment
of all or part of any Utilisation so as to procure that all action hereunder taken on
the basis of the relevant Compliance Certificate, which on the basis of such auditors
certificate is incorrect and would not have been permitted, is reversed.21.5
    
    Testing Accounting Principles
 52




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##### 



21.5.1
    
    Each amount calculated in respect of the Financial Definitions pursuant to
clauses 21.3 (Financial undertakings) and 21.4 (Auditors certificate) shall be calculated in accordance with
the Testing Accounting Principles.21.5.2
    
    To the extent that the Ultimate Holding Company (or any other Group Member) adopts any
new accounting policy or changes the consistency of application of its accounting
principles
from the Original Accounting Principles, the Ultimate Holding Company shall notify the
Agent
and, if required by the Agent (acting on the instructions of the Majority Lenders) or
the
Ultimate Holding Company, the parties shall negotiate in good faith to amend clause
21.3
(Financial undertakings) and/or the Financial Definitions (or any of them) as required
by the
Agent in order for it to be able to make the same judgments as to the financial
performance
of the Group as it was able to make under the accounting policy or practice which
applied
immediately before the adoption of the revised policy or practice. If such
negotiations are
not concluded to the satisfaction of the Agent within 30 days, the Ultimate Holding
Company
agrees that it will either:
 (a)
    
    provide financial statements prepared on the same basis as before; or(b)
    
    provide financial statements prepared under the revised policy or
practice but containing
a statement reconciling the treatment of such statements under the accounting
policy or
practice which applied before adoption of the revised policy or practice with the
treatment of such statements under the then current accounting policy in order
that the
Agent may make the same judgments as to the financial performance of the Group as
it
was able to make under the accounting policy or practice which applied
immediately
before the adoption of such revised policy or practice.
 If:
 (i)
    
    the Ultimate Holding Company has agreed with the Agent
amendments to clause 21.3 (Financial undertakings) and/or the Financial
Definitions in accordance with this clause 21.5.2, then the Testing
Accounting Principles shall be the revised policy or practice adopted by
the Ultimate Holding Company which resulted in such agreement; or(ii)
    
    the Ultimate Holding Company has not agreed with the
Agent amendments to clause 21.3 (Financial undertakings)  and/or the
Financial Definitions in accordance with this clause 21.5.2, then the
Testing Accounting Principles shall be the Testing Accounting Principles
which applied before adoption of the revised policy or practice adopted by
the Ultimate Holding Company.
 22
    
    Events of
Default22.1
    
    Events of
defaultEach of the events and circumstances set out below is an Event of Default (whether
or not caused by any reason outside the control of any Obligor):
 22.1.1
    
    Non-payment:any Borrower fails to pay any sum due from it pursuant to the Finance
Documents in Sterling or the relevant Optional Currency, at the time and in the manner
stipulated in any relevant Finance Document except where the failure to pay any such sum is
due solely to technical or administrative delays in the transmission of funds and such sum is
paid in full within three Banking Days after the due date for payment; or22.1.2
    
    Breach of certain obligations:any Borrower or any Guarantor commits any breach of or
omits to observe any of the obligations or undertakings expressed to be assumed by it under
clauses 21.1.3 (Pari passu), 21.1.4 (Financial statements), 21.1.5(b) (Delivery of reports),
21.2 (Negative undertakings) or 21.3 (Financial undertakings); or22.1.3
    
    Breach of other obligations:any Group Member commits any breach of or omits to
observe any of the obligations or undertakings expressed to be assumed by it pursuant
to
the Finance Documents (other than breaches referred to in clauses 22.1.1 (Non-payment)
and 22.1.2 (Breach of certain obligations))  or any Subsidiary fails to become an
Acceding
Guarantor in accordance with clause 19.17 (Acceding Guarantors), and, in respect of
any
 53




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such breach or omission which in the opinion of the Majority Lenders, acting
reasonably, is capable of remedy, such action as the Agent may require shall not have
been taken within 28 days of the Agent notifying the relevant Group Member of such
default and of such required action; or22.1.4
    
    Misrepresentation:any representation or warranty made or deemed to be made or
repeated by or in respect of any Obligor in or pursuant to this Agreement or in any notice,
certificate or statement referred to in or delivered under this Agreement is or proves to have
been incorrect or misleading in any material respect; or22.1.5
    
    Cross-default:any Indebtedness of any Group Member is not paid when due or within any
originally applicable grace period or becomes (whether by declaration or automatically in
accordance with the relevant agreement or instrument constituting the same) due and
payable prior to the date when it would otherwise have become due or any creditor of any
Group Member becomes entitled (other than a creditor who is entitled in accordance with the
original terms on which such Indebtedness was made available to demand immediate
repayment of such Indebtedness at any time) to declare any such Indebtedness due and
payable being, in any such case, an amount, or aggregate amount at any one time, of not
less than £25,000,000 when aggregated with any amount under any Hedging Arrangements
to which clause 22.1.6 (Hedging Default) applies provided that the non-payment of
Indebtedness due in respect of any Subordinated Loan for so long as the relevant Group
Member is prohibited from paying by virtue of any Deed of Subordination shall not constitute
an Event of Default under this clause 22.1.5; or22.1.6
    
    Hedging Default:any Group Member commits any breach or omits to observe any of its
obligations or undertakings expressed to be assumed by it under any Hedging Arrangements
of an amount or aggregate amount, at one time, of not less than £25,000,000 when
aggregated with any Indebtedness to which clause 22.1.5 (Cross default) applies which
breach or omission amounts to an event of default or an event entitling the relevant
counterparty to terminate such Hedging Arrangements (howsoever described); or22.1.7
    
    Legal process:(i) any judgment or order made against any Group Member is not stayed or
is not complied with within such period as may be designated in such judgment or order for
compliance, or if no period is so designated, within 14 days, or (ii) a creditor attaches or
takes possession of, or a distress, execution, sequestration or other process is levied or
enforced upon or sued out against, any of the undertakings, assets, rights or revenues of
any Group Member and is not discharged within 14 days and (in each case) the same is in
respect of claims in aggregate at any one time of not less than £15,000,000; or22.1.8
    
    Insolvency:any Group Member is deemed unable or admits inability to pay its debts as they
fall due pursuant to sections 123(1)(a), (b) or (e) or (2) of the Insolvency Act 1986; suspends
making payments on any of its debts or announces an intention to do so; becomes insolvent;
or suffers the declaration of a moratorium in respect of any of its indebtedness; or22.1.9
    
    Winding up:any corporate action, legal proceedings or other procedure or step is taken for
the purpose of winding up any Group Member (not being a petition which the Ultimate
Holding Company can demonstrate to the satisfaction of the Agent, by providing an
opinion
of leading counsel to that effect, is frivolous, vexatious or an abuse of the process
of the
court or relates to a claim to which such Group Member has a good defence and which
is
being vigorously contested by such Group Member) or an order is made or resolution
passed for the winding up of any Group Member or a notice is issued convening a
meeting
for the purpose of passing any such resolution other than (A) pursuant to a solvent
reorganisation previously approved in writing by the Majority Lenders, or (B) in
relation to the
solvent winding up of any Group Member other than any Obligor; or22.1.10
    
    Administration:any petition is presented, notice given or other step is taken for the
purpose
of the appointment of an administrator of any Group Member or any such petition or other
step is imminent or an administration order is made in relation to any Group Member; or22.1.11
    
    Appointment of receivers and managers:any administrative or other receiver is appointed
of any Group Member or any part of their respective assets and/or undertakings or any
other
steps are taken to enforce any Encumbrance over all or any part of the assets of any
Group
Member; or
 54




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22.1.12
    
    Compositions:other than pursuant to a Permitted Scheme, any corporate
action, legal
proceedings or other procedures or steps are taken, or negotiations commenced, by any
Group Member or by any of their respective creditors (other than the Finance Parties or any
Finance Party) with a view to proposing any kind of composition, compromise or
arrangement involving such company and its creditors generally; or22.1.13
    
    Analogous proceedings:there occurs, in relation to any Group Member, in any country or
territory in which any of them carries on business or to the jurisdiction of whose courts any
part of their respective assets is subject, any event which, in the reasonable opinion of the
Agent, appears in that country or territory to correspond with, or have an effect equivalent or
similar to, any of those mentioned in clauses 22.1.7 (Legal process) to 22.1.12
(Compositions) (inclusive) or any Group Member otherwise becomes subject, in any such
country or territory, to the operation of any law relating to insolvency, bankruptcy or
liquidation; or22.1.14
    
    Cessation of business:any Group Member suspends or ceases or threatens to suspend
or cease to carry on its respective business other than (A) pursuant to (i) a Permitted
Scheme or (ii) solvent reorganisation previously approved in writing by the Majority Lenders
or (B) in relation to the solvent winding up of any Group Member other than any Obligor; or22.1.15
    
    Seizure:all or a material part of the undertakings, assets, rights or revenues of, or shares or
other ownership interests in, any Group Member are seized, nationalised, expropriated or
compulsorily acquired by or under the authority of any government; or22.1.16
    
    Unlawfulness:it becomes unlawful at any time for any Group Member to perform all or any
of its obligations under the Finance Documents or any Deed of Subordination to which it is a
party; or22.1.17
    
    Repudiation:any Obligor repudiates any Finance Document, or any relevant Group
Member repudiates any Deed of Subordination to which it is a party, or, in the case of an
Obligor, does or causes or permits to be done any act or thing evidencing an intention to
repudiate any Finance Document or, in the case of any relevant Group Member, any Deed of
Subordination to which it is a party; or22.1.18
    
    Obligations of any Guarantor ceasing to be effective:save to the extent set out in the
qualifications to any legal opinion delivered to the Agent in accordance with clause
5.1 (Initial conditions precedent) or clause 19.17 (Acceding Guarantors), the
obligations of any Guarantor under the Finance Documents become invalid, ineffective
or unenforceable for any reason and such Guarantor is not replaced in accordance
with clause 19.17 (Acceding Guarantors) to ensure on-going compliance with, inter
alia, clause 19.17.1; or22.1.19
    
    Licences:any of the Licences are not granted or are suspended, revoked, cancelled,
withdrawn, terminated, expired and are not renewed or otherwise cease to be in full
force
and effect, which event or circumstance would have a material adverse effect on the
ability
of the Obligors and any other relevant Group Member (taken as a whole) to perform all
or
any of their obligations under the Finance Documents and any Deed of Subordination to
which any of them is a party,provided that there shall not be an Event of Default solely by reason of (A) any of
the events or circumstances described in clause 22.1.5 (Cross-default), 22.1.6
(Hedging Default), 22.1.7 (Legal process), 22.1.8
(Insolvency), 22.1.9 (Winding up), 22.1.10
(Administration), 22.1.11 (Appointment of receivers and managers), 22.1.12
(Compositions), 22.1.13 (Analogous proceedings), 22.1.14 (Cessation of business)  or
22.1.15 (Seizure) taking place with respect to (i) a Special Purpose Subsidiary or
(ii) any other Subsidiary of the Ultimate Holding Company which is not an Obligor
unless (in the case of (ii) only), in the reasonable opinion of the Majority
Lenders, the ability of the Obligors and any other relevant Group Member (taken as a
whole) to perform all or any of their respective obligations under, or otherwise to
comply in all material respects with the terms of, the Finance Documents and any
Deed of Subordination to which any of them is a party, shall be materially and
adversely affected or (B) the enforcement of any Encumbrance over the share capital
of a Special Purpose Subsidiary.22.2
    Acceleration
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The Agent may and if so requested by the Majority Lenders shall, without prejudice to any
other rights of the Lenders, at any time after the happening of an Event of Default so
long as the same is continuing by notice to the Ultimate Holding Company declare that:22.2.1
    
    the obligation of each Lender to make its Commitment available shall be terminated,
whereupon the Commitments shall be reduced to zero forthwith; and/or22.2.2
    
    declare that full cash cover in respect of each Letter of Credit is immediately due and
payable, whereupon it shall become immediately due and payable; and/or22.2.3
    
    all outstanding Utilisations and all interest, fees and commitment commission accrued and all
other sums payable under the Finance Documents have become immediately due and
payable or have become due and payable on demand, whereupon the same shall,
immediately or in accordance with the terms of such notice, become so due and payable.22.3
    Demand basisIf, pursuant to clause 22.2 (Acceleration), the Agent declares all outstanding
Utilisations to be due and payable on demand then, at any time thereafter, the Agent may
(and, if so instructed by the Majority Lenders, shall) by written notice to the Ultimate
Holding Company (i) call for repayment of the Loans and the discharge of the LC
Liabilities on such date as may be specified in such notice (provided that any such date
so specified shall not be a date earlier than the date of such notice) whereupon the
Loans and the LC Liabilities shall become due and payable (and/or as appropriate, due
for discharge) on the date so specified together with all interest and commitment
commission accrued and all other sums payable under the Finance Documents or (ii)
withdraw such declaration with effect from the date specified in such notice.
 SECTION 9
CHANGES TO PARTIES
 23
    Changes to the Lenders23.1
    Assignments and transfers by the LendersSubject to this clause 23 (Changes to Lenders), a
Lender (the Existing Lender) may:
 (a)
    
    assign any of its rights; or(b)
    
    transfer by novation any of its rights and
obligations,to another bank or financial institution (the New
Lender).
 23.2
    Conditions of assignment or transfer23.2.1
    
    The consent of the Ultimate Holding Company is required for transfer or assignment by a
Lender, unless the transfer or assignment is to an Affiliate of a Lender, or is made following
the occurrence of an Event of Default.23.2.2
    
    The consent of the Ultimate Holding Company to an assignment or transfer must not be
unreasonably withheld or delayed where the proposed New Lender is a Qualifying Lender.
The Ultimate Holding Company will be deemed to have given its consent five Banking Days
after the Lender has requested it unless consent is expressly refused by the Ultimate
Holding Company within that time.23.2.3
    
    The consent of the Ultimate Holding Company to an assignment or transfer must not be
withheld solely because the assignment or transfer may result in an increase to the
Mandatory Cost.23.2.4
    
    An assignment will only be effective on receipt by the Agent of written confirmation from the
New Lender (in form and substance satisfactory to the Agent) that the New Lender will
 56




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##### 



assume the same obligations to the other Finance Parties as it would have been
under if it was an Original Lender.23.2.5
    
    A transfer will only be effective if the procedure set out in clause 23.5 (Procedure for
transfer)
is complied with.23.2.6
 (a)
    
    Any transfer by an Existing Lender to a New Lender shall only be effective
if it transfers
the Existing Lenders share of the Facility.(b)
    
    Any transfer by an Existing Lender to a New Lender of part of its
rights or obligations
under this Agreement shall be of at least £5,000,000.(c)
    
    Where an Existing Lender transfers part of its rights and
obligations pursuant to clause
23.5 (Procedure for transfer), that Existing Lender must transfer equal fractions
of its
Commitment and participation in the Utilisations (if any) under the Facility.(d)
    
    If at the time when a transfer takes effect more than one
Utilisation is outstanding under
the Facility, the transfer of an Existing Lenders participation shall take effect in respect
of the same fraction of each such Utilisation.
 23.2.7
    
    If:
 (a)
    
    a Lender assigns or transfers any of its rights or obligations
under this Agreement or
changes its Facility Office; and(b)
    
    as a result of circumstances existing at the date the assignment,
transfer or change
occurs, an Obligor would be obliged to make a payment to the New
Lender or Lender acting through its new Facility Office under clause
14 (Tax gross up and
indemnities) or
clause 15 (Increased costs),then the New Lender or Lender acting through its new Facility Office is only entitled
to receive payment under those clauses to the same extent as the Existing Lender or
Lender acting through its previous Facility Office would have been if the assignment,
transfer or change had not occurred.
 23.3

    Assignment or transfer feeThe New Lender shall, on the date upon which an assignment or transfer takes
effect, pay to the Agent (for its own account) a fee of £1,000.23.4

    Limitation of responsibility of Existing Lenders23.4.1
    
    Unless expressly agreed to the contrary, an Existing Lender makes no representation
or warranty and assumes no responsibility to a New Lender for:
 (a)
    
    the legality, validity, effectiveness, adequacy or enforceability
of the Finance Documents or any other documents;(b)
    
    the financial condition of any Obligor and its related entities;(c)
    
    the performance and observance by any Obligor of its obligations
under the Finance Documents or any other documents; or(d)
    
    the accuracy of any statements (whether written or oral) made in or
in connection with any Finance Document or any other document,and any representations or warranties implied by law are excluded.
 23.4.2
    
    Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
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(a)
    
    has made (and shall continue to make) its own independent
investigation and
assessment of the financial condition and affairs of each Obligor and its related
entities
in connection with its participation in this Agreement and has not relied
exclusively on
any information provided to it by the Existing Lender in connection with any
Finance
Document; and(b)
    
    will continue to make its own independent appraisal of the
creditworthiness of each
Obligor and its related entities whilst any amount is or may be outstanding under the
Finance Documents or any Commitment is in force.
 23.4.3
    
    Nothing in any Finance Document obliges an Existing Lender to:
 (a)
    
    accept a re-transfer from a New Lender of any of the rights and
obligations assigned or
transferred under this clause 23; or(b)
    
    support any losses directly or indirectly incurred by the New
Lender by reason of the
non-performance by any Obligor of its obligations under the Finance Documents or
otherwise.
 23.5

    Procedure for transfer
 23.5.1
    
    Subject to the conditions set out in clause 23.2
(Conditions of assignment or transfer) a
transfer is effected in accordance with clause 23.5.2 when the Agent executes an otherwise
duly completed Transfer Certificate delivered to it by the Existing Lender and the New
Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly
completed Transfer Certificate appearing on its face to comply with the terms of this
Agreement and delivered in accordance with the terms of this Agreement, execute that
Transfer Certificate.23.5.2
    
    On the Transfer Date:
 (a)
    
    to the extent that in the Transfer Certificate the Existing Lender
seeks to transfer by
novation its rights and obligations under this Agreement each of the Obligors and
the
Existing Lender shall be released from further obligations towards one another
under
this Agreement and their respective rights against one another shall be cancelled
(being
the Discharged Rights and Obligations);(b)
    
    each of the Obligors and the New Lender shall assume obligations
towards one another
and/or acquire rights against one another which differ from the Discharged Rights
and
Obligations only insofar as that Obligor and the New Lender have assumed and/or
acquired the same in place of that Obligor and the Existing Lender;(c)
    
    the Agent, the Mandated Lead Arrangers, the New Lender and other
Lenders shall
acquire the same rights and assume the same obligations between themselves as
they
would have acquired and assumed had the New Lender been an Original Lender with
the rights and/or obligations acquired or assumed by it as a result of the
transfer and to
that extent the Agent, the Mandated Lead Arrangers and the Existing Lender shall
each
be released from further obligations to each other under this Agreement; and(d)
    
    the New Lender shall become a Party as a Lender.
 23.5.3
    
    Disclosure of information
 Any Lender may disclose to any of its Affiliates and any other person:
 (a)
    
    to (or through) whom that Lender assigns or transfers (or may
potentially assign or
transfer) all or any of its rights and obligations under this Agreement;(b)
    
    with (or through) whom that Lender enters into (or may potentially
enter into) any sub-participation in relation to, or any other transaction under which payments are to
be
made by reference to, this Agreement or any Obligor; or
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(c)
    
    to whom, and to the extent that, information is required to be disclosed
by any applicable law or regulation,any information about any Obligor, the Group and the Finance Documents as that Lender
shall consider appropriate if, in relation to clauses 23.5.3(a) and (b), the person to
whom the information is to be given has entered into a confidentiality undertaking in a
form reasonably acceptable to the Ultimate Holding Company and the Agent.
 24
    
    Changes to the Obligors
 No Obligor may assign any of its rights or transfer any of its rights or obligations
under this Agreement.
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##### 



SECTION 10 
THE FINANCE PARTIES
 25
    Role of the Agent and the Mandated Lead Arrangers25.1
    Appointment of the Agent25.1.1
    
    Each Finance Party appoints the Agent to act as its agent under and in connection with the
Finance Documents.25.1.2
    
    Each Finance Party authorises the Agent to exercise the
rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance
Documents together with any other incidental rights, powers, authorities and discretions.25.2
    Duties of the Agent25.2.1
    
    The Agent shall promptly forward to the Lenders a copy of any claim received under a Letter
of Credit and to a Party the original or a copy of any document which is delivered to the
Agent for that Party by any other Party.25.2.2
    
    If the Agent receives notice from a Party referring to this Agreement, describing a Default
and stating that the circumstance described is a Default, it shall promptly notify the other
Finance Parties.25.2.3
    
    The Agent shall promptly notify the other Finance Parties of any Default arising under clause 22.1.1 (Non-payment).25.2.4
    
    The Agents duties under the Finance Documents are solely mechanical and administrative
in nature.25.3

    Role of the Mandated Lead ArrangersExcept as specifically provided in the Finance Documents, no MLA has any obligations
of any kind to any other Party under or in connection with any Finance Document.
 25.4

    No fiduciary duties25.4.1
    
    Nothing in this Agreement constitutes the Agent or any MLA as a trustee or fiduciary of any
other person.25.4.2
    
    Neither the Agent nor any MLA shall be bound to account to any Finance Party for any sum
or the profit element of any sum received by it for its own account.25.5

    Business with the GroupThe Agent and the Mandated Lead Arrangers may accept deposits from, lend money to
and generally engage in any kind of banking or other business with any member of the Group.25.6

    Rights and discretions of the Agent25.6.1
    
    The Agent may rely on:
 (a)
    
    any representation, notice or document believed by it to be
genuine, correct and
appropriately authorised; and(b)
    
    any statement made by a director, authorised signatory or employee
of any person
regarding any matters which may reasonably be assumed to be within his knowledge
or within his power to verify.
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25.6.2
    
    The Agent may assume (unless it has received notice to the contrary in its
capacity as agent for the Lenders or, as the case may be, trustee for the Finance Parties) that:
 (a)
    
    no Default has occurred (unless it has actual knowledge of a
Default arising under clause 22.1.1 (Non-payment));(b)
    
    any right, power, authority or discretion vested in any Party or
the Majority Lenders has not been exercised; and(c)
    
    any notice or request made by the Ultimate Holding Company (other
than a Utilisation
Request) is made on behalf of and with the consent and knowledge of all the
Obligors.
 25.6.3
    
    The Agent may engage, pay for and rely on the advice or services of any lawyers,
accountants, surveyors or other experts.25.6.4
    
    The Agent may act in relation to the Finance Documents through its personnel and agents.25.7

    Instructions to Agent25.7.1
    
    Unless a contrary indication appears in a Finance Document, the Agent shall (a) act in
accordance with any instructions given to it by the Majority Lenders (or, if so instructed by
the Majority Lenders, refrain from acting or exercising any right, power, authority or
discretion vested in it as Agent) and (b) not be liable for any act (or omission) if it acts (or
refrains from taking any action) in accordance with such an instruction of the Majority
Lenders.25.7.2
    
    Unless a contrary indication appears in a Finance Document, any instructions given to the
Agent by the Majority Lenders will be binding on all the Finance Parties.25.7.3
    
    The Agent may refrain from acting in accordance with the instructions of the Majority
Lenders (or, if appropriate, the Lenders) until it has received such security as it may require
for any cost, loss or liability (together with any associated VAT) which it may incur in
complying with the instructions.25.7.4
    
    In the absence of instructions from, in the case of the Agent, the Majority Lenders, (or, if
appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to
be in the best interest of the Lenders. The Ultimate Holding Company and all other Obligors
shall not be concerned with whether the Agent shall be acting in accordance with this
provision and shall be conclusively entitled to assume that the Agent has all the necessary
right, title and authority.25.7.5
    
    The Agent is not authorised to act on behalf of a Finance Party (without first obtaining that
Finance Partys consent) in any legal or arbitration proceedings relating to any Finance
Document.25.7.6
    
    Each Obligor shall be entitled (and bound) to assume that any directions given by the Agent
or pursuant to this Agreement are either the directions of the Majority Lenders or, as the
case may be, the Lenders, being made through the Agent, or the directions of the Agent
itself, acting pursuant to the provisions of the Finance Documents to which the Agent may
from time to time be party (as appropriate) or as otherwise duly authorised or empowered by
or on behalf of the Lenders.25.8

    Responsibility for documentationNeither the Agent nor any MLA:25.8.1
    
    is responsible for the adequacy, accuracy and/or completeness of any information (whether
oral or written) supplied by the Agent, any MLA, an Obligor or any other person given in or in
connection with any Finance Document; or25.8.2
    
    is responsible for the legality, validity, effectiveness, adequacy or enforceability of any
Finance Document or any other agreement, arrangement or document entered into, made
or executed in anticipation of or in connection with any Finance Document.
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25.9
    
    Exclusion of liability25.9.1
    
    
    Without limiting clause 25.9.2, the Agent will not be liable for any action taken by it
under or
in connection with any Finance Document, unless directly caused by its gross negligence or
wilful misconduct.25.9.2
    
    
    No Party may take any proceedings against any officer, employee or agent of the Agent in
respect of any claim it might have against the Agent or in respect of any act or
omission of
any kind by that officer, employee or agent in relation to any Finance Document and
any
officer, employee or agent of the Agent may rely on this clause 25.9.2.Any third party referred to in this clause 25.9.2 may enjoy the benefit and enforce
the terms of this clause 25.9.2 in accordance with the provisions of the Contracts
(Rights of Third Parties) Act 1999.25.9.3
    
    
    The Agent will not be liable for any delay (or any related consequences) in crediting an
account with an amount required under the Finance Documents to be paid by the Agent if it
has taken all necessary steps as soon as reasonably practicable to comply with the
regulations or operating procedures of any recognised clearing or settlement system used by
it for that purpose.25.10
    
    Lenders indemnity to the Agent25.10.1
    
    
    Each Lender shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately prior to
their
reduction to zero) indemnify the Agent, within three Banking Days of demand, against
any
cost, loss or liability incurred by the Agent (otherwise than by reason of the
Agents gross
negligence or wilful misconduct) in acting as Agent under the Finance Documents
(unless
the Agent has been reimbursed by an Obligor pursuant to a Finance Document).25.10.2
    
    
    Each Obligor shall counter-indemnify the Lenders against all payments made by them under
this clause 25.10.25.11
    
    Resignation of the Agent25.11.1
    
    
    The Agent may resign and appoint one of its Affiliates acting through an office in London
as
successor by giving notice to the other Finance Parties and the Ultimate Holding Company.25.11.2
    
    
    Alternatively the Agent may resign by giving notice to the other Finance Parties and the
Ultimate Holding Company, in which case the Majority Lenders (after consultation with the
Ultimate Holding Company) may appoint a successor Agent, as the case may be.25.11.3
    
    
    If the Majority Lenders have not appointed a successor Agent
in accordance with clause 25.11.2 within 30 days after notice of resignation was given, the Agent, as the case may be,
(after consultation with the Ultimate Holding Company) may appoint a successor Agent
(acting through an office in London).25.11.4
    
    
    The retiring Agent shall, at its own cost, make available to the successor Agent such
documents and records and provide such assistance as the successor Agent may
reasonably request for the purposes of performing its functions as Agent under the Finance
Documents.25.11.5
    
    
    The resignation notice of the Agent shall only take effect upon the appointment of a
successor.25.11.6
    
    
    Upon the appointment of a successor, the retiring Agent shall be discharged from any
further
obligation in respect of the Finance Documents but shall remain entitled to the
benefit of this
clause 25 (Role of the Agent and the Mandated Lead Arrangers).  Its successor and each
of
the other Parties shall have the same rights and obligations amongst themselves as
they
would have had if such successor had been an original Party.
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25.11.7
    
    
    After consultation with the Ultimate Holding Company, the Majority Lenders may, by notice
to
the Agent, require it to resign in accordance with clause 25.11.2. In this event, the
Agent (as the case may be) shall resign in accordance with clause 25.11.2.25.12
    
    Confidentiality25.12.1
    
    
    In acting as agent for the Finance Parties, the Agent shall be regarded as acting
through its
agency or loan administration division which shall be treated as a separate entity
from any
other of its divisions or departments.25.12.2
    
    
    If information is received by another division or department of the Agent, it may be
treated as
confidential to that division or department and the Agent shall not be deemed to have notice
of it.25.12.3
    
    
    Notwithstanding any other provision of any Finance Document to the contrary, neither the
Agent nor any MLA is obliged to disclose to any other person (i) any confidential information
or (ii) any other information if the disclosure would or might in its reasonable opinion
constitute a breach of any law or a breach of a fiduciary duty.25.13
    
    Relationship with the Lenders25.13.1
    
    
    The Agent may treat each Lender as a Lender, entitled to payments under the Finance
Documents and acting through its Facility Office unless the Agent has received not less than
five Banking Days prior notice from that Lender to the contrary in accordance with the terms
of this Agreement.25.13.2
    
    
    Each Lender shall supply the Agent with any information required by the Agent in order to
calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formulae).25.14
    
    Credit appraisal by the Lenders
 Without affecting the responsibility of any Obligor for information supplied by
it or on its behalf in connection with any Finance Document, each Finance Party
confirms to the Agent and the Mandated Lead Arrangers that it has been, and will
continue to be, solely responsible for making its own independent appraisal and
investigation of all risks arising under or in connection with any Finance Document
including but not limited to:25.14.1
    
    
    the financial condition, status and nature of each member of the Group;25.14.2
    
    
    the legality, validity, effectiveness, adequacy or enforceability of any Finance Document
and
any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document;25.14.3
    
    
    whether that Lender has recourse, and the nature and extent of that recourse, against any
Party or any of its respective assets under or in connection with any Finance
Document, the
transactions contemplated by the Finance Documents or any other agreement,
arrangement
or document entered into, made or executed in anticipation of, under or in connection
with
any Finance Document; and25.14.4
    
    
    the adequacy, accuracy and/or completeness of any other information provided by the Agent,
any Party or by any other person under or in connection with any Finance Document, the
transactions contemplated by the Finance Documents or any other agreement, arrangement
or document entered into, made or executed in anticipation of, under or in connection with
any Finance Document.25.15
    
    Lenders tax status confirmationEach Lender confirms in favour of the Agent and the Ultimate Holding Company on
the date of this Agreement or, in the case of a Lender which becomes a Party pursuant
to a transfer or assignment, on the date on which the relevant transfer or assignment
becomes effective that it is a Qualifying Lender (and undertakes to notify the Agent
and the Ultimate Holding Company to the extent that it is a Treaty Lender), and each
Lender shall promptly notify the Agent and the Ultimate Holding Company if there is any
change in its position from that set out above.
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25.16
    
    Reference BankIf a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which
it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the
Ultimate Holding Company) appoint another Lender or an Affiliate of a Lender to replace
that Reference Bank.25.17
    
    ComplianceThe Agent may refrain from doing anything which might, in its reasonable opinion,
constitute a breach of any law or regulation or be otherwise actionable at the suit of
any person, and may do anything which, in its opinion, is necessary or desirable to
comply with any law or regulation of any jurisdiction.25.18
    
    Agents management timeAny amount payable to the Agent under clause 16.3 (Indemnity to the Agent), clause
18 (Costs and expenses) and clause 25.10 (Lenders indemnity to the Agent) shall include
the cost of utilising the Agents management time or other resources, and will be
calculated on the basis of such reasonable daily or hourly rates as the Agent may notify
to the Ultimate Holding Company and the Lenders, and is in addition to any fee paid or
payable to the Agent pursuant to clause 13 (Fees).26
    
    Conduct of business by the Finance PartiesNo provision of this Agreement will:26.1.1
    
    
    interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in
whatever manner it thinks fit;26.1.2
    
    
    oblige any Finance Party to investigate or claim any credit, relief, remission or repayment
available to it or the extent, order and manner of any claim; or26.1.3
    
    
    oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise)
or any computations in respect of Tax.27
    
    Sharing among the Finance Parties27.1
    
    Payments to Finance PartiesIf a Finance Party (a Recovering
Lender) receives or recovers any amount from an
Obligor other than in accordance with clause 28 (Payment mechanics) and applies that
amount to a payment due under the Finance Documents then:27.1.1
    
    
    the Recovering Lender shall, within three Banking Days, notify details of the receipt or
recovery to the Agent;27.1.2
    
    
    the Agent shall determine whether the receipt or recovery is in excess of the amount the
Recovering Lender would have been paid had the receipt or recovery been received or
made by the Agent and distributed in accordance with clause 28 (Payment mechanics),
without taking account of any Tax which would be imposed on the Agent in relation to the
receipt, recovery or distribution; and27.1.3
    
    
    the Recovering Lender shall, within three Banking Days of demand by the Agent, pay to the
Agent an amount (the Sharing Payment) equal to such receipt or recovery less any amount
which the Agent determines may be retained by the Recovering Lender as its share of any
payment to be made, in accordance with clause 28.5 (Partial payments).27.2
    
    Redistribution of paymentsThe Agent shall treat the Sharing Payment as if it had been paid by the relevant
Obligor and distribute it between the Finance Parties (other than the Recovering Lender)
in accordance with clause 28.5 (Partial payments).
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27.3

    Recovering Lenders rights27.3.1
    
    On a distribution by the Agent under clause 27.2 (Redistribution of payments), the
Recovering Lender will be subrogated to the rights of the Finance Parties which have
shared
in the redistribution.27.3.2
    
    If and to the extent that the Recovering Lender is not able to rely on its rights under
clause 27.3.1, the relevant Obligor shall be liable to the Recovering Lender for a debt equal to the
Sharing Payment which is immediately due and payable.27.4

    Reversal of redistributionIf any part of the Sharing Payment received or recovered by a Recovering Lender becomes
repayable and is repaid by that Recovering Lender, then:27.4.1
    
    each Finance Party which has received a share of the relevant Sharing Payment pursuant to
clause 27.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent
for account of that Recovering Lender an amount equal to its share of the Sharing Payment
(together with an amount as is necessary to reimburse that Recovering Lender for its
proportion of any interest on the Sharing Payment which that Recovering Lender is required
to pay); and27.4.2
    
    that Recovering Lenders rights of subrogation in respect of any reimbursement shall be
cancelled and the relevant Obligor will be liable to the reimbursing Finance Party for the
amount so reimbursed.27.5
    Exceptions27.5.1
    
    This clause 27 shall not apply to the extent that the Recovering Lender would not, after
making any payment pursuant to this clause, have a valid and enforceable claim against the
relevant Obligor.27.5.2
    
    A Recovering Lender is not obliged to share with any other Lender any amount which the
Recovering Lender has received or recovered as a result of taking legal or arbitration
proceedings, if:
 (a)
    
    it notified the other Lenders of the legal or arbitration proceedings; and(b)
    
    the other Lenders had an opportunity to participate in those legal
or arbitration
proceedings but did not do so as soon as reasonably practicable having received
notice
or did not take separate legal or arbitration proceedings.
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SECTION 11
ADMINISTRATION
 28
    
    Payment mechanics28.1
    
    Payments to the Agent28.1.1
    
    On each date on which an Obligor or a Lender is required to make a payment under a
Finance Document, that Obligor or Lender shall make the same available to the Agent
(unless a contrary indication appears in a Finance Document) for value on the due date
at
the time and in such funds specified by the Agent as being customary at the time for
settlement of transactions in the relevant currency in the place of
payment.28.1.2
    
    Payment shall be made to such account in the principal financial centre of the country of
that
currency (or, in relation to euro, in a principal financial centre in a Participating Member State
or London) with such bank as the Agent specifies.28.2
    
    Distributions by the AgentEach payment received by the Agent under the Finance Documents for another Party shall,
subject to clause 28.3 (Distributions to an Obligor) and clause 28.4 (Clawback) be made
available by the Agent as soon as practicable after receipt to the Party entitled to
receive payment in accordance with this Agreement (in the case of a Lender, for the
account of its Facility Office), to such account as that Party may notify to the Agent
by not less than five Banking Days notice with a bank in the principal financial centre
of the country of that currency (or, in relation to euro, in the principal financial
centre of a Participating Member State or London).28.3
    
    Distributions to an ObligorThe Agent may (with the consent of the Obligor or in accordance with clause 29
(Set-off)) apply any amount received by it for that Obligor in or towards payment (on
the date and in the currency and funds of receipt) of any amount due from that Obligor
under the Finance Documents or in or towards purchase of any amount of any currency to
be so applied.28.4
    
    Clawback28.4.1
    
    Where a sum is to be paid to the Agent under the Finance Documents for another Party, the
Agent is not obliged to pay that sum to that other Party (or to enter into or perform
any
related exchange contract) until it has been able to establish to its satisfaction
that it has
actually received that sum.28.4.2
    
    If the Agent pays an amount to another Party and it proves to be the case that the Agent had
not actually received that amount, then the Party to whom that amount (or the proceeds of
any related exchange contract) was paid by the Agent shall on demand refund the same to
the Agent together with interest on that amount from the date of payment to the date of
receipt by the Agent, calculated by the Agent to reflect its cost of
funds.28.5
    
    Partial payments28.5.1
    
    If the Agent receives a payment that is insufficient to discharge all the amounts then due
and
payable by an Obligor under the Finance Documents, the Agent shall apply that payment
towards the obligations of that Obligor under the Finance Documents in the following
order:
 (a)
    
    first, in or towards payment pro-rata of any unpaid fees, costs and
expenses (ignoring
any fees payable under clause 13 (Fees)) of the Agent or the Mandated Lead
Arrangers
under the Finance Documents;(b)
    
    secondly,in or towards payment to the Lenders pro-rata of any
amount owing to the
Lenders under clause 25.10 (Lenders indemnity to the Agent);
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(c)
    
    
    thirdly,in or towards payment to the Mandated Lead Arrangers of any
portion of the arrangement fee payable under clause 13 (Fees) which is due but unpaid;(d)
    
    
    fourthly,in or towards payment to the Agent of any portion of the
agency fee payable
under clause 13 (Fees) which is due but unpaid;(e)
    
    
    fifthly,in or towards payment to the Lenders pro-rata of any
accrued commitment
commission or letter of credit fees payable under clause 13
(Fees) which are due
but
unpaid;(f)
    
    
    sixthly,in or towards payment to the Lenders pro-rata of any
accrued interest and
guarantee and fronting fees relating to Letters of Credit and which are due but
unpaid
but so that any amount payable by virtue of clause 14 (Tax gross up and
indemnities)
shall be excluded;(g)
    
    
    seventhly,in or towards payment to the Lenders pro-rata of any
principal including LC
Liabilities which is due but unpaid;(h)
    
    
    eighthly,in or towards payment to the relevant Lenders pro-rata
of any amount payable to those Lenders by virtue of clause 14 (Tax gross up and
indemnities) which is unpaid; and(i)
    
    
    ninthly, in or towards payment pro-rata of any other sum due but
unpaid under the Finance Documents.
 Each reference in clause 28.5.1(a) to (e) (inclusive) to a category of unpaid sums
shall include interest on those sums payable in accordance with this Agreement
(including, without limitation, default interest). Accordingly, clause 28.5.1(f)
refers to interest on principal and accrued interest on those sums which remain
unpaid to the extent due.
 28.5.2
    
    
    
    The Agent shall, if so directed by the Majority Lenders, vary
the order set out in clause 28.5.1(e) to (i) above.28.5.3
    
    
    
    Clauses 28.5.1 and 28.5.2 will override any appropriation made by an Obligor.
 28.6
    

    No set-off by Obligors
 All payments to be made by an Obligor under the Finance Documents shall be calculated and
be made without (and free and clear of any deduction for) set-off or counterclaim.28.7

    
    Banking Days
 28.7.1
    
    
    
    Any payment which is due to be made on a day that is not a Banking Day shall be made on
the next Banking Day in the same calendar month (if there is one) or the preceding Banking
Day (if there is not).28.7.2
    
    
    
    During any extension of the due date for payment of any principal or an Unpaid Sum under
this Agreement interest is payable on the principal at the rate payable on the original due
date.
 28.8

    
    Currency of account
 28.8.1
    
    
    
    Subject to clauses 28.8.2 to 28.8.5 below, the Base Currency is the currency of account and
payment for any sum due from an Obligor under any Finance Document.28.8.2
    
    
    
    A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be
made in the currency in which that Utilisation or Unpaid Sum is denominated on its due date.28.8.3
    
    
    
    Each payment of interest shall be made in the currency in which the sum in respect of which
the interest is payable was denominated when that interest accrued.28.8.4
    
    
    
    Each payment in respect of costs, expenses or Taxes shall be made in the currency in which
the costs, expenses or Taxes are incurred.
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28.8.5
    
    Any amount expressed to be payable in a currency other than the Base Currency shall be
paid in that other currency.28.9
    
    Change of currency
 28.9.1
    
    
    Unless otherwise prohibited by law, if more than one currency or currency unit are at the
same time recognised by the central bank of any country as the lawful currency of
that
country, then:
 (a)
    
    any reference in the Finance Documents to, and any obligations
arising under the
Finance Documents in, the currency of that country shall be translated into, or
paid in,
the currency or currency unit of that country designated by the Agent (after
consultation
with the Ultimate Holding Company); and(b)
    
    any translation from one currency or currency unit to another
shall be at the official rate
of exchange recognised by the central bank for the conversion of that currency
or
currency unit into the other, rounded up or down by the Agent (acting
reasonably).
 28.9.2
    
    
    If a change in any currency of a country occurs, this Agreement will, to the extent the
Agent
(acting reasonably and after consultation with the Ultimate Holding Company)
specifies to be
necessary, be amended to comply with any generally accepted conventions and market
practice in the Relevant Interbank Market and otherwise to reflect the change in
currency.
 28.10

    Cash Collateral Accounts
 28.10.1
    
    
    Each amount from time to time standing to the credit of a Cash Collateral Account
shall be
applied in accordance with the relevant provisions of the Finance Documents
(including
clauses 28.10.3(b)) and no other withdrawals may be made from any Cash Collateral
Account without the consent of the Agent.28.10.2
    
    
    The Ultimate Holding Company shall, or shall procure that any other member of the Group
shall, execute such further documents as are necessary to ensure that each Cash
Collateral
Account is charged in favour of the Agent or other relevant Finance Party (as
relevant) to the
satisfaction of the Agent acting reasonably.28.10.3
 (a)
    
    Each amount from time to time standing to the credit of a Cash
Collateral Account shall
bear interest by reference to successive deposit periods at the rate at which the
Agent
or other relevant Finance Party (as relevant) pays interest on deposits for such
period
from its corporate customers but each Borrower acknowledges that none of the
Finance
Parties shall have any responsibility to any Borrower for any loss occasioned as
a
consequence of the application of the amount standing to the credit of any Cash
Collateral Account prior to the last day of any such deposit period, such
application
being expressly permitted by the terms of the Finance Documents other than in the
case of their negligence, wilful default or misconduct.(b)
    
    In respect of each Cash Collateral Account, provided no Default
shall have occurred
and be continuing, the Agent or other relevant Finance Party (as relevant) shall,
at the
request of the relevant Borrower, pay to that Borrower any interest that has
accrued on
the amount standing to the credit of such Cash Collateral Account. Such interest
shall
only be paid at six-monthly intervals or on such days that the principal amount
standing
to the credit of such Cash Collateral Account is reduced to zero pursuant to the
terms of
this Agreement.29

    Set-offA Finance Party may set off any matured obligation due from an Obligor under the
Finance Documents (to the extent beneficially owned by that Finance Party) against any
matured obligation owed by that Finance Party to that Obligor, regardless of the place
of payment, booking branch or currency of either obligation. If the obligations are in
different currencies, the Finance Party may convert either obligation at a market rate
of exchange in its usual course of business for the purpose of the set-off.
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30

    
    Notices30.1
    

    Communications in writingAny communication to be made under or in connection with the Finance Documents
shall be made in writing and, unless otherwise stated, may be made by fax or letter.30.2

    
    Addresses
 The address and fax number (and the department or officer, if any, for whose
attention the communication is to be made) of each Party for any communication or
document to be made or delivered under or in connection with the Finance Documents is:
 (a)
    
    in the case of the Original Borrower, that identified with its name in
Schedule 1 (The
Original Parties);(b)
    
    in the case of HoldCo, if it is the Ultimate Holding Company, or
Intermediate HoldCo, that
in the relevant Deed of Guarantor Accession;(c)
    
    in the case of each Lender or any other Obligor, that identified with its
name in Schedule 1
(The Original Parties) or otherwise notified in writing to the Agent on or prior to
the date on
which it becomes a Party; and(d)
    
    in the case of the Agent, that identified with its name in Part II of
Schedule 1 (The Original
Parties),
 or any substitute address, fax number or department or officer as the Party may notify
to the Agent (or the Agent may notify to the other Parties, if a change is made by the
Agent) by not less than five Banking Days notice.30.3
    
    Delivery
 30.3.1
    
    
    Any communication or document made or delivered by one person to another under or in
connection with the Finance Documents will only be effective:
 (a)
    
    if by way of fax, when received in legible form; or(b)
    
    if by way of letter, when it has been left at the relevant address
or five Banking Days
after being deposited in the post postage prepaid in an envelope addressed to it
at that
address;
 and, if a particular department or officer is specified as part of its address details
provided under clause 30.2 (Addresses) , if addressed to that department or officer.30.3.2
    
    
    Any communication or document to be made or delivered to the Agent will be effective only
when actually received by the Agent and then only if it is expressly marked for the attention
of the department or officer identified with the Agents signature below (or any substitute
department or officer as the Agent shall specify for this purpose).30.3.3
    
    
    All notices from or to an Obligor shall be sent through the Agent.30.3.4
    
    
    Any communication or document made or delivered to the Ultimate Holding Company in
accordance with this clause will be deemed to have been made or delivered to each of the
Obligors.
 30.4
    
    Notification of address and fax numberPromptly upon receipt of notification of an address or fax number or change of
address or fax number pursuant to clause 30.2 (Addresses) or changing its own address or
fax number, the Agent shall notify the other Parties.
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30.5
    
    English language30.5.1
    
    Any notice given under or in connection with any Finance Document must be in English.30.5.2
    
    All other documents provided under or in connection with any Finance Document must be:
 (a)
    
    in English; or(b)
    
    if not in English, and if so required by the Agent, accompanied by
a certified English
translation and, in this case, the English translation will prevail unless the document is a
constitutional, statutory or other official document.
 31
    
    Calculations and certificates31.1
    
    AccountsIn any litigation or arbitration proceedings arising out of or in connection with a
Finance Document, the entries made in the accounts maintained by a Finance Party are
prima facieevidence of the matters to which they relate.31.2
    
    Certificates and DeterminationsAny certification or determination by a Finance Party of a rate or amount under any
Finance Document is, in the absence of manifest error, conclusive evidence of the
matters to which it relates.31.3
    
    Day count conventionAny interest, commission or fee accruing under a Finance Document will accrue from
day to day and is calculated on the basis of the actual number of days elapsed and a
year of 365 days or, in any case where the practice in the Relevant Interbank Market
differs, in accordance with that market practice.32
    
    Partial invalidityIf, at any time, any provision of the Finance Documents is or becomes illegal,
invalid or unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the legality,
validity or enforceability of such provision under the law of any other jurisdiction
will in any way be affected or impaired.33
    
    Remedies and waiversNo failure to exercise, nor any delay in exercising, on the part of any Finance
Party, any right or remedy under the Finance Documents shall operate as a waiver, nor
shall any single or partial exercise of any right or remedy prevent any further or other
exercise or the exercise of any other right or remedy. The rights and remedies provided
in this Agreement are cumulative and not exclusive of any rights or remedies provided by
law.34
    
    Amendments and waivers34.1
    
    Required consents34.1.1
    
    Subject to clause 34.2 (Exceptions) and clause 34.4 (Amendments binding) any term of
the
Finance Documents may be amended or waived only with the consent of the Majority
Lenders and the Obligors party thereto and any such amendment or waiver will be binding
on all Parties.34.1.2
    
    The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted
by this clause.
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34.2
    
    Exceptions
 34.2.1
    
    An amendment or waiver that has the effect of changing or which relates to:
 (a)
    
    the definition of Majority Lenders in clause 1.2
(Definitions);(b)
    
    an extension to the date of payment of any amount under the Finance
Documents or to
any Availability Period;(c)
    
    a reduction in the Margin or the amount of any payment of
principal, interest, fees or
commission payable;(d)
    
    the currency in which any amount is payable under any Finance Document;(e)
    
    an increase in Commitment;(f)
    
    a change to the Borrowers or Guarantors other than in accordance
with clause 19.17
(Acceding Guarantors), clause 19.18 (Additional Borrower) or clause 24 (Changes
to
the Obligors);(g)
    
    any provision which expressly requires the consent of all the Lenders; or(h)
    
    clause 3.2 (Finance Parties rights and obligations), clause 23 (Changes
to the Lenders), clause 27.1 (Payments to Finance Parties) or this clause 34.
 shall not be made without the prior consent of all the Lenders.34.2.2
    
    An amendment or waiver which relates to the rights or obligations of the Agent or an MLA
may not be effected without the consent of the Agent or such MLA.34.3
    
    ReleasesExcept with the prior consent of all the Finance Parties, the Agent shall not have
authority to release:
 34.3.1
    
    any Obligor from the subordination arrangements constituted by any Deed of Subordination;
or34.3.2
    
    any Obligor from any of its guarantee or other assurance obligations under this Agreement,
in each case, other than any such release as part of a disposal made pursuant to
clause 21.2.2 (Disposals).34.4
    
    Amendments bindingWithout prejudice to the other provisions of this Agreement each Obligor confirms
that if the Ultimate Holding Company and the Finance Parties or any of them enter into
any amendment or supplement to, or restatement of, this Agreement, the Ultimate Holding
Companys execution of any such amendment, supplement or restatement, whether or not
expressly or purportedly made on behalf of that Obligor, shall bind that Obligor without
the need to obtain any confirmation or acknowledgement from such Obligor. For this
purpose, each Obligor, for the benefit of the Finance Parties, irrevocably designates,
appoints and empowers the Ultimate Holding Company as its agent and attorney.35
    
    CounterpartsEach Finance Document may be executed in any number of counterparts, and this has
the same effect as if the signatures on the counterparts were on a single copy of the
Finance Document.
 71




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SECTION 12
GOVERNING LAW AND ENFORCEMENT
 36
    
    Governing lawThis Agreement is governed by English law.37
    
    Enforcement37.1
    
    Jurisdiction of English courts37.1.1
    
    The courts of England have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Agreement (including a dispute regarding the existence, validity or
termination of this Agreement) (a Dispute).37.1.2
    
    The Parties agree that the courts of England are the most appropriate and convenient courts
to settle Disputes and accordingly no Party will argue to the contrary.37.1.3
    
    This clause 37.1 is for the benefit of the Finance Parties only. As a result, no Finance
Party shall be prevented from taking proceedings relating to a Dispute in any other courts
with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent
proceedings in any number of jurisdictions.
 This Agreement has been entered into on the date stated at the beginning of this Agreement.
 72




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Schedule 1
 The Original Parties
 Part I  The Obligors
 Name of Original Borrower
    
    Registration number (or equivalent, if any)British Sky Broadcasting Group PLC
    
    2247735Grant WayIsleworthMiddlesexTW7 5QDFax: 0207 705 3453Attention: Chief Financial OfficerName of Original Guarantor
    
    Registration number (or equivalent, if any)British Sky Broadcasting Group PLC
    
    2247735Grant WayIsleworthMiddlesexTW7 5QDFax: 0207 705 3453Attention: Chief Financial OfficerBritish Sky Broadcasting Limited
    
    2906991Grant WayIsleworthMiddlesexTW7 5QDFax: 0207 705 3453Attention: Chief Financial OfficerSky Subscribers Services Limited
    
    2340150Grant WayIsleworthMiddlesexTW7 5QDFax: 0207 705 3453Attention: Chief Financial Officer
 73




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Part II  The Agent and the Original Lenders
  Mandated Lead Arrangers
    
    Commitment (£)
    
    Contact DetailsBarclays Bank PLC
    
    
    70,000,000
    
    
    5, The North ColonnadeCanary WharfLondon E14 4BBContact: Karen Somerville/ NickAldamFax: 020 7773 6808/ 020
7516 9201Cc: Cliff Baylis/John AtkinsonFax: 020 7773 1840Citibank, N.A., London Branch
    
    
    70,000,000
    
    
    Citigroup Centre,Canada SquareCanary WharfLondonE14 5LBContact: Citibank NA London, UKLoans Processing UnitFax: 020 7942 7512Cc: Michael Llewelyn-JonesFax: 020 7986 2331Deutsche Bank AG London
    
    
    70,000,000
    
    
    Winchester House1 Great Winchester StreetLondonEC2N 2DBContact: Gina ThomasFax: 020 7545 4638Cc: Martyn NicholasFax: 020 7545 4735JPMorgan Chase Bank
    
    
    70,000,000
    
    
    125 London WallLondonEC2Y 5AJContact: Rossana Gonzalez-AyalaFax: 00 1 713 750 2129Cc: John BlackboroughFax: 020 7777 1493
 74




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Mandated Lead Arrangers
    
    Commitment (£)
    
    Contact DetailsThe Royal Bank of Scotland plc
    
    
    70,000,000
    
    
    135 BishopsgateLondonEC2M 3URContact: Sarah Linnegar, LoansAdministration UnitFax: 020 7672 6403Cc: Mike Cunningham/ GerardMcHugh 
Fax: 020 7085 8549
 Lead Arrangers
    
    Commitment (£)
    
    Contact DetailsAllied Irish Banks p.I.c.
    
    
    55,000,000
    
    
    AIB Corporate BankingSt. Helens1 UndershaftLondonEC3A 8ABContact: Jessica OBrien/ ArantxaCatarecha 
Fax: 020 7726 8735Cc: Sonya lovieno/ Gloria ChanFax: 020 7090 7101Bayerische
Landesbank,
    
    
    55,000,000
    
    
    Bavaria HouseLondon Branch
    
    
    
    
    
    13/14 Appold StreetLondonEC2A 2NBContact: Loan AdministrationFax: 020 7955 5822Cc: Matthew Dunn, CorporateBanking DepartmentFax: 020 7955 5129BNP Paribas, London Branch
    
    
    55,000,000
    
    
    10 Harewood AvenueLondonNW1 6AAContact: Katy Simpson/ Kaine Elston,Loans and Agency DeskFax: 020 7595 6195Cc: Louis Kenna/ Claire GuglielmiFax: 020 7595 5019
 75




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##### 



Lead Arrangers
    
    Commitment (£)
    
    Contact DetailsCalyon, London Branch
    
    
    55,000,000
    
    
    5 Broadwalk HouseAppold StreetLondonEC2A 2DAContact: Don Finkel/ Dee WeekesFax: 020 7214 6816/ 020 7971 4408Cc: Stephen Tubb/ Brian ClarkFax: 020 7214 5613Commerzbank
Aktiengesellschaft, London
Branch
    
    
    55,000,000
    
    
    Commerzbank House
23 Austin Friars
London
EC2N 2NB
Contact: Martin Oates
Fax: 020 7418 4870
Cc: Kevin Buck, Director
Fax: 020 7418 4957HSBC Bank PLC
    
    
    55,000,000
    
    
    8 Canada SquareLondonE14 5HQContact: Process Manager, LoansAdministrationFax: 020 7992 4680Cc: Mark Leahy, Global RelationshipManagerFax: 020 7992 4867ING Bank N.V., London Branch
    
    
    55,000,000
    
    
    60 London WallLondonEC2M 5TQContact: Samantha JoyceFax: 020 7767 7324Cc: Lindsay Cornelissen/ StuartWheelerFax: 020 7562 0220Lloyds TSB Bank plc
    
    
    55,000,000
    
    
    25 Gresham StreetLondonEC2V 7HNContact: David MooreFax: 020 7661 4942
 76




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##### 



Lead Arrangers
    
    Commitment (£)
    
    Contact DetailsSociete Generale
    
    
    55,000,000
    
    
    41 Tower HillLondonEC3N 4SGContact: Philippe Petris/ CecileHouvetFax: 00 33 1 42 14 09 45Cc: Bruce PomfordFax: 020 7676 6156WestLB AG, London Branch
    
    
    55,000,000
    
    
    Woolgate Exchange25 Basinghall StreetLondonEC2V 5HAContact: Vivienne Baxter/ DavidWilliamsFax: 020 7020 7620Cc: Richard Partis/ Tony DennisFax: 020 7020 7850
 Arrangers
    
    Commitment (£)
    
    Contact DetailsThe Bank of New York
Company, Inc.
    
    
    25,000,000
    
    
    One Canada Square
London
E14 5ALContact: Cecilia Housego, The LoansDepartmentFax: 020 7964 6032Cc: Jason GarwoodFax: 020 7964 6193Credit Suisse First Boston
    
    
    25,000,000
    
    
    One Cabot SquareLondonE14 4QJContact: Nicholas Goodey/ DaveWillats, Loans ServicesFax: 020 7888 8125Cc: Kamlesh Vara/ Vanessa Barrett,Corporate Banking GroupFax: 020 7888 4155/ 020 7943 2379
 77




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##### 



Arrangers
    
    Commitment (£)
    
    Contact DetailsGoldman
Sachs Credit
Partners L.P.
    
    
    25,000,000
    
    
    c/o Goldman Sachs International
Petershill, 1 Carter Lane
London, EC4V 5ERContact: Katherine GillespieFax: 020 7552 7070Cc: Caroline Maw/ Sally HaynesFax: 020 7552 7070The Governor and
Company of the Bank
of Ireland
    
    
    25,000,000
    
    
    c/o P.O. Box 27
Broad Quay
Bristol
BF99 7AX
Contact: Olivia Carey/ Janet Mahon/Erin Clarke, Loans AdministrationFax: 00 353 1 618 7490Cc: Fiona SmithFax: 00 353 1 829 0129
  Agent
    
    Contact DetailsBarclays Bank PLC
    
    5, The North ColonnadeCanary WharfLondonE144BBContact: Chris KetchenFax: 020 7773 4893
 78




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##### 



Schedule 2
Conditions precedent to initial Utilisation
 1
    
    A copy, certified as a true, complete and up-to-date copy by the Company Secretary or a
Director of the relevant company of the Memorandum and Articles of Association or equivalent
constitutional documents of the Original Borrower and the Original Guarantors.2
    
    A copy, certified as a true copy by the Company Secretary or a Director of the relevant
company, of resolutions of the Board of Directors or a Committee of the Board of Directors of
the Original Borrower and the Original Guarantors evidencing approval of the Finance Documents
and authorising its appropriate officers to execute and deliver the Finance Documents and to
give all notices and take all other action required under the Finance Documents together with,
if relevant, the resolutions of the Board of Directors appointing such Committee.3
    
    Confirmation from a Director or the Company Secretary of the Original Borrower that the
borrowing or guaranteeing of the Facility will not violate any borrowing, guaranteeing limits
or the equivalent imposed under its Memorandum and Articles of Association or
equivalent constitutional documents or otherwise.4
    
    Confirmation from a Director or the Company Secretary of each of the Original Guarantors that
the guaranteeing of the Facility will not violate any borrowing or guaranteeing limits or the
equivalent imposed under each of their Memorandum and Articles of Association or equivalent
constitutional documents or otherwise.5
    
    Specimen signatures, authenticated by the Company Secretary or a Director of the relevant
company, of the persons authorised in the resolutions of the Boards of Directors or
equivalent, as referred to in paragraph 2 above.6
    
    An opinion of Norton Rose.7
    
    An unaudited schedule of all Indebtedness of the Group as at the date of this Agreement.8
    
    An unaudited schedule of all Hedging Arrangements of the Group in place as at the date of
this Agreement.9
    
    Either (i) if any utilisations are outstanding under the Existing £600m Facility, evidence
that the first Utilisation of the Facility will be used for the repayment and irrevocable
cancellation in full of the Existing £600 million Facility or (ii) if no utilisations are
outstanding under the Existing £600m Facility, evidence to be provided by way of an
irrevocable cancellation notice that the Existing £600m Facility will be cancelled in full on
or prior to the date of first Utilisation.10
    
    The consolidated audited financial statements of the Group for the financial year ending 30
June 2004.11
    
    The audited financial statements of each Original Guarantor for the financial year ending 30
June 2004.12
    
    Compliance Certificate for the period ending 30 June 2004.13
    
    Each of the Finance Documents including the Fee Letters duly signed by the parties thereto.14
    
    The Disclosure Letter.
 79




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##### 



Schedule 3
Requests
 Part I  Utilisation Request
 [FOR A LOAN]
 Borrower  Agent
   British Sky Broadcasting Group plc £1,000,000,000 Multi-currency revolving credit facility
dated [     ] (as from time to time amended, varied or restated
the Facility Agreement)
  1
    
    We wish to make a Utilisation on the following terms:Proposed Utilisation Date: [     ] (or, if that is not a Banking Day, the next Banking Day)Currency of Loan: [     ]Amount: [     ] or, if less, the Available FacilityInterest Period: [     ]2
    
    We confirm that each condition specified in clause 5.2
(Further conditions precedent) is
satisfied on the date of this Utilisation Request.3
    
    The proceeds of this Loan should be credited to
[account].4
    
    This Utilisation Request is irrevocable.
  
 [Borrower]
 80




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##### 



Part II  Utilisation Request
 [FOR A LETTER OF CREDIT]
 Borrower  Agent
 
 British Sky Broadcasting Group PLC
£1,000,000,000 Multi-currency revolving credit facility
agreement dated [] 2004 (as amended
from time to time) (the Facility Agreement)
  1
    
    We wish to arrange for a Letter of Credit to be issued on the following terms:Proposed Utilisation Date: [     ] (or, if that is not a Banking Day, the next Banking Day)Maturity Date: [     ]Currency:Amount: [     ] or, if less, the Available Facility (subject always to the LC Limit)Beneficiary: [     ] (the
Beneficiary)Attached as Annex [A] are details of the documentation and other instruments evidencing the
guaranteed obligation.Attached as Annex [B] is the form of Letter of Credit required by the Beneficiary, as
previously approved by you.[Delivery instructions]2
    
    We confirm that each condition specified in clause 5.2
(Further conditions precedent) is
satisfied on the date of this Utilisation Request.3
    
    This Utilisation Request is irrevocable.
  
 [Borrower]
 81




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##### 



Schedule 4
Mandatory Cost formulae
 1.
    
    The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost
of compliance with (a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of its functions)
or (b) the requirements of the European Central Bank.2.
    
    On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall
calculate, as a percentage rate, a rate (the Additional Cost Rate) for each Lender, in
accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the
Agent as a weighted average of the Lenders Additional Cost Rates (weighted in proportion to
the percentage participation of each Lender in the relevant Loan) and will be expressed as a
percentage rate per annum.3.
    
    The Additional Cost Rate for any Lender lending from a Facility Office in a Participating
Member State will be the percentage notified by that Lender to the Agent. This percentage will
be certified by that Lender in its notice to the Agent to be its reasonable determination of
the cost (expressed as a percentage of that Lenders participation in all Loans made from that
Facility Office) of complying with the minimum reserve requirements of the European Central
Bank in respect of loans made from that Facility Office.4.
    
    The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom
will be calculated by the Agent as follows:(a) in relation to a sterling Loan:
 AB +
C(B  D) + E ́ 0.01
    
    per cent, per annum100  (A + C)
 (b)
    in relation to a Loan in any currency other than sterling:
 E ́ 0.01
    
    per cent, per annum.300
 Where:
 A
    
    is the percentage of Eligible Liabilities (assuming these to be in excess of any
stated minimum) which that Lender is from time to time required to maintain as an
interest free cash ratio deposit with the Bank of England to comply with cash ratio
requirements.B
    
    is the percentage rate of interest (excluding the Margin and the Mandatory Cost and,
if the Loan is an Unpaid Sum, the additional rate of interest specified in clause 10.3
(Default interest) payable for the relevant Interest Period on the Loan.C
    
    is the percentage (if any) of Eligible Liabilities which that Lender is required
from time to time to maintain as interest bearing Special Deposits with the Bank of
England.D
    
    is the percentage rate per annum payable by the Bank of England to the Agent on
interest bearing Special Deposits.E
    
    is designed to compensate Lenders for amounts payable under the Fees Rules and
is calculated by the Agent as being the average of the most recent rates of charge
supplied by the Reference Banks to the Agent pursuant to paragraph 7 below and
expressed in pounds per £1,000,000.
 82




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##### 



5.
    
    For the purposes of this Schedule:
 (a)
    
    Eligible Liabilitiesand Special Depositshave the meanings given to them from
time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate)
by the Bank of England;(b)
    
    Fees Rulesmeans the rules on periodic fees contained in the FSA Supervision Manual
or such other law or regulation as may be in force from time to time in respect of the
payment of fees for the acceptance of deposits;(c)
    
    Fee Tariffsmeans the fee tariffs specified in the Fees Rules under the activity
group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant
to the Fees Rules but taking into account any applicable discount rate); and(d)
    
    Tariff Basehas the meaning given to it in, and will be calculated in accordance
with, the Fees Rules.
 6.
    
    In application of the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. 5 per cent, will be included in the formula as 5 and not as 0.05). A
negative result obtained by subtracting D from B shall be taken as zero. The resulting
figures shall be rounded to four decimal places.7.
    
    If requested by the Agent, each Reference Bank shall, as soon as practicable after
publication by the Financial Services Authority, supply to the Agent, the rate of charge
payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules
in respect of the relevant financial year of the Financial Services Authority (calculated for
this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that
Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff
Base of that Reference Bank.8.
    
    Each Lender shall supply any information required by the Agent for the purpose of calculating
its Additional Cost Rate. In particular, but without limitation, each Lender shall supply
the following information on or prior to the date on which it becomes a Lender:
 (a)
    
    the jurisdiction of its Facility Office; and(b)
    
    any other information that the Agent may reasonably require for such purpose.
 Each Lender shall promptly notify the Agent in writing of any change to the information
provided by it pursuant to this paragraph.9.
    
    The percentages of each Lender for the purpose of A and C above and the rates of charge of
each Reference Bank for the purpose of E above shall be determined by the Agent based upon the
information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that,
unless a Lender notifies the Agent to the contrary, each Lenders obligations in relation to
cash ratio deposits and Special Deposits are the same as those of a typical bank from its
jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility
Office.10.
    
    The Agent shall have no liability to any person if such determination results in an
Additional Cost Rate which over or under compensates any Lender and shall be entitled to
assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3,
7 and 8 above is true and correct in all respects.11.
    
    The Agent shall distribute the additional amounts received as a result of the Mandatory Cost
to the Lenders on the basis of the Additional Cost Rate for each Lender based on the
information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8
above.12.
    
    Any determination by the Agent pursuant to this Schedule in relation to a formula, the
Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the
absence of manifest error, be conclusive and binding on all Parties.
 83




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##### 



13.
    
    The Agent may from time to time, after consultation with the Ultimate Holding Company and
the Lenders, determine and notify to all Parties any amendments which are required to be made
to this Schedule in order to comply with any change in law, regulation or any requirements from
time to time imposed by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in any case, any other authority which replaces all or any of its functions)
and any such determination shall, in the absence of manifest error, be conclusive and binding
on all Parties.
 84




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##### 



Schedule 5
Form of Transfer Certificate
  The Existing Lender Existing Lender The New Lender New Lender
  British Sky Broadcasting Group PLC
£1,000,000,000 Multi-currency revolving credit facility agreement
dated [] 2004 (as amended from time to time)
(the Facility Agreement)
  1
    
    We refer to clause 23.5 (Procedure for transfer):
 (a)
    
    The Existing Lender and the New Lender agree to the Existing Lender transferring to
the New Lender by novation all or part of the Existing Lenders Commitment, rights and
obligations referred to in the Schedule in accordance with clause 23.5 (Procedure for
transfer).(b)
    
    The proposed Transfer Date is [    ].(c)
    
    The Facility Office and address, fax number and attention details for notices of
the New Lender for the purposes of clause 30.2 (Addresses) are set out in the Schedule.
 2
    
    The New Lender expressly acknowledges the limitations on the Existing Lenders obligations
set out in clause 23.4 (Limitation of responsibility of Existing Lenders).3
    
    The New Lender confirms that the person beneficially entitled to interest payable to that
Lender in respect of an advance under a Finance Document is a Qualifying Lender.4
    
    This Transfer Certificate may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of this Transfer
Certificate.5
    
    This Transfer Certificate is governed by English law.
 THE SCHEDULE
Commitment/rights and obligations to be transferred
   [Existing Lender]
    
    [New Lender]By:
    
    By:
    85




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##### 



Schedule 6
Form of Deed of Guarantor Accession
 THIS DEED  Facility
Agreement 
 1
    
    [Company] hereby agrees to be an Acceding Guarantor pursuant to clause 19.17 (Acceding
Guarantors) of the Facility Agreement and accordingly undertakes henceforth to perform all the
obligations expressed to be undertaken under the Facility Agreement by a Guarantor in all
respects as if it had been party to the Facility Agreement as an Original Guarantor.2
    
    [Company] hereby represents and warrants to the Lenders in respect of itself in the terms of
the Repeating Representations.3
    
    [Companys] administrative details are as follows, for the purpose of clause 30 (Notices) of
the Agreement:Address                   []Facsimile No.          []Attention                  []4
    
    This Deed is governed by and shall be construed in accordance with English law.5
    
    [(To be included where the Acceding Guarantor is a foreign company.][Company]
agrees for the benefit of the Agent, the Mandated Lead Arrangers and the
Lenders that any legal action or proceedings arising out of or in connection with
this Deed or the Facility Agreement against it or any of its assets may be brought
in the English courts, irrevocably and unconditionally submits to the jurisdiction
of such courts and irrevocably designates, appoints and empowers [      ] at present of [
      ]
to receive for it and on its behalf, service of process issued out of the English
courts in any such legal action or proceedings. The submission to such jurisdiction
shall not (and shall not be construed so as to) limit the right of the Agent, the Mandated
Lead Arrangers and the Lenders to take proceedings against [Company] in the courts of
any other competent jurisdiction, nor shall the taking of proceedings in any one or
more jurisdictions preclude the taking of proceedings in any other jurisdiction,
whether concurrently or not.
 IN WITNESS WHEREOF
 EXECUTED AS A DEED
    
    
    )BY[      ]
    
    
    )DirectorDirector/Secretary
 86




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##### 



Schedule 7
Documents and evidence to be delivered by Acceding Guarantors
 1
    
    A copy, certified as true, complete and up-to-date by the Company Secretary or a Director of
the relevant Group Member of the Certificate of Incorporation and the Memorandum and Articles
of Association (or equivalent constitutional documents) of the relevant Group Member.2
    
    A copy, certified as a true copy by the Company Secretary or a Director of the relevant Group
Member, of resolutions of the Board of Directors (or equivalent) of the relevant Group Member,
evidencing approval of this Agreement and the relevant Deed of Guarantor Accession and
authorising its appropriate officers to execute and deliver such Deed of Guarantor Accession.3
    
    A copy, certified as a true copy by the Company Secretary or a Director of the relevant Group
Member of all consents, authorisations, licences and approvals required by the relevant Group
Member to authorise, or required by the relevant Group Member in connection with, the
execution, delivery, validity, enforceability and admissibility in evidence of this Agreement
and the relevant Deed of Guarantor Accession and the performance by the relevant Group Member
of its obligations under the relevant Deed of Guarantor Accession and this Agreement.4
    
    Specimen signatures, authenticated by the company secretary or equivalent officer of the
relevant Group Member of the persons authorised in the resolutions of the Board of Directors
or equivalent, referred to in paragraph (b), above.5
    
    An opinion of legal advisers in the country of incorporation of the relevant Group Member to
the Agent, dated not more than fifteen Banking Days prior to the date of the relevant Deed of
Guarantor Accession, in a form satisfactory to the Agent.6
    
    In the case of a Group Member not incorporated in England and Wales, a copy, certified as a
true copy by the company secretary or equivalent officer of the relevant Group Member of a
letter from the agent of the relevant Group Member for receipt of service of process referred
to in the Deed of Guarantor Accession accepting its appointment.7
    
    The most up-to-date financial statements of the relevant Group Member.8
    
    Confirmation from the Director of the relevant Group Member that the guaranteeing of the
Facility will not violate any borrowing or guaranteeing limits or the equivalent imposed under
its Memorandum and Articles of Association or equivalent constitutional documents or
otherwise.
 87




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##### 



Schedule 8
Form of Deed of Borrower Accession
 THIS DEED  Facility
Agreement 
 1
    
    [] hereby agrees to be an Additional
Borrower pursuant to clause 19.18 (Additional Borrower)
of the Facility Agreement and accordingly undertakes henceforth to be bound by the terms of
the Facility Agreement as a Borrower.2
    
    [] hereby represents and warrants to the Lenders in respect of itself in the terms of the
Repeating Representations.3
    
    [s] administrative details are
as follows, for the purpose of clause 30 (Notices) of the Agreement:
 Address
    []Facsimile No.
    []Attention
    []4
    
    This Deed is governed by and shall be construed in accordance with English law.
 IN WITNESS WHEREOF
 EXECUTED AS A DEED
    
    
    )BY[   ]
    
    
    )DirectorDirector/Secretary
 88




---



##### 



Schedule 9
Documents and evidence required to be delivered by the Additional Borrower
 1
    
    A copy, certified as a true, complete and up-to-date copy by the Company Secretary or a
Director of the Additional Borrower of the Memorandum and Articles of Association or
equivalent constitutional documents of the Additional Borrower.2
    
    A copy, certified as a true copy by the Company Secretary or a Director of the Additional
Borrower, of resolutions of the Board of Directors evidencing approval of the transactions
contemplated by the Deed of Borrower Accession and the Finance Documents and authorising its
appropriate officers to execute and deliver the Deed of Borrower Accession and to give all
notices and take all other action required under the Finance Documents (including any
Utilisation Requests).3
    
    Confirmation from the Company Secretary or a Director of the Additional Borrower that the
borrowing or guaranteeing of the Facility will not violate any borrowing, guaranteeing limits
or the equivalent imposed under its Memorandum and Articles of Association or
equivalent constitutional documents or otherwise.4
    
    Specimen signatures, authenticated by the Company Secretary or a Director of the Additional
Borrower, of the persons authorised in the resolutions of the Boards of Directors, as referred
to in paragraph 2 above.5
    
    A copy, certified as a true copy by the Company Secretary or a Director of the Additional
Borrower, of all consents, licences, authorisations and approvals required in connection with
the entry into and performance of the transactions contemplated by the Deed of Borrower
Accession or for the validity and enforceability of any Finance Document.6
    
    The most up-to-date financial statements of the Additional Borrower, if any.7
    
    A legal opinion of the legal advisers to the Agent in England.
 89




---



##### 



Schedule 10

Form of Resignation Letter
  resigning Borrower Ultimate Holding Company
   British Sky Broadcasting Group PLC
£1,000,000,000 Multi-currency revolving credit facility agreement
dated [] 2004 (as amended from time to time)
(the Facility Agreement)
 1
    
    We refer to the Facility Agreement. This is a Resignation Letter. Terms defined in the
Facility Agreement have the same meaning in this Resignation Letter unless given a different
meaning in this Resignation Letter.2
    
    Pursuant to clause 19.20 (Resignation of a Borrower), we request that [resigning Borrower] be
released from its obligations as a Borrower under the Facility Agreement.3
    
    We confirm that:
 (a)
    
    no Default is continuing or would result from the acceptance of this request; and(b)
    
    [resigning Borrower] is under no actual or contingent financial obligations under
any Finance Documents.
 4
    
    This Resignation Letter is governed by English law.
 [Ultimate Holding Company]
    
    [Subsidiary]By:
    
    By:
 90




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##### 



Schedule 11
 Form of Compliance Certificate
 
 Attention: []
    
    [Date]
  British Sky Broadcasting Group PLC
£1,000,000,000 Multi-currency revolving credit facility
agreement dated [] 2004 (as amended
from time to time) (the Facility Agreement)
  Financial undertakings Conditions precedent
 Financial statements Conditions precedent 
 1
    
    As at the last day of such [Half-Yearly Period] [financial year] Net Debt was [], including
all Hedging Arrangements as specified in the attached schedule.2
    
    EBITDA in respect of such [Half-Yearly Period] [financial year] was []. EBITDA in respect of
the previous Half-Yearly Period was [].3
    
    Consolidated Interest Charges in respect of such [Half-Yearly Period] [financial year] were
[]. Consolidated Interest Charges in respect of the previous Half-Yearly Period were []*.
  1
    
    The ratio of Net Debt to EBITDA was [].2
    
    The ratio of EBITDA to Consolidated Interest Charges was [].
 Financial undertakings [Not
applicable to the Compliance Certificate to be delivered pursuant to paragraph 12 of Schedule 2
(Conditions precedent to initial Utilisation)]
  Ultimate Holding Company
 91




---



##### 



92




---



##### 



Schedule 12
Timetables
 Letters of
    
    Loans in
    
    Loans in OptionalCredit
    
    sterling
    
    CurrenciesThe relevant
Borrower requests
an Optional
Currency in
accordance with
clause 5.3
(Conditions
relating to
Optional
Currencies)
    
    
    
    
    
    4 pm, U-Day minus
4 Banking DaysAgent notifies the
relevant Borrower
if a currency is
approved as an
Optional Currency
in accordance with
clause 5.3
(Conditions
relating to
Optional
Currencies)
    
    
    
    
    
    2 pm, U-Day minus
3 Banking DaysDelivery of a duly
completed
Utilisation Request
(clause 6.1
(Delivery of a
Utilisation
Request))
    
    11 am, U-Day minus
5 Banking Days
    
    9 am, U-Day
    
    5 pm, U-Day minus
3 Banking DaysAgent notifies the
Lenders of the
details of the
Utilisation in
accordance with
clause 6.4
(Lenders
participation)
    
    
    
    10am, U-Day
    
    9.30 am, U-Day minus
2 Banking DaysDelivery of a
completed Renewal
Request (clause
6.5.8 (Renewal of a
Letter of Credit))
    
    5 Banking Days
prior to the
relevant Expiry
DateAgent receives a
notification from a
Lender under clause
7.2 (Unavailability
of a currency)
    
    
    
    
    
    10 am, U-Day minus
2 Banking DaysAgent gives notice
in accordance with
clause 7.2
(Unavailability of
a currency)
    
    
    
    
    
    10.30 am, U-Day minus 2 Banking
Days
 U-Day
  LIBOR or EURIBOR is fixed
    
    Quotation Day
as of 11:00
a.m. London
time in respect
of LIBOR and
as of 11:00 am
(Brussels time)
in respect of
EURIBOR
    
    Quotation Day
as of 11:00 a.m.
    
    Quotation Day as of
11:00 a.m.
 93




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##### 



Schedule 13
Form of Letter of Credit
    Details of Letter of Credit
 1
    
    The banks listed in paragraph 3 below (the Lenders) understand that:1.1
    
    [            ] (the Beneficiary) has entered into an agreement on [                   ] (the Agreement) with
[                  ] (the Company) in connection with [transaction description]; and1.2
    
    the Company has agreed to provide to the Beneficiary in connection
with the Agreement a [guarantee (this Guarantee)] for an aggregate
amount not exceeding [                      ]
([Currency]
[                      ]) (the Guaranteed Amount).2
    
    Each Lender irrevocably (subject to the terms hereof) guarantees to the Beneficiary that,
if the Company has failed to pay to the Beneficiary any amount payable under the Agreement
for a period of 10 days after such amount becomes due, then, within ten days of receipt of a
written claim (the Claim) from the Beneficiary in the form set out in Appendix 1, that
Lender shall, subject to such Lenders maximum liability specified in paragraph 3 below, pay
its percentage of any sum demanded in that Claim in accordance with the following provisions
of this Guarantee and confirmed in the Claim to be due and payable under the Agreement into
the following account, such payment being in satisfaction of the Claim of the Beneficiary:[                                         ]Account ref: [        ]Account no: [        ][Sort code: [        ]3
    
    The maximum aggregate liability of the Lenders under this Guarantee shall not exceed the
Guaranteed Amount. The liability of each of the Lenders under this Guarantee shall not exceed
the percentage set opposite its name below of the Guaranteed Amount:
 Name
    
    Percentage1
    
    

[        ]2
    
    
    [        ]3
    
    
    [        ]4
    
    
    [        ][etc.]
 94




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##### 



4
    
    The obligations of each Lender under this Guarantee are several. Failure of a Lender to
carry out its obligations under this Guarantee shall not relieve any other Lender of its
obligations under this Guarantee. No Lender shall be responsible for the obligations of any
other Lender under this Guarantee.5
    
    A Claim under this Guarantee by the Beneficiary must be received in writing by Barclays
Bank PLC as agent for the Lenders (in this capacity the Agent) at its office at [address
of Agent] marked for the attention of [contact name], on any date on or after [ ] but not
later than [10 Banking Days before the Termination Date of
the £1,000m RCF] (the
Expiry Date) accompanied by the signed statement of the Beneficiary that the Company has
failed to fulfil its payment obligations under the Agreement in respect of a specified
amount for a period of 10 days as set out in the Claim. Without prejudice to any rights the
Company may have directly against the Beneficiary or any disputes raised by the Company, any
Claim shall be accepted under this Guarantee as conclusive evidence that the amount claimed
is due to the Beneficiary.6
    
    A Claim under this Guarantee shall be made in writing (which shall not include facsimile,
telex, cable or similar forms of communication) and shall be effective upon actual receipt
at the office of the Agent referred to in paragraph 5 above. No Claim may be validly made
unless it is accompanied by a certified copy of a demand made on the Company in respect of
the sum demanded in that Claim.7
    
    A Claim must bear the confirmation of the [bankers] of the Beneficiary that the
signatories are authorised to sign that Claim.8
    
    The liability of a Lender under this Guarantee shall be discharged in full prior to the
Expiry Date on the date (the Discharge Date) when either (i) the Beneficiary delivers a
notice to the Agent confirming that such Lender is discharged from all liabilities under
this Guarantee, substantially in the form set out in Appendix 2 or (ii) such Lender pays the
Beneficiary an amount equal to its then maximum liability under this Guarantee.9
    
    This Guarantee shall remain valid until the Expiry Date or, if earlier, the Discharge
Date, after which it shall become null and void whether returned to the Agent for
cancellation or not and no Claim may be made on the Lenders. A Claim received after the
Expiry Date or, if earlier, the Discharge Date shall be ineffective. This Guarantee shall be
returned by the Beneficiary to the Agent on the Expiry Date or, if earlier, the Discharge
Date.1010.1
    
    This Guarantee and the rights under it are personal to the Beneficiary and are not
transferable or assignable.10.2
    
    A Lender shall not be entitled to transfer any part of its obligations under this Guarantee
unless and to the extent that it procures that a transferee (acceptable to the Beneficiary,
acting reasonably) issues a guarantee on substantially the same terms as this Guarantee in
favour of the Beneficiary in respect of the obligations to be transferred to that Lender,
whereupon the maximum liability of that Lender under this Guarantee shall be reduced
accordingly. Following any such transfer the Beneficiary and the Lenders shall endorse this
Guarantee with a memorandum recording the reduction in the Lenders maximum liability
hereunder.11
    
    Any payment under this Guarantee will satisfy the obligations of the Company pro tanto.
Upon making any payment under this Guarantee, the Lenders shall be subrogated to the rights
of the Beneficiary in respect of the amount paid.12
    
    This Guarantee shall be governed by and construed in accordance with the laws of England
and shall be subject to the exclusive jurisdiction of the English courts. Only the courts of
England and not those of any other jurisdiction shall have jurisdiction in any proceedings
the
 95




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##### 



Beneficiary may initiate against the Agent or the Lenders arising out of or in connection
with this letter where indicated below.
   
  
 96




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##### 



APPENDIX 1
 FORM OF CLAIM
 To:
    
    Barclays Bank PLC[Address
Contact]
   1
    
    We refer to the guarantee dated [        ] (the Guarantee) executed by the Agent
on behalf of the Lenders in our favour (copy attached). This is a Claim under the Guarantee.2
    
    We claim [        ] under the Guarantee. We confirm that [        ] has failed to
fulfil its payments obligations under the Agreement in the same amount for a period of 10 days
after the due date. We attach a certified copy of a demand made on [        ].3
    
    Terms defined in the Guarantee have the same meaning in this letter. This Claim shall be
governed by and construed in accordance with English law.
   Name:  
 97




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##### 



APPENDIX 2
 FORM OF DISCHARGE
 To:
    
    Barclays Bank PLC
[Address
Contact]
   1
    
    We refer to the guarantee dated [        ] (the Guarantee) executed by you as
Agent for the Lenders in our favour.2
    
    We confirm that the [Lender is] [Lenders are] irrevocably discharged from all liabilities under the
Guarantee.3
    
    [We hereby return the Guarantee for retention by the Agent.]
    Name:  
 98




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##### 



Execution PagesThe Original BorrowerSIGNEDfor and on behalf of
    
    
    )BRITISH SKY BROADCASTING
    
    
    )
    
    
    JEREMY DARROCHGROUP PLC
    
    
    )by:
    
    
    )The GuarantorsSIGNEDfor and on behalf of
    
    
    )BRITISH SKY BROADCASTING
    
    
    )
    
    
    JEREMY DARROCHLIMITED
    
    
    )by:
    
    
    )SKY SUBSCRIBERS SERVICES
LIMITED
by:
    
    
    )
)
)
)
    
    
    JEREMY DARROCHSIGNEDfor and on behalf of
    
    
    )BRITISH SKY BROADCASTING
    
    
    )
    
    
    JEREMY DARROCHGROUP PLC
    
    
    )by:
    
    
    )The Mandated Lead ArrangersSIGNEDfor and on behalf of
    
    
    )BARCLAYS CAPITAL
    
    
    )
    
    
    GREGORY FEWERby:
    
    
    )SIGNEDfor and on behalf of
    
    
    )CITIGROUP GLOBAL MARKETS LIMITED
    
    
    )
    
    
    SEAN HANAFINby:
    
    
    )SIGNEDfor and on behalf of
    
    
    )
    
    
    RICHARD MUNNDEUTSCHE BANK AG LONDON
    
    
    )by:
    
    
    )
    
    
    GUY DU PARC BRAHAMSIGNEDfor and on behalf of
    
    
    )J.P. MORGAN PLC
    
    
    )
    
    
    JOHN BLACKBOROUGHby:
    
    
    )




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##### 



SIGNEDfor and on behalf of
    
    
    )THE ROYAL BANK OF SCOTLAND PLC
    
    
    )
    
    
    MIKE CUNNINGHAMby:
    
    
    )The LendersSIGNEDfor and on behalf of
    
    
    )BARCLAYS BANK PLC
    
    
    )
    
    
    GREGORY FEWERby:
    
    
    )SIGNEDfor and on behalf of
    
    
    )CITIBANK, N.A. LONDON BRANCH
    
    
    )
    
    
    SEAN HANAFINby:
    
    
    )SIGNEDfor and on behalf of
    
    
    )
    
    
    RICHARD MUNNDEUTSCHE BANK AG LONDON
    
    
    )by:
    
    
    )
    
    
    GUY DU PARC BRAHAMSIGNEDfor and on behalf of
    
    
    )JPMORGAN CHASE BANK
    
    
    )
    
    
    JOHN BLACKBOROUGHby:
    
    
    )SIGNEDfor and on behalf of
    
    
    )THE ROYAL BANK OF SCOTLAND PLC
    
    
    )
    
    
    MIKE CUNNINGHAMby:
    
    
    )SIGNEDfor and on behalf of
    
    
    )
    
    
    SONYA IOVIENOALLIED IRISH BANKS P.L.C
    
    
    )by:
    
    
    )
    
    
    VINAY GUPTASIGNEDfor and on behalf of
    
    
    )
    
    
    MATTHEW WILLIAMSBAYERISCHE LANDESBANK,
    
    
    )LONDON BRANCH
    
    
    )
    
    
    MATTHEW DUNNby:
    
    
    )SIGNEDfor and on behalf of
    
    
    )
    
    
    FRANCOIS ARTIGNANBNP PARIBAS, LONDON BRANCH
    
    
    )by:
    
    
    )
    
    
    DAVID ARLETTAZ




---



##### 



SIGNEDfor and on behalf of
    
    
    )
    
    
    PHILLIP ARCHERCALYON, LONDON BRANCH
    
    
    )by:
    
    
    )
    
    
    BRIAN CLARKSIGNEDfor and on behalf of
    
    
    )COMMERZBANK AKTIENGESELLSCHAFT,
    
    
    )
    
    
    KEVIN BUCKLONDON BRANCH
    
    
    )by:
    
    
    )SIGNEDfor and on behalf of
    
    
    )HSBC BANK PLC
    
    
    )
    
    
    MARC LEAHYby:
    
    
    )SIGNEDfor and on behalf of
    
    
    )
    
    
    LINDSAY CORNELISSENING BANK N.V., LONDON BRANCH
    
    
    )by:
    
    
    )
    
    
    STUART WHEELERSIGNEDfor and on behalf of
    
    
    )LLOYDS TSB BANK PLC
by:
    
    
    )
)
    
    
    DAVID MOORESIGNEDfor and on behalf of
    
    
    )SOCIETE GENERALE
    
    
    )
    
    
    BRUCE POMFORDby:
    
    
    )SIGNEDfor and on behalf of
    
    
    )WESTLB AG, LONDON BRANCH
    
    
    )
    
    
    TIM SAI LOUIEby:
    
    
    )SIGNEDfor and on behalf of
    
    
    )THE BANK OF NEW YORK COMPANY, INC.
    
    
    )
    
    
    VINCENT L. PACILIOby:
    
    
    )SIGNEDfor and on behalf of
    
    
    )
    
    
    GARRETT LYNSKEYCREDIT SUISSE FIRST BOSTON
    
    
    )by:
    
    
    )
    
    
    KAMLESH VARASIGNEDfor and on behalf of
    
    
    )GOLDMAN SACHS CREDIT PARTNERS L.P.
    
    
    )
    
    
    ALISON HOWEby:
    
    
    )




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##### 



SIGNEDfor and on behalf of
    
    
    )
    
    
    CONOR LINEHANTHE GOVERNOR AND COMPANY OF
    
    
    )THE BANK OF IRELAND
    
    
    )
    
    
    AOIFE HUGHESby:
    
    
    )The AgentSIGNEDfor and on behalf of
    
    
    )BARCLAYS BANK PLC
    
    
    )
    
    
    GREGORY FEWERby:
    
    
    )