EXHIBIT 4.29






Exhibit 4.29




EXECUTION VERSION




3 YEAR FACILITY AGREEMENT




DATED 29 JULY 2008




U.S.$4,315,000,000




REVOLVING CREDIT FACILITY




for




VODAFONE GROUP PLC




ALLEN & OVERY




ALLEN & OVERY LLP




LONDON




 









 





CONTENTS




	 	 	 	 	 	 	 
	Clause	 	 	Page	 
	1.	 	Interpretation
	 	 	1	 
	2.	 	The Facilities
	 	 	26	 
	3.	 	Purpose
	 	 	29	 
	4.	 	Conditions Precedent
	 	 	29	 
	5.	 	Advances
	 	 	30	 
	6.	 	Repayment
	 	 	31	 
	7.	 	Prepayment and Cancellation
	 	 	32	 
	8.	 	Interest
	 	 	34	 
	9.	 	Payments
	 	 	37	 
	10.	 	Taxes
	 	 	40	 
	11.	 	Market Disruption
	 	 	43	 
	12.	 	Increased Costs
	 	 	44	 
	13.	 	Illegality and Mitigation
	 	 	45	 
	14.	 	Guarantee
	 	 	46	 
	15.	 	Representations and Warranties
	 	 	49	 
	16.	 	Undertakings
	 	 	52	 
	17.	 	Financial Covenant
	 	 	57	 
	18.	 	Default
	 	 	58	 
	19.	 	The Agents and the Arrangers
	 	 	62	 
	20.	 	Fees
	 	 	67	 
	21.	 	Expenses
	 	 	68	 
	22.	 	Stamp Duties
	 	 	68	 
	23.	 	Indemnities
	 	 	68	 
	24.	 	Evidence and Calculations
	 	 	70	 
	25.	 	Amendments and Waivers
	 	 	70	 
	26.	 	Changes to the Parties
	 	 	71	 
	27.	 	Disclosure of Information
	 	 	76	 
	28.	 	Set-off
	 	 	77	 
	29.	 	Pro Rata Sharing
	 	 	77	 
	30.	 	Severability
	 	 	78	 
	31.	 	Counterparts
	 	 	78	 
	32.	 	Notices
	 	 	79	 
	33.	 	Language
	 	 	80	 
	34.	 	Jurisdiction
	 	 	80	 
	35.	 	Governing Law
	 	 	81	 






 









 






	 	 	 	 	 	 	 
	Schedule	 	 	Page	 
	1.	 	Lenders and Commitments
	 	 	82	 
	 	 	Part 1 Lenders and Commitments
	 	 	82	 
	 	 	Part 2 Swingline Lenders and Swingline Commitments
	 	 	84	 
	 	 	Part 3 Mandated Lead Arrangers
	 	 	85	 
	 	 	Part 4 Co-Arrangers
	 	 	86	 
	2.	 	Conditions Precedent Documents
	 	 	87	 
	 	 	Part 1 To be Delivered before the First Advance
	 	 	87	 
	 	 	Part 2 To be Delivered by an Additional Guarantor
	 	 	88	 
	 	 	Part 3 To be Delivered by an Additional Borrower
	 	 	90	 
	3.	 	Mandatory Cost Formulae
	 	 	91	 
	4.	 	Form of Request
	 	 	94	 
	5.	 	Forms of Accession Documents
	 	 	95	 
	 	 	Part 1 Novation Certificate
	 	 	95	 
	 	 	Part 2 Guarantor Accession Agreement
	 	 	97	 
	 	 	Part 3 Borrower Accession Agreement
	 	 	98	 
	 	 	Part 4 Lender Accession Agreement
	 	 	99	 
	6.	 	Form of Confidentiality Undertaking from New Lender
	 	 	100	 
	7.	 	Form of Additional Lender’s Fee Letter
	 	 	103	 
	8.	 	Fixed Rate Bonds and Preference Shares
	 	 	105	 
	 	 	 
	 	 	 	 
	Signatories	 	 	106	 






 









 





THIS AGREEMENT is dated 29 July 2008 and made BETWEEN:





	(1)	 	VODAFONE GROUP PLC (registered number 1833679) as borrower (“Vodafone”);
	 
	(2)	 	THE FINANCIAL INSTITUTIONS listed in Part 3 of Schedule 1 as Mandated Lead Arrangers;
	 
	(3)	 	THE FINANCIAL INSTITUTIONS listed in Part 4 of Schedule 1 as Co Arrangers;
	 
	(4)	 	THE FINANCIAL INSTITUTIONS listed in Part 1 of Schedule 1 as Original Lenders;
	 
	(5)	 	THE ROYAL BANK OF SCOTLAND PLC as agent (in this capacity the “Agent”); and
	 
	(6)	 	THE ROYAL BANK OF SCOTLAND PLC (NEW YORK BRANCH) as U.S. swingline agent (in this capacity the
“U.S. Swingline Agent”).





IT IS AGREED as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement:
	 
	 	 	“Acquisition”
	 
	 	 	means the acquisition of any interest in the share capital
(or equivalent) or in the business or undertaking of any company or other person (including,
without limitation, any partnership or joint venture).
	 
	 	 	“Additional Borrower”
	 
	 	 	means any member of the Restricted Group which becomes an additional
borrower pursuant to Clause 26.6 (Additional Borrowers) and which has not been released as a
borrower in accordance with Clause 26.7 (Removal of Borrowers).
	 
	 	 	“Additional Guarantor”
	 
	 	 	means any member of the Group which at such time has become a
Guarantor in accordance with Clause 26.5 (Additional Guarantors) and has not been released in
accordance with Clause 14.9 (Removal of Guarantors).
	 
	 	 	“Additional Lender”
	 
	 	 	means a financial institution or other entity which becomes an additional
lender pursuant to Clause 2.7 (Additional Lenders) or a transferee, successor or permitted
assignee of such financial institution or other entity which is for the time being
participating in the Facility.




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	 	 	“Adjusted Group Operating Cash Flow”
	 
	 	 	means, without double counting, in relation to any period,
a sum equal to the Consolidated Group’s total operating profit or loss for continuing
operations, acquisitions (as a component of continuing operations) and discontinued operations
before taxation, interest and after:






	 	(a)	 	adding depreciation;
	 
	 	(b)	 	adding amortisation;
	 
	 	(c)	 	deducting the profit or adding any loss on exceptional items which are included in the
foregoing;
	 
	 	(d)	 	deducting any gain or adding any loss on disposal of tangible or intangible fixed assets;
	 
	 	(e)	 	adjusting for movements in working capital (being movements in stock, creditors, provision, and
debtors);
	 
	 	(f)	 	adding dividends or proceeds of a similar nature received from any entity not in the
Consolidated Group; and
	 
	 	(g)	 	excluding exceptional items,






	 	 	and for the avoidance of doubt excluding (other than as set out in
paragraph (f) above) the results of any entity not in the Consolidated Group.
	 
	 	 	“Advance”
	 
	 	 	means a Revolving Credit Advance or a Swingline Advance.
	 
	 	 	“Affected Lender”
	 
	 	 	has the
meaning given to it in Clause 2.2(c) (Overall facility limits).
	 
	 	 	“Affiliate”
	 
	 	 	means, in relation
to a person, a Subsidiary or a Holding Company of that person and any other Subsidiary of that
Holding Company.
	 
	 	 	“Agent’s Spot Rate of Exchange”
	 
	 	 	means the spot rate of exchange as determined by the Agent for
the purchase of the relevant Optional Currency in the London foreign exchange market with U.S.
Dollars at or about 11.00 a.m. on a particular day.
	 
	 	 	“Agreed Percentage”
	 
	 	 	means in relation to a Lender and a Swingline Advance, the amount of its
Revolving Credit Commitment expressed as a percentage of the Total Commitments.
	 
	 	 	“All Quoting Credit Rating Agencies”
	 
	 	 	has the meaning
given to it in Clause 8.5(a).




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	 	 	“Applicable GAAP”
	 
	 	 	means the generally accepted accounting principles applied in the preparation
of the consolidated accounts of Vodafone for the year ended 31 March 2005.
	 
	 	 	“Arranger”
	 
	 	 	means a financial institution or other entity listed in Part 3 or Part 4 of Schedule
1.
	 
	 	 	“Asset Disposal”
	 
	 	 	means any sale, transfer, grant, lease or other disposal of an asset (which
for the avoidance of doubt does not include returns to shareholders) by any member of the
Controlled Group to a person outside the Controlled Group made after the Signing Date.
	 
	 	 	“Available Cash”
	 
	 	 	means:






	 	(a)	 	cash in hand and cash in deposits repayable on demand with any Qualifying Financial
Institution; and
	 
	 	(b)	 	Liquid Resources,






	 	 	to the extent denominated in any freely convertible and transferable
currencies, beneficially owned and unencumbered by any Security Interests other than Permitted
Security Interests.
	 
	 	 	“Availability Period”
	 
	 	 	means the period from the Signing Date up to and
including the date which is three years after the Signing Date or, if that day is not a Business
Day, the preceding Business Day.
	 
	 	 	“Back to Back Loan”
	 
	 	 	means any Financial Indebtedness made available to a member of the Restricted
Group to the extent that the economic exposure of the creditor in respect of that Financial
Indebtedness (taking any related transactions together) is reduced by reason of that creditor:






	 	(a)	 	having recourse directly or indirectly to a deposit of cash or cash equivalent investments
beneficially owned by any member of the Restricted Group placed, as part of a related transaction,
with that creditor (or an Affiliate of that creditor) or a financial institution approved by that
creditor; or
	 
	 	(b)	 	having granted a funded sub-participation or similar arrangement to a member of the Restricted
Group.






	 	 	“Borrower”
	 
	 	 	means Vodafone or an Additional Borrower.
	 
	 	 	“Borrower Accession Agreement”
	 
	 	 	means an
agreement substantially in the form of Part 3 of Schedule 5 or with such amendments as the Agent
may approve (such approval not to be unreasonably withheld or delayed) or may reasonably
require.




3









 












	 	 	“Business Day”
	 
	 	 	means a day (other than a Saturday or Sunday) on which banks and the interbank
and foreign exchange markets are open for general business in:






	 	(a)	 	London; and
	 
	 	(b)	 	if a payment is required in U.S. Dollars, New York; or if a payment is required in euro, a
TARGET Day.






	 	 	“Change of Control”
	 
	 	 	has the meaning given to it in Clause 7.4 (Change of Control).
	 
	 	 	“Combined
Commitments”
	 
	 	 	means the aggregate of the Total Commitments under this Agreement and the Total
Commitments under and as defined in the 2012 Facility.
	 
	 	 	“Combined Swingline Commitments”
	 
	 	 	means the aggregate of the Swingline Total Commitments under
this Agreement and the Swingline Total Commitments under and as defined in the 2012 Facility.
	 
	 	 	“Commitment”
	 
	 	 	means a Revolving Credit Commitment or a Swingline Commitment, in each case to the
extent not transferred, cancelled or reduced under or in accordance with this Agreement.
	 
	 	 	“Consolidated Group”
	 
	 	 	means Vodafone (or, following a Hive Up, NewTopco), its IFRS Consolidated
Subsidiaries and Joint Ventures.
	 
	 	 	“Consolidated Subsidiaries”
	 
	 	 	means those Subsidiaries of Vodafone (or, following the Hive Up,
NewTopco) which would be required to be consolidated in the consolidated accounts of Vodafone
(or, following the Hive Up, NewTopco) in accordance with Applicable GAAP.
	 
	 	 	“Contractual Currency”
	 
	 	 	has the meaning given to it in Clause 23.1(a) (Currency indemnity).
	 
	 	 	“Controlled Group”
	 
	 	 	means Vodafone (or, following a Hive Up, NewTopco) and its Controlled
Subsidiaries.
	 
	 	 	“Controlled Subsidiaries”
	 
	 	 	means, those Subsidiaries of Vodafone (or, following a
Hive Up, NewTopco) in which Vodafone or NewTopco, as the case may be, controls more than 50% of
such Subsidiaries voting rights and has recourse to the cash flows of the Subsidiary. Until the
first certificate is given by Vodafone to the Agent in accordance with Clause 16.2(a)(iii)
(Financial information) (in respect of the financial year ended 31 March 2008), the Controlled




4









 






	 	 	Subsidiaries include, without limitation, the following operating Subsidiaries as at 1 June
2008: Arcor AG & Co.; Vodafone Romania S.A.; Vodafone Czech Republic a.s.; Vodafone Albania
Sh.A; Vodafone D2 GmbH; Vodafone Egypt Telecommunications S.A.E; Vodafone España S.A.; Vodafone
Essar Limited; Vodafone Hungary Mobile Telecommunications Ltd; Vodafone Ireland Limited;
Vodafone Libertel B.V.; Vodafone Limited; Vodafone Malta Limited; Vodafone Network Pty Limited;
Vodafone New Zealand Limited; Vodafone Omnitel N.V.; Vodafone-Panafon Hellenic
Telecommunications Company S.A.; Vodafone Telekomunikasyon A.S. and Vodafone
Portugal-Comunicações Pessoais S.A..
	 
	 	 	“Controlled USA Group”
	 
	 	 	means all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together with any U.S.
Obligor, are treated as a single employer under Section 414(b) or (c) of the U.S. Code.
	 
	 	 	“Core Jurisdictions”
	 
	 	 	are member states of the European Union as at 1 January 2008 (being
Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany,
Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland,
Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the UK), Japan, United States,
Australia, New Zealand, Canada and Switzerland and any other states which become members of the
European Union after 1 January 2008 provided that Vodafone has notified the Agent in writing of
its agreement to their inclusion in this definition of Core Jurisdictions.
	 
	 	 	“Credit Rating
Agency”
	 
	 	 	has the meaning given to it in Clause 8.5 (Margin).
	 
	 	 	“Default”
	 
	 	 	means (a) an Event of Default or (b) an event which, with the expiry of any grace
period or giving of any notice specified in Clause 18.2 (Non-payment), 18.3 (Breach of other
obligations), 18.5 (Cross default), 18.6 (Winding up), 18.8 (Enforcement proceedings) or 18.10
(Similar proceedings) would constitute an Event of Default.
	 
	 	 	“Default Margin”
	 
	 	 	has the meaning given to it in Clause 8.3 (Default interest).
	 
	 	 	“Default Rate”
	 
	 	 	has the meaning given to it in Clause 8.3 (Default interest).
	 
	 	 	“Designated Term”
	 
	 	 	has the meaning given to it in Clause 8.3(a)(ii) (Default
interest).
	 
	 	 	“Discharged Obligations”
	 
	 	 	has the meaning given to it in Clause
26.4(c)(i) (Procedure for novations).
	 
	 	 	“Discharged Rights”
	 
	 	 	has the meaning given
to it in Clause 26.4(c)(iii) (Procedure for novations).




5









 






	 	 	“Disruption Event”
	 
	 	 	means either or
both of:






	 	(a)	 	a material disruption to those payment or communications systems or to those financial markets
which are, in each case, required to operate in order for payments to be made in connection with
the Facility (or otherwise in order for the payment transactions contemplated by the Finance
Documents to be carried out) which disruption is not caused by, and is beyond the control of, any
of the Parties; or
	 
	 	(b)	 	the occurrence of any other event which results in a disruption (of a technical or
systems-related nature) to the treasury or payments operations of a Party preventing that, or any
other Party:






	 	(i)	 	from performing its payment obligations under the Finance Documents; or
	 
	 	(ii)	 	from
communicating with other Parties in accordance with the terms of the Finance Documents,






	 	 	(and which
(in either such case)) is not caused by, and is beyond the control of, the Party whose operations
are disrupted.
	 
	 	 	“Drawdown Date”
	 
	 	 	means the date for the making of an Advance.
	 
	 	 	“ERISA”
	 
	 	 	means the U.S. Employee
Retirement Income Security Act of 1974, as amended (or any successor legislation thereto), and
any rule or regulation issued thereunder from time to time in effect.
	 
	 	 	“EURIBOR”
	 
	 	 	means in relation to any Advance or unpaid sum in euro:






	 	(a)	 	the percentage rate per annum of the offered quotation for deposits in euro determined by the
Banking Federation of the European Union for a period equal or comparable to the Required Period
which appears on Reuters Page EURIBOR01 at or about 11.00 a.m. Brussels time on the applicable Rate
Fixing Day; or
	 
	 	(b)	 	if the rate cannot be determined under paragraph (a) above, the rate expressed as a percentage
to be the arithmetic mean (rounded upwards, if necessary, to the nearest five decimal places) of
the respective rates notified to the Agent by each of the Reference Banks (provided at least two
Reference Banks are quoting) as the rate at which it is offered deposits in euro and for the
Required Period by prime banks in the European interbank market at or about 11.00 a.m. Brussels
time on the Rate Fixing Day for such period,






	 	 	and for the purposes of this definition:






	 	(i)	 	“Required Period” means the Term of such Advance for Revolving Credit Advances, or the
period in respect of which EURIBOR falls to be determined in relation to any unpaid sum;
and




6









 






	 	(ii)	 	“Reuters Page EURIBOR01” means the display designated as Page EURIBOR01 on the
Reuters Service (or such other pages as may replace Page EURIBOR01 on that service or such
other service as may be nominated by the Banking Federation of the European Union as the
information vendor for the purposes of displaying the Banking Federation of the European
Union rates for deposits in euro).






	 	 	“Event of Default”
	 
	 	 	means an event specified as such in Clause 18 (Default).
	 
	 	 	“Existing
Commitment”
	 
	 	 	has the meaning given to it in Clause 16.8(a)(i) (Priority borrowing).
	 
	 	 	“Existing
Lender”
	 
	 	 	has the meaning given to it in Clause 26.2(a) (Transfers by Lenders).
	 
	 	 	“Existing Parties”
	 
	 	 	has the meaning given to it in Clause 26.4(c)(i) (Procedure for novations).
	 
	 	 	“Facility”
	 
	 	 	means any
of the facilities to draw Revolving Credit Advances, or Swingline Advances referred to in Clause
2.1 (Facilities).
	 
	 	 	“Facility Office”
	 
	 	 	means the office(s) notified by a Lender to the Agent:






	 	(a)	 	on or before the date it becomes a Lender; or
	 
	 	(b)	 	by not less than five Business Days’ notice,






	 	 	as the office(s) through which it will perform
all or any of its obligations under this Agreement.
	 
	 	 	“Federal Funds Rate”
	 
	 	 	means, on any
day:






	 	(a)	 	the rate per annum determined by the U.S. Swingline Agent to be the Federal Funds Rate (as
published by the Federal Reserve Bank of New York) at or about 1.00 p.m.
(New York City time) on that day; or
	 
	 	(b)	 	if such rate is not published at such time, the rate for such day will be the arithmetic
mean as determined by the U.S. Swingline Agent of the rates for the last transaction in
overnight Federal funds arranged prior to noon (New York City time) on that day by each of three
leading brokers of Federal funds transactions in New York City selected by the U.S. Swingline
Agent.




7









 












	 	 	“Fee Letters”
	 
	 	 	means each letter:






	 	(a)	 	dated on or about the date of this Agreement between the Agent and Vodafone; and
	 
	 	(b)	 	dated on or about the date of this Agreement between the Original Lenders as at the Signing
Date and Vodafone; and
	 
	 	(c)	 	(if applicable) entered into between an Additional Lender and Vodafone substantially in the
form of Schedule 7,






	 	 	in each case setting out the amount of various fees referred to in Clause 20.2
(Agent’s fee) or 20.3 (Front-end fees).
	 
	 	 	“Final Maturity Date”
	 
	 	 	means the last day of the Availability Period.
	 
	 	 	“Finance Document”
	 
	 	 	means
this Agreement, each Fee Letter, Novation Certificate, Borrower Accession Agreement and
Guarantor Accession Agreement and any other document agreed in writing as such by the Agent and
Vodafone.
	 
	 	 	“Finance Party”
	 
	 	 	means an Arranger, a Lender, the Agent or the U.S.
Swingline Agent.
	 
	 	 	“Financial Indebtedness”
	 
	 	 	means any indebtedness in respect
of:






	 	(a)	 	moneys borrowed or raised by way of loan or redeemable preference shares or in the form of
any debenture, bond, note, loan stock, commercial paper or similar instrument;
	 
	 	(b)	 	any acceptance credit, bill-discounting, note purchase or documentary credit facility;
	 
	 	(c)	 	any finance lease;
	 
	 	(d)	 	any receivables purchase, factoring or discounting arrangement under which there is recourse in
whole or in part to any member of the relevant group;
	 
	 	(e)	 	any other transaction having the commercial effect of a borrowing; and
	 
	 	(f)	 	any guarantees or other legally binding assurance against financial loss in respect of the
indebtedness of any person arising under an obligation falling within (a) to (e) above (but, for
the avoidance of doubt, excluding any guarantees in respect of indebtedness falling within (i) to
(v) below),






	 	 	but without double counting and excluding (i) preference shares which are not accounted
for as indebtedness under IFRS GAAP, (ii) any convertible or exchangeable debt which must or, at
the option of the issuer, may be converted or exchanged without condition (other than the
availability of sufficient authorised share capital of the issuer), prior to or upon the date any




8









 






	 	 	amount of principal would otherwise fall due in respect of that debt, into equity share capital
or preference shares, which in each case are not redeemable on or before the Final Maturity
Date, (iii) deferred consideration in respect of the cost of Acquisitions, (iv) obligations of
any member of the relevant group arising under any form of exchangeable, convertible, option or
other similar instrument issued by that member of the relevant group in connection with a
transaction the commercial effect of which is to effect the disposal by that member of the
relevant group of shares or partnership or other ownership interests in any other person or
entity (whether or not having a separate legal identity), provided that any such instrument may
not, on or prior to the Final Maturity Date, be converted (whether by acceleration, maturity or
otherwise) into cash or any other instrument constituting or evidencing Financial Indebtedness
and (v) for the avoidance of doubt, derivatives primarily entered into to manage currency,
credit or interest rate risks or to assist in purchasing or selling shares.
	 
	 	 	“Fitch”
	 
	 	 	means Fitch Investors Services Inc.
	 
	 	 	“Group”
	 
	 	 	means Vodafone and its Consolidated
Subsidiaries or, following a Hive Up, NewTopco and its Consolidated Subsidiaries (and
“Member of
the Group”
means any of them).
	 
	 	 	“Guarantor”
	 
	 	 	means each of:






	 	(a)	 	Vodafone; and
	 
	 	(b)	 	each Additional Guarantor.






	 	 	“Guarantor Accession Agreement”
	 
	 	 	means a deed substantially in the
form of Part 2 of Schedule 5 or with such amendments as the Agent may approve (such approval not
to be unreasonably withheld or delayed) or may reasonably require.
	 
	 	 	“Hive Up”
	 
	 	 	means a reorganisation by way of a scheme of arrangement (other than in an insolvency)
or otherwise under which Vodafone becomes a Subsidiary of NewTopco, NewTopco controls (directly
or indirectly) all of the voting rights in Vodafone (other than any voting rights in Vodafone in
respect of the 50,000 7 per cent. fixed rate shares issued in 1999 or any other voting rights in
Vodafone held by holders of a class of capital issued by Vodafone, where such voting rights
relate only to any variation in the rights attaching to that class of capital issued by
Vodafone) and NewTopco becomes the listed ultimate Holding Company of the Group.
	 
	 	 	“Holding Company”
	 
	 	 	means in relation to a person, an entity of which that person
is a Subsidiary.
	 
	 	 	“HMRC”
	 
	 	 	Means HM Revenue & Customs.




9









 






	 	 	“IFRS Consolidated Subsidiaries”
	 
	 	 	means those Subsidiaries of Vodafone (or, following a Hive Up,
NewTopco) which would be required to be fully consolidated (which excludes proportionate
consolidation) in the consolidated accounts of Vodafone (or, following a Hive Up, NewTopco) in
accordance with IFRS GAAP.
	 
	 	 	“IFRS GAAP”
	 
	 	 	means the generally accepted accounting principles applied in the preparation of the
IFRS consolidated audited accounts of Vodafone for the year ended 31 March 2008 or later audited
accounts, if notified by Vodafone in writing to the Agent within three months (or such longer
period as may be agreed by the Agent) of publication of such audited accounts.
	 
	 	 	“Intermediate Holding Company”
	 
	 	 	means in relation to Vodafone, an entity (other than NewTopco)
which is a Subsidiary of NewTopco and of which Vodafone is a Subsidiary.
	 
	 	 	“ITA 2007”
	 
	 	 	means the Income Tax Act, 2007.
	 
	 	 	“Joint Venture”
	 
	 	 	means an entity (which is not an IFRS
Consolidated Subsidiary) in which any member of the Consolidated Group holds a long term
interest and shares control under a contractual arrangement where each venturer has a veto over
policy decisions and which is, or would be, accounted for on a proportionate basis under IFRS
GAAP.
	 
	 	 	“Lender”
	 
	 	 	means each Original Lender and each Additional Lender (if any).
	 
	 	 	“Lender Accession
Agreement”
	 
	 	 	means an agreement substantially in the same form of Part 4 of Schedule 5 or with
such amendments as the Agent may approve or may reasonably require.
	 
	 	 	“LIBOR”
	 
	 	 	means in relation to any Advance or unpaid sum in Sterling or U.S.
Dollars:






	 	(a)	 	the percentage rate per annum of the offered quotation for deposits in the currency of the
relevant Advance or unpaid sum for a period equal or comparable to the Required Period which
appears on Reuters Page LIBOR01 at or about 11.00 a.m. on the applicable Rate Fixing Day; or
	 
	 	(b)	 	if the rate cannot be determined under paragraph (a) above, the rate expressed as a percentage
determined by the Agent to be the arithmetic mean (rounded upwards, if necessary, to the nearest
five decimal places) of the respective rates notified to the Agent by each of the Reference Banks
quoting (provided that at least two Reference Banks are quoting) as the rate at which it is offered
deposits in the required currency




10









 






	 	 	 	and for the Required Period by prime banks in the London interbank market at or about 11.00
a.m. on the Rate Fixing Day for such period,






	 	 	and for the purposes of this definition:






	 	(i)	 	“Required Period” means the Term of such Advance for Revolving Credit Advances or the
period in respect of which LIBOR falls to be determined in relation to any unpaid sum; and
	 
	 	(ii)	 	“Reuters Page LIBOR01” means the display designated as Page LIBOR01 on the Reuters Service (or such
other pages as may replace page LIBOR01 on that service or such other service as may be nominated
by the British Bankers’ Association as the information vendor for the purposes of displaying
British Bankers’ Association Interest Settlement Rates for deposits in the currency concerned).






	 	 	“Liquid Resources”
	 
	 	 	means a current asset investment held as a readily disposable store of value
which can be disposed of without curtailing or disrupting the business of the disposer and which
is either:






	 	(a)	 	readily convertible into a known amount of cash at or close to its carrying value; or
	 
	 	(b)	 	traded in an active market.






	 	 	“Long Term Credit Rating Assigned to Vodafone”
	 
	 	 	has the meaning
given to it in Clause 8.5(d) (Margin).
	 
	 	 	“Majority Lenders”
	 
	 	 	means, at any time:






	 	(a)	 	Lenders whose Revolving Credit Commitments aggregate more than 60 per cent. of the Total
Commitments; or
	 
	 	(b)	 	if the Total Commitments have been reduced to zero, Lenders whose Revolving Credit
Commitments aggregated more than 60 per cent. of the Total Commitments immediately before the
reduction.






	 	 	“Mandatory Cost”
	 
	 	 	means in relation to an Advance (other than a Swingline Advance), the
percentage rate per annum calculated by the Agent in accordance with Schedule 3.
	 
	 	 	“Margin”
	 
	 	 	in relation to an Advance at any time, means the percentage rate per annum determined
to be the Margin applicable to that Advance in accordance with Clause 8.5 (Margin).
	 
	 	 	“Maturity Date”
	 
	 	 	means the last day of the Term of:






	 	(a)	 	a Revolving Credit Advance; or




11









 












	 	(b)	 	a Swingline Advance.






	 	 	“Member of the Group”
	 
	 	 	has the meaning
given to it in the definition of Group.
	 
	 	 	“Moody’s”
	 
	 	 	means
Moody’s Investors’ Service, Inc.
	 
	 	 	“Multi-employer Plan”
	 
	 	 	means a “multi-employer plan” as defined in Section 4001(a)(3) of ERISA to
which any U.S. Obligor or any member of the Controlled USA Group has an obligation to
contribute.
	 
	 	 	“Net Debt”
	 
	 	 	means at any time, Total Gross Borrowings less Available Cash, both at that time. Net
Debt for any Ratio Period will be calculated as the aggregate of Net Debt outstanding on the
last day of each month during the relevant Ratio Period (as shown in Vodafone’s, or following a
Hive Up, NewTopco’s, consolidated management accounts prepared at the end of each month during
the relevant Ratio Period) divided by the number of months during the relevant Ratio Period.
	 
	 	 	“NewTopco”
	 
	 	 	means a company used for the purposes of a Hive Up.
	 
	 	 	“New Lender”
	 
	 	 	has the meaning
given to it in Clause 26.2(a) (Transfers by Lenders).
	 
	 	 	“New York Business Day”
	 
	 	 	means a day (other
than a Saturday or Sunday) on which banks are open for business in New York.
	 
	 	 	“Novation Certificate”
	 
	 	 	has the meaning given to it in Clause 26.4(a)(i)
(Procedure for novations).
	 
	 	 	“Obligor” 


means each Borrower and each Guarantor.
	 
	 	 	“Operating Cash Flow”
	 
	 	 	means, without double counting, total operating profit or loss for
continuing operations before taxation, interest and after (i) adding depreciation, (ii) adding
amortisation, (iii) deducting the profit or adding the loss on exceptional items which are
included in the foregoing, (iv) deducting any gain or adding any loss on disposal of tangible or
intangible fixed assets, (v) adjusting for movements in working capital (being movements in
stock, creditors, provisions and debtors) and (vi) excluding exceptional items.
	 
	 	 	“Optional Currency”




12









 






	 	 	means, in relation to any Advance or proposed Advance, Sterling or euro.
	 
	 	 	“Original Dollar Amount”
	 
	 	 	means:






	 	(a)	 	the principal amount of an Advance denominated in U.S. Dollars; or
	 
	 	(b)	 	the principal amount of an Advance denominated in any other currency, translated into U.S.
Dollars on the basis of the Agent’s Spot Rate of Exchange on the date of receipt by the Agent of
the Request for that Advance.






	 	 	“Original Lender”
	 
	 	 	means a financial institution or other entity listed in Part 1 or Part 2 of
Schedule 1 or a transferee, successor or permitted assignee of such financial institution or
other entity which is for the time being participating in the Facility.
	 
	 	 	“Overdue Amount”
	 
	 	 	has the meaning given to it in Clause 8.3(a) (Default interest).
	 
	 	 	“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 Community relating to
Economic and Monetary Union.
	 
	 	 	“Party”
	 
	 	 	means a party to this Agreement.
	 
	 	 	“PBGC”
	 
	 	 	means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA, or any successor.
	 
	 	 	“Permitted Security Interest”
	 
	 	 	means:






	 	(a)	 	any Security Interest arising out of retention of title provisions or created or subsisting
over documents of title, insurance policies (including any export credit agencies’ agreements) and
sale contracts in relation to commercial goods in each case created or made in the ordinary course
of business to secure the purchase price of such goods or loans to finance such purchase price; or
	 
	 	(b)	 	any Security Interest over any assets acquired by a member of the Restricted Group after 1 May
2005 (and/or over the assets of any person that becomes a member of the Restricted Group after 1
May 2005) provided that:






	 	(i)	 	any such Security Interest is in existence before such acquisition or before such person
becomes a member of the Restricted Group and is not created in contemplation of such acquisition or
such person becoming a member of the Restricted Group; and




13









 






	 	(ii)	 	to the extent that the aggregate principal amount secured by such Security Interest upon
such acquisition or such person becoming a member of the Restricted Group thereafter exceeds
(measured in the same currency) the amount available to be drawn (assuming all drawdown conditions
will be met) under the relevant commitment existing at the time of such acquisition or such person
becoming a member of the Restricted Group, such Security Interest shall not fall within this
paragraph (b);






	 	 	 	for the purposes of this paragraph (b) Restricted Group shall not include any
companies which have become members of the Restricted Group due to the expansion of the definition
of Core Jurisdiction to include any other states which become members of the European Union after 1
May 2005; or
	 
	 	(c)	 	any Security Interest created for the purpose of securing obligations of Vodafone (or,
following a Hive Up, NewTopco) or any member of the Restricted Group under any agreement
(including, without limitation, any agreement under Section 106 of the Town and Country Planning
Act 1990 or Section 111 of the Local Government Act 1972) entered into with a local or other public
authority and related to the development or maintenance of property owned by Vodafone (or,
following a Hive Up, NewTopco) or any member of the Restricted Group; or
	 
	 	(d)	 	any Security Interest created on or subsisting over any asset held in Clearstream Banking,
société anonyme or Euroclear Bank S.A./N.V. as operator of the Euroclear System, or any other
securities depository or any clearing house pursuant to the standard terms and procedures of the
relevant clearing house applicable in the normal course of trading; or
	 
	 	(e)	 	any Security Interest which arises in connection with any cash management, set-off or
netting arrangements made between banks or financial institutions and any member(s) of the
Restricted Group in the ordinary course of business; or
	 
	 	(f)	 	any Security Interest created in favour of a plaintiff or defendant in any action of the
court or tribunal before whom such action is brought as pre-judgment security for costs or expenses
where any member of the Restricted Group is prosecuting or defending such action in the bona fide
interest of the Controlled Group; or
	 
	 	(g)	 	any Security Interest created pursuant to any order of attachment, distraint, garnishee
order, arrestment, adjudication or injunction or interdict restraining disposal of assets or
similar legal process arising in connection with pre-judgment court proceedings; or
	 
	 	(h)	 	any Security Interest which arises by operation of law in the ordinary course of trading
and securing an amount not more than 45 days overdue or which is being contested in good faith on
the basis of favourable legal advice; or
	 
	 	(i)	 	any Security Interest over shares in entities which are not members of the Restricted
Group which do not secure Financial Indebtedness of the Restricted Group (or over shares and/or
other ownership interests in and/or loans to entities which are Project Finance Subsidiaries to
secure Project Finance Indebtedness); or
	 
	 	(j)	 	to the extent they constitute Security Interests (or to the extent that the relevant
transaction includes the creation of any Security Interest over the assets which are the subject
of the finance lease), finance leases in respect of existing or future assets; or




14









 






	 	(k)	 	any Security Interest comprising a right of set-off which arises by agreement between parties
providing mutual rights of set-off or operation of law or by agreement having substantially the
same effect; or
	 
	 	(l)	 	any Security Interest for taxes, assessments or charges not yet due or that are being contested
in good faith by appropriate proceedings and (unless the amount thereof is not material to the
Consolidated Group’s financial condition) for which adequate reserves are being maintained (in
accordance with generally accepted accounting principles); or
	 
	 	(m)	 	deposits or pledges to secure obligations under workers’ compensation, social security or
similar laws, or under unemployment insurance; or
	 
	 	(n)	 	any Security Interest created with the prior written consent of the Majority Lenders; or
	 
	 	(o)	 	any Security Interest over deposits of cash or cash equivalent investments securing (directly
or indirectly) Financial Indebtedness under (i) finance or structured tax lease arrangements as
described in paragraph (b) of Clause 16.8 (Priority borrowing) or (ii) Back to Back Loans; or
	 
	 	(p)	 	any Security Interest securing Project Finance Indebtedness over the assets (or the income,
cash flow or other proceeds deriving from the assets) which are the subject of that Project Finance
Indebtedness; or
	 
	 	(q)	 	any Security Interest (a “Substitute Security Interest”) which replaces any other Security
Interest permitted under (a) to (p) above inclusive and which secures an amount not exceeding the
principal amount secured by such permitted Security Interest (or, in the case of paragraph (b)
above, the amount available to be drawn, assuming all drawdown conditions will be met) at the time
it is replaced together with any interest accruing on such amounts from the date such Substitute
Security Interest is created or arises and any related fees or expenses provided that the existing
Security Interest to be replaced is released and all amounts secured thereby are paid or otherwise
discharged in full at or prior to the time of such Substitute Security Interest being created or
arising; or
	 
	 	(r)	 	any Security Interest over the shares or other interests as described in paragraph (iv) of the
last paragraph of the definition of Financial Indebtedness securing indebtedness of a kind referred
to in that paragraph; or
	 
	 	(s)	 	any Security Interest created (i) between Obligors (including by an Obligor to a member of the
Restricted Group which concurrently becomes an Obligor) or (ii) by a member of the Restricted Group
which is not an Obligor in favour of an Obligor or to another member of the Restricted Group; or
	 
	 	(t)	 	any Security Interest over Available Cash created in the ordinary course of business to secure
obligations, liabilities or performance criteria in relation to any mobile telecommunications
licence where such Security Interest is required to be in compliance with the requirements of the
relevant telecommunications regulator or an associated governmental or regulatory body; or
	 
	 	(u)	 	any Security Interest over Available Cash created to defease (directly or indirectly) Financial
Indebtedness in the form of debentures, bonds, notes, loan stock, or other similar instruments
issued by a Controlled Subsidiary where (A) such Financial




15









 






	 	 	 	Indebtedness was either in existence at the Signing Date or (B) if the Subsidiary became a
Controlled Subsidiary after the Signing Date such Financial Indebtedness existed at the time that
the Controlled Subsidiary became a part of the Controlled Group and was not created in
contemplation of that Controlled Subsidiary becoming part of the Controlled Group; or
	 
	 	(v)	 	any other Security Interest (in addition to those listed in (a) to (u) above) where the
aggregate principal amount secured by all such Security Interests does not exceed £1,500,000,000 or
its equivalent.






	 	 	“Plan”
	 
	 	 	means an “employee benefit plan” as defined in Section 3(3) of ERISA.
	 
	 	 	“Prime Rate”
	 
	 	 	means
the prime commercial lending rate for U.S. Dollars from time to time announced by the U.S.
Swingline Agent. Each change in the interest rate on a Swingline Advance which results from a
change in the Prime Rate becomes effective on the day on which the change in the Prime Rate
becomes effective.
	 
	 	 	“Principal Subsidiary”
	 
	 	 	means, from the date that each notice is given by Vodafone to the Agent
pursuant to Clause 16.2(a)(iii) or, as the case may be, 16.2(a)(iv) the four Controlled
Subsidiaries which are members of the Restricted Group whose revenues are primarily generated by
operations licensed by telecommunications authorities in Core Jurisdictions (excluding for this
purpose any Subsidiaries whose principal activity is to act as a Holding Company of other
Subsidiaries) that had the largest, if positive or smallest if negative Operating Cash Flow in
the previous financial year of Vodafone or, following the Reorganisation Date, NewTopco.
	 
	 	 	Until
the first notice is given by Vodafone to the Agent (in respect of the financial year ended 31
March 2008), the Principal Subsidiaries are Vodafone Limited, Vodafone D2 GmbH, Vodafone Omnitel
N.V. and Vodafone España S.A. being Vodafone’s principal subsidiaries operating in UK, Germany,
Italy and Spain, respectively.
	 
	 	 	For the purposes of this definition, until such new notice is given by Vodafone to the Agent
pursuant to Clause 16.2(a)(iii) or, as the case may be, 16.2(a)(iv), if any Principal Subsidiary
sells, transfers, merges into or with or otherwise disposes of the majority of its undertakings
or assets whether by a single transaction or a number of related transactions (unless such
Principal Subsidiary is the surviving entity following such merger) (the “Seller”) to any member
of the Restricted Group (the “Purchaser”), then from the date of the relevant sale, transfer,
merger or disposal the Purchaser shall be deemed to become a Principal Subsidiary and the Seller
shall no longer be deemed to be a Principal Subsidiary.
	 
	 	 	On the date of each notice given by Vodafone (or as the case may be, NewTopco) to the Agent
pursuant to Clause 16.2(a)(iii) or, as the case may be, 16.2(a)(iv), any Subsidiary which is
identified as a Principal Subsidiary in the relevant notice, which was not identified as such in
the immediately preceding notice, shall be deemed to immediately replace any Subsidiary which
was a Principal Subsidiary immediately prior to the delivery of the notice and which is not
named in such notice.




16









 






	 	 	“Project Finance Indebtedness”
	 
	 	 	means any Financial Indebtedness which finances or otherwise relates
to the acquisition, development, ownership and/or operation of an asset or combination of assets
whether directly or indirectly, where the Financial Indebtedness is incurred pursuant to facilities
available prior to the date the relevant entity becomes a member of the Controlled Group (and not
created in contemplation of the acquisition):






	 	(a)	 	which is incurred by a Project Finance Subsidiary; or
	 
	 	(b)	 	in respect of which the person or persons to whom such borrowing is or may be owed by the
relevant debtor (whether or not a member of the Controlled Group) has or have no recourse
whatsoever to any member of the Controlled Group (other than to a Project Finance Subsidiary) for
any payment or repayment in respect thereof other than:






	 	(i)	 	recourse to such debtor for amounts limited to the cash flow or net cash flow (other than
historic cash flow or historic net cash flow) from such asset or assets; and/or
	 
	 	(ii)	 	recourse to such debtor for the purpose only of enabling amounts to be claimed in respect of
such Financial Indebtedness in an enforcement of any Security Interest given by such debtor over
such asset or assets or the income, cash flow or other proceeds deriving from the asset (or given
by any shareholder or the like in the debtor over its shares and/or other ownership interest in
and/or loans to the debtor) to secure such Financial Indebtedness or any recourse referred to in
paragraph (iii) below, provided that:






	 	(A)	 	the extent of such recourse to such debtor is limited solely to the amount of any
recoveries made on any such enforcement; and
	 
	 	(B)	 	such person or persons are not entitled, by virtue of any right or claim arising out
of or in connection with such Financial Indebtedness, to commence proceedings for the winding
up or dissolution of the debtor or to appoint or procure the appointment of any receiver,
trustee or similar person or officer in respect of the debtor or any of its assets (save only
for the assets the subject of that Security Interest); and/or






	 	(iii)	 	recourse:






	 	(A)	 	to such debtor generally, or directly or indirectly to a member of the Controlled
Group, under any form of assurance, undertaking or support which recourse is limited to a
claim for damages (other than liquidated damages and damages required to be calculated in a
specific way) for breach of an obligation (not being a payment obligation or any obligation
to procure payment by another or an indemnity in respect thereof or any obligation to comply
or procure compliance by another with any financial ratios or other tests of financial
condition) by the person against whom such recourse is available; and/or




17









 






	 	(B)	 	to shares and/or other ownership interest in and/or loans to and/or the assets of such
debtor and/or any Project Finance Subsidiary owned by a member of the Controlled Group; or






	 	(c)	 	which the Majority Lenders have agreed in writing to treat as Project Finance
Indebtedness.






	 	 	“Project Finance Subsidiary”
	 
	 	 	means any member of the
Controlled Group:






	 	(a)	 	whose principal assets and business are constituted by the ownership, acquisition,
development and/or operation of any asset or combination of assets whether directly or
indirectly; and
	 
	 	(b)	 	none of whose Financial Indebtedness in respect of the financing of the ownership, acquisition,
development and/or operation of any such asset benefits from any recourse whatsoever (including,
without limitation, any obligation to subscribe for equity or provide loans) to any member of the
Controlled Group (other than such person or another Project Finance Subsidiary) in respect of any
payment or repayment in respect thereof, except as expressly referred to in paragraph (b)(iii) of
the definition of Project Finance Indebtedness; and
	 
	 	(c)	 	which has been designated as such by Vodafone by written notice to the Agent.






	 	 	“Qualifying Financial Institution”
	 
	 	 	means any bank or financial institution that as part of its
business generally receives deposits or other repayable funds and grants credits for its own
account.
	 
	 	 	“Qualifying Lender”
	 
	 	 	means a Lender which is beneficially entitled to interest payable to that
Lender in respect of an Advance and is:






	 	(a)	 	a Lender;






	 	(i)	 	which is a bank (as defined for the purpose of Section 879 of the ITA 2007) making an Advance
under this Agreement; or
	 
	 	(ii)	 	in respect of an Advance made under this Agreement by a person that
was a bank (as defined for the purpose of Section 879 of the ITA 2007) at the time that that
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 at the time payments are made; or






	 	(b)	 	a Treaty Lender.




18









 












	 	 	“Rate Fixing Day”
	 
	 	 	means:






	 	(a)	 	the Drawdown Date for an Advance denominated in Sterling; or
	 
	 	(b)	 	the second TARGET Day before the Drawdown Date for an Advance denominated in euro; or
	 
	 	(c)	 	the second Business Day before the Drawdown Date for an Advance denominated in U.S. Dollars,






		 	or
such other day as the Agent, after consultation with Vodafone and the Lenders, may designate as
market practice in the relevant interbank market for leading banks to give quotations in the
relevant currency for delivery on the relevant Drawdown Date.
	 
	 	 	“Ratio Period”
	 
	 	 	has the meaning given to it in Clause 17.2 (Calculation times
and periods).
	 
	 	 	“Recovering Finance Party”
	 
	 	 	has the meaning given to it in Clause
29.1 (Redistribution).
	 
	 	 	“Recovery”
	 
	 	 	has the meaning given to it in Clause 29.1 (Redistribution).
	 
	 	 	“Redistribution”
	 
	 	 	has the
meaning given to it in Clause 29.1(c) (Redistribution).
	 
	 	 	“Reference Banks”
	 
	 	 	means, subject to
Clause 26.8 (Reference Banks), the principal London offices of BNP Paribas, Barclays Bank PLC,
Citibank, N.A. and The Royal Bank of Scotland plc.
	 
	 	 	“Reference Bond”
	 
	 	 	has the meaning given to it in Clause 8.5(d) (Margin).
	 
	 	 	“Relevant Tax”
	 
	 	 	means any
tax imposed or levied by or in (or by any political sub-division or taxing authority of any of
the following):






	 	(a)	 	the UK;
	 
	 	(b)	 	the United States; or
	 
	 	(c)	 	any other jurisdiction in or through which any payment under the Finance Documents is made.






19











 






	 	 	“Reportable Event”
	 
	 	 	means a reportable event as defined in Section 4043 of ERISA and the
regulations issued under such section with respect to a Plan, excluding, however, such events as
to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be
notified within 30 days of the occurrence of such event, provided, however, that a failure to
meet the minimum funding standard of Section 412 of the U.S. Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the notice
requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the U.S.
Code.
	 
	 	 	“Reorganisation Date”
	 
	 	 	means the date NewTopco or any other Intermediate Holding Company acquires
any shares or assets (other than the shares in Vodafone acquired pursuant to the Hive Up) in
circumstances where the aggregate market value of the assets of Vodafone (as determined by
Vodafone (acting reasonably)) immediately following the acquisition is an amount which
represents 95 per cent. or less of the aggregate market value of the assets of NewTopco (as
determined by Vodafone (acting reasonably)) at that time.
	 
	 	 	“Request”
	 
	 	 	means a request made by a Borrower to utilise a Facility, substantially in the form of
Schedule 4 (or in such other form as may be agreed by the Agent and Vodafone).
	 
	 	 	“Requested Amount”
	 
	 	 	means the amount requested in a
Request.

 “Reserve Asset Costs”
	 
	 	 	means in relation to any Advance for any period:






	 	(a)	 	for any Lender lending from a Facility Office in the United Kingdom, the Mandatory Cost (to the
extent notified by any Lender in accordance with Clause 8.1 (Interest rate for all Advances) as
applicable to that Advance); or
	 
	 	(b)	 	for any Lender lending from a Facility Office in a Participating Member State the cost, if any,
notified by any Lender to the Agent as the cost (expressed as a percentage of that Lender’s
participation made in all Advances made from that Facility Office) to it of complying with the
minimum reserve requirements of the European Central Bank in respect of loans made from that
Facility Office.






	 	 	“Restricted Group”
	 
	 	 	means Vodafone, NewTopco (following the Reorganisation Date) and any Controlled
Subsidiary (other than a Project Finance Subsidiary) of Vodafone or, following the Reorganisation
Date, NewTopco:






	 	(a)	 	whose principal operations or assets are located in a Core Jurisdiction; and/or
	 
	 	(b)	 	whose revenues are primarily generated by operations licensed by telecommunications authorities
in Core Jurisdictions,




20









 












	 	 	but excludes any Controlled Subsidiary whose principal business is satellite telecommunications
or cable.
	 
	 	 	“Revolving Credit Advance”
	 
	 	 	means an advance (other than a Swingline Advance) made to a Borrower
by the Revolving Credit Lenders under the Revolving Credit Facility.
	 
	 	 	“Revolving Credit Commitment”
	 
	 	 	means:






	 	(a)	 	in respect of an Original Lender, the amount in U.S. Dollars set opposite the name of that
Lender in Part 1 of Schedule 1; and
	 
	 	(b)	 	in respect of an Additional Lender, the amount in U.S. Dollars set out as a Revolving Credit
Commitment in the relevant Lender Accession Agreement,
	 
	 	 in each case to the extent not transferred,
cancelled or reduced under or in accordance with this Agreement.






	 	 	“Revolving Credit Facility”
	 
	 	 	means the multicurrency revolving credit facility referred to in a
Clause 2.1(a) (Facilities).
	 
	 	 	“Revolving Credit Lender”
	 
	 	 	means, subject to Clause 26.2 (Transfers
by Lenders), a Lender listed in Part 1 of Schedule 1 in its capacity as a participant in the
Revolving Credit Facility and/or an Additional Lender.
	 
	 	 	“Rollover Advance”
	 
	 	 	means any Advance (other than a Swingline Advance) made during the Availability Period which is drawn down to
refinance in whole or in part any outstanding Advance (other than a Swingline Advance) where,
after making and applying the proceeds of that Advance, the aggregate principal amount
outstanding under the Revolving Credit Facility is not greater than the aggregate amount
outstanding under that Facility immediately prior to that Advance being made.
	 
	 	 	“S&P”
	 
	 	 	means Standard & Poor’s Rating Services.
	 
	 	 	“Security Interest”
	 
	 	 	means any mortgage, charge,
assignment by way of security, pledge, lien or other security interest securing any obligation
of any person.
	 
	 	 	“Signing Date”
	 
	 	 	means the date of this Agreement.




21









 






	 	 	“Single Employer Plan”
	 
	 	 	means a Plan which is maintained by any U.S. Obligor or any member of the
Controlled USA Group for employees of Vodafone or any member of the Controlled USA Group.
	 
	 	 	“Subsidiary”
	 
	 	 	means:






	 	(a)	 	a subsidiary within the meaning of Section 736 of the Companies Act 1985 (as amended by Section
144 of the Companies Act 1989) as in force at the Signing Date; and
	 
	 	(b)	 	unless the context otherwise requires, a subsidiary undertaking within the meaning of Section
258 of the Companies Act 1985 (as inserted by Section 21 of the Companies Act 1989) as in force at
the Signing Date.






	 	 	“Substitute Security Interest”
	 
	 	 	has the meaning given to it in the definition of Permitted
Security Interest, sub clause (q).



 “Swingline Advance”



 means an advance made to a Borrower by
the Swingline Lenders under the Swingline Facility.
	 
	 	 	“Swingline Affiliate”
	 
	 	 	means, in relation to a Lender, any Swingline Lender that is an Affiliate
of that Lender and which is notified to the Agent and the U.S. Swingline Agent by that Lender in
writing to be its Swingline Affiliate.
	 
	 	 	“Swingline Commitment”
	 
	 	 	means:






	 	(a)	 	in respect of a Swingline Lender which is an Original Lender, the amount in U.S. Dollars set
opposite its name in Part 2 of Schedule 1; and
	 
	 	(b)	 	in respect of a Swingline Lender which is an Additional Lender, the amount in US Dollars set
out as a Swingline Commitment in the relevant Lender Accession Agreement,






	 	 	in each case to the
extent not transferred, cancelled or reduced under or in accordance with this Agreement.
	 
	 	 	“Swingline Facility”
	 
	 	 	means the committed U.S. Dollar swingline facility referred to in Clause
2.1(b) (Facilities).
	 
	 	 	“Swingline Lender”
	 
	 	 	means, subject to Clause 26.2 (Transfers by Lenders), an
Original Lender listed in Part 2 of Schedule 1 or an Additional Lender in respect of which a
Swingline Commitment is specified in the relevant Lender Accession Agreement.




22









 






	 	 	“Swingline Rate”
	 
	 	 	means, on any day, the higher of:






	 	(a)	 	the Prime Rate; and
	 
	 	(b)	 	the aggregate of the Federal Funds Rate and 0.50 per cent. per annum,






		 	on that day.
	 
	 	 	“Swingline Total Commitments”
	 
	 	 	means the aggregate for the time being of the Swingline
Commitments, being U.S.$2,200,000,000 at the date of this Agreement or as may be increased
pursuant to paragraph (b) of Clause 2.7 (Additional Lenders) up to a maximum of
U.S.$10,000,000,000.
	 
	 	 	“TARGET Day”
	 
	 	 	means a day on which the Trans European Automated Real Time
Gross Settlement Express Transfer (TARGET) System is operating.
	 
	 	 	“Tax Credit”
	 
	 	 	has the meaning given to it in Clause 10.6 (Refund of Tax Credits).
	 
	 	 	“Tax on Overall Net Income”
	 
	 	 	in relation to a Finance Party, means any tax on the overall net income, profits or
gains of that Finance Party or any of its Holding Companies (or the overall net income, profits
or gains of a division or branch of that Finance Party or any of its Holding Companies).
	 
	 	 	“Tax Payment”
	 
	 	 	has the meaning given to it in Clause 10.6 (Refund of Tax
Credits).
	 
	 	 	“Taxes Act”
	 
	 	 	means the Income and Corporation Taxes Act 1988.
	 
	 	 	“Term”
	 
	 	 	means the period selected by a Borrower in a Request for which the relevant Revolving
Credit Advance or Swingline Advance is to be outstanding.
	 
	 	 	“Total Commitments”
	 
	 	 	means the aggregate for the time being of the Revolving Credit Commitments,
being, at the date of this Agreement, U.S.$4,315,000,000 or as may be increased pursuant to
paragraph (b) of Clause 2.7 (Additional Lenders) up to a maximum of U.S.$10,000,000,000
(including the Swingline Total Commitments but without double counting).




23









 






	 	 	“Total Gross Borrowings”
	 
	 	 	means at any time, the aggregate outstanding principal amount of
Financial Indebtedness of the Consolidated Group.
	 
	 	 	“Treaty Lender”
	 
	 	 	means a Lender which is (i) resident (as such term is defined in the appropriate
double taxation treaty) in a country with which the United Kingdom has an appropriate double
taxation treaty under which residents of that country are entitled to complete exemption from
United Kingdom tax on interest and is entitled to apply under the Double Taxation Relief (Taxes
on Income) (General) Regulations 1970 to have interest paid to its Facility Office without
withholding or deduction for or on account of United Kingdom taxation; and (ii) does not carry
on business in the United Kingdom through a permanent establishment with which the investments
under this Agreement in respect of which the interest is paid are effectively connected; and for
this purpose “double taxation treaty” means any convention or agreement between the government
of the United Kingdom and any other government for the avoidance of double taxation and the
prevention of fiscal evasion with respect to taxes on income and capital gains.
	 
	 	 	“UK” or “United Kingdom”
	 
	 	 	means the United Kingdom of Great Britain and Northern Ireland (but
excluding, for the avoidance of doubt, the Channel Islands).
	 
	 	 	“United States”
	 
	 	 	means the United States of America.
	 
	 	 	“U.S. Code”
	 
	 	 	means the United States Internal Revenue Code of 1986 (as amended).
	 
	 	 	“U.S. Obligor”
	 
	 	 	means any Obligor which is incorporated in the United States or any State thereof (including the District of Columbia).
	 
	 	 	“U.S. Tax Obligor”
	 
	 	 	means any Obligor which makes a payment of interest, the receipt of which
would be considered to be U.S. source income under Section 861 of the U.S. Code.
	 
	 	 	“2009 Facility”
	 
	 	 	means the US$5,525,000,000 multi currency revolving five year facility dated 24
June 2004 with a capacity of $6,125,000,000 as at 1 June 2008 and as amended and restated on 24
June 2005 and made between, amongst others, Vodafone Group Plc, the Arrangers and Lenders
identified therein and The Royal Bank of Scotland plc as Agent and U.S. Swingline Agent and due
June 2009.




24









 






	 	 	“2012 Facility”
	 
	 	 	means the US$4,675,000,000 multi currency revolving seven year facility dated
24 June 2005 with a capacity of $5,200,000,000 as at 1 June 2008, as may be increased in
accordance with its terms and conditions from time to time, and as may be amended and
restated from time to time and made between, amongst others, Vodafone Group Plc, the
Arrangers and Lenders identified therein and The Royal Bank of Scotland plc as Agent and U.S.
Swingline Agent and due June 2012.






	1.2	 	Construction
	 
	(a)	 	In this Agreement, unless the contrary intention appears, a reference to:






	 	(i)	 	“agreed form” means, in relation to any document, such document in a form previously
agreed in writing by or on behalf of the Agent and Vodafone;
	 
	 	 	 	“assets” of any person includes all or any part of that person’s business, operations, undertaking, property, assets,
revenues (including any right to receive revenues) and uncalled capital;
	 
	 	 	 	an “authorisation” includes an authorisation, consent, approval, resolution, licence, exemption, filing,
registration and notarisation;
	 
	 	 	 	“Barclays Capital” means Barclays Capital, the investment banking division of Barclays Bank PLC;
	 
	 	 	 	a “finance lease” has the meaning given to it in IAS 17 as in effect at 1 April 2005;
	 
	 	 	 	“indebtedness” is a reference to any obligation for the payment or repayment of money, whether as principal or surety and whether present or future,
actual or contingent;
	 
	 	 	 	a “month” is a reference to a period starting on one day in a calendar
month and ending on the numerically corresponding day in the next calendar month, except
that, if there is no numerically corresponding day in the month in which that period ends,
that period shall end on the last Business Day in that month;
	 
	 	 	 	a “regulation” includes any regulation, rule, official directive, request or guideline (in each case, whether or not
having the force of law, but if not having the force of law, is generally complied with by
the persons to whom it is addressed) of any governmental or supranational body, agency,
department or regulatory, self-regulatory authority or organisation; and
	 
	 	 	 	a reference to the currency of a country is to the lawful currency of that country for the time being, “£” and
“Sterling” is a reference to the lawful currency of the United Kingdom for the time being,
“U.S.$” and “U.S. Dollars” is a reference to the lawful currency of the United States for the
time being and “euro” and “€” is a reference to the lawful currency of those member states of
the European Communities that adopt or have adopted the euro under the legislation of the
European Community for Economic and Monetary Union;
	 
	 	(ii)	 	a provision of a law is a reference to that provision as amended or re-enacted;
	 
	 	(iii)	 	a Clause or a Schedule is a reference to a clause of or a schedule to this Agreement;




25









 






	 	(iv)	 	a person includes its successors, transferees and assigns;
	 
	 	(v)	 	a Finance Document or another document is a reference to that Finance Document or that
other document as novated or, with the approval of Vodafone, amended or supplemented; and
	 
	 	(vi)	 	a time of day is a reference to London time.






	(b)	 	Unless the contrary intention 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.
	 
	(c)	 	The index to and the headings in this Agreement are for convenience only and are to be ignored
in construing this Agreement.






	(d)	(i)	 	 Unless expressly provided to the contrary in a Finance Document, a person who is not a party to
a Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties)
Act 1999;






	 	(ii)	 	Notwithstanding any term of any Finance Document, the consent of any third party is
not required for any variation (including any release or compromise of any liability under) or
termination of that Finance Document.






	2.	 	THE FACILITIES
	 
	2.1	 	Facilities
	 
	 	 	Subject to the terms of this Agreement, the Lenders grant to the Borrowers:






	 	(a)	 	a committed multicurrency revolving 3 year facility, under which the Lenders will, when
requested by a Borrower, make cash advances in U.S. Dollars or Optional Currencies to that
Borrower on a revolving basis during the Availability Period already defined; and
	 
	 	(b)	 	a committed U.S. Dollar swingline advance facility (which is a sub-division of the
Revolving Credit Facility) under which the Swingline Lenders will, when requested by a
Borrower, make to that Borrower Swingline Advances during the Availability Period.






	2.2	 	Overall facility limits
	 
	(a)	 	The Swingline Facility is not independent of the Revolving Credit Facility. The aggregate
Original Dollar Amount of all outstanding Advances (including Swingline Advances) under:






	 	(i)	 	the Revolving Credit Facility, shall not at any time exceed the Total Commitments at that time;
and
	 
	 	(ii)	 	the Swingline Facility, shall not at any time exceed the Swingline Total Commitments at
that time.






	(b)	 	The aggregate Original Dollar Amount of:






	 	(i)	 	the participations of a Lender in Revolving Credit Advances plus that Lender’s and, if
applicable, that Lender’s Swingline Affiliate’s (if any), participations in outstanding




26









 






	 	 	 	Swingline Advances shall not at any time exceed that Lender’s Revolving Credit
Commitment at that time; and
	 
	 	(ii)	 	the participations of a Swingline Lender in Swingline
Advances shall not at any time exceed that Swingline Lender’s Swingline Commitment at that
time.






	(c)	 	If, in respect of any Revolving Credit Advance, the operation of Clause 5.4 (Amount of each
Lender’s participation in an Advance) would otherwise have caused a Lender (the “Affected Lender”)
to breach sub-paragraph (b)(i) above then:






	 	(i)	 	each Affected Lender will participate in the relevant Revolving Credit Advance only to the
extent that the Original Dollar Amount of its participation in that Revolving Credit Advance (when
aggregated with the Original Dollar Amount of its and, if applicable, that Lender’s Swingline
Affiliate’s (if any), participations in other outstanding Revolving Credit Advances and Swingline
Advances) will not exceed its Revolving Credit Commitment; and
	 
	 	(ii)	 	each other non-Affected
Lender’s participation in that Revolving Credit Advance will be recalculated in accordance with
Clause 5.4 (Amount of each Lender’s participation in an Advance), but, for the purpose of the
recalculation, the Affected Lenders’ Revolving Credit Commitments will be deducted from the Total
Commitments and the amount of the Affected Lenders’ participations in that Revolving Credit Advance
(if any) will be deducted from the requested amount of the Revolving Credit Advance.






	2.3	 	Number of Requests and Advances
	 
	(a)	 	Unless the Agent agrees otherwise, no more than one Request (other than Requests for Swingline
Advances only) may be delivered on any one day but that Request may specify any number and type of
Advances from the Revolving Credit Facility or the Swingline Facility or either of them.
	 
	(b)	 	Unless the Agent agrees otherwise, no more than 10 Advances (not including Swingline Advances)
may be outstanding at any one time.
	 
	2.4	 	Nature of rights and obligations
	 
	(a)	 	The obligations of a Finance Party and each Obligor under the Finance Documents are several.
Failure of a Finance Party or an Obligor to carry out those obligations does not relieve any other
Party of its obligations under the Finance Documents. No Finance Party or
Obligor is responsible for the obligations of any other Finance Party or Obligor under the
Finance Documents save and to the extent that the relevant obligations are guaranteed by
another Obligor.
	 
	(b)	 	The rights of a Finance Party under the Finance Documents are divided rights. A Finance Party
may, except as otherwise stated in the Finance Documents, separately enforce those rights.
	 
	2.5	 	Vodafone as Obligors’ agent






Each Obligor:




	 	(a)	 	irrevocably authorises and instructs Vodafone to give and receive as agent on its behalf
all notices (including Requests) and sign all documents in connection with the




27









 






	 	 	 	Finance Documents on its behalf (including but not limited to amendments and
variations and execution of any new Finance Documents) and take such other action as
may be necessary or desirable under or in connection with the Finance Documents; and
	 
	 	(b)	 	confirms that it will be bound by any action taken by Vodafone under or in connection
with the Finance Documents.






	2.6	 	Actions of Vodafone as Obligors’ agent
	 
	 	 	The respective liabilities of each of the Obligors under the Finance Documents shall not be
in any way affected by:






	 	(a)	 	any irregularity (or purported irregularity) in any act done by or any failure (or
purported failure) by Vodafone; or
	 
	 	(b)	 	Vodafone acting (or purporting to act) in any respect outside any authority conferred
upon it by any Obligor; or
	 
	 	(c)	 	the failure (or purported failure) by or inability (or purported inability) of Vodafone
to inform any Obligor of receipt by it of any notification under this Agreement.






	2.7	 	Additional Lenders
	 
	(a)	 	Any financial institution or other entity may, subject to the terms of this Agreement, become
an Additional Lender. The relevant financial institution or other entity will become an Additional
Lender on the date specified in a Lender Accession Agreement which has been delivered to the Agent
duly completed and executed by that financial institution or other entity and countersigned by
Vodafone on behalf of itself and each other Obligor.
	 
	(b)	 	Upon the relevant financial institution or other entity becoming an Additional Lender, the
Total Commitments shall be increased (subject to the Total Commitments being a maximum of
U.S.$10,000,000,000 and the Combined Commitments being a maximum of U.S.$20,000,000,000) by the
amount set out in the relevant Lender Accession Agreement as that Additional Lender’s Revolving
Credit Commitment. If such Additional Lender so provides in the relevant Lender Accession
Agreement, the Swingline Total Commitments shall be increased (subject to the Combined Swingline
Commitments being a maximum of U.S.$10,000,000,000) by the amount set out in the relevant Lender
Accession Agreement as that Additional Lender’s Swingline Commitment.
	 
	(c)	 	Each Additional Lender will participate only in Advances with a Drawdown Date following the
date on which it became an Additional Lender and only then if:






	 	(i)	 	it has become an Additional Lender in time to receive sufficient notice of the relevant Advance
from the Agent pursuant to Clause 5.5 (Notification of the Lenders); and
	 
	 	(ii)	 	immediately before such an Advance is to be made either (A) no Advances are or will be
outstanding or (B) all outstanding Advances at that time are or will be immediately repaid or
prepaid in full in accordance with the terms of this Agreement.






	(d)	 	On and from the Drawdown Date on which the Additional Lender makes an Advance under paragraph
(c) above, the Additional Lender shall participate in each new Revolving Credit Advance or, as the
case may be, Swingline Advance in accordance with Clause 5.4 (Amount of each Lender’s participation
in an Advance).




28









 






	(e)	 	The execution by Vodafone of a Lender Accession Agreement constitutes confirmation by each
Guarantor that its obligations under Clause 14 (Guarantee) shall continue unaffected except that
those obligations shall extend to the Total Commitments as increased by the addition of the
relevant Additional Lender’s Revolving Credit Commitment (including such Additional Lender’s
Swingline Commitment but without double counting) and shall be owed to each Finance Party including
the relevant Additional Lender.






	3.	 	PURPOSE
	 
	3.1	 	Purpose
	 
	 	 	Each Advance will be applied in or towards providing support for the Group’s continuing
commercial paper programmes and for general corporate purposes of the Group including, but
not limited to, Acquisitions (provided that a Swingline Advance may not be applied in or
towards refinancing another Swingline Advance).
	 
	3.2	 	No monitoring
	 
	 	 	Without affecting the obligations of any Borrower in any way, no Finance Party is bound to
monitor or verify the application of the proceeds of any Advance.
	 
	4.	 	CONDITIONS PRECEDENT
	 
	4.1	 	Initial conditions precedent
	 
	 	 	The obligations of each Finance Party to any Borrower under this Agreement are subject to the
conditions precedent that:






	 	(a)	 	the Agent has notified Vodafone and the Lenders that it has received all of the documents
set out in Part 1 of Schedule 2 in the agreed form or such other form and substance
satisfactory to the Agent. The
Agent will give such notice of receipt within two Business Days after receiving the relevant
documents and finding them in form and substance satisfactory to it; and
	 
	 	(b)	 	the Agent confirms on or prior to the Signing Date (i) the 2009 Facility has been
cancelled and (ii) all amounts outstanding under such 2009 Facility have been repaid.






	4.2	 	Conditions to all drawdowns and rollovers
	 
	 	 	The obligations of each Lender to participate in any Advance (other than a Rollover Advance)
are subject to the further conditions precedent that on the date of the Request for the
Advance (if applicable) and on the date on which the relevant amount is to be drawn down:






	 	(a)	 	the representations and warranties in Clause 15 (Representations and Warranties) are
correct and will be correct immediately after the relevant Advance or amount is drawn down in
each case in all material respects; and
	 
	 	(b)	 	no Default has occurred and is continuing or would result from drawdown of the relevant
Advance or amount provided that for the period of 12 months commencing on the Signing Date,
in relation to a drawdown of any Advance, an event (other than any event specified in Clauses
16.4 (Notification of Default), 16.9 (Disposals) or 16.10 (Restriction on Acquisitions))
which, with the expiry of any grace period or giving of any notice specified in Clause
18.3(b) (Breach of other obligations) would constitute an Event of Default under Clause
18.3(b) (Breach of other obligations),




29









 












shall not, for the purposes of this Clause 4.2(b) constitute a Default and further
provided that, in the event of a Default which is not an Event of Default under Clause
18.2(b)(ii), the Lenders will not be obliged to participate in any Advance (other than
a Rollover Advance) unless the Agent has received notice from Vodafone of the
occurrence of a Disruption Event relating to that Default.




	5.	 	ADVANCES
	 
	5.1	 	Receipt of Requests
	 
	(a)	 	A Borrower may borrow Advances under the Revolving Credit Facility (other than Swingline
Advances) if the Agent receives, not later than 5.00 p.m. on the third Business Day before the
proposed Drawdown Date, or, in the case of an Advance in Sterling, not later than 5.00 p.m. on the
Business Day before the proposed Drawdown Date, a duly completed Request, copied, to the U.S.
Swingline Agent.
	 
	(b)	 	A Borrower may borrow Swingline Advances if the U.S. Swingline Agent receives, not later than
noon (New York City time) on the proposed Drawdown Date, a duly completed Request, copied to the
Agent.
	 
	5.2	 	Completion of Requests for Revolving Credit Advances
	 
	 	 	A Request for a Revolving Credit Advance will not be regarded as having been duly completed
unless:






	 	(a)	 	the Drawdown Date is a Business Day falling during the Availability Period;
	 
	 	(b)	 	only one currency is specified for each separate Advance and the Requested Amount for
each separate Advance is in a minimum amount:






	 	(i)	 	if in euro, of €25,000,000;
	 
	 	(ii)	 	if in Sterling, of £20,000,000; or
	 
	 	(iii)	 	if in U.S. Dollars, of U.S.$25,000,000,





or, in any such case:



	 
	 	(A)	 	if less, is in an amount equal to the unutilised portion of the Total Commitments;
or
	 
	 	(B)	 	such other amount as Vodafone and the Agent may agree;






	 	(c)	 	only one Term for each separate Advance is specified which:






	 	(i)	 	does not overrun the Final Maturity Date; and
	 
	 	(ii)	 	is a period of 7 days, one month, two, three (or such comparable period as the
Borrower may adopt to reflect international futures exchange settlement dates) or six months
(or such other period as may be agreed by Vodafone and (if not more than six months) the
Agent or (if more than six months) all of the Lenders); and






	 	(d)	 	the payment instructions comply with Clause 9.1 (Place of payment).




30









 












	5.3	 	Completion of Requests for Swingline Advances
	 
	 	 	A Request for a Swingline Advance will not be regarded as having been duly completed unless:






	 	(a)	 	the Drawdown Date is a New York Business Day falling during the Availability Period;
	 
	 	(b)	 	it is specified that the Swingline Advance is to be made in U.S. Dollars under the
Swingline Facility;
	 
	 	(c)	 	the Requested Amount is a minimum of U.S.$20,000,000 or such other amount as the U.S.
Swingline Agent and Vodafone may agree;
	 
	 	(d)	 	only one Term is specified, which:






	 	(i)	 	does not overrun the Final Maturity Date; and
	 
	 	(ii)	 	is a period not exceeding five Business Days; and






	 	(e)	 	the payment instructions comply with Clause 9.1 (Place of payment).






	5.4	 	Amount of each Lender’s participation in an Advance
	 
	 	 	The amount of a Lender’s participation in an Advance will be the proportion of the Requested
Amount which:






	 	(a)	 	in the case of a Revolving Credit Advance, its Revolving Credit Commitment bears to the
Total Commitments; and
	 
	 	(b)	 	in the case of a Swingline Advance, its Swingline Commitment bears to the Swingline Total
Commitments,






in each case on the date of receipt of the relevant Request, adjusted in the case of paragraph (a) (if necessary) to reflect the operation of Clause 2.2(c) (Overall
facility limits).



	5.5	 	Notification of the Lenders
	 
	 	 	The Agent (or, in the case of Swingline Advances, the U.S. Swingline Agent) shall promptly
notify each Lender (or, as the case may be, Swingline Lender) of the details of the requested
Advance and the amount of its participation in such Advance.
	 
	5.6	 	Payment of proceeds
	 
	 	 	Subject to the terms of this Agreement, each Lender (or, as the case may be, Swingline
Lender) shall make its participation in an Advance available to the Agent (or, in the case of
a participation in a Swingline Advance, the U.S. Swingline Agent) for the Borrower concerned
for value on the relevant Drawdown Date.
	 
	6.	 	REPAYMENT
	 
	6.1	 	Repayment of Revolving Credit Advances
	 
	(a)	 	Each Borrower shall repay each Revolving Credit Advance made to it in full on its Maturity Date
to the Agent for the Lenders, but since the Revolving Credit Facility is available on a




31









 






	 	 	revolving basis during the Availability Period amounts repaid may be reborrowed subject to
the terms of this Agreement.
	 
	(b)	 	No Revolving Credit Advance may be outstanding after the Final Maturity Date.
	 
	6.2	 	Repayment of Swingline Advances
	 
	(a)	 	Each Borrower shall repay each Swingline Advance made to it in full on its Maturity Date to the
U.S. Swingline Agent for the Swingline Lenders. No Swingline Advance may be outstanding after the
Final Maturity Date.
	 
	(b)	 	Each Swingline Advance shall be repaid on its Maturity Date in accordance with paragraph (a)
above. In the event and to the extent that a Swingline Advance is not so repaid, each Lender will,
within four Business Days of a demand to that effect from the U.S. Swingline Agent, pay to the U.S.
Swingline Agent on behalf of the Swingline Lenders (which shall be deemed to be a drawing of that
Lender’s Commitment) an amount equal to its Agreed Percentage (without set-off, counterclaim,
withholding or other deduction) of the principal amount outstanding of such Swingline Advance and
accrued interest (including default interest) thereon to the date of actual payment by such Lender
(provided that no Lender shall be obliged to exceed its Commitment as a result of any such
payment). The relevant
Borrower shall forthwith reimburse the Lenders (through the Agent) in full for each payment
made by the Lenders under this paragraph (b). Each amount the relevant Borrower is required
to reimburse to the Lenders under this paragraph (b) shall be deemed to be an Overdue Amount
which fell due for payment by the relevant Borrower on the day on which the payment by the
Lenders giving rise to the reimbursement obligation was made and shall accrue default
interest under Clause 8.3 (Default interest) accordingly. The obligations of each Lender
under this paragraph (b) are unconditional and shall not be affected by the occurrence or
continuance of a Default.
	 
	7.	 	PREPAYMENT AND CANCELLATION
	 
	7.1	 	Automatic cancellation of Total Commitments
	 
	(a)	 	The Revolving Credit Commitments of each Lender shall be automatically cancelled at the close
of business in London on the Final Maturity Date.
	 
	(b)	 	The Swingline Commitment of each Swingline Lender shall be automatically cancelled at the close
of business in New York on the Final Maturity Date.
	 
	7.2	 	Voluntary cancellation
	 
	(a)	 	Vodafone may by giving not less than one Business Day’s prior written notice to the Agent,
cancel the unutilised portion of the Total Commitments in whole or in part (but, if in part, in an
aggregate minimum amount of U.S.$100,000,000) in such proportions as Vodafone may designate in the
notice of cancellation. Any cancellation in part shall be applied against the
Revolving Credit Commitment of each Lender pro rata.
	 
	(b)	 	Whenever part of the Total Commitments is cancelled, the Swingline Commitments will not be
cancelled unless (i) the amount of the Swingline Total Commitments would exceed the Total
Commitments after such cancellation or (ii) the Swingline Commitment of any Swingline Lender would
exceed its Commitment after such cancellation. In any such case, the Swingline Total Commitments
shall, at the same time as the cancellation of the Total Commitments takes effect, be cancelled by
such amount as is necessary to ensure that after the relevant cancellation of the Total Commitments
the Swingline Total Commitments do not




32









 






	 	 	exceed the Total Commitments and the Swingline Commitment of each Swingline Lender does not
exceed its Commitment.
	 
	7.3	 	Voluntary prepayment
	 
	(a)	 	Any Borrower may by giving not less than five Business Days’ prior written notice to the Agent,
prepay the whole or any part of the Revolving Credit Advances (but, if in part, in an aggregate
minimum Original Dollar Amount, taking all prepayments made by all the Borrowers on the same day
together, of U.S.$100,000,000).
	 
	(b)	 	Any voluntary prepayment in part made under paragraph (a) above will be applied against all the
Revolving Advances pro rata (or against such Revolving Credit Advances as Vodafone (or the relevant
Borrower) may designate in the notice of prepayment).
	 
	7.4	 	Change of Control
	 
	 	 	If control of Vodafone (other than as a result of a Hive Up) or, following a Hive Up,
NewTopco, passes to any person acting either individually or in concert (a “Change of
Control”):






	 	(a)	 	Vodafone shall, promptly upon becoming aware thereof, notify the Agent who shall inform
the Lenders;
	 
	 	(b)	 	any Lender may, if it determines that as a result of the Change of Control:






	 	(i)	 	the level of its exposure to Vodafone, NewTopco and/or the entity which acquires
control of Vodafone or NewTopco, as the case may be is unacceptably high in each case in the
sole opinion of the Lender; or
	 
	 	(ii)	 	it no longer wishes (in its sole discretion and acting in
good faith) to continue lending to Vodafone or NewTopco, as the case may be (whether for
relationship, internal policy or any other reason);






	 	 	 	propose to Vodafone (through the Agent)
the revised terms (if any) which it requires in order to continue to participate in the
Facilities; and
	 
	 	(c)	 	if those revised terms have not been agreed with that Lender (or that Lender is not
prepared, for one or more of the reasons set out in paragraph (b)(i) or (ii) above, to
continue on any terms) within 30 days of the date of notification in paragraph (a) above (or
such longer period as that Lender may agree in writing) then on expiry of 30 days from the
date of notification in paragraph (a) above that Lender may by notice to the Agent (which
shall promptly inform Vodafone) cancel the whole (but not part only) of such Lender’s
Commitments and following service of such notice:






	 	(i)	 	such Lender’s Commitments shall be cancelled on the date of service of the notice or
as specified in it; and
	 
	 	(ii)	 	all such Lender’s outstanding Advances shall be repaid or prepaid on the last day
of the then current Term applicable thereto, and no amount may be outstanding to such
Lender thereafter.






	 	 	For the purposes of this Clause 7.4, “control” has the meaning given to it in relation to a
body corporate by Section 840 of the Taxes Act.




33









 












	7.5	 	Right of prepayment and cancellation
	 
	 	 	If:






	 	(a)	 	any Borrower is required to pay or is notified by any Lender in writing that it will be
required to pay any amount to a Lender under Clause 10 (Taxes) or Clause 12 (Increased
Costs); or
	 
	 	(b)	 	if circumstances exist such that a Borrower will be required to pay any amount to a
Lender under Clause 10 (Taxes); or
	 
	 	(c)	 	any Lender notifies the Agent pursuant to Clause 8.1(c) (Interest rate for all Advances)
that they incur Reserve Asset Costs of the type referred to under paragraph (b) of the
definition thereof,






Vodafone may, whilst (in the case of paragraphs (a) and (b) above) the circumstances giving
rise or which will give rise to the requirement continue or, (in the case of paragraph (c)
above) such Reserve Asset Costs are greater than zero, serve a notice of prepayment and
cancellation on that Lender through the Agent. On the date falling five Business Days after
the date of service of the notice:




	 	(i)	 	each Borrower will prepay the participations of that Lender in all outstanding Advances
made to that Borrower; and
	 
	 	(ii)	 	the Lender’s Commitments shall be permanently cancelled on
the date of service of the notice.






	7.6	 	Miscellaneous provisions
	 
	(a)	 	Any notice of prepayment and/or cancellation under this Agreement is irrevocable. The Agent
shall notify the Lenders promptly of receipt of any such notice.
	 
	(b)	 	All prepayments under this Agreement shall be made together with accrued interest on the amount
prepaid and any other amounts due under this Agreement in respect of that prepayment (including,
but not limited to, any amounts payable under Clause 23.2(c) (Other indemnities) if not made on the
Maturity Date of the relevant Revolving Credit Advance or Swingline Advance).
	 
	(c)	 	No prepayment or cancellation is permitted except in accordance with the express terms of this
Agreement.
	 
	(d)	 	Subject to the provisions of this Agreement, any amount prepaid in respect of the Revolving
Credit Facility during the Availability Period may be reborrowed. No amount of the Total
Commitments, (including the Swingline Total Commitments) cancelled under this Agreement may
subsequently be reinstated.
	 
	8.	 	INTEREST
	 
	8.1	 	Interest rate for all Advances
	 
	(a)	 	The rate of interest on each Advance (other than any Swingline Advance) for its Term, is the
rate per annum determined by the Agent to be the aggregate of:






	 	(i)	 	the applicable Margin;




34









 






	 	(ii)	 	LIBOR or, in the case of an Advance denominated in euro, EURIBOR; and
	 
	 	(iii)	 	Reserve Asset Costs (if any).






	(b)	 	The rate of interest on each Swingline Advance for each day during its Term is the rate per
annum determined by the U.S. Swingline Agent to be the Swingline Rate for that day plus any
applicable Reserve Asset Costs.
	 
	(c)	 	In this Agreement:






	 	(i)	 	Reserve Asset Costs for an Advance for any Term will be calculated only on that portion
of that Advance owed to Lenders who have notified the Agent that they incur the relevant
Reserve Asset Costs in relation to Advances (and, in the case of Mandatory Costs, supplied
the information required under paragraph 6 and 7 of Schedule 3);
	 
	 	(ii)	 	a Lender will only be entitled to Reserve Asset Costs if it has given a notification to
the Agent as contemplated in sub paragraph (i) above; and
	 
	 	(iii)	 	any amounts payable pursuant
to paragraph (b) of the definition of Reserve Asset Costs shall be expressed as a percentage
rate per annum for the relevant Term.






	8.2	 	Due dates
	 
	 	 	Except as otherwise provided in this Agreement, accrued interest on each Advance is payable
by the relevant Borrower on its Maturity Date and also, in the case of any Advance with a
Term longer than six months, at six monthly intervals after its Drawdown Date for so long as
the Term is outstanding.
	 
	8.3	 	Default interest
	 
	(a)	 	If a Borrower fails to pay any amount payable by it under this Agreement when due (an “Overdue
Amount”), it shall forthwith on demand by the Agent or, as the case may be, the U.S. Swingline
Agent, pay interest on the Overdue Amount from the due date up to the date of actual payment, both
before and after judgment, at a rate (the “Default Rate”) determined by the Agent or, as the case
may be, the U.S. Swingline Agent to be one per cent. per annum (the “Default Margin”) above the
higher of:






	 	(i)	 	the rate on the Overdue Amount under Clause 8.1 (Interest rate for all Advances) immediately
before the due date (in the case of principal); and
	 
	 	(ii)	 	the rate which would have been payable under Clause 8.1 (Interest rate for all Advances) if
the Overdue Amount had, during the period of non-payment, constituted a Revolving Credit Advance in
the currency of the Overdue Amount for such successive Terms of such duration as the Agent may
determine (each a “Designated Term”),






	 	 	except that during any grace period specified in Clause 18.2
(Non-payment) the Default Margin portion of the Default Rate will only apply to overdue payments of
principal.
	 
	(b)	 	The Default Rate will be determined on each Business Day or the first day of, or two Business
Days before the first day of, the relevant Designated Term, as appropriate.




35









 






	(c)	 	If the Agent or, as the case may be, the U.S. Swingline Agent, determines that deposits in the
currency of the Overdue Amount are not at the relevant time being made available by the Reference
Banks to leading banks in the relevant interbank market, the Default Rate will be determined by
reference to the cost of funds to the Agent or, as the case may be, the U.S. Swingline Agent, from
whatever sources it selects, acting reasonably at all times, after consultation with the Reference
Banks.
	 
	(d)	 	Default interest will be compounded at the end of each Designated Term.
	 
	(e)	 	The Agent shall notify Vodafone of the duration of each Designated Term.
	 
	8.4	 	Notification of rates of interest
	 
	 	 	The Agent or, as the case may be, the U.S. Swingline Agent will promptly notify each relevant
Party of the determination of a rate of interest under this Agreement.
	 
	8.5	 	Margin
	 
	(a)	 	The Margin applicable to each Advance (other than any Swingline Advance) will be the lowest
percentage rate specified in Column 2 below which corresponds to the criteria in relation to the
Long Term Credit Rating Assigned to Vodafone in Column 1 below by Moody’s, Fitch and/or S&P (as the
case may be) (each a “Credit Rating Agency”) at the relevant time plus 0.10 per cent per annum for
the part of any Advance(s) which causes total outstandings after such Advance(s) to exceed 50% of
the Total Commitments.





	 	 	 	 	 
	Column
1
	 	Column 2
	Moody’s/Fitch/S&P
ratings
	 	Margin (per cent. per annum)
	Any two are equal to or higher than: Aa3/AA-
/AA-

	 	 	0.30	 
	Any two are equal to or higher than:
A1/A+/A+

	 	 	0.35	 
	Any two are equal to or higher than: A2/A/A

	 	 	0.40	 
	Otherwise

	 	 	0.45	 
	All Quoting Credit Rating Agencies
are lower than: A3/A-/A-

	 	 	0.50	 







For the purposes of Clause 8.5(a) “All Quoting Credit Rating Agencies” means at any time each
Credit Rating Agency which has a Long Term Credit Rating Assigned to Vodafone at the relevant time




	(b)	 	For the purposes of paragraph (a) above:






	 	(i)	 	the Margin applicable to an Advance throughout the whole of its Term will be determined
according to the Long Term Credit Rating Assigned to Vodafone as at the Drawdown Date of the
Advance; and
	 
	 	(ii)	 	if on the Drawdown Date of any Advance only one Credit Rating Agency assigns a
long term credit rating to Vodafone, the Margin applicable to that Advance will be




36









 






	 	 	 	determined in accordance with paragraph (i) by reference to such Long Term Credit
Rating Assigned to Vodafone, or in the event that there is no Long Term Credit Rating
Assigned to Vodafone the Margin applicable to that Advance will be 0.50 per cent. per
annum.






	 	 	In the case of Clause 8.5(b)(ii) above, where the ratings category will be determined by one
Credit Rating Agency only, the words “Any two are” and “All Quoting Credit Rating Agencies”
in Column 1 of the table above shall be construed as a reference to the rating determined
pursuant to Clause 8.5(b)(ii).
	 
	(c)	 	Promptly upon becoming aware of the same, Vodafone shall inform the Agent in writing if any
change in the Long Term Credit Rating Assigned to Vodafone occurs or the circumstances contemplated
by paragraph 8.5(b)(ii) above arise.
	 
	(d)	 	For the purpose of this Clause 8.5 the “Long Term Credit Rating Assigned to Vodafone” means, at
any time, the solicited long term credit rating assigned at that time to Vodafone by the relevant
Credit Rating Agency (but, for the avoidance of doubt, disregarding any outlook or review action,
including placing Vodafone on creditwatch or any similar or analogous step, taken by such Credit
Rating Agency) where the rating is based primarily on the unsecured credit risk (not credit
enhanced or collateralised) of Vodafone in a manner comparable to the credit structure of
Vodafone’s U.S.$1,000,000,000 bond issue due December 2013 (the “Reference Bond”), or if the
Reference Bond ceases to be outstanding, such other outstanding series of listed bonds issued or
guaranteed by Vodafone with a maturity date following and closest to December 2013. References in
this paragraph (d) to Vodafone shall, following the Reorganisation Date, be references to NewTopco,
provided that a long term credit rating has been assigned to NewTopco.
	 
	8.6	 	Non-Business Days
	 
	 	 	If a Term would otherwise end on a day which is not a Business Day, that Term shall instead
end on the next Business Day in that calendar month (if there is one) or the preceding
Business Day (if there is not).
	 
	9.	 	PAYMENTS
	 
	9.1	 	Place of payment
	 
	 	 	All payments by an Obligor or a Lender under this Agreement shall be made to the Agent or (if
the payment relates to the Swingline Facility) the U.S. Swingline Agent to its account at
such office or bank in the principal financial centre of the country of the currency
concerned (or, in the case of euro, in the principal financial centre of a Participating
Member State or London) as it may notify to that Obligor or Lender for this purpose.
	 
	9.2	 	Funds
	 
	 	 	Payments under this Agreement to the Agent or, as the case may be, the U.S. Swingline Agent
shall be made for value on the due date at such times and in such funds as the Agent or, as
the case may be, the U.S. Swingline Agent may specify to the Party concerned as being
customary at the time for the settlement of transactions in the relevant currency in the
place for payment.




37









 






	9.3	 	Distribution
	 
	(a)	 	Each payment received by the Agent or, as the case may be, the U.S. Swingline Agent under this
Agreement for another Party shall, subject to paragraphs (b) and (c) below, be made available by
the Agent or, as the case may be, the U.S. Swingline Agent to that Party by payment (on the date of
value of receipt and in the currency and funds of receipt) to its account with such bank in the
principal financial centre of the country of the relevant currency (or, in the case of euro, in the
principal financial centre of a Participating Member State or London) as it may notify to the Agent
or, as the case may be, the U.S. Swingline Agent for this purpose by not less than five Business
Days’ prior notice.
	 
	(b)	 	The Agent or, as the case may be, the U.S. Swingline Agent may apply any amount received by it
for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any
amount due from an Obligor under this Agreement in the same currency on such date or in or towards
the purchase of any amount of any currency to be so applied.
	 
	(c)	 	Where a sum is to be paid under this Agreement to the Agent or, as the case may be, the U.S.
Swingline Agent for the account of another Party, the Agent or, as
the case may be, the U.S. Swingline Agent is not obliged to pay that sum to that Party until it has established that it
has actually received that sum. The Agent or, as the case may be, the U.S. Swingline Agent
may, however, assume that the sum has been paid to it in accordance with this Agreement and,
in reliance on that assumption, make available to that Party a corresponding amount. If the
sum has not been made available but the Agent or, as the case may be, the U.S. Swingline
Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand
refund the corresponding amount to the Agent or, as the case may be, the U.S. Swingline Agent
together with interest on that amount from the date of payment to the date of receipt,
calculated at a rate reasonably determined by the Agent or, as the case may be, the U.S.
Swingline Agent to reflect its cost of funds.
	 
	9.4	 	Currency






	(a)	(i)	 	A repayment or prepayment of an Advance is payable in the currency in which the Advance is
denominated.






	 	(ii)	 	Interest is payable in the currency in which the relevant amount in respect of which it
is payable is denominated.
	 
	 	(iii)	 	Amounts payable in respect of costs, expenses, taxes and the like are payable in the
currency in which they are incurred.
	 
	 	(iv)	 	Any other amount payable under this Agreement is, except as otherwise provided in this
Agreement, payable in U.S. Dollars.






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






	 	(i)	 	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 (acting reasonably and after consultation
with Vodafone); and




38









 






	 	(ii)	 	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 the currency unit into
the other, rounded up or down by the Agent (acting reasonably); and
	 
	 	(iii)	 	if a change in any currency of a country occurs this Agreement will be amended to the extent the Agent and
Vodafone agree (such agreement not to be unreasonably withheld) to be necessary to reflect
the change in currency and to put the Lenders and the Obligors in the same position, as far
as possible, that they would have been in if no change in currency had occurred.






	9.5	 	Set-off and counterclaim
	 
	 	 	All payments made by an Obligor under this Agreement shall be made without set-off or counterclaim.
	 
	9.6	 	Non-Business Days
	 
	(a)	 	If a payment under this Agreement is due on a day which is not a Business Day, the due date for
that payment shall instead be the next Business Day in the same calendar month (if there is one) or
the preceding Business Day (if there is not).
	 
	(b)	 	During any extension of the due date for payment of any principal under this Agreement interest
is payable on the principal at the rate payable on the original due date.
	 
	9.7	 	Partial payments
	 
	(a)	 	If the Agent or, as the case may be, the U.S. Swingline Agent receives a payment insufficient
to discharge all the amounts then due and payable by an Obligor under this Agreement, the Agent or,
as the case may be, the U.S. Swingline Agent shall apply that payment towards the obligations of
the Obligors under this Agreement in the following order:






	 	(i)	 	first, in or towards payment pro rata of any unpaid costs, fees and expenses of the Agent and
the U.S. Swingline Agent under this Agreement;
	 
	 	(ii)	 	secondly, in or towards payment pro rata of any accrued fees due but unpaid under Clause 20
(Fees);
	 
	 	(iii)	 	thirdly, in or towards payment pro rata of any interest due but unpaid under this
Agreement;
	 
	 	(iv)	 	fourthly, in or towards payment pro rata of any principal due but unpaid under this Agreement;
and
	 
	 	(v)	 	fifthly, in or towards payment pro rata of any other sum due but unpaid under this Agreement.






	(b)	 	The Agent or, as the case may be, the U.S. Swingline Agent, shall, if so directed by all the
Lenders, vary the order set out in sub-paragraphs (a)(ii) to (v) above. The Agent or, as the case
may be, the U.S. Swingline Agent, shall notify Vodafone of any such variation.
	 
	(c)	 	Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.




39









 






	10.	 	TAXES
	 
	10.1	 	Gross-up
	 
	 	 	All payments by an Obligor to a Finance Party under the Finance Documents shall be made free
and clear of and without deduction for or on account of any Relevant Taxes, except to the
extent that the Obligor is required by law to make payment subject to any such taxes. Subject
to Clause 10.4 (Qualifying Lenders) and Clause 10.5 (U.S. Taxes), if any Relevant Tax or
amounts in respect of Relevant Tax are deducted or withheld from any amounts payable or paid
by an Obligor, to a Finance Party under the Finance Documents, the Obligor shall pay such
additional amounts as may be necessary to ensure that the relevant Finance Party receives a
net amount equal to the full amount which it would have received had that Relevant Tax or
those amounts in respect of Relevant Tax not been so deducted or withheld.
	 
	10.2	 	Indemnity
	 
	 	 	Save to the extent that the relevant Finance Party is compensated by an increased payment
under Clause 10.1 (Gross-up), but otherwise without prejudice to the provisions of Clause
10.1 (Gross-up), but subject to Clause 10.4 (Qualifying Lenders) and Clause 10.5 (U.S.
Taxes), if a Finance Party or the Agent (or, as the case may be, the U.S. Swingline Agent) on
behalf of that Finance Party is required to make any payment on account of any Relevant Tax
on or in relation to any sum received or receivable hereunder by such Finance Party or the
Agent (or, as the case may be, the U.S. Swingline Agent) on behalf of that Finance Party
(including a sum received or receivable under this Clause 10) or any liability in respect of
any such payment on account of any Relevant Tax is incurred by such Finance Party or the
Agent (or, as the case may be, the U.S. Swingline Agent) on behalf of that Finance Party (in
all cases other than any Tax on Overall Net Income), the relevant Obligor shall, within five
Business Days of demand by the Agent (or, as the case may be, the U.S. Swingline Agent)
indemnify such Finance Party against such payment or liability in respect of such payment,
together with any interest, penalties, reasonable costs and reasonable expenses payable or
incurred in connection therewith other than any such interest, penalties, costs or expenses
arising as a result of a failure by a Finance Party to make payment of such tax when due.
	 
	10.3	 	Tax receipts
	 
	 	 	All taxes required by law to be deducted or withheld by an Obligor from any amounts paid or
payable under the Finance Documents shall be paid by the relevant Obligor when due and the
Obligor shall, within 15 days of the payment being made, deliver to the Agent for the
relevant Lender evidence satisfactory to that Lender acting reasonably (including any
relevant tax receipts which have been received) that the payment has been duly remitted to
the appropriate authority.
	 
	10.4	 	Qualifying Lenders
	 
	(a)	 	An Obligor is not required to pay to a Lender any amounts under Clause 10.1 (Gross-up) or
Clause 10.2 (Indemnity) in respect of Relevant Tax imposed by the United Kingdom if, on the date on
which the payment falls due, the relevant Lender is a Party but is not a Qualifying Lender (other
than as a result of the introduction, suspension, withdrawal or cancellation of, or change in, or
change in the official interpretation, administration or official application of, any law,
regulation having the force of law, tax treaty or any published practice or published concession of
any relevant taxing authority in any jurisdiction with which the relevant Lender has a connection,
occurring after the Signing Date or, if later, the date on which that Lender becomes a Party).




40









 






	(b)	 	A Treaty Lender shall:






	 	(i)	 	promptly and, in any event, within seven Business Days after it becomes a Lender, deliver
to its local revenue authority for certification such UK HMRC forms (“Claim Forms”) as may be
required for any Obligor making a payment to such Treaty Lender to obtain authorisation from
the UK HMRC to make such payment without deduction for or on account of any taxes;
	 
	 	(ii)	 	in circumstances where the procedure for Treaty relief contemplated in (i) above requires a
local revenue authority to return a certified Claim Form to the Treaty Lender for submission
by that Treaty Lender to the UK HMRC, (a) take all reasonable follow up action available to
the Treaty Lender to facilitate the return in a timely manner to the Treaty Lender of such
Claim Form, duly stamped or certified by the relevant revenue authority and (b) submit such
Claim Form to the UK HMRC as soon as reasonably practicable (and in any event within seven
Business Days) after receipt of that Claim Form from the local revenue authority; and
	 
	 	(iii)	 	in all other circumstances relating to the Treaty relief procedure contemplated in (i) above,
following the submission of Claim Forms by the Treaty Lender to the relevant local revenue
authority, respond promptly to any further requests any Treaty Lender receives from the
relevant local revenue authority and, on receipt of written request from Vodafone to do so,
take all reasonable follow up action to facilitate the submission by the relevant local
revenue authority of duly stamped or certified Claim Forms to the UK HMRC in a timely manner.






	 	 	If there is any change in the procedure by which certification is to be made or to be
notified to the UK HMRC, the Treaty Lender’s obligations shall be modified in such manner as
the Treaty Lender may reasonably determine so that such amended obligations shall, as far as
possible, have the same or equivalent effect as the original obligations. No Obligor resident
in the UK shall be liable to pay any sums to any Treaty Lender under Clause 10.1 (Gross-up)
or Clause 10.2 (Indemnity) unless the Treaty Lender has complied with its obligations under
this Clause 10.4(b).
	 
	(c)	 	Subject to (d) below, each Lender warrants to Vodafone, on each date upon which it makes an
Advance and on the due date for each payment of interest to the Lender:






	 	(i)	 	that it is a Qualifying Lender; and
	 
	 	(ii)	 	if it is a Treaty Lender, it has delivered (or will
deliver within the time limits specified herein) the forms described in paragraph (b).






	(d)	 	If a Lender or, as the case may be, the Facility Office of a Lender is aware that it is or will
become unable to make the warranty set out in paragraph (c) of this Clause 10.4 it will promptly
notify the Agent and Vodafone. Notwithstanding such notification to Vodafone, the
Agent will promptly notify Vodafone and from the date of the first such notification received
by Vodafone the warranty in paragraph (c) above will no longer be made by that Lender.
	 
	10.5	 	U.S. Taxes
	 
	(a)	 	A U.S. Tax Obligor shall not be required to pay any amount pursuant to Clause 10.1 (Gross-up)
or any amount pursuant to Clause 10.2 (Indemnity) in respect of United States taxes (including,
without limitation, federal, state, local or other income taxes), branch profits or franchise taxes
with respect to a sum payable by it pursuant to this Agreement to a Lender if on the date a payment
of interest falls due under this Agreement either:




41









 












	 	(i)	 	in the case of a Lender which is not a United States person (as such term is defined in
Section 7701(a)(30) of the U.S. Code), such Lender is not entitled to receive interest
payable under this Agreement free and clear of any U.S. taxes imposed by way of deduction or
withholding at the source under applicable law as in effect on the date such Lender becomes a
party to this Agreement or, if such Lender has designated a new Facility Office, the date of
such designation; or
	 
	 	(ii)	 	such Lender has failed to provide the relevant U.S. Tax Obligor
with the appropriate form, certificate or other information with respect to such sum payable
that it was required to provide pursuant to paragraphs (b) and (c) below; or
	 
	 	(iii)	 	such Lender is subject to such tax by reason of any connection between the jurisdiction imposing
such tax on the Lender or its Facility Office other than a connection arising solely from
this Agreement or any transaction contemplated hereby.






	(b)	 	At any time after a U.S. Tax Obligor becomes (and while there continues to be a U.S. Tax
Obligor) a Party to this Agreement, if a Lender is not a United States person (as such term is
defined in Section 7701(a)(30) of the U.S. Code) it shall submit, as soon as reasonably practicable
after:






	 	(i)	 	the date on which the U.S. Tax Obligor becomes a Party to this Agreement (if requested by the
relevant U.S. Tax Obligor);
	 
	 	(ii)	 	the date on which the relevant Lender becomes a Party to this
Agreement; or
	 
	 	(iii)	 	the date on which the relevant Lender designates a new Facility Office,






	 	 	(but, in each case, no later than the due date for the next interest payment), in duplicate to each U.S.
Tax Obligor duly completed and signed originals of either United States Internal Revenue Service
Form W-8BEN or Form W-8ECI or applicable successor form relating to such Lender and evidencing such
Lender’s complete exemption from withholding on all amounts (to which such withholding would
otherwise apply) to be received by such Lender, including fees, pursuant to this Agreement in
connection with any borrowing by a U.S. Tax Obligor. Thereafter such Lender shall submit to each
U.S. Tax Obligor such additional duly completed and signed originals of one or the other such forms
(or such successor forms as shall be adopted from time to time by the relevant United States
taxation authorities) or any additional information, in each case as may be required under then
current United States law or regulations to claim the inapplicability of or exemption from United
States withholding taxes on payments in respect of all amounts (to which such withholding would
otherwise apply) to be received by such Lender, including fees, pursuant to this Agreement in
connection with any borrowing by a U.S. Tax Obligor unless such Lender is unable to do so as a
result of a change in, the introduction of, suspension, withdrawal or cancellation of, or change in
the official interpretation, administration or official application of, the U.S. Code or any
regulation promulgated thereunder or of a convention or agreement for the avoidance of double
taxation and the prevention of fiscal evasion between the government of the United States of
America and the jurisdiction in which the relevant Lender has a connection, occurring after the
date the Lender becomes a Party to this Agreement or, if such Lender has designated a new Facility
Office, the date of such designation.
	 
	(c)	 	At any time after a U.S. Tax Obligor becomes (and while there continues to be a U.S. Tax
Obligor) a Party to this Agreement, if a Lender is a United States person (as such term is defined
in Section 7701(a)(30) of the U.S. Code) it shall, as soon as practicable after:




42









 












	 	(i)	 	the date on which the U.S. Tax Obligor becomes a Party to this Agreement (if requested by
the relevant U.S. Tax Obligor);
	 
	 	(ii)	 	the date on which the relevant Lender becomes a Party to
this Agreement; or
	 
	 	(iii)	 	the date on which the relevant Lender designates a new Facility
Office,






	 	 	(but, in each case, no later than the due date for the next interest payment), and
thereafter, on or before the date that any such form expires or becomes obsolete or after the
occurrence of any event requiring a change in the most recent form or forms to be delivered,
submit in duplicate to each U.S. Tax Obligor a duly completed and signed United States
Internal Revenue form W-9 evidencing that such Lender is such a United States person and
shall submit any additional information that may be necessary to avoid United States
withholding taxes on all payments, including fees, (to which such withholding would otherwise
apply) to be received pursuant to this Agreement in connection with any borrowing by a U.S.
Tax Obligor.
	 
	10.6	 	Refund of Tax Credits
	 
	 	 	If any Obligor pays any amount to a Finance Party under this Clause 10 (a “Tax Payment”) and
that Finance Party obtains a refund of a tax, or a credit against tax by reason of either the
circumstances giving rise to the Obligor’s obligation to make the Tax Payment or that Tax
Payment (a “Tax Credit”) then that Finance Party shall reimburse that Obligor such amount as
can be determined to be the proportion of the Tax Credit as will leave that Finance Party
(after that reimbursement) in no better or worse position than it would have been in if the
Tax Payment had not been paid. Nothing in this Clause 10 shall interfere with the right of
each Finance Party to arrange its affairs in whatever manner it thinks fit and no Finance
Party is obliged to disclose any information regarding its tax affairs or computations to an
Obligor which it reasonably considers confidential.
	 
	11.	 	MARKET DISRUPTION
	 
	11.1	 	Market disturbance
	 
	 	 	Notwithstanding anything to the contrary herein contained, if and each time that prior to or
on a Drawdown Date relative to an Advance (other than, in the case of paragraphs (a), (b)(ii)
or (c) below, a Swingline Advance) to be made:






	 	(a)	 	only one or no Reference Bank supplies a rate for the purposes of determining LIBOR or
EURIBOR (as the case may be) in accordance with paragraph (b) of the relevant definition; or
	 
	 	(b)	 	the Agent is notified by Lenders whose participations in that Advance would represent 50
per cent. or more of that Advance that (i) deposits in the currency of that Advance may not
in the ordinary course of business be available to them in the relevant interbank market for
a period equal to the Term concerned in amounts sufficient to fund their participations in
that Advance or (ii) LIBOR or EURIBOR (as the case may be) does not adequately represent
their cost of funds; or
	 
	 	(c)	 	the Agent (after consultation with the Reference Banks) shall have determined (which
determination shall be conclusive and binding upon all Parties) that by reason of
circumstances affecting the relevant interbank market generally, adequate and fair means do
not exist for ascertaining the LIBOR or EURIBOR (as the case may be) applicable to such
Advance during its Term,




43









 












the Agent shall promptly give written notice of such determination or notification to
Vodafone and to each of the Lenders.




	11.2	 	Alternative rates






	 	 	If the Agent gives a notice under Clause 11.1 (Market disturbance):






	 	(a)	 	Vodafone and the Lenders whose participations in the relevant Advance would represent 50
per cent. or more of that Advance may (through the Agent) agree that (except in the case of a
Rollover Advance) that Advance shall not be borrowed; or
	 
	 	(b)	 	in the absence of such agreement by the Drawdown Date specified in the relevant Request
(and in any event in the case of a Rollover Advance):






	 	(i)	 	the Term of the relevant Advance shall be one month;
	 
	 	(ii)	 	the Advance shall be made in the currency requested or, in the case of Clause
11.1(b)(i) (Market disturbance), in U.S. Dollars (or, if the currency requested for
the relevant Advance is U.S. Dollars, euro); and
	 
	 	(iii)	 	during the Term of the relevant Advance the rate of interest applicable to such
Advance shall be the Margin plus applicable Reserve Asset Costs plus the rate per
annum notified by each Lender concerned to the Agent before the last day of such Term
to be that which expresses as a percentage rate per annum the cost to such Lender of
funding its participation in such Advance from whatever sources it may reasonably
select.






	12.	 	INCREASED COSTS
	 
	12.1	 	Increased costs
	 
	(a)	 	Subject to Clause 12.2 (Exceptions), Vodafone will forthwith on demand by a Finance Party pay
that Finance Party the amount of any increased cost incurred by it or any of its Holding Companies
as a result of any change in or introduction of any law or regulation (including any relating to
reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or any other
form of banking or monetary control).
	 
	(b)	 	Promptly following the service of any demand, Vodafone will pay to that Finance Party such
amount as that Finance Party certifies in the demand (with sufficient details for the calculations
to be verified) will in its reasonable opinion compensate it for the applicable increased cost and
in relation to the period expressed to be covered by such demand.
	 
	(c)	 	When calculating an increased cost, a Finance Party will only apply the costs incurred in
relation to the Facilities. Nothing contained in this Clause 12.1 shall oblige the Finance Party to
disclose any information (other than information which is readily available in the public domain or
which is not in the reasonable opinion of the Finance Party confidential) relating to the way in
which it employs its capital or arranges its internal financial affairs.






44











 






	(d)	 	In this Agreement “increased cost” means:






	 	(i)	 	an additional cost incurred by a Finance Party or any of its Holding Companies as a
result of it performing, maintaining or funding its obligations under, this Agreement; or
	 
	 	(ii)	 	that portion of an additional cost incurred by a Finance Party or any of its Holding
Companies in making, funding or maintaining all or any advances comprised in a class of
advances formed by or including its participations in the Advances made or to be made under
this Agreement as is attributable to it making, funding or maintaining its participations; or
	 
	 	(iii)	 	a reduction in any amount payable to a Finance Party or the effective return to a
Finance Party under this Agreement or on its capital (or the capital of any of its Holding
Companies); or
	 
	 	(iv)	 	the amount of any payment made by a Finance Party, or the amount of
interest or other return foregone by a Finance Party, calculated by reference to any amount
received or receivable by a Finance Party from any other Party under this Agreement.






	12.2	 	Exceptions
	 
	 	 	Clause 12.1 (Increased costs) does not apply to any increased cost:






	 	(a)	 	compensated for by the payment of the Reserve Asset Costs; or
	 
	 	(b)	 	attributable to any tax or amounts in respect of tax; or
	 
	 	(c)	 	occurring as a result of any negligence or default of a Lender or its Holding Company
including but not limited to a breach by that Lender or Holding Company of any fiscal,
monetary or capital adequacy limit imposed on it by any law or regulation; or
	 
	 	(d)	 	to the extent that the increased cost was incurred in respect of any day more than six
months before the first date on which it was reasonably practicable to notify Vodafone
thereof (except in the case of any retrospective change); or
	 
	 	(e)	 	attributable to the implementation or application of or compliance with the
“International Convergence of Capital Measurement and Capital Standards, a Revised Framework”
published by the Basel Committee on Banking Supervision in June 2004 in the form existing on
the date of this Agreement (“Basel II”) or any other law or regulation which implements Basel
II (whether such implementation, application or compliance is by a government, regulator,
Finance Party or any of its Affiliates).






	13.	 	ILLEGALITY AND MITIGATION
	 
	13.1	 	Illegality
	 
	 	 	If it becomes unlawful in any jurisdiction for a Lender to give effect to any of its
obligations as contemplated by this Agreement or to fund or maintain its participation in any
Advance, then the Lender may notify Vodafone through the Agent accordingly and thereupon, but
only to the extent necessary to remove the illegality:






	 	(a)	 	each Borrower shall, upon request from that Lender within the period allowed or if no
period is allowed, forthwith, repay any participation of that Lender in the Advances




45









 






	 	 	 	made to it together with all other amounts payable by it to that Lender under this
Agreement; and
	 
	 	(b)	 	the Lender’s Commitments shall be cancelled immediately.






	13.2	 	Mitigation
	 
	 	 	Notwithstanding the provisions of Clauses 8.1 (Interest rate for all Advances), 10 (Taxes),
12 (Increased Costs) and 13.1 (Illegality), if in relation to a Finance Party circumstances
arise which would result in:






	 	(a)	 	a payment pursuant to paragraph (b) of the definition of Reserve Asset Costs; or
	 
	 	(b)	 	any deduction, withholding or payment of the nature referred to in Clause 10 (Taxes); or
	 
	 	(c)	 	any increased cost of the nature referred to in Clause 12 (Increased Costs); or
	 
	 	(d)	 	a notification pursuant to Clause 13.1 (Illegality),






	 	 	then without in any way limiting,
reducing or otherwise qualifying the rights of such Finance Party or the Agent, such Finance
Party shall promptly upon becoming aware of the same notify the Agent thereof (whereupon the
Agent shall promptly notify Vodafone) and such Finance Party shall use reasonable endeavours
to transfer its participation in the Facility and its rights hereunder and under the Finance
Documents to another financial institution or Facility Office not affected by circumstances
having the results set out in (a), (b), (c), or (d) above and shall otherwise take such
reasonable steps as may be open to it to mitigate the effects of such circumstances provided
that such Finance Party shall not be under any obligation to take any such action if, in its
opinion, to do so would or would be likely to have a material adverse effect upon its
business, operations or financial condition or would involve it in any unlawful activity or
any activity that is contrary to its policies or any request, guidance or directive of any
competent authority (whether or not having the force of law) or (unless indemnified to its
satisfaction) would involve it in any significant expense or tax disadvantage.
	 
	14.	 	GUARANTEE
	 
	14.1	 	Guarantee
	 
	 	 	Each Guarantor jointly and severally, irrevocably and unconditionally:






	 	(a)	 	as principal obligor, guarantees to each Finance Party that if and whenever:






	 	(i)	 	an amount is due and payable by a Borrower under or in connection with any Finance
Document; and
	 
	 	(ii)	 	demand for payment of that amount has been made by the Agent on
that Borrower,






	 	 	 	that Guarantor will forthwith on demand by the Agent pay that amount as if that
Guarantor instead of that Borrower were expressed to be the principal obligor; and
	 
	 	(b)	 	indemnifies each Finance Party on demand against any loss or liability suffered by
it if any obligation guaranteed by any Guarantor is or becomes unenforceable, invalid




46









 






	 	 	 	or illegal (the amount of that loss being the amount expressed to be payable by the
relevant Borrower in respect of the relevant sum).






	14.2	 	Continuing guarantee
	 
	 	 	This guarantee is a continuing guarantee and will extend to the ultimate balance of all sums
payable by the Borrowers under the Finance Documents, regardless of any intermediate payment
or discharge in part.
	 
	14.3	 	Reinstatement
	 
	(a)	 	Where any discharge (whether in respect of the obligations of any Borrower or any security for
those obligations or otherwise) is made in whole or in part or any arrangement is made on the faith
of any payment, security or other disposition which is avoided or must be restored on insolvency,
liquidation or otherwise without limitation, the liability of the Guarantors under this Clause 14
(Guarantee) shall continue as if the discharge or arrangement had not occurred (but only to the
extent that such payment, security or other disposition is avoided or restored).
	 
	(b)	 	Each Finance Party may concede or compromise any claim that any payment, security or other
disposition is liable to avoidance or restoration.
	 
	14.4	 	Waiver of defences
	 
	 	 	The obligations of each Guarantor under this Clause 14 will not be affected by any act,
omission, matter or thing which, but for this provision, would reduce, release or prejudice
any of its obligations under this Clause 14 or prejudice or diminish those obligations in
whole or in part, including (whether or not known to it or any Finance Party):






	 	(a)	 	any time or waiver granted to, or composition with, any Borrower or other person;
	 
	 	(b)	 	the release of any other Obligor or any other person under the terms of any composition
or arrangement with any creditor of any member of the Group;
	 
	 	(c)	 	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect
to perfect, take up or enforce, any rights against, or security over assets of, any Obligor
or other person or any non-presentation or non-observance of any formality or other
requirement in respect of any instrument or any failure to realise the full value of any
security;
	 
	 	(d)	 	any incapacity or lack of powers, authority or legal personality of or dissolution or
change in the members or status of a Borrower or any other person;
	 
	 	(e)	 	any variation (however fundamental) or replacement of a Finance Document so that
references to that Finance Document in this Clause 14 shall include each variation or
replacement;
	 
	 	(f)	 	any unenforceability, illegality or invalidity of any obligation of any person under any
Finance Document, to the intent that the Guarantors’ obligations under this Clause 14 shall
remain in full force and its guarantee be construed accordingly, as if there were no
unenforceability, illegality or invalidity; and
	 
	 	(g)	 	any postponement, discharge, reduction, non-provability or other similar circumstance
affecting any obligation of any Borrower under a Finance Document resulting from any
insolvency, liquidation or dissolution proceedings or from any




47









 






	 	 	 	law, regulation or order so that each such obligation shall, for the purposes of the
Guarantors’ obligations under this Clause 14, be construed as if there were no such
circumstance.






	14.5	 	Immediate recourse
	 
	 	 	Except as provided in Clause 14.1(a)(ii) (Guarantee), each Guarantor waives any right it may
have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed
against or enforce any other rights or security or claim payment from any person before
claiming from that Guarantor under this Clause 14.
	 
	14.6	 	Appropriations
	 
	 	 	Until all amounts which may be or become payable by the Borrowers under or in connection with
the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee
or agent on its behalf) may:






	 	(a)	 	refrain from applying or enforcing any other moneys, security or rights held or received
by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or
apply and enforce the same in such manner and order as it sees fit (whether against those
amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and
	 
	 	(b)	 	hold in a suspense account (bearing interest at a commercial rate) any moneys received
from any Guarantor or on account of that Guarantor’s liability under this Clause 14, with any
interest earned being credited to that account.






	14.7	 	Non-competition
	 
	 	 	Until all amounts which may be or become payable by the Borrowers under or in connection with
the Finance Documents have been paid in full, no Guarantor shall, after a claim has been made
or by virtue of any payment or performance by it under this Clause 14:






	 	(a)	 	be subrogated to any rights, security or moneys held, received or receivable by any
Finance Party (or any trustee or agent on its behalf) or be entitled to any right of
contribution or indemnity in respect of any payment made or moneys received on account of
that Guarantor’s liability under this Clause 14; or
	 
	 	(b)	 	claim, rank, prove or vote as a creditor of any Borrower or its estate in competition
with any Finance Party (or any trustee or agent on its behalf); or
	 
	 	(c)	 	receive, claim or have the benefit of any payment, distribution or security from or on
account of any Borrower, or exercise any right of set-off as against any Borrower.






	 	 	Each
Guarantor shall hold in trust for and forthwith pay or transfer to the Agent for the Finance
Parties any payment or distribution or benefit of security received by it contrary to this
Clause 14.7.






	14.8	 	Additional security
	 
	 	 	This guarantee is in addition to and is not in any way prejudiced by any other security now
or hereafter held by any Finance Party.




48









 






	14.9	 	Removal of Guarantors
	 
	(a)	 	Any Guarantor (other than, Vodafone (subject to Clause 14.9(b) below) and, following the
Reorganisation Date, NewTopco and any Intermediate Holding Company (subject to Clause 14.9(c)
below) of Vodafone) which is not a Borrower, may, at the request of Vodafone and if no Default is
continuing, cease to be a Guarantor by entering into a supplemental agreement to this Agreement at
the cost of Vodafone in such form as the Agent may reasonably require which shall discharge that
Guarantor’s obligations as a Guarantor under this Agreement.
	 
	(b)	 	If on the Reorganisation Date, NewTopco or any Intermediate Holding Company have acceded as
Guarantors in accordance with Clause 26.5 (Additional Guarantors) and no Default is continuing or
would result from Vodafone’s resignation as a Guarantor, Vodafone may cease to be a Guarantor with
effect from the Reorganisation Date by entering into a supplemental agreement to this Agreement at
the cost of Vodafone or NewTopco in such form as the Agent may reasonably require which shall
discharge Vodafone’s obligations as a Guarantor under this Agreement.
	 
	(c)	 	If NewTopco has acceded as a Guarantor in accordance with Clause 26.5 (Additional Guarantors)
and no Default is continuing or would result from Intermediate Holding Company’s resignation as a
Guarantor, Intermediate Holding Company may cease to be a Guarantor by entering into a supplemental
agreement to this Agreement at the cost of Vodafone or NewTopco in such form as the Agent may
reasonably require which shall discharge Intermediate Holding Company’s obligation as a Guarantor
under this Agreement.
	 
	14.10	 	Limitation on guarantee of U.S. Guarantors
	 
	 	 	Notwithstanding any other provision of this Clause 14, the obligations of each Guarantor
incorporated in the United States (other than NewTopco and any Intermediate Holding Company,
to the extent incorporated in the United States) (a “U.S. Guarantor”) under this Clause 14
shall be limited to a maximum aggregate amount equal to the largest amount that would not
render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance
under Section 548 of Title 11 of the United States Bankruptcy Code or any applicable
provisions of comparable state law (collectively, the “Fraudulent Transfer Laws”), in each
case after giving effect to all other liabilities of such U.S. Guarantor, contingent or
otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding,
however, any liabilities of such U.S. Guarantor in respect of intercompany indebtedness to
the Borrowers or Affiliates of the Borrowers to the extent that such indebtedness would be
discharged in an amount equal to the amount paid by such U.S. Guarantor hereunder) and after
giving effect as assets to the value (as determined under the applicable provisions of the
Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement,
indemnity or similar rights of such U.S. Guarantor pursuant to (a) applicable law or (b) any
agreement providing for an equitable allocation among such U.S. Guarantor and other
Affiliates of the Borrowers of obligations arising under guarantees by such parties.
	 
	15.	 	REPRESENTATIONS AND WARRANTIES
	 
	15.1	 	Representations and warranties
	 
	 	 	Each Obligor makes the representations and warranties set out in this Clause 15 to each
Finance Party (in respect of itself and where relevant its Controlled Subsidiaries only).




49









 






	15.2	 	Status
	 
	 	 	It is a duly incorporated and validly existing corporation under the laws of the jurisdiction
of its incorporation.
	 
	15.3	 	Powers and authority
	 
	 	 	It has the power to:






	 	(a)	 	enter into and comply with, all obligations expressed on its part under the Finance
Documents;
	 
	 	(b)	 	(in the case of a Borrower) to borrow under this Agreement; and
	 
	 	(c)	 	(in the case of a Guarantor) to give the guarantee in Clause 14 (Guarantee),






	 	 	and has
taken all necessary actions to authorise the execution, delivery and performance of the
Finance Documents.
	 
	15.4	 	Non-violation
	 
	 	 	The execution, delivery and performance of the Finance Documents will not violate:






	 	(a)	 	any provisions of any existing law or regulation or statute applicable to it; or
	 
	 	(b)	 	to any material extent, any provisions of any mortgage, contract or other undertaking to
which it or any of its Controlled Subsidiaries which is a member of the Restricted Group is a
party or which is binding upon it or any of its Controlled Subsidiaries which is a member of
the Restricted Group, the consequences of which would have a material adverse effect on the
ability of the Obligors (taken as a whole) to perform their material obligations under the
Finance Documents.






	15.5	 	Borrowing limits
	 
	 	 	Borrowings under this Agreement up to and including the maximum amount available under this
Agreement, together with borrowings under the 2012 Facility up to and including the maximum
amount available under the 2012 Facility, will not cause any limit (except to the extent the
limit has been waived) on borrowings or, as the
case may be, on the giving of guarantees (whether imposed in its Articles of Association or
otherwise), or on the powers of its board of directors, applicable to it to be exceeded.
	 
	15.6	 	Authorisations
	 
	 	 	All necessary consents or authorisations of any governmental authority or agency required by
it in connection with the execution, validity, performance or enforceability of the Finance
Documents have been obtained and are validly existing.
	 
	15.7	 	No default
	 
	 	 	Neither it nor any of its Controlled Subsidiaries which is a member of the Restricted Group
is in default under any law or agreement by which it is bound the consequences of which would
have a material adverse effect on the ability of the Obligors (taken as a whole) to perform
their payment obligations under the Finance Documents.




50









 






	15.8	 	Accounts
	 
	 	 	The audited consolidated financial statements of Vodafone (or, following a Hive Up, NewTopco)
most recently delivered to the Agent (which, at the date of this Agreement are the audited
consolidated accounts of Vodafone for the year ended 31 March 2008):






	 	(a)	 	give a true and fair view of the consolidated financial position of Vodafone (or,
following a Hive Up, NewTopco) as at the date to which they were drawn up; and
	 
	 	(b)	 	have been prepared in accordance with generally accepted accounting principles applied by
Vodafone (or, following a Hive Up, NewTopco) at such time, consistently applied except for
changes disclosed in such financial statements which are necessary to reflect a change in
generally accepted accounting principles or the adoption of international finance reporting
standards.






	15.9	 	No Event of Default
	 
	 	 	No Event of Default has occurred and is continuing in respect of it or any of its
Subsidiaries which is a member of the Restricted Group.
	 
	15.10	 	Investment Company
	 
	 	 	Each Borrower which is a U.S. Obligor either (i) is not an investment company as defined
under United States Investment Company Act of 1940, as amended, or (ii) is exempt from the
registration provisions of the Act pursuant to an exemption under that Act.
	 
	15.11	 	ERISA
	 
	(a)	 	Each member of the Controlled USA Group has fulfilled its obligations under the minimum funding
standards of ERISA and the U.S. Code with respect to each Plan maintained by such member or any
member of the Controlled USA Group where non-fulfilment of such obligations would have a material
adverse effect on the ability of the Obligors (taken as a whole) to perform their payment
obligations under the Finance Documents.
	 
	(b)	 	Each Obligor is in compliance with the applicable provisions of ERISA, the U.S. Code and any
other applicable United States Federal or State law with respect to each Plan maintained by such
Obligor where non-fulfilment of or non-compliance with such provisions would have a material
adverse effect on the ability of the Obligors (taken as a whole) to perform their payment
obligations under the Finance Documents.
	 
	(c)	 	No Reportable Event has occurred with respect to any Plan maintained by an Obligor or any
member of the Controlled USA Group and no steps have been taken to reorganise or terminate any
Single Employer Plan or by that Obligor to effect a complete or partial withdrawal from any
Multi-employer Plan where non-compliance or such Reportable Event, reorganisation, termination or
withdrawal would have a material adverse effect on the ability of the Obligors (taken as a whole)
to perform their payment obligations under the Finance Documents.
	 
	(d)	 	No member of the Controlled USA Group has:






	 	(i)	 	sought a waiver of the minimum funding standard under Section 412 of the U.S. Code in
respect of any Plan; or




51









 






	 	(ii)	 	failed to make any contribution or payment to any Single Employer Plan or Multi-employer
Plan, or made any amendment to any Plan, and no other event, transaction or condition has
occurred which has resulted or would result in the imposition of a lien or the posting of a
bond or other security under ERISA or the U.S. Code; or
	 
	 	(iii)	 	incurred any material, actual
liability under Title I or Title IV of ERISA other than a liability to the PBGC for premiums
under Section 4007 of ERISA,






	 	 	if such seeking, failure or incurrence would have a material
adverse effect on the ability of the Obligors (taken as a whole) to perform their payment
obligations under the Finance Documents.
	 
	15.12	 	Times for making representations and warranties
	 
	(a)	 	The representations and warranties set out in this Clause 15 (excluding Clause 15.10
(Investment Company) and Clause 15.11 (ERISA)):






	 	(i)	 	are made by Vodafone on the Signing Date and, in the case of an Obligor which becomes a Party
after the Signing Date, will be deemed to be made by that Obligor on the date it executes a
Borrower Accession Agreement or Guarantor Accession Agreement; and
	 
	 	(ii)	 	are deemed to be made again
by each Obligor on the date of each Request and on each Drawdown Date with reference to the facts
and circumstances then existing.






	(b)	 	The representation and warranties set out in Clause 15.10 (Investment Company) and 15.11
(ERISA):






	 	(i)	 	are made by Vodafone on the date on which the first U.S. Obligor executes a Borrower Accession
Agreement or a Guarantor Accession Agreement as the case may be;
	 
	 	(ii)	 	are deemed to be made by each
Obligor which becomes a party after the Signing Date on the date it executes a Borrower Accession
Agreement or Guarantor Accession Agreement, provided that there is a U.S. Obligor;
	 
	 	(iii)	 	are deemed to be made again by each Obligor on the date of each Request and on each Drawdown
Date with reference to the facts and circumstances then existing, provided that there is a U.S.
Obligor.






	16.	 	UNDERTAKINGS
	 
	16.1	 	Duration
	 
	 	 	The undertakings in this Clause 16 will remain in force from the Signing Date for so long as
any amount is or may be outstanding under this Agreement or any Commitment is in force.
	 
	16.2	 	Financial information
	 
	(a)	 	Vodafone shall supply to the Agent:






	 	(i)	 	as soon as the same are publicly available (and in any event within 180 days of the end
of each of its financial years):




52









 












	 	(A)	 	the audited consolidated financial statements of the Consolidated Group for that
financial year; and
	 
	 	(B)	 	(if published) each other Obligor’s audited statutory accounts for that financial
year, consolidated if that Obligor has Subsidiaries and consolidated accounts are prepared
and published;






	 	(ii)	 	as soon as the same are publicly available (and in any event within 90
days of the end of the first half-year of each of its financial years) the interim unaudited
financial statements of the Consolidated Group for that half-year;
	 
	 	(iii)	 	together with any
accounts specified in paragraph (i)(A) or (ii) above and on the day on which such accounts
are posted on Vodafone’s website in accordance with paragraph (iv) below, a certificate
signed by Vodafone’s financial director (or following a Hive Up, NewTopco’s financial
director), or in his absence any other director of Vodafone or NewTopco, as the case may be,
establishing (in reasonable detail) compliance with Clauses 16.8 (Priority borrowing) and 17
(Financial Covenant) as at the date to which those accounts were drawn up and identifying the
Principal Subsidiaries and the operating Subsidiaries which are Controlled Subsidiaries; and
	 
	 	(iv)	 	if, after the date of the most recent certificate delivered pursuant to paragraph
(iii) above and prior to the date that the next certificate is required to be delivered, a
Principal Subsidiary ceases to be Principal Subsidiary as a result of (A) a sale or transfer
to or a merger into or with an entity which is not a member of the Restricted Group or (B)
the acquisition of a new Principal Subsidiary, a certificate signed by Vodafone’s financial
director (or following a Hive Up, NewTopco’s financial director), or in his absence any other
director of Vodafone or NewTopco, as the case may be, which identifies the Principal
Subsidiary which has ceased to be a Principal Subsidiary and the new Principal Subsidiary.






	(b)	 	Reports required to be delivered pursuant to clauses (i) and (ii) above for Vodafone shall be
deemed to have been delivered on the date on which Vodafone posts such reports to its website on
the Internet at the website address listed for Vodafone on the signature pages hereof or another
relevant website to which the Agent and the Lenders have access and such posting shall be deemed to
satisfy the reporting requirements of clauses (i) and
(ii) above. The Borrower shall provide paper copies of the deliverables required by clauses (iii) and
(iv) above to the Agent (in sufficient copies for all the Lenders if the Agent so requests).
	 
	16.3	 	Information — miscellaneous
	 
	 	 	Vodafone shall supply to the Agent:






	 	(a)	 	all documents despatched by the ultimate Holding Company of the Controlled Group to its
shareholders (or any class of them) or by Vodafone or such ultimate Holding Company to the
creditors of the Controlled Group generally (or any class of them) at the same time as they
are despatched; and
	 
	 	(b)	 	as soon as reasonably practicable, such further publicly available information (including
that required to comply with “know your customer” or similar identification procedures) in
the possession or control of any member of the Controlled Group regarding the business,
financial or corporate affairs of the Controlled Group, as the Agent may reasonably request,




53









 












	 	 	in sufficient copies for all the Lenders, if the Agent so requests.
	 
	16.4	 	Notification of Default
	 
	 	 	Vodafone shall notify the Agent of any Default (and the steps, if any, being taken to remedy
it) promptly upon becoming aware of it.
	 
	16.5	 	Authorisations
	 
	 	 	Each Obligor shall promptly:






	 	(a)	 	obtain, maintain and comply in all material respects with the terms of; and
	 
	 	(b)	 	if requested, supply certified copies to the Agent of,






	 	 	any authorisation required under
any law or regulation to enable it to perform its obligations under, or for the validity or
enforceability of, any Finance Document.






	16.6	 	Pari passu ranking
	 
	 	 	Each Obligor will procure that its obligations under the Finance Documents do and will rank
at least pari passu with all its other present and future unsecured and unsubordinated
obligations (save for those obligations mandatorily preferred by applicable law).
	 
	16.7	 	Negative pledge
	 
	 	 	No Obligor will, and each Obligor will procure that none of its Subsidiaries which is a
member of the Restricted Group will, create or permit to subsist any Security Interest on or
over any of its assets except for any Permitted Security Interest.
	 
	16.8	 	Priority borrowing
	 
	 	 	Each Obligor will procure that none of its Subsidiaries (which is a member of the Restricted
Group and which is not a Guarantor) will create, assume, incur, guarantee, permit to subsist
or otherwise be liable in respect of any Financial Indebtedness owed to persons outside the
Restricted Group except for:






	 	(a)	 	Financial Indebtedness of any Subsidiary which became a member of the Restricted Group
after 1 May 2005 (unless it became a member of the Restricted Group due to the expansion of
the definition of Core Jurisdiction to include members of the European Union after 1 May
2005) provided that:






	 	(i)	 	any such Financial Indebtedness is either (A) outstanding before that Subsidiary becomes
a member of the Restricted Group and was not created in contemplation of that Subsidiary
becoming a member of the Restricted Group and/or (B) drawn at any time under commitments in
existence before that Subsidiary becomes a member of the Restricted Group (“Existing
Commitment”) and that commitment was not created in contemplation of that Subsiiary becoming
a member of the Restricted Group and/or (C) drawn at any time under commitments (“New
Commitments”) which have refinanced Existing Commitments in whole or in part, to the extent
that any such New Commitments do not exceed the Existing Commitments, and provided that to
the extent that any New Commitment is to be guaranteed by an Obligor, the obligors under the
New Commitments will have validly and




54









 






	 	 	 	legally acceded as Additional Guarantors in accordance with Clause 26.5(a) and (b) (Additional
Guarantors) prior to any Obligor providing a guarantee of the New Commitments; and
	 
	 	(ii)	 	to the
extent that the aggregate principal amount of such Financial Indebtedness exceeds the amounts
calculated under paragraph 16.8(a)(i) above upon that Subsidiary becoming a member of the
Restricted Group (measured in the same currency), the excess amount of such Financial Indebtedness
shall not fall within this paragraph (a); or






	 	(b)	 	Financial Indebtedness under finance or structured tax lease arrangements (including, but
not limited to qualifying technological equipment leases) to the extent matched as part of those
arrangements by deposits of cash or cash equivalent investments (including, but not limited to
securities issued by G7 governments) or other securities rated at least A by S&P or A2 by Moody’s
or A by Fitch which are treated by the creditor concerned as available to reduce its net exposure;
or
	 
	 	(c)	 	Financial Indebtedness which is created with the prior written consent of the Majority
Lenders; or
	 
	 	(d)	 	Financial Indebtedness to the extent matched by cash balances or cash equivalent investments
(including, but not limited to securities issued by G7 governments) or other securities rated at
least A by S&P or A2 by Moody’s or A by Fitch, held by members of the Restricted Group which are
treated as available for netting by the creditors to whom that Financial Indebtedness is owed
under cash management or netting arrangements in the ordinary course of business; or
	 
	 	(e)	 	Financial Indebtedness under any finance lease or structured tax lease arrangements (including,
but not limited to qualifying technological equipment leases) entered into in respect of assets
which were or are acquired or become part of the Restricted Group after 31 March 2001; or
	 
	 	(f)	 	Financial Indebtedness under or in connection with any other finance lease entered into in
respect of existing assets or future assets (to the extent they are subject to Security Interests
contemplated under paragraph (j) of the definition of Permitted Security Interests); or
	 
	 	(g)	 	Financial Indebtedness under Back to Back Loans; or
	 
	 	(h)	 	Financial Indebtedness of any member of the Controlled Group which operates as a finance
company to the extent that any such Financial Indebtedness is on-lent to an Obligor or to a member
of the Controlled Group outside the Restricted Group; or
	 
	 	(i)	 	Financial Indebtedness in relation to bonds and preference shares as set out in Schedule 8
(Fixed Rate Bonds and Preference Shares); or
	 
	 	(j)	 	Financial Indebtedness that has been defeased to the extent that it is subject to Security
Interests contemplated under paragraph (u) of Permitted Security Interests; or
	 
	 	(k)	 	Financial Indebtedness incurred solely in contemplation of an initial public offering or other
disposal of the companies or partnerships incurring such Financial Indebtedness, to the extent that
(i) the aggregate principal amount of such Financial Indebtedness does not exceed
U.S.$5,000,000,000 (or its equivalent in other




55









 












	 		 	currencies) whilst such Financial Indebtedness is owed by a member of the Restricted
Group; and (ii) the creditors in respect of such Financial Indebtedness have recourse
for no more than ninety days to any member of the Controlled Group which is or whose
assets are not intended to be subject to the initial public offering or disposal; or






	 	(l)	 	Project Finance Indebtedness; or
	 
	 	(m)	 	Financial Indebtedness owed to persons outside the Restricted Group under guarantees or
other legally binding assurances against financial loss granted by Vodafone Deutschland GmbH
or any of its Subsidiaries in respect of any asset, undertaking or business not forming part
of the mobile or wireless telecommunications business of the Restricted Group; or
	 
	 	(n)	 	Financial Indebtedness under this Agreement; or
	 
	 	(o)	 	any liability of a Subsidiary in respect of Financial Indebtedness incurred in connection
with the Verizon Wireless partnership provided that:






	 	(i)	 	that Subsidiary has no assets other than (1) its interests in or derived from the Verizon
Wireless partnership and (2) other assets with an aggregate market value not exceeding
U.S.$3,000,000,000 at any time and (3) other assets with an aggregate market value not
exceeding U.S.$4,500,000,000 at any time provided that if such assets are lent within the
Restricted Group they are only lent to an Obligor; and
	 
	 	(ii)	 	the person or persons to whom such Financial Indebtedness is or may be owed has or have
no recourse whatsoever to any member of the Group for any payment or repayment in respect of
such Financial Indebtedness (other than to that Subsidiary); or






	 	(p)	 	other Financial Indebtedness to the extent that the sum of:






	 	(i)	 	the aggregate unpaid principal amount of the Financial Indebtedness of all the members of
the Restricted Group which are not Guarantors and owed to persons outside the Restricted
Group (other than Financial Indebtedness under paragraphs (a) to (o) above inclusive); plus
	 
	 	(ii)	 	the aggregate unpaid principal amount of Financial Indebtedness secured by
Security Interests referred to in paragraph (v) of the definition of Permitted
Security Interest (to the extent not falling within (i) above),






	 	 	 	does not exceed £1,750,000,000 or its equivalent.






	 	 	Compliance with this Clause 16.8 will be tested on the last day of each financial half year.
For the purposes of paragraph (p) above, Financial Indebtedness of the Restricted Group not
denominated in (or which has not been swapped into) Sterling shall be notionally converted
(from the currency in which it is denominated or, as the case
may be, into which it has been swapped) to Sterling at the rate of exchange used in the
management accounts of the relevant Obligor for that relevant financial quarter.
	 
	16.9	 	Disposals
	 
	 	 	No Obligor will, and each Obligor will procure that none of its Subsidiaries which is a
member of the Restricted Group will, either in a single transaction or in a series of




56









 






	 	 	transactions, whether related or not and whether voluntarily or involuntarily, make any Asset
Disposals other than:






	 	(a)	 	Asset Disposals:






	 	(i)	 	on arm’s length terms which are, in the opinion of an Obligor, at fair market value; or
	 
	 	(ii)	 	required by law or any governmental authority or agency (including without limitation
any authority or agency of the European Union); or
	 
	 	(iii)	 	made in good faith for the purpose
of carrying on the business of the Controlled Group which it is reasonable to believe will
benefit the Controlled Group; and






	 	(b)	 	a transfer of all or any part of the assets of the Controlled Group to NewTopco and/or
any Intermediate Holding Company of Vodafone.






	16.10	 	Restriction on Acquisitions
	 
	 	 	Vodafone will not, and will procure that no member of the Controlled Group will, make any
Acquisition unless the major part of the Controlled Group’s business remains
telecommunications, data communications and associated businesses.
	 
	17.	 	FINANCIAL COVENANT
	 
	17.1	 	Financial ratio
	 
	(a)	 	Vodafone will, subject to sub-clause (c) below, procure that for each Ratio Period the ratio of
Net Debt of the Consolidated Group to two times Adjusted Group Operating Cash Flow for such Ratio
Period will not exceed 3.75:1.
	 
	(b)	 	If the ratio in Clause 17.1(a) (Financial ratio) exceeds 3.25:1 Vodafone will re-calculate the
financial ratio for such Ratio Period substituting the words “Controlled Group” for the words
“Consolidated Group” in Clause 17.1(a) (Financial ratio) and in every definition used to make such
calculation and provide the results of such calculation to the Agent, with sufficient copies for
each Lender, for their information only.
	 
	(c)	 	If the ratio in Clause 17.1(a) (Financial ratio) exceeds 3.75:1, but the ratio in Clause
17.1(b) does not exceed 3.75:1, Vodafone will not be in breach of Clause 17.1(a) (Financial ratio).
	 
	(d)	 	Any calculation made in accordance with Clause 17.1(b) (Financial ratio) will be accompanied by
a statement from Vodafone, or following a Hive Up, NewTopco containing or appending a
reconciliation of the differences between the tests and ratios under Clause 17.1(a) and Clause
17.1(b).
	 
	17.2	 	Calculation times and periods
	 
	(a)	 	The first test date for the financial ratio specified in Clause 17.1 (Financial ratio) will
occur on 30 September 2008.
	 
	(b)	 	Each subsequent test date will be on the last day of each financial half year and year of
Vodafone or, following a Hive Up, NewTopco. The financial ratio will be calculated using




57









 






	 	 	data for the period (each a “Ratio Period”) ending on each test date and beginning 6 months
before the relevant test date.
	 
	17.3	 	Information sources
	 
	(a)	 	Subject to adjustments that may be required by the operation of definitions in Clause 17.1
(Financial ratio) all information for calculation of the financial ratios set out in Clause 17.1
(Financial ratio), Clause 17.1(b) (Financial ratio) and Clause 18.5 (Cross default) will be
extracted from figures denominated in the base currency (as defined in paragraph (c) below) used in
the preparation of and extracted from:






	 	(i)	 	the unaudited consolidated interim financial statements of Vodafone, or following a Hive Up,
NewTopco;
	 
	 	(ii)	 	the consolidated annual financial statements of Vodafone, or following a Hive Up,
NewTopco; or
	 
	 	(iii)	 	Vodafone’s, or following a Hive Up, NewTopco’s consolidated management
accounts,






	 	 	as the case may be, which in respect of (i) and (ii) were delivered to the Agent
under sub-clauses 16.2(a)(i)(A) and (ii) of Clause 16.2 (Financial information).
	 
	(b)	 	Information from Vodafone’s, or following a Hive Up, NewTopco’s consolidated management
accounts will be disclosed only when the relevant interim or annual financial statements and
compliance certificates are delivered to the Agent or as required in connection with Clause
18.5(a)(iii) (Cross default).
	 
	(c)	 	Any amount outstanding in a currency other than the currency used in the latest consolidated
published financial statements (the “base currency”) is to be taken into account at the base
currency equivalent of that amount calculated at the rate used in the latest consolidated financial
statements delivered to the Agent under Clause 16.2 (Financial information) or the latest
consolidated management accounts, as appropriate.
	 
	17.4	 	Know Your Customer
	 
	 	 	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.
	 
	18.	 	DEFAULT
	 
	18.1	 	Events of Default
	 
	 	 	Each of the events set out in Clauses 18.2 (Non-payment) to 18.15 (2012 Facility) (inclusive)
is an Event of Default (whether or not caused by any reason whatsoever outside the control of
any Obligor or any other person).
	 
	18.2	 	Non-payment
	 
	(a)	 	An Obligor does not pay within four Business Days of the due date any amount payable by it
under the Finance Documents at the place at, and in the currency in, which it is expressed to be
payable unless:




58









 






	(b)	 	its failure to pay is caused by:






	 	(i)	 	administrative or technical error and payment is made within a further two Business Days
after the expiry of the grace period in sub-clause (a) above; or
	 
	 	(ii)	 	a Disruption Event and
payment is made within a further four Business Days after the expiry of the grace period in
sub-clause (a) above.






	18.3	 	Breach of other obligations
	 
	(a)	 	Vodafone does not comply with Clause 17 (Financial Covenant).
	 
	(b)	 	An Obligor does not comply with any provision of the Finance Documents (other than those
referred to in paragraph (a) above or in Clause 18.2 (Non-payment)) and such failure (if capable of
remedy before the expiry of such period) continues unremedied for a period of 21 days from the
earlier of the date on which (i) such Obligor has become aware of the failure to comply or (ii) the
Agent gives notice to Vodafone requiring the same to be remedied.
	 
	18.4	 	Misrepresentation
	 
	 	 	A representation or warranty made or repeated by any Obligor in any Finance Document is found
to be untrue in any respect material in the context of performance of the Finance Documents
when made or deemed to have been made.
	 
	18.5	 	Cross default






	(a)	(i)	 	 Any Financial Indebtedness of any Obligor is:






	 	(A)	 	not paid when due or within any originally applicable grace period; or
	 
	 	(B)	 	declared due, or is capable of being declared due, prior to its specified maturity
as a result of an event of default (howsoever described) except this paragraph (B)
does not apply to:






	 	(1)	 	Financial Indebtedness quoted or listed on a stock exchange; or
	 
	 	(2)	 	Financial Indebtedness of an Obligor arising solely under paragraph (f) of
the definition of Financial Indebtedness in Clause 1.1 (Definitions) save
where:






	 	(X)	 	such Financial Indebtedness is incurred by an Obligor under the 2012
Facility; and
	 
	 	(Y)	 	the Guarantors under this Agreement are also Guarantors under and as defined in the
2012 Facility and all of the Borrowers under this Agreement and under (and as defined in) the
2012 Facility are not the same; or






	 	(ii)	 	any Financial Indebtedness constituted by debt
securities quoted or listed on a stock exchange (excluding convertible debt securities)
issued by Vodafone Americas Inc. or Vodafone Finance BV (but in each case only for so long as
the creditors of those debt securities have recourse to a member of the Group in respect of
those debt securities) is:




59









 












	 	(A)	 	not paid when due or within any originally applicable grace period; or
	 
	 	(B)	 	declared due prior to its specified maturity as a result of failure to pay principal
or interest thereunder; or






	 	(iii)	 	any Financial Indebtedness of any Principal Subsidiary
excluding any Financial Indebtedness set out in paragraph 18.5(a)(ii) above is:






	 	(A)	 	not paid when due or within any originally applicable grace period; or
	 
	 	(B)	 	declared due prior to its specified maturity as a result of an event of default
(howsoever described) and is not paid within three Business Days of being declared due,





except this paragraph (iii) only applies if the ratio calculated in accordance with Clause
17.1(a) for the most recent Ratio Period is greater than 3.25:1.





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






	 	(i)	 	to Project Finance Indebtedness; or
	 
	 	(ii)	 	to Financial Indebtedness which in aggregate is less than £100,000,000 (or equivalent
currency); or
	 
	 	(iii)	 	where the payment or occurrence of the event concerned is being contested
in good faith; or
	 
	 	(iv)	 	where the default is under a bond and is capable of waiver without
bondholder consent; or
	 
	 	(v)	 	to Financial Indebtedness owed to a member of the Restricted Group.






	18.6	 	Winding up
	 
	 	 	An order is made or an effective resolution is passed for winding up any Obligor or any
Principal Subsidiary (except for the purposes of a reconstruction or amalgamation on terms
previously approved in writing by the Majority Lenders) or a petition is presented (which is
not set aside or withdrawn within the earlier of 30 days of its presentation or by not later
than the date for the hearing of such petition) for an administration order or for the
winding up of any Obligor or any Principal Subsidiary except where demonstrated to the
reasonable satisfaction of the Majority Lenders that any such petition is being contested in
good faith.
	 
	18.7	 	Insolvency process
	 
	(a)	 	A liquidator, administrator, receiver, trustee, sequestrator or similar officer is appointed in
respect of all or any part of the assets of any Obligor or any Principal Subsidiary which generates
a material part of the revenues of that Obligor or that Principal Subsidiary; or
	 
	(b)	 	any Obligor or any Principal Subsidiary, by reason of financial difficulties, enters into a
composition, assignment or arrangement with any class of its creditors.
	 
	18.8	 	Enforcement proceedings
	 
	 	 	A distress, execution, attachment or other legal process is levied, enforced or sued out upon
or against all or any part of the assets of any Obligor or any Principal Subsidiary which




60









 






	 	 	generates a material part of the revenues of that Obligor or that Principal Subsidiary except
where the same is being contested in good faith or is removed, discharged or paid within 30
days.
	 
	18.9	 	Insolvency
	 
	 	 	Any Obligor or any Principal Subsidiary is deemed under Section 123(1)(e) or 123(2) of the
Insolvency Act 1986 to be unable to pay its debts.
	 
	18.10	 	Similar proceedings
	 
	 	 	Anything having a substantially similar effect to any of the events specified in Clauses 18.6
(Winding up) to 18.9 (Insolvency) inclusive shall occur under the laws of any applicable
jurisdiction in relation to any Obligor or any Principal Subsidiary.
	 
	18.11	 	Unlawfulness
	 
	 	 	It is or becomes unlawful for any Obligor to perform any of its payment or other material
obligations under the Finance Documents.
	 
	18.12	 	Guarantee
	 
	 	 	The guarantee of any Guarantor under Clause 14 (Guarantee) is not effective or is alleged by
an Obligor to be ineffective for any reason (other than by reason of written release or
waiver by the Finance Parties or in accordance with Clause 14.9 (Removal of Guarantors)).
	 
	18.13	 	Cessation of business
	 
	 	 	Any Obligor or any Principal Subsidiary ceases to carry on all or substantially all of its
business otherwise than:






	 	(a)	 	as a result of a transfer of all or any part of its business to a member of the
Restricted Group or
	 
	 	(b)	 	as a result of a disposal permitted under Clause 16.9 (Disposals); or
	 
	 	(c)	 	with the prior written consent of the Majority Lenders.






	18.14	 	Litigation
	 
	 	 	Any litigation proceedings are current which are reasonably likely to be adversely determined
and which would have a material adverse effect on the ability of the Obligors (taken as a
whole) to perform their payment obligations under the Finance Documents.
	 
	18.15	 	2012 Facility
	 
	(a)	 	Any Event of Default (as defined in the 2012 Facility) has occurred and is continuing.
	 
	(b)	 	Paragraph (a) shall only apply where the Guarantors under this Agreement are not Guarantors
(under and as defined in the 2012 Facility) under the 2012 Facility.




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	18.16	 	Acceleration
	 
	 	 	On and at any time after the occurrence of an Event of Default while such event is continuing
the Agent may, and if so directed by the Majority Lenders, will by notice to Vodafone,
declare that an Event of Default has occurred and:






	 	(a)	 	cancel the Total Commitments; and/or
	 
	 	(b)	 	demand that all the Advances, together with accrued interest, and all other amounts
accrued under the Finance Documents be immediately due and payable, whereupon they shall
become immediately due and payable; and/or
	 
	 	(c)	 	demand that all the Advances be payable on demand, whereupon they shall immediately
become payable on demand.






	19.	 	THE AGENTS AND THE ARRANGERS
	 
	19.1	 	Appointment and duties of the Agents
	 
	 	 	Each Finance Party (other than the Agent) irrevocably appoints the Agent to act as its agent
under and in connection with the Finance Documents and each Swingline Lender appoints the
U.S. Swingline Agent to act as its agent in relation to the Swingline Facility, and each
Finance Party irrevocably authorises the Agent or, as the case may be, the U.S. Swingline
Agent on its behalf to perform the duties and to exercise the rights, powers and discretions
that are specifically delegated to it under or in connection with the Finance Documents,
together with any other incidental rights, powers and discretions. The Agent or, as the case
may be, the U.S. Swingline Agent shall have only those duties which are expressly specified
in this Agreement. Those duties are solely of a mechanical and administrative nature.
	 
	19.2	 	Role of the Arrangers
	 
	 	 	Except as otherwise provided in this Agreement, no Arranger has any obligations of any kind
to any other Party under or in connection with any Finance Document.
	 
	19.3	 	Relationship
	 
	 	 	The relationship between the Agent or, as the case may be, the U.S. Swingline Agent and the
other Finance Parties is that of agent and principal only. Nothing in this Agreement
constitutes the Agent or, as the case may be, the U.S. Swingline Agent as trustee or
fiduciary for any other Party or any other person and the Agent or, as the case may be, the
U.S. Swingline Agent need not hold in trust any moneys paid to it for a Party or be liable to
account for interest on those moneys.
	 
	19.4	 	Majority Lenders’ directions
	 
	(a)	 	The Agent or, as the case may be, the U.S. Swingline Agent will be fully protected if it acts
in accordance with the instructions of the Majority Lenders in connection with the exercise of any
right, power or discretion or any matter not expressly provided for in the Finance Documents. Any
such instructions given by the Majority Lenders will be binding on all the
Lenders. In the absence of such instructions the Agent or, as the case may be, the U.S.
Swingline Agent may act as it considers to be in the best interests of all the Lenders.




62









 






	(b)	 	Neither the Agent nor the U.S. Swingline Agent is authorised to act on behalf of a Lender
(without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to
any Finance Document.
	 
	19.5	 	Delegation
	 
	 	 	The Agent or, as the case may be, the U.S. Swingline Agent may act under the Finance
Documents through its personnel and agents.
	 
	19.6	 	Responsibility for documentation
	 
	 	 	Neither the Agent, the U.S. Swingline Agent nor any Arranger is responsible to any other
Party for:






	 	(a)	 	the execution, genuineness, validity, enforceability or sufficiency of any Finance
Document or any other document by any other Party; or
	 
	 	(b)	 	the collectability of amounts payable under any Finance Document; or
	 
	 	(c)	 	the accuracy of any statements (whether written or oral) made in or in connection with
any Finance Document by any other Party.






	19.7	 	Default
	 
	(a)	 	The Agent or, as the case may be, the U.S. Swingline Agent is not obliged to monitor or enquire
as to whether or not a Default has occurred. Neither the Agent nor the U.S. Swingline Agent will
be deemed to have knowledge of the occurrence of a Default.
However, if the Agent or, as the case may be, the U.S. Swingline Agent receives notice from a
Party referring to this Agreement, describing the Default and stating that the event is a
Default, it shall promptly notify the Lenders of such notice.
	 
	(b)	 	The Agent or, as the case may be, the U.S. Swingline Agent may require the receipt of security
satisfactory to it whether by way of payment in advance or otherwise, against any liability or loss
which it will or may
incur in taking any proceedings or action arising out of or in connection with any Finance Document
before it commences these proceedings or takes that action.
	 
	19.8	 	Exoneration
	 
	(a)	 	Without limiting paragraph (b) below, the Agent or, as the case may be, the U.S. Swingline
Agent will not be liable to any other Party for any action taken or not taken by it under or in
connection with any Finance Document, unless directly caused by its negligence or wilful misconduct
or breach of any of its obligations under or in connection with the Finance Documents.
	 
	(b)	 	No Party may take any proceedings against any officer, employee or agent being an individual of
the Agent or, as the case may be, the U.S. Swingline Agent in respect of any claim it might have
against the Agent or, as the case may be, the U.S. Swingline Agent or in respect of any act or
omission of any kind (including negligence or wilful misconduct) by that officer, employee or agent
in relation to any Finance Document.
	 
	(c)	 	Any officer, employee or agent being an individual of the Agent, or as the case may be, the
U.S. Swingline Agent may rely on paragraph (b) above and enforce its terms under the Contract
(Rights of Third Parties) Act 1999.




63









 






	(d)	 	Nothing in this Agreement shall oblige the Agent or an Arranger to carry out any “know your
customer” or other checks in relation to any person on behalf of any Lender and each Lender
confirms to the Agent and an Arranger that it is solely responsible for any such checks it is
required to carry out and that it may not rely on any statement in relation to such checks made by
the Agent or an Arranger.
	 
	19.9	 	Reliance
	 
	 	 	The Agent or, as the case may be, the U.S. Swingline Agent may:






	 	(a)	 	rely on any notice or document reasonably believed by it to be genuine and correct and to
have been signed by, or with the authority of, the proper person;
	 
	 	(b)	 	rely on any statement made by a director or employee of any person regarding any matters
which may reasonably be assumed to be within his knowledge or within his power to verify; and
	 
	 	(c)	 	engage, pay for and rely on legal or other professional advisers selected by it
(including those in the Agent’s or, as the case may be, the U.S. Swingline Agent’s employment
and those representing a Party other than the Agent or, as the case may be, the U.S.
Swingline Agent).






	19.10	 	Credit approval and appraisal
	 
	 	 	Without affecting the responsibility of any Obligor for information supplied by it or on its
behalf in connection with any Finance Document, each Lender confirms that it:






	 	(a)	 	has made 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 Agent, the
U.S. Swingline Agent or the Arrangers 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 while any amount is or may be outstanding under the Finance
Documents or any Commitment is in force.






	19.11	 	Information
	 
	(a)	 	The Agent or, as the case may be, the U.S. Swingline Agent shall promptly forward to the person
concerned the original or a copy of any document which is delivered to the Agent or, as the case
may be, the U.S. Swingline Agent by a Party for that person.
	 
	(b)	 	The Agent shall promptly supply a Lender with a copy of each document received by the Agent
under Clauses 4 (Conditions Precedent), 26.5 (Additional Guarantors) or 26.6 (Additional Borrowers)
upon the request and at the expense of that Lender.
	 
	(c)	 	Except where this Agreement specifically provides otherwise, the Agent or, as the case may be,
the U.S. Swingline Agent is not obliged to review or check the accuracy or completeness of any
document it forwards to another Party.
	 
	(d)	 	Except as provided above, the Agent or, as the case may be, the U.S. Swingline Agent has no
duty:




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	 	(i)	 	either initially or on a continuing basis to provide any Lender with any credit or other
information concerning the financial condition or affairs of any Obligor or any related
entity of any Obligor whether coming into its possession or that of any of its related
entities before, on or after the Signing Date; or
	 
	 	(ii)	 	unless specifically requested to do so by a Lender in accordance with this Agreement, to
request any certificates or other documents from any Obligor.






	19.12	 	The Agent, the U.S. Swingline Agent and the Arrangers individually
	 
	(a)	 	If it is also a Lender, each of the Agent, the U.S. Swingline Agent and the Arrangers has the
same rights and powers under this Agreement as any other Lender and may exercise those rights and
powers as though it were not the Agent, the U.S. Swingline Agent or an Arranger.
	 
	(b)	 	Each of the Agent, the U.S. Swingline Agent and the Arrangers may:






	 	(i)	 	carry on any business with an Obligor or its related entities;
	 
	 	(ii)	 	act as agent or trustee for, or in relation to any financing involving, an Obligor or
its related entities; and
	 
	 	(iii)	 	retain any profits or remuneration in connection with its
activities under the Finance Documents, or in relation to any of the foregoing.






	19.13	 	Indemnities
	 
	(a)	 	Without limiting the liability of any Obligor under the Finance Documents, each Lender shall
forthwith on demand indemnify the Agent or, as the case may be, the U.S. Swingline Agent for its
proportion of any liability or loss incurred by the Agent or, as the
case may be, the U.S. Swingline Agent in any way relating to or arising out of its acting as the Agent or, as the
case may be, the U.S. Swingline Agent, except to the extent that the liability or loss arises
directly from the Agent’s or, as the case may be, the U.S. Swingline Agent’s negligence or
wilful misconduct.
	 
	(b)	 	A Lender’s proportion of the liability or loss set out in paragraph (a) above is the proportion
which its Commitment bears to the Total Commitments at the date of demand or, if the Total
Commitments have been cancelled, bore to the Total Commitments immediately before being cancelled.
	 
	19.14	 	Compliance
	 
	(a)	 	The Agent or, as the case may be, the U.S. Swingline 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 reasonable
opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.
	 
	(b)	 	Without limiting paragraph (a) above, the Agent or, as the case may be, the U.S. Swingline
Agent, need not disclose any information relating to any Obligor or any of its related entities if
the disclosure might, in the opinion of the Agent or, as the case may be, the U.S. Swingline Agent,
constitute a breach of any law or regulation or any duty of secrecy or confidentiality or be
otherwise actionable at the suit of any person.






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	19.15	 	Resignation of the Agent or the U.S. Swingline Agent
	 
	(a)	 	Notwithstanding its irrevocable appointment, the Agent or, as the case may be, the U.S.
Swingline Agent, may resign by giving notice to the Lenders and Vodafone, in which case the
Agent or, as the case may be, the U.S. Swingline Agent, may forthwith appoint one of its
Affiliates as successor Agent or, failing that, the Majority Lenders may after consultation
with Vodafone appoint a reputable and experienced bank as successor Agent or, as the case may
be, successor U.S. Swingline Agent.
	 
	(b)	 	If the appointment of a successor Agent or, as the case may be, successor U.S. Swingline
Agent is to be made by the Majority Lenders but they have not, within 30 days after notice of
resignation, appointed a successor Agent or, as the case may be, successor U.S. Swingline
Agent which accepts the appointment, the retiring Agent or, as the case may be, the retiring
U.S. Swingline Agent may, following consultation with Vodafone, appoint a successor Agent or,
as the case may be, successor U.S. Swingline Agent.
	 
	(c)	 	The resignation of the retiring Agent or, as the case may be, retiring U.S. Swingline Agent
and the appointment of any successor Agent or, as the case may be, successor U.S. Swingline
Agent will both become effective only upon the successor Agent or, as the case may be,
successor U.S. Swingline Agent notifying all the Parties that it accepts the appointment. On
giving the notification and receiving such approval, the successor Agent or, as the case may
be, successor U.S. Swingline Agent will succeed to the position of the retiring Agent or, as
the case may be, retiring U.S. Swingline Agent and the term “Agent” or, as the case may be,
“U.S. Swingline Agent” will mean the successor Agent or, as the case may be, successor U.S.
Swingline Agent.
	 
	(d)	 	The retiring Agent or, as the case may be, retiring U.S. Swingline Agent shall, at its own
cost, make available to the successor Agent or, as the case may be, successor U.S. Swingline
Agent such documents and records and provide such assistance as the successor Agent or, as the
case may be, successor U.S. Swingline Agent may reasonably request for the purposes of
performing its functions as the Agent or, as the case may be, the U.S. Swingline Agent under
this Agreement.
	 
	(e)	 	Upon its resignation becoming effective, this Clause 19 shall continue to benefit the
retiring Agent or, as the case may be, retiring U.S. Swingline Agent in respect of any action
taken or not taken by it under or in connection with the Finance Documents while it was the
Agent or, as the case may be, the U.S. Swingline Agent, and, subject to paragraph (d) above,
it shall have no further obligation under any Finance Document.
	 
	(f)	 	The Majority Lenders may by notice to the Agent or, as the case may be, the U.S. Swingline
Agent, require it to resign in accordance with paragraph (a) above. In this event, the Agent
or, as the case may be, the U.S. Swingline Agent shall resign in accordance with paragraph (a)
above but it shall not be entitled to appoint one of its Affiliates as successor Agent or
successor U.S. Swingline Agent.
	 
	19.16	 	Lenders
	 
	 	 	The Agent or, as the case may be, the U.S. Swingline Agent may treat each Lender as a
Lender, entitled to payments under this Agreement and as acting through its Facility
Office(s) until it has received notice from the Lender to the contrary by not less than
five Business Days prior to the relevant payment.





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	19.17	 	Chinese wall
	 
	 	 	In acting as Agent, U.S. Swingline Agent or Arranger, the agency and syndications division
of each of the Agent, the U.S. Swingline Agent and each Arranger shall be treated as a
separate entity from its other divisions and departments. Any information acquired at any
time by the Agent, the U.S. Swingline Agent or any Arranger otherwise than in the capacity
of Agent, U.S. Swingline Agent or Arranger through its agency and syndications division
(whether as financial advisor to any member of the Group or otherwise) may be treated as
confidential by the Agent, U.S. Swingline Agent or Arranger and shall not be deemed to be
information possessed by the Agent, U.S. Swingline Agent or Arranger in their capacity as
such. Each Finance Party acknowledges that the Agent, the U.S. Swingline Agent and the
Arrangers may, now or in the future, be in possession of, or provided with, information
relating to the Obligors which has not or will not be provided to the other Finance
Parties. Each Finance Party agrees that, except as expressly provided in this Agreement,
none of the Agent, U.S. Swingline Agent or any Arranger will be under any obligation to
provide, or under any liability for failure to provide, any such information to the other
Finance Parties.
	 
	20.	 	FEES
	 
	20.1	 	Commitment fee
	 
	(a)	 	Vodafone shall pay to the Agent for distribution to each Lender pro rata to the proportion
its Revolving Credit Commitment bears to the Total Commitments from time to time a commitment
fee at the rate of 35 per cent. of the applicable Margin on any undrawn, uncancelled amount of
the Total Commitments on each day.
	 
	(b)	 	Commitment fee is calculated and accrues on a daily basis on and from the Signing Date and
is payable quarterly in arrear. Accrued and unpaid commitment fee is also payable to the
Agent for the relevant Lender(s) on any amount of its Revolving Credit Commitment, which is
cancelled voluntarily by the Borrower at the time the cancellation takes effect (but only in
respect of the period up to the date of cancellation).
	 
	20.2	 	Agent’s fee
	 
	 	 	Vodafone shall pay to the Agent for its own account an agency fee in the amounts and on the
dates agreed in the relevant Fee Letter.
	 
	20.3	 	Front-end fees
	 
	(a)	 	Vodafone shall pay to the Agent for the Original Lenders as at the Signing Date a front-end
fee in the amount and on the date specified in the relevant Fee Letter.
	 
	(b)	 	If so agreed between Vodafone and an Additional Lender, Vodafone shall pay to such
Additional Lender a front-end fee in the amounts and on the dates specified in the relevant
Fee Letter.
	 
	20.4	 	VAT
	 
	 	 	Any fee referred to in this Clause 20 is exclusive of any United Kingdom value added tax.
If any value added tax is so chargeable, it shall be paid by Vodafone at the same time as
it pays the relevant fee.





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	21.	 	EXPENSES
	 
	21.1	 	Initial and special costs
	 
	 	 	Vodafone shall forthwith on demand pay the Agent, the U.S. Swingline Agent and the
Arrangers the amount of all out-of-pocket costs and expenses (including but not limited to
legal fees up to an amount agreed, in the case of (a)(i) below, with the Arrangers)
reasonably incurred by any of them in connection with:






	 	(a)	 	the negotiation, preparation, printing and execution of:






	 	(i)	 	this Agreement and any other documents referred to in this Agreement; and
	 
	 	(ii)	 	any other Finance Document (other than a Novation Certificate) executed after the Signing Date;






	 	(b)	 	any amendment, waiver, consent or suspension of rights (or any proposal for any of the
foregoing) requested by or on behalf of an Obligor and relating to a Finance Document or a
document referred to in any Finance Document or any amendment to this Agreement to reflect a
change in currency of a country pursuant to Clause 9.4(b)(iii) (Currency); and
	 
	 	(c)	 	any other agency matter not of an ordinary administrative nature, arising out of or in
connection with a Finance Document in the amount agreed between the Agent and Vodafone at the
relevant time.






	21.2	 	Enforcement costs
	 
	 	 	Vodafone shall within five Business Days of receiving written demand pay to each Finance
Party the amount of all costs and expenses (including but not limited to legal fees)
incurred (or in the case of (b) below reasonably incurred) by it:






	 	(a)	 	in connection with the enforcement of any Finance Document; or
	 
	 	(b)	 	in connection with the preservation of any rights under any Finance Document.






	22.	 	STAMP DUTIES
	 
	 	 	Vodafone shall pay and within five Business Days of receiving written demand indemnify each
Finance Party against any liability it incurs in respect of any stamp, registration or
similar tax which is or becomes payable in any jurisdiction in or through which any payment
under the Finance Documents is made or any Obligor is incorporated or has any assets in
connection with the entry into, performance or enforcement of any Finance Document.
	 
	23.	 	INDEMNITIES
	 
	23.1	 	Currency indemnity
	 
	(a)	 	If a Finance Party receives an amount in respect of an Obligor’s liability under the Finance
Documents or if that liability is converted into a claim, proof, judgment or order in a
currency other than the currency (the Contractual Currency) in which the amount is expressed to be
payable under the relevant Finance Document:





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	 	(i)	 	that Obligor shall indemnify that Finance Party as an independent obligation against any loss
or liability arising out of or as a result of the conversion;
	 
	 	(ii)	 	if the amount received by that Finance Party, when converted into the Contractual Currency at
a market rate in the usual course of its business, is less than the amount owed in the
Contractual Currency, the Obligor concerned shall forthwith on demand pay to that Finance
Party an amount in the Contractual Currency equal to the deficit (provided that if the amount
received by the Finance Party following such conversion is greater than the amount owed, the
Finance Party shall pay to such Obligor an amount equal to the excess); and
	 
	 	(iii)	 	the Obligor shall pay to the Finance Party concerned on demand any exchange costs and taxes
payable in connection with any such conversion.






	(b)	 	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the
Finance Documents in a currency other than that in which it is expressed to be payable.
	 
	23.2	 	Other indemnities
	 
	 	 	Vodafone shall forthwith on demand indemnify each Finance Party against any loss or
liability which that Finance Party incurs as a consequence of:






	 	(a)	 	the occurrence of any Default; or
	 
	 	(b)	 	the operation of Clause 18.16 (Acceleration); or
	 
	 	(c)	 	any payment of principal or an Overdue Amount being received from any source otherwise than
in the case of Revolving Credit Advances or Swingline Advances on its Maturity Date (and, for
the purposes of this paragraph (c), the Maturity Date of an Overdue Amount is the last day of
each Designated Term; or
	 
	 	(d)	 	a Default or an action or omission by an Obligor resulting in an Advance not being disbursed
after a Borrower has delivered a Request for that Advance.






	 	 	Vodafone’s liability in each case includes any loss or expense, (excluding loss of Margin)
in respect or on account of funds borrowed, contracted for or utilised to fund any amount
payable under any Finance Document, any amount repaid or prepaid or any Advance.
	 
	23.3	 	Breakage costs
	 
	 	 	If a Finance Party receives or recovers any payment of principal of an Advance or of an
Overdue Amount other than on its Maturity Date or, as the case may be, the last day of the
Designated Term for the purposes of calculation of the amount payable by Vodafone
under sub-clause (c) of Clause 23.2 (Other indemnities) in respect of the amount so
received or recovered, that Finance Party shall calculate:






	 	(a)	 	the additional interest (excluding the Margin) which would have been payable on the principal
so received or recovered had it been received or recovered on the relevant Maturity Date or,
as the case may be, the last day of the Designated Term; and
	 
	 	(b)	 	the amount of interest which would have been payable to that Finance Party on the relevant
Maturity Date or, as the case may be, the last day of the Designated Term concerned in respect
of a deposit by that Finance Party in the currency of the amount received or recovered placed
with a prime bank in London earning interest from (and




69









 






	 	 	 	including) the earliest Business Day for placing deposits in such currency following
receipt of that amount up to (but excluding) the relevant Maturity Date or, as the case may
be, the last day of the applicable Designated Term,






	 	 	and if the amount payable under paragraph (a) above is greater than the amount payable under paragraph (b), Vodafone will,
forthwith on receipt of a demand from the relevant Finance Party pursuant to sub-clause (c)
of Clause 23.2 (Other indemnities), pay to that Finance Party an amount equal to the
difference between the amount payable under (a) and (b) above.
	 
	24.	 	EVIDENCE AND CALCULATIONS
	 
	24.1	 	Accounts
	 
	 	 	Accounts maintained by a Finance Party in connection with this Agreement are prima facie
evidence of the matters to which they relate (except in a case of manifest error).
	 
	24.2	 	Certificates and determinations
	 
	 	 	Any certification or determination by a Finance Party of a rate or amount under this
Agreement is, in the absence of manifest error, prima facie evidence of the matters to
which it relates.
	 
	24.3	 	Calculations
	 
	 	 	Interest and the fees payable under Clause 20.1 (Commitment fee) accrue from day to day and
are calculated on the basis of the actual number of days elapsed and a year of 360 days,
or, in the case of interest at the Swingline Rate or any interest payable in an amount
denominated in Sterling, 365 days.
	 
	25.	 	AMENDMENTS AND WAIVERS
	 
	25.1	 	Procedure
	 
	(a)	 	Subject to Clause 25.2 (Exceptions) and Clause 25.3 (NewTopco), any term of the Finance
Documents may be amended or waived with the agreement of Vodafone and the Majority Lenders.
The Agent may effect, on behalf of the Lenders, an amendment to which the Majority Lenders
have agreed.
	 
	(b)	 	The Agent shall promptly notify the other Parties of any amendment or waiver effected under
paragraph (a) above, and any such amendment or waiver shall be binding on all the Parties.
	 
	25.2	 	Exceptions
	 
	 	 	An amendment or waiver which relates to:






	 	(a)	 	the definition of “Majority Lenders” in Clause 1.1 (Definitions); or
	 
	 	(b)	 	an extension of the date for, or a decrease in an amount or a change in the currency of, any
payment under the Finance Documents; or
	 
	 	(c)	 	an increase in or extension of a Lender’s Commitment or a change to the Margin; or
	 
	 	(d)	 	a change in the guarantee under Clause 14 (Guarantee) otherwise than in accordance with
Clause 26.5 (Additional Guarantors) or Clause 14.9 (Removal of Guarantors); or





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	 	(e)	 	a term of a Finance Document which expressly requires the consent of each Lender;
or
	 
	 	(f)	 	Clause 29 (Pro Rata Sharing) or this Clause 25; or
	 
	 	(g)	 	any Term exceeding six months,






	 	 	may not be effected without the consent of each Lender. Any amendment or waiver which
changes, or relates to the rights and/or obligations of the Agent or U.S. Swingline Agent
shall also require the Agent’s or the U.S. Swingline Agent’s (as applicable) agreement.
	 
	25.3	 	NewTopco
	 
	 	 	Any amendment substituting a reference to Vodafone with a reference to NewTopco:






	 	(a)	 	to any procedural or administrative provision of this Agreement; or
	 
	 	(b)	 	which puts the Parties in substantially the same position as applied prior to the
Hive Up,
	 
	 	may be effected by agreement between NewTopco and the Agent.






	25.4	 	Waivers and remedies cumulative
	 
	 	 	The rights of each Party under the Finance Documents:






	 	(a)	 	may be exercised as often as necessary;
	 
	 	(b)	 	are cumulative and not exclusive of its rights under the general law; and
	 
	 	(c)	 	may be waived only in writing and specifically.






	 	 	Delay in exercising or non-exercise of any such right is not a waiver of that right.
	 
	26.	 	CHANGES TO THE PARTIES
	 
	26.1	 	Transfers by Obligors
	 
	(a)	 	No Obligor may assign, transfer, novate or dispose of any of, or any interest in,
its rights and/or obligations under this Agreement provided that without any further
consent from the Lenders or the Agent it may, subject to Clause 26.1(b) below and
provided that no Default is continuing or would result from any such transfer, transfer
its rights and obligations under this Agreement to NewTopco or any Intermediate Holding
Company and NewTopco or the Intermediate Holding Company will execute a document, or
documents, in favour of the Lenders in form
and substance the same as this Agreement, with references to such Obligor in this
Agreement amended to mean NewTopco or such Intermediate Holding Company (as
applicable), provided that if such transfer is to an Intermediate Holding Company, the
Agent may, within 30 days of receipt of notification of such transfer, require NewTopco
to accede as a Guarantor. The Agent shall (and is hereby authorised to) execute on
behalf of the Finance
Parties any such document or documents executed by NewTopco or the Intermediate Holding
Company provided that the conditions set out in this Clause 26.1 are satisfied.
	 
	(b)	 	The transfer of rights and obligations under this Agreement to NewTopco or any
Intermediate Holding Company shall not require the consent of the Lenders or the Agent
provided that NewTopco or the Intermediate Holding Company, as applicable, is
incorporated and tax




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	 	 	resident in the United Kingdom or in the United States and prior to such transfer Vodafone
provides satisfactory evidence to the Agent that it is tax resident in one of those
jurisdictions. The prior written consent of the Majority Lenders shall be required in
relation to the transfer of rights and obligations to a NewTopco or an Intermediate Holding
Company incorporated elsewhere.
	 
	26.2	 	Transfers by Lenders
	 
	(a)	 	A Lender (the “Existing Lender”) may at any time assign, transfer or novate any of its rights
and/or obligations under this Agreement to another bank or financial institution (the “New
Lender”) provided that:






	 	(i)	 	Subject to paragraph (b) below Vodafone (or following a Hive Up NewTopco) has,
except in the case of an assignment, transfer or novation to an Affiliate, given its
prior written consent (in the case of a transfer to a financial institution, such
consent to be in its absolute discretion and, in the case of a transfer to a bank, such
consent not to be unreasonably withheld or delayed);
	 
	 	(ii)	 	in the case of a partial assignment, transfer or novation of rights and/or
obligations, a minimum amount of U.S.$10,000,000 in aggregate and in multiples of
U.S.$1,000,000 (unless to an Affiliate or to a Lender or the Agent agrees otherwise)
must be assigned, transferred or novated; and
	 
	 	(iii)	 	in the case of an assignment, transfer or novation by a Swingline Lender, a
portion of that Swingline Lender’s Swingline Commitment must also be assigned,
transferred or novated to the extent necessary (if at all) to ensure that the Swingline
Lender’s Swingline Commitment does not exceed its Commitment after the assignment,
transfer or novation.






	(b)	 	Vodafone must respond to a request for its consent to a transfer made under paragraph (a)(i)
above as soon as is reasonably practicable and, in any event, no later than 15 Business Days
after the day on which it received the request, or Vodafone will be deemed to have given its
consent to the transfer.
	 
	(c)	 	A transfer of obligations will be effective only if either:






	 	(i)	 	the obligations are novated in accordance with Clause 26.4 (Procedure for
novations); or
	 
	 	(ii)	 	the New Lender gives prior written notice to Vodafone and, except in the case of
an assignment, transfer or novation to an Affiliate, obtains the consent of Vodafone in
accordance with Clause 26.2(a)(i) above and confirms to the Agent and Vodafone that it
undertakes to be bound by the terms of this Agreement as a Lender in form and substance
satisfactory to the Agent. On the transfer becoming effective in this manner the
Existing Lender shall be relieved of its obligations under this Agreement to the extent
that they are transferred to the New Lender; and
	 
	 	(iii)	 	the Agent has performed all
“know your customer” or other checks relating to any person that it is required to
carry out in relation to such assignment to a New Lender, the completion of which the
Agent shall promptly notify to the Existing Lender and the New Lender.






	(d)	 	Nothing in this Agreement restricts the ability of a Lender to sub-contract an obligation if
that Lender remains liable under this Agreement for that obligation.




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	(e)	 	On each occasion an Existing Lender assigns, transfers or novates any of its rights and/or
obligations under this Agreement (other than to an Affiliate), the New Lender shall, on the
date the assignment, transfer and/or novation takes effect, pay to the Agent for its own
account a fee of £1,000.
	 
	(f)	 	An Existing Lender is not responsible to a New Lender for:






	 	(i)	 	the execution, genuineness, validity, enforceability or sufficiency of any
Finance Document or any other document; or
	 
	 	(ii)	 	the collectability of amounts payable under any Finance Document; or
	 
	 	(iii)	 	the accuracy of any statements (whether written or oral) made in connection with
any Finance Document.






	(g)	 	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:






	 	(i)	 	has made 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
	 
	 	(ii)	 	will continue to make its own independent appraisal of the creditworthiness of
each Obligor and its related entities while any amount is or may be outstanding under
this Agreement or any Commitment is in force.






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






	 	(i)	 	accept a re transfer from a New Lender of any of the rights and/or obligations
assigned, transferred or novated under this Clause 26; or
	 
	 	(ii)	 	support any losses incurred by the New Lender by reason of the non-performance by
any Obligor of its obligations under this Agreement or otherwise.






	(i)	 	Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no
amount is or may be owed to or by it under this Agreement and its Commitment has been
cancelled or reduced to nil.
	 
	(j)	 	If any assignment, transfer or novation results either:






	 	(i)	 	at the time of the assignment, transfer or novation; or
	 
	 	(ii)	 	at any future time where the additional amount was caused as a result of laws
and/or regulations in force at the date of the assignment, transfer or novation,






	 	 	in additional amounts becoming due under Clause 10 (Taxes) or amounts becoming due
under Clause 12 (Increased Costs), the New Lender shall be entitled to receive such
additional amounts only to the extent that the Existing Lender would have been so
entitled had there been no such assignment, transfer or novation.
	 
	26.3	 	Affiliates of Lenders
	 
	(a)	 	Each Lender may fulfil its obligations in respect of any Advance through an Affiliate if:





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	 	(i)	 	the relevant Affiliate is specified in this Agreement as a Lender or becomes a
Lender by means of a Novation Certificate in accordance with this Agreement and subject
to any consent required under Clause 26.2 (Transfers by Lenders); and
	 
	 	(ii)	 	the Advances in which that Affiliate will participate are specified in this
Agreement or in a notice given by that Lender to the Facility Agent.






	 	 	In this event, the Lender and the Affiliate will participate in Advances in the manner
provided for in sub-paragraph (ii) above.
	 
	(b)	 	If paragraph (a) above applies, the Lender and its Affiliate will be treated as having a
single Commitment and a single vote, but, for all other purposes, will be treated as separate
Lenders.
	 
	26.4	 	Procedure for novations
	 
	(a)	 	A novation is effected if:






	 	(i)	 	the Existing Lender and the New Lender deliver to the Agent a duly completed
certificate (a “Novation Certificate”), substantially in the form of Part 1 of Schedule
5, with such amendments as the Agent approves to achieve a substantially similar effect
(which may be delivered by fax and confirmed by delivery of a hard copy original but the
fax will be effective irrespective of whether confirmation is received); and
	 
	 	(ii)	 	the Agent executes it (as soon as practicable for it to do so).






	(b)	 	Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the
Agent to execute any duly completed Novation Certificate on its behalf.
	 
	(c)	 	To the extent that they are expressed to be the subject of the novation in the Novation
Certificate:






	 	(i)	 	the Existing Lender and the other Parties (the “Existing Parties”) will be
released from their obligations to each other (the “Discharged Obligations”);
	 
	 	(ii)	 	the New Lender and the Existing Parties will assume obligations towards each
other which differ from the Discharged Obligations only insofar as they are owed to or
assumed by the New Lender instead of the
Existing Lender;
	 
	 	(iii)	 	the rights of the Existing Lender against the Existing Parties and vice versa
(the “Discharged Rights”) will be cancelled; and
	 
	 	(iv)	 	the New Lender and the Existing Parties will acquire rights against each other
which differ from the Discharged Rights only insofar as they are exercisable by or
against the New Lender instead of the Existing Lender,






	 	 	all on the date of execution of
the Novation Certificate by the Agent or, if later, the date specified in the Novation
Certificate.
	 
	(d)	 	If the effective date of a novation is after the date a Request is received by
the Agent but before the date the requested Advance is disbursed to the relevant
Borrower, the Existing Lender shall be obliged to participate in that Advance in respect
of its Discharged Obligations notwithstanding that novation, and the New Lender shall
reimburse the Existing Lender for its participation in that Advance and all interest and
fees thereon up to the date of reimbursement




74









 






	 	 	(in each case to the extent attributable to the Discharged Obligations) within three
Business Days of the Drawdown Date of that Advance.
	 
	(e)	 	The Agent shall only be obliged to execute a Novation Certificate delivered to it by the
Existing Lender and the New Lender once it is satisfied it has complied with all necessary
“know your customer” or other similar checks under all applicable laws and regulations in
relation to the transfer to such New Lender.
	 
	26.5	 	Additional Guarantors






	(a)	(i)	 	Vodafone will procure that NewTopco and any Intermediate Holding Company of
Vodafone will become an Additional Guarantor on or before the Reorganisation Date by
executing and delivering the documents set out in paragraph (iii) below on or before the
Reorganisation Date.
	 
	 	(ii)	 	Subject to Vodafone’s prior written consent, any other member of the Group may
become an Additional Guarantor.
	 
	 	(iii)	 	The relevant company will become an Additional Guarantor upon:






	 	(A)	 	the delivery to the Agent of a Guarantor Accession Agreement duly executed by
that company; and
	 
	 	(B)	 	delivery to the Agent of all those other documents listed in Part 2 of Schedule
2, in each case in the agreed form or in such other form and substance satisfactory
to the Agent.






	(b)	 	The execution of a Guarantor Accession Agreement constitutes confirmation by the Additional
Guarantor concerned that the representations and warranties set out in Clauses 15.1
(Representations and Warranties) to 15.6 (Authorisations) to be made by it on the date of the
Guarantor Accession Agreement are correct, as if made with reference to the facts and
circumstances then existing.
	 
	26.6	 	Additional Borrowers






	(a)	(i)	 	Any member of the Restricted Group, or following a Hive Up (and subject to the
proviso below), NewTopco or any Intermediate Holding Company incorporated and tax
resident in the United Kingdom or in the United States or, subject to the prior written
consent of the Majority Lenders, elsewhere which Vodafone nominates may become an
Additional Borrower, provided that on or prior to the date on which NewTopco or any
Intermediate Holding Company accedes as an Additional Borrower it also accedes as an
Additional Guarantor.
	 
	 	(ii)	 	The relevant member of the Restricted Group will become an Additional Borrower
upon:






	 	(A)	 	the delivery to the Agent of a Borrower Accession Agreement duly executed by
that member of the Restricted Group; and
	 
	 	(B)	 	delivery to the Agent of all those other documents listed in Part 3 of Schedule
2, in each case in the agreed form or in such other form and substance satisfactory
to the Agent.





75









 






	(b)	 	The execution of a Borrower Accession Agreement constitutes confirmation by the Additional
Borrower concerned that the representations and warranties set out in Clauses 15.1
(Representations and warranties) to 15.6 (Authorisations) to be made by it on the date of the
Borrower Accession Agreement are correct, as if made with reference to the facts and
circumstances then existing.
	 
	26.7	 	Removal of Borrowers
	 
	(a)	 	Any Borrower (other than Vodafone (subject to Clause 26.7(b) below) or, if applicable,
NewTopco) which has no liabilities to the Finance Parties in respect of outstanding Advances
or any other liabilities to the Finance Parties under the Finance Documents (other than as a
Guarantor) may, at the request of Vodafone and if no Default is outstanding, cease to be a
Borrower by entering into a supplemental agreement to this Agreement at the cost of Vodafone
in such form as the Agent may reasonably require which shall discharge that Borrowers’
obligations as a Borrower under this Agreement.
	 
	(b)	 	If on the Reorganisation Date:






	 	(i)	 	NewTopco and any Intermediate Holding Company has acceded as a Guarantor in
accordance with Clause 26.5 (Additional Guarantors);
	 
	 	(ii)	 	Vodafone has no liabilities to the Finance Parties in respect of outstanding
Advances or any other liabilities to the Finance Parties under the Finance Documents
(other than as a Guarantor); and
	 
	 	(iii)	 	no Default is continuing,






	 	 	Vodafone may cease to be a Borrower with effect from
the Reorganisation Date by entering into a supplemental agreement to this Agreement at
the cost of Vodafone or NewTopco in such form as the Agent may reasonably require which
shall discharge Vodafone’s obligations as a Borrower under this Agreement.
	 
	26.8	 	Reference Banks
	 
	 	 	If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an
Affiliate) ceases to be a Lender, the Agent shall (in consultation with Vodafone) appoint
another Lender or an Affiliate of a Lender which is not a Reference Bank to replace that
Reference Bank.
	 
	26.9	 	Register
	 
	 	 	The Agent shall keep a register of all the Parties including in the case of Lenders the
details of their Facility Office notified to the Agent from time to time, and shall supply
any other Party (at that Party’s expense) with a copy of the register on request.
	 
	27.	 	DISCLOSURE OF INFORMATION
	 
	(a)	 	A Lender may disclose to any of its Affiliates or any person with whom it is proposing to
enter, or has entered into, any kind of transfer, participation or other agreement in relation
to this Agreement:






	 	(i)	 	a copy of any Finance Document; and




76









 






	 	(ii)	 	any information which that Lender has acquired under or in connection with any






	 	 	Finance Document, provided that a Lender shall not disclose any such information to a person
other than one of its Affiliates unless that person has provided to that Lender a
confidentiality undertaking addressed to that Lender and Vodafone substantially in the
form of Schedule 6 or such other form as Vodafone may approve.
	 
	(b)	 	Paragraphs1(a), 1(c), 2(b), 3, 6, 8, 9 and 12 of Schedule 6 (Form of Confidentiality
Undertaking from New Lender) shall be deemed to be incorporated herein as if set out in full
(mutatis mutandis), but as if references therein to “we” were to each Finance Party and
references to “you” were to Vodafone.
	 
	28.	 	SET-OFF
	 
	28.1	 	Contractual set-off
	 
	 	 	Whilst an Event of Default subsists each Obligor authorises each Finance Party to apply any
credit balance to which that Obligor is entitled on any account of that Obligor with that
Finance Party in satisfaction of any sum due and payable from that Obligor to that Finance
Party under the Finance Documents but unpaid. For this purpose, each Finance Party is
authorised to purchase with the moneys standing to the credit of any such account such
other currencies as may be necessary to effect such application.
	 
	28.2	 	Set-off not mandatory
	 
	 	 	No Finance Party shall be obliged to exercise any right given to it by Clause 28.1
(Contractual set-off).
	 
	28.3	 	Notice of set-off
	 
	 	 	Any Finance Party exercising its rights under Clause 28.1 (Contractual set-off) shall
notify Vodafone promptly after set-off is applied.
	 
	29.	 	PRO RATA SHARING
	 
	29.1	 	Redistribution
	 
	 	 	If any amount owing by an Obligor under any Finance Document to a Finance Party (the
“Recovering Finance Party”) is discharged by payment, set-off or any other manner other
than through the Agent in accordance with Clause 9 (Payments) (a “Recovery”), then:






	 	(a)	 	the Recovering Finance Party shall, within three Business Days, notify details of
the Recovery to the Agent;
	 
	 	(b)	 	the Agent shall determine whether the Recovery is in excess of the amount which
the Recovering Finance Party would have received had the Recovery been received by the
Agent and distributed in accordance with Clause 9 (Payments);
	 
	 	(c)	 	subject to Clause 29.3 (Exceptions), the Recovering Finance Party shall, within
three Business Days of demand by the Agent, pay to the Agent an amount (the
“Redistribution”) equal to the excess;




77









 






	 	(d)	 	the Agent shall treat the Redistribution as if it were a payment by the Obligor
concerned under Clause 9 (Payments) and shall pay the Redistribution to the Finance
Parties (other than the Recovering Finance Party) in accordance with Clause 9.7 (Partial
payments); and
	 
	 	(e)	 	after payment of the full Redistribution, the Recovering Finance Party will be
subrogated to the portion of the claims paid under paragraph (d) above, and that Obligor
will owe the Recovering Finance Party a debt which is equal to the Redistribution,
immediately payable and of the type originally discharged.






	29.2	 	Reversal of redistribution
	 
	 	 	If under Clause 29.1 (Redistribution):






	 	(a)	 	a Recovering Finance Party must subsequently return a Recovery, or an amount
measured by reference to a Recovery, to an Obligor; and
	 
	 	(b)	 	the Recovering Finance Party has paid a Redistribution in relation to that
Recovery,






	 	 	each Finance Party shall, within three Business Days of demand by the
Recovering Finance Party through the Agent, reimburse the Recovering Finance Party all
or the appropriate portion of the Redistribution paid to that Finance Party. Thereupon
the subrogation in Clause 29.1(e) (Redistribution) will operate in reverse to the extent
of the reimbursement.
	 
	29.3	 	Exceptions
	 
	(a)	 	A Recovering Finance Party need not pay a Redistribution to the extent that it would not,
after the payment, have a valid claim against the Obligor concerned in the amount of the
Redistribution pursuant to Clause 29.1(e) (Redistribution).
	 
	(b)	 	A Recovering Finance Party is not obliged to share with any other Finance Party any amount
which the Recovering Finance Party has received or recovered as a result of taking legal
proceedings, if the other Finance Party had an opportunity to participate in those legal
proceedings but did not do so and did not take separate legal proceedings.
	 
	30.	 	SEVERABILITY
	 
	 	 	If a provision of any Finance Document is or becomes illegal, invalid or unenforceable in
any jurisdiction, that shall not affect:






	 	(a)	 	the legality, validity or enforceability in that jurisdiction of any other
provision of the Finance Documents; or
	 
	 	(b)	 	the legality, validity or enforceability in other jurisdictions of that or any
other provision of the Finance Documents.






	31.	 	COUNTERPARTS
	 
	 	 	This Agreement 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 Agreement.





78









 






	32.	 	NOTICES
	 
	32.1	 	Giving of notices
	 
	(a)	 	All notices or other communications under or in connection with this Agreement shall be given
in writing or by facsimile. Any such notice will be deemed to be given as follows:






	 	(i)	 	if in writing, when delivered; and
	 
	 	(ii)	 	if by facsimile, when received.






	 	 	However, a notice given in accordance with the above but received on a non-working day or
after business hours in the place of receipt will only be deemed to be given on the next
working day in that place.
	 
	(b)	 	Any Party may agree with any other Party to give and receive notices by telex in which case
the notice will be deemed given when the correct answerback is received.
	 
	32.2	 	Addresses for notices
	 
	(a)	 	The address and facsimile number of each Party (other than the Agent, the U.S. Swingline
Agent and Vodafone) for all notices under or in connection with this Agreement are:






	 	(i)	 	that notified by that Party for this purpose to the Agent on or before it becomes
a Party; or
	 
	 	(ii)	 	any other notified by that Party for this purpose to the Agent by not less than
five Business Days’ notice.






	(b)	 	The address and facsimile numbers of the Agent are:
	 
	 	 	The Royal Bank of Scotland plc

135 Bishopsgate

London 

EC2M 3UR
	 
	 	 	Contact:     Loans Admin Unit, Caroline Wiseman

Telephone:     020 7672 7452

Facsimile:     020 7615 7673
	 
	 	 	or such other as the Agent may notify to the other Parties by not less than five Business
Days’ notice.






	(c)	 	The address and facsimile numbers of the U.S. Swingline Agent are:
	 
	 	 	The Royal Bank of Scotland plc

10th Floor, 101 Park Avenue

New York, USA

10178
	 
	 	 	Contact:     Loans Admin Unit, Claudia Ramirez

Telephone:     001 203 971 7646

Facsimile:     001 212 401 1494




79









 






	 	 	or such other as the U.S. Swingline Agent may notify to the other Parties by not less than
five Business Days’ notice.






	(d)	 	The addresses and facsimile numbers of Vodafone are:
	 
	 	 	Vodafone Group Plc

Vodafone House 

The Connection 

Newbury RG14 2FN
	 
	 	 	Contact:      Group Treasurer

Telephone:  01635 676148

Facsimile:    01635 676 746   
	 
	 	 	or such other as Vodafone may notify to the other Parties by not less than five Business
Days’ notice.
	 
	(e)	 	The Agent shall, promptly upon request from any Party, give to that Party the address or
facsimile number of any other Party applicable at the time for the purposes of this Clause 32.
	 
	33.	 	LANGUAGE
	 
	(a)	 	Any notice given under or in connection with any Finance Document shall be in English.
	 
	(b)	 	All other documents provided under or in connection with any Finance Document shall be:






	 	(i)	 	in English; or
	 
	 	(ii)	 	if not in English, accompanied by a certified English translation and, in this case, the
English translation shall prevail unless the document is a statutory or other official document.






	34.	 	JURISDICTION
	 
	34.1	 	Submission
	 
	 	 	For the benefit of each Finance Party, each Obligor agrees that the courts of England have
jurisdiction to settle any disputes in connection with any Finance Document and accordingly
submits to the jurisdiction of the English courts.
	 
	34.2	 	Service of process
	 
	 	 	Without prejudice to any other mode of service, each Obligor (other than an Obligor
incorporated in England and Wales):






	 	(a)	 	irrevocably appoints Vodafone as its agent for service of process relating to any
proceedings before the English courts in connection with any Finance Document (and Vodafone
accepts this appointment);
	 
	 	(b)	 	agrees that failure by a process agent to notify the relevant Obligor of the process
will not invalidate the proceedings concerned;
	 
	 	(c)	 	consents to the service of process relating to any such proceedings by prepaid posting
of a copy of the process to its address for the time being applying under Clause 32.2
(Addresses for notices); and




80









 






	 	(d)	 	agrees that if the appointment of any person mentioned in paragraph (a) or (b) above
ceases to be effective, the relevant Obligor shall immediately appoint a further person in
England to accept service of process on its behalf in England and, failing such appointment
within 15 days, the Agent is entitled to appoint such a person by notice to Vodafone.






	34.3	 	Forum convenience and enforcement abroad
	 
	 	 	Each Obligor:






	 	(a)	 	waives objection to the English courts on grounds of inconvenient forum or otherwise as
regards proceedings in connection with a Finance Document; and
	 
	 	(b)	 	agrees that a judgment or order of an English court in connection with a Finance
Document is conclusive and binding on it and may be enforced against it in the courts of
any other jurisdiction.






	34.4	 	Non-exclusivity
	 
	 	 	Nothing in this Clause 34 limits the right of a Finance Party to bring proceedings against
an Obligor in connection with any Finance Document:






	 	(a)	 	in any other court of competent jurisdiction; or
	 
	 	(b)	 	concurrently in more than one jurisdiction.






	35.	 	GOVERNING LAW
	 
	 	 	This Agreement is governed by English law.




THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.




81









 





SCHEDULE 1




LENDERS AND COMMITMENTS




PART 1




LENDERS AND COMMITMENTS




Commitments

U.S.$




	 	 	 
	 	 	Commitment
	Original Lender	 	(U.S.$)
	Banco Bilbao Vizcaya Argentaria S.A., London Branch
	 	200,000,000
	Banco Santander, S.A., London Branch
	 	200,000,000
	Barclays Bank PLC
	 	200,000,000
	Bayerische Hypo-und Vereinsbank AG
	 	200,000,000
	BNP Paribas, London Branch
	 	200,000,000
	Caja de Ahorros Y Monte de Piedad de Madrid
	 	200,000,000
	Citibank, N.A.
	 	200,000,000
	Commerzbank International S.A
	 	200,000,000
	Deutsche Bank AG London Branch
	 	200,000,000
	HSBC Bank plc
	 	200,000,000
	Intesa Sanpaolo S.p.A.
	 	200,000,000
	JPMorgan Chase Bank N.A.
	 	200,000,000
	Lehman Commercial Paper Inc., UK Branch
	 	200,000,000
	Lloyds TSB Bank Plc
	 	200,000,000
	Merrill Lynch International Bank Limited
	 	200,000,000
	Morgan Stanley Bank and Morgan Stanley Senior Funding, Inc.
	 	200,000,000
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	 	200,000,000
	The Royal Bank of Scotland plc
	 	200,000,000
	UBS AG, London Branch
	 	200,000,000






82









 





	 	 	 
	Original Lender	 	Commitment
	William Street Commitment Corporation
	 	200,000,000
	Standard Chartered Bank
	 	105,000,000
	TD Bank Europe Limited
	 	105,000,000
	The Bank of New York, Mellon
	 	105,000,000
	Total
	 	4,315,000,000






83









 





PART 2




SWINGLINE LENDERS AND SWINGLINE COMMITMENTS




	 	 	 
	 	 	Swingline Commitments
	Swingline Lender	 	U.S.$
	Banco Bilbao Vizcaya Argentaria S.A. (New York Branch)
	 	200,000,000

	Barclays Bank PLC
	 	200,000,000

	BNP Paribas, New York Branch
	 	200,000,000

	Citibank, N.A.
	 	200,000,000

	Commerzbank Aktiengesellschaft, New York Branch
	 	200,000,000

	Deutsche Bank AG New York
	 	200,000,000

	HSBC Bank plc
	 	200,000,000

	JPMorgan Chase Bank, N.A.
	 	200,000,000

	Lloyds TSB Bank plc
	 	200,000,000

	The Royal Bank of Scotland plc (New York Branch)
	 	200,000,000

	UBS Loan Finance LLC
	 	200,000,000

	Total
	 	2,200,000,000






84









 





PART 3




MANDATED LEAD ARRANGERS




Banco Bilbao Vizcaya Argentaria S.A., London Branch

Banco Santander, S.A., London Branch

Barclays Capital

Bayerische Hypo-und Vereinsbank AG

BNP Paribas, London Branch

Caja de Ahorros Y Monte De Piedad De Madrid

Citigroup Global Markets Limited

Commerzbank International S.A.

Deutsche Bank AG London Branch

HSBC Bank plc

Intesa Sanpaolo S.p.A.

J.P. Morgan Plc

Lehman Commercial Paper Inc., UK Branch

Lloyds TSB Bank plc

Merrill Lynch International Bank Limited

Morgan Stanley Bank International Limited

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

The Royal Bank of Scotland plc

UBS Limited

William Street Commitment Corporation




85









 





PART 4




CO-ARRANGERS




Standard Chartered Bank

TD Bank Europe Limited

The Bank of New York Mellon




86









 





SCHEDULE 2




CONDITIONS PRECEDENT DOCUMENTS




PART 1




TO BE DELIVERED BEFORE THE FIRST ADVANCE





	1.	 	Constitutional documents
	 
	 	 	A copy of the memorandum and articles of association and certificate of incorporation of
Vodafone.
	 
	2.	 	Authorisations
	 
	(a)	 	A copy of a resolution of the board of directors of Vodafone or, if applicable, of a committee
of the board of directors (together with a copy of the resolution of the board of directors
constituting that committee):






	 	(i)	 	approving the terms of, and the transactions contemplated by, this Agreement and the Fee
Letters and resolving that it execute and, where applicable, deliver this Agreement and the Fee
Letters;
	 
	 	(ii)	 	authorising a specified person or persons to execute and, where applicable, deliver
this Agreement and the Fee Letters on its behalf; and
	 
	 	(iii)	 	authorising a specified person or persons, on its behalf, to sign and/or despatch all
documents and notices (including Requests) to be signed and/or despatched by it under or in
connection with the Finance Documents;






	(b)	 	a specimen of the signature of each person authorised by the resolution referred to in
paragraph (a) above;
	 
	(c)	 	a certificate of an authorised signatory of Vodafone confirming that as at the first
Drawdown Date the borrowing of the Total Commitments in full and the borrowing of the Total
Commitments under (and as defined in) the 2012 Facility in full would not together
cause any borrowing limit or limit on the giving of guarantees binding on it to be exceeded
(whether as a result of such limit having been waived or otherwise);
	 
	(d)	 	a certificate of an authorised signatory of Vodafone certifying that each copy document
specified in this Part 1 of Schedule 2 and supplied by Vodafone is correct, complete and in full
force and effect as at a date no earlier than the Signing Date.
	 
	3.	 	Legal opinions
	 
	 	 	A legal opinion of Allen & Overy LLP, English law counsel to the Agent, in relation to
English law.
	 
	4.	 	Fee Letter
	 
	 	 	Duly executed Fee Letters referred to in paragraphs (a) and (b) of the definition of Fee
Letters.





87









 





PART 2




TO BE DELIVERED BY AN ADDITIONAL GUARANTOR





	1.	 	A Guarantor Accession Agreement, duly executed (if appropriate, under seal) by the Additional
Guarantor.
	 
	2.	 	A copy of the memorandum and articles of association and certificate of incorporation (or
other equivalent constitutional documents) of the Additional Guarantor.
	 
	3.	 	A copy of a resolution of the board of directors of the Additional Guarantor:






	 	(a)	 	approving the terms of, and the transactions contemplated by, the Guarantor Accession
Agreement and resolving that it execute the Guarantor Accession Agreement as a deed;
	 
	 	(b)	 	authorising a specified person or persons to execute the Guarantor Accession Agreement
as a deed; and
	 
	 	(c)	 	authorising a specified person or persons, on its behalf, to sign and/or despatch all
documents to be signed and/or despatched by it under or in connection with this Agreement.






	4.	 	If the Additional Guarantor is not NewTopco and the lawyers referred to in paragraph 10 below
advise it to be necessary or desirable, a copy of a resolution, signed by all the holders of
the issued or allotted shares in the Additional Guarantor, approving the terms of, and the
transactions contemplated by, the Guarantor Accession Agreement.
	 
	5.	 	If the Additional Guarantor is not NewTopco, a copy of a resolution of the board of directors
of each corporate shareholder in the Additional Guarantor:






	 	(a)	 	approving the terms of the resolution referred to in paragraph 4 above; and
	 
	 	(b)	 	authorising a specified person or persons to sign the resolution on its behalf.






	6.	 	A certificate of a director of the Additional Guarantor certifying that the borrowing of the
Total Commitments in full and the borrowing of the Total Commitments under (and as defined in)
the 2012 Facility in full would not together cause any borrowing limit or limit on the giving
of guarantees binding on it to be exceeded (whether as a result of such limit being waived or
otherwise).
	 
	7.	 	A copy of any other authorisation or other document, opinion or assurance which the Agent
considers to be necessary or desirable in connection with the entry into and performance of,
and the transactions contemplated by, the Guarantor Accession Agreement or for the validity
and enforceability of any Finance Document.
	 
	8.	 	A specimen of the signature of each person authorised by the resolutions referred to in
paragraphs 3 and, if applicable, 5 above.
	 
	9.	 	A copy of the latest annual statutory audited accounts of the Additional Guarantor.





88









 






	10.	 	A legal opinion of Allen & Overy, legal advisers to the Agent, and, if applicable, other
lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed
to the Finance Parties.
	 
	11.	 	A certificate of an authorised signatory of the Additional Guarantor certifying that each copy
document specified in this Part 2 of Schedule 2 is correct, complete and in full force and effect
as at a date no earlier than the date of the Guarantor Accession Agreement.





89









 





PART 3




TO BE DELIVERED BY AN ADDITIONAL BORROWER





	1.	 	A Borrower Accession Agreement, duly executed (if appropriate, under seal) by the Additional
Borrower.
	 
	2.	 	A copy of the memorandum and articles of association and certificate of incorporation (or
other equivalent constitutional documents) of the Additional Borrower.
	 
	3.	 	A copy of a resolution of the board of directors of the Additional Borrower:






	 	(a)	 	approving the terms of, and the transactions contemplated by, the Borrower Accession
Agreement and resolving that it execute the Borrower Accession Agreement;
	 
	 	(b)	 	authorising a specified person or persons to execute the Borrower Accession Agreement;
and
	 
	 	(c)	 	authorising a specified person or persons, on its behalf, to sign and/or despatch all
documents to be signed and/or despatched by it under or in connection with this Agreement.






	4.	 	A certificate of a director of the Additional Borrower certifying that the borrowing of the
Total Commitments in full and the borrowing of the Total Commitments under (and as defined in)
the 2012 Facility in full would not together cause any borrowing limit or limit on the giving
of guarantees binding on it to be exceeded (whether as a result of such limit being waived or
otherwise).
	 
	5.	 	A copy of any other authorisation or other document, opinion or assurance which the Agent
considers to be necessary or desirable in connection with the entry
into and performance of, and the transactions contemplated by, the Borrower Accession Agreement or
for the validity and enforceability of any Finance Document.
	 
	6.	 	A specimen of the signature of each person authorised by the resolutions referred to in
paragraph 3 above.
	 
	7.	 	A copy of the latest annual statutory audited accounts of the Additional Borrower (if any).
	 
	8.	 	A legal opinion of Allen & Overy, legal advisers to the Agent, and, if applicable, other
lawyers approved by the Agent in the place of incorporation of the Additional Borrower
addressed to the Finance Parties.
	 
	9.	 	A certificate of an authorised signatory of the Additional Borrower certifying that each copy
document specified in this Part 3 of Schedule 2 is correct, complete and in full force and
effect as at a date no earlier than the date of the Borrower Accession Agreement.





90









 





SCHEDULE 3




MANDATORY COST FORMULAE





	1.	 	The Mandatory Cost for an Advance (other than a Swingline Advance) is an addition to the
interest rate to compensate Lenders for the cost of compliance with 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).
	 
	2.	 	On the first day of each Advance (or as soon as possible thereafter) the Agent shall
calculate, as a percentage rate, a rate (the Mandatory 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’ Mandatory Cost Rates (weighted in proportion to
the percentage participation of each Lender in the relevant Advance) and will be expressed as
a percentage rate per annum.
	 
	3.	 	The Mandatory Cost Rate for any Lender lending from a Facility Office in the UK will be
calculated by the Agent as follows:






	 	(a)	 	in relation to a sterling Advance:





	 	 	 	 	 
	 
	 	AB + C(B - D) + E x 0.01

 

100 - ( A + C)
	 	per cent. per annum 







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





	 	 	 	 	 
	 
	 	E x 0.01

 

300
	 	per cent. per annum. 







	 	 	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) payable
on the Advance for the relevant Term of the Advance.
	 
	 	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 that Lender 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 6 below and expressed in pounds per
£1,000,000.





91









 






	4.	 	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.






	5.	 	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.
	 
	6.	 	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.
	 
	7.	 	In addition to any notification required under Clause 8.1(c) (Interest rate for all
Advances), each Lender shall supply any information required by the Agent for the purpose of
calculating its Mandatory Cost Rate. In particular, but without limitation, each Lender shall
supply the following information in writing on or prior to the date on which it becomes a
Lender:






	 	(a)	 	its jurisdiction of incorporation and 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.
	 
	8.	 	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 6 and 7 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.
	 
	9.	 	The Agent shall have no liability to any person if such determination results in a Mandatory
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 6 and 7 above is
true and correct in all respects.





92









 






	10.	 	The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to
the Lenders on the basis of the Mandatory Cost Rate for each Lender based on the information
provided by each Lender and each Reference Bank pursuant to paragraphs 6 and 7 above.
	 
	11.	 	Any determination by the Agent pursuant to this Schedule in relation to a formula, the
Mandatory Cost, a Mandatory Cost Rate or any amount payable to a Lender shall, in the absence of
manifest error, be conclusive and binding on all Parties.
	 
	12.	 	The Agent may from time to time, after consultation with Vodafone 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 or the Financial Services Authority (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.
	 
	 	 	“Reference Banks” has the meaning set out in Clause 1.1 of this Agreement.





93









 





SCHEDULE 4




FORM OF REQUEST



To:      THE ROYAL BANK OF SCOTLAND PLC as [Agent/U.S. Swingline Agent*]



From: [BORROWER]




Date: [      ]




Vodafone Group Plc –U.S.$[      ]

Revolving Credit Agreement dated 29 July 2008





	1.	 	We wish to utilise the Revolving Credit Facility* and/or the Swingline Facility* by way of
Advances*/Swingline Advances* as follows:





	 	 	 	 	 	 	 
	 

	 	(a)
	 	Drawdown Date:
	 	Revolving
	 

	 	 	 	 	 	Credit Facility:      [          ]*
	 

	 	 	 	 	 	Swingline Facility:          [          ]*
	 	 
	 

	 	(b)
	 	Requested Amount (including currency):
	 	Revolving
	 

	 	 	 	 	 	Credit Facility:      [          ]*
	 

	 	 	 	 	 	Swingline Facility:          [          ]*
	 	 
	 

	 	(c)
	 	Term:
	 	Revolving
	 

	 	 	 	 	 	Credit Facility:      [          ]*
	 

	 	 	 	 	 	Swingline Facility:          [          ]*
	 	 
	 

	 	(d)
	 	Payment Instructions:
	 	Revolving
	 

	 	 	 	 	 	Credit Facility:      [          ]*
	 

	 	 	 	 	 	Swingline Facility:          [          ]*







	2.	 	We confirm that each condition specified in [Clause 4.2 (Conditions to all drawdowns and
rollovers)]** is satisfied on the date of this Request and this Advance would not
cause any borrowing limit binding on us to be exceeded.





[By:

[BORROWER]

Authorised Signatory]






 




			
	**	 	Delete as applicable depending on whether the Advance is a Rollover Advance.





94









 





SCHEDULE 5




FORMS OF ACCESSION DOCUMENTS




PART 1




NOVATION CERTIFICATE



To:     THE ROYAL BANK OF SCOTLAND PLC as Agent



From: [THE EXISTING LENDER] and [THE NEW LENDER]          Date:
[           ]




Vodafone Group Plc –U.S.$[           ]

Revolving Credit Agreement dated 29 July 2008



We refer to Clause 26.4 (Procedure for novations).





	1.	 	We [      ] (the “Existing Lender”) and [      ] (the “New Lender”) agree to the Existing Lender and
the New Lender novating all the Existing Lender’s rights and obligations referred to in the
Schedule in accordance with Clause 26.4 (Procedure for novations).
	 
	2.	 	The specified date for the purposes of [Clause 26.4(c) (Procedure for novations)] is [date of
novation].
	 
	3.	 	The Facility Office and address for notices of the New Lender for the purposes of Clause 32.2
(Addresses for notices) are set out in the Schedule.
	 
	4.	 	The New Lender confirms that it has given notice to Vodafone of the entry into of this
Novation Certificate [and has obtained Vodafone’s consent]* in
accordance with Clause 26.2(c)(ii) (Transfers by Lenders).
	 
	5.	 	This Novation Certificate is governed by English law.







 




			
	*	 	Delete as applicable depending on whether Vodafone’s consent is required.





95









 





THE SCHEDULE




Rights and obligations to be novated




[Details of the rights and obligations of the Existing Lender to be novated.]




	 	 	 	 	 
	

[New Lender]
	 	 	 	 
	 	 
	[Facility Office

	 	Address for notices]	 	 
	 	 
	[Existing Lender]

	 	[New Lender]
	 	THE ROYAL BANK OF SCOTLAND PLC
	 	 
	By:

	 	By:
	 	By:
	 	 
	Date:

	 	Date:
	 	Date:







96











 





PART 2




GUARANTOR ACCESSION AGREEMENT



To:      THE ROYAL BANK OF SCOTLAND PLC as Agent



From:   [PROPOSED GUARANTOR]




Date: [      ]




Vodafone Group Plc –U.S.$[      ] Revolving Credit Agreement

dated 29 July 2008 (the “Credit Agreement”)



Terms used in this Deed which are defined in the Credit Agreement shall have the same meaning in
this Deed as in the Credit Agreement.



We refer to Clause 26.5 (Additional Guarantors).



We, [name of company] of [Registered Office] (Registered no. [      ]) agree to become an Additional
Guarantor and to be bound by the terms of the Credit Agreement as an Additional Guarantor in
accordance with Clause 26.5 (Additional Guarantors). [In addition, we also agree to become bound
by all the terms of the Credit Agreement expressed to apply to or be binding on NewTopco]*



Our address for notices for the purposes of Clause 32.2 (Addresses for notices) is:




	 	 	 	 	 	 	 
	[
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	]	 	 	 
	This Deed is governed by English law.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Executed as a deed by

	 	 	)	 	 	Director
	[PROPOSED GUARANTOR]

	 	 	)	 	 	 
	acting by

	 	 	)	 	 	Director/Secretary
	And

	 	 	)	 	 	 








 




			
	*	 	Only in the case of accession by NewTopCo.




97









 










PART 3




BORROWER ACCESSION AGREEMENT



To:      THE ROYAL BANK OF SCOTLAND PLC as Agent



From:   [PROPOSED BORROWER]




[Date]




Vodafone Group Plc – U.S.$[      ] Revolving Credit Agreement

dated 29 July 2008 (the “Credit Agreement”)



Terms used herein which are defined in the Credit Agreement shall have the same meaning herein as
in the Credit Agreement.



We refer to Clause 26.6 (Additional Borrowers).



We, [Name of company] of [Registered Office] (Registered no. [      ] agree to become party to and to be
bound by the terms of the Credit Agreement as an Additional Borrower in accordance with Clause 26.6
(Additional Borrowers).



The address for notices of the Additional Borrower for the purposes of Clause 32.2 (Addresses for
notices) is:




	 	 	 
	[
	 	 
	 
	 	 
	                                      &nbs
p; ]
	 	 
	 
	 	 
	This Agreement is governed by English law.
	 	 
	 
	 	 
	[ADDITIONAL BORROWER]

	 	 
	 
	 	 
	By:
	 	 
	 
	 	 
	THE ROYAL BANK OF SCOTLAND PLC
	 	 
	By:
	 	 






98









 





PART 4




LENDER ACCESSION AGREEMENT



To:      THE ROYAL BANK OF SCOTLAND PLC as Agent



From:   [PROPOSED ADDITIONAL LENDER]




[Date]




Vodafone Group Plc – U.S.$[     ] Revolving Credit Agreement

dated 29 July 2008 (the “Credit Agreement”)



Terms used herein which are defined in the Credit Agreement shall have the same meaning herein as
in the Credit Agreement.



We refer to Clause 2.7 (Additional Lenders).



We, [Name of Additional Lender] agree to become party to and to be bound by the terms of the Credit
Agreement as an Additional Lender in accordance with Clause 2.7 (Additional Lenders) with effect on
and from [insert date].



Our Revolving Credit Commitment is U.S.$[      ].[Our Swingline Commitment is U.S.$[      ]]1 



We confirm to each Finance Party that we:





	(a)	 	have made our own independent investigation and assessment of the financial condition and
affairs of each Obligor and its related entities in connection with its participation in the Credit
Agreement and have not relied exclusively on any information provided to us by a Finance Party in
connection with any Finance Document; and
	 
	(b)	 	will continue to make our own independent appraisal of the creditworthiness of each Obligor and
its related entities while any amount is or may be outstanding under the Credit Agreement or any
Commitment is in force.




The Facility Office and address for notices of the Additional Lender for the purposes of Clause
32.2 (Addresses for notices) is:




	 	 	 
	[                                     &nbs
p;                       ]
	 	 
	 
	 	 
	This Agreement is governed by English law.

	 	 
	 
	 	 
	[ADDITIONAL LENDER]
	 	 
	 
	 	 
	By:
	 	 
	 
	 	 
	THE ROYAL BANK OF SCOTLAND PLC
	 	 
	By:
	 	 
	 
	 	 
	VODAFONE GROUP PLC
	 	 
	 
	 	 
	By:
	 	 








 




			
	1	 	Delete if not applicable




99









 










SCHEDULE 6




FORM OF CONFIDENTIALITY UNDERTAKING FROM NEW LENDER





			
	To:	 	[Existing Lender];

Vodafone Group Plc;





Dear Sirs,



We refer to the U.S.$[      ] Revolving Credit Agreement dated 29 July 2008 (the “Credit Agreement”)
between, among others, Vodafone Group Plc and The Royal Bank of Scotland plc (as Agent).



This is a confidentiality undertaking referred to in Clause 27 (Disclosure of Information) of the
Credit Agreement. A term defined in the Credit Agreement has the same meaning in this undertaking.



We are considering entering into contractual relations with [insert name of Lender] (the “Existing
Lender”) and understand that it is a condition of our receiving information about Vodafone Group
Plc and its related companies and any Finance Document and/or any information under or in
connection with any Finance Document that we execute this undertaking.





	1.	 	Confidentiality Undertaking
	 
	 	 	We undertake (a) to keep the Confidential Information confidential and not to disclose it
to anyone except as provided for by paragraph 2 below and to ensure that the Confidential
Information is protected with security measures and a degree of care that would apply to
our own confidential information, (b) to use the Confidential Information only for the
Permitted Purpose, (c) to use all reasonable endeavours to ensure that any person to whom
we pass any Confidential Information (unless disclosed under paragraph 2(b) below)
acknowledges and complies with the provisions of this letter as if that person were also a
party to it and (d) not to make enquiries of any member of the Group or any of their
officers, directors, employees or professional advisers relating directly or indirectly to
the Facilities, other than directly to the Group Treasurer of Vodafone.
	 
	2.	 	Permitted Disclosure
	 
	 	 	You agree that we may disclose Confidential Information:






	 	(a)	 	to members of the Purchaser Group and their officers, directors, employees and
professional advisers to the extent necessary for the Permitted Purpose and to any auditors
of members of the Purchaser Group;
	 
	 	(b)	 	where requested or required by any court of competent jurisdiction or any competent
judicial, governmental, supervisory or regulatory body, (ii) where required by the rules of
any stock exchange on which the shares or other securities of any member of the Purchaser
Group are listed or (iii) where required by the laws or regulations of any country with
jurisdiction over the affairs of any member of the Purchaser Group.




100









 












	3.	 	Notification of Required or Unauthorised Disclosure
	 
	 	 	We agree (to the extent permitted by law) to inform you of the full circumstances of any
disclosure under paragraph 2(b) or upon becoming aware that Confidential Information has
been disclosed in breach of this letter.
	 
	4.	 	Return of Copies
	 
	 	 	If you so request in writing, we shall return all Confidential Information supplied by you
to us and destroy or permanently erase all copies of Confidential Information made by us
and use all reasonable endeavours to ensure that anyone to whom we have supplied any
Confidential Information destroys or permanently erases such Confidential Information and
any copies made by them, in each case save to the extent that we or the recipients are
required to retain any such Confidential Information by any applicable law, rule or
regulation or by any competent judicial, governmental, supervisory or regulatory body or in
accordance with internal policy, or where the Confidential Information has been disclosed
under paragraph 2(b) above.
	 
	5.	 	Continuing Obligations
	 
	 	 	The obligations in this letter are continuing and, in particular, shall survive the
termination of any discussions or negotiations between you and us. Notwithstanding the
previous sentence, the obligations in this letter shall cease (a) if we become a party to
the Facilities or (b) twelve months after we have returned all Confidential Information
supplied to us by you and destroyed or permanently erased all copies of Confidential
Information made by us (other than any such Confidential Information or copies which have
been disclosed under paragraph 2 above (other than sub-paragraph 2(a)) or which, pursuant
to paragraph 4 above, are not required to be returned or destroyed provided that any such
Confidential Information retained in accordance with paragraph 4 shall remain confidential,
subject to paragraph 2, for the period during which it is retained).
	 
	6.	 	Consequences of Breach, etc.
	 
	 	 	We acknowledge and agree that you or members of the Group (each a “Relevant Person”) may be
irreparably harmed by the breach of the terms hereof and damages may not be an adequate
remedy; each Relevant Person may be granted an injunction or specific
performance for any threatened or actual breach of the provisions of this letter by any
member of the Purchaser Group.
	 
	7.	 	No Waiver; Amendments, etc.
	 
	 	 	This letter sets out the full extent of our obligations of confidentiality owed to you in
relation to the information the subject of this letter. No failure or delay in exercising
any right, power or privilege hereunder will operate as a waiver thereof nor will any
single or partial exercise of any right, power or privilege preclude any further exercise
thereof or the exercise of any other right, power or privileges hereunder. The terms of
this letter and our obligations hereunder may only be amended or modified by written
agreement between us.
	 
	8.	 	Inside Information
	 
	 	 	We acknowledge that some or all of the Confidential Information is or may be
price-sensitive information and that the use of such information may be regulated or
prohibited by applicable legislation relating to insider dealing and we undertake not to
use any Confidential Information for any unlawful purpose.




101









 






	9.	 	Nature of Undertakings
	 
	 	 	The undertakings given by us under this letter are given to you and (without implying any
fiduciary obligations on your part) are also given for the benefit of each other member of
the Group.
	 
	10.	 	Governing Law and Jurisdiction
	 
	 	 	This shall be governed by and construed in accordance with the laws of England and the
parties submit to the non-exclusive jurisdiction of the English courts.
	 
	11.	 	Third Party Rights






	 	(a)	 	Subject to paragraph 6 and to paragraph 9 the terms of this letter may be enforced and
relied upon only by you and us and the operation of the Contracts (Rights of Third Parties)
Act 1999 is excluded.
	 
	 	(b)	 	Notwithstanding any provisions of this letter, the parties of this letter do not
require the consent of any Relevant Person to rescind or vary this letter at any time.






	12.	 	Definitions
	 
	 	 	In this letter:
	 
	 	 	“Confidential Information” means any information relating to Vodafone, the Group and/or the
Facilities provided to us by you or any of your Affiliates or advisers, in whatever form,
and includes information given orally and any document, electronic file or any other way of
representing or recording information which contains or is derived or copied from such
information but excludes information that (a) is or becomes public
knowledge other than as a direct or indirect result of any breach of this letter or (b) is
known by us before the date the information is disclosed to us by you or any of your
affiliates or advisers or is lawfully obtained by us thereafter, other than from a source
which is connected with the Group and which, in either case, as far as we are aware, has
not been obtained in violation of, and is not otherwise subject to, any obligation of
confidentiality;
	 
	 	 	“Permitted Purpose” means considering and evaluating whether to enter into
the Facilities; and
	 
	 	 	“Purchaser Group” means us, each of our holding companies and
subsidiaries and each subsidiary of each of our holding companies (as each such term is
defined in the Companies Act 1985).





Yours faithfully




For and on behalf
of 
[New Lender]




102









 





SCHEDULE 7




FORM OF ADDITIONAL LENDER’S FEE LETTER




Vodafone Group Plc (“Vodafone”)

Vodafone House

The Connection

Newbury

Berkshire RG14 2FN




For the attention of [Group Treasurer]




[DATE]




Dear Sirs,




Fee Letter



You have asked us to participate in a U.S.$[      ] credit facility (the “Facility”) to provide support
for the Group’s continuing commercial paper programmes and for general corporate purposes of the
Group including, but not limited to, acquisitions.



Terms defined in the credit agreement dated 29 July 2008 between (inter alia) Vodafone and the
financial institutions listed therein (the “Credit Agreement”) have the same meaning in this letter
unless otherwise defined in this letter or the context otherwise requires.



This letter sets out the terms upon which you have agreed to pay a fee in relation to our
participation in the Facility.





	1.	 	Fee
	 
	 	 	You will pay to us for our account a non-refundable up-front fee equal to [     ] per cent.
flat calculated on our Revolving Credit Commitment as at the date on which we
become an Additional Lender pursuant to Clause 2.7 (Additional Lenders) of the Credit
Agreement and payable 5 Business Days after that date;
	 
	2.	 	Finance Document
	 
	 	 	This Fee Letter is a Finance Document.
	 
	3.	 	No Set-off
	 
	 	 	All payments to be made under this Fee Letter will be calculated and made without (and free
and clear of any deduction for) set-off or counterclaim).
	 
	4.	 	Governing Law
	 
	 	 	This letter is governed by and construed in accordance with English law.




If you agree to the above please sign and return the enclosed copy of this letter.



This letter 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 letter.




103









 








Yours faithfully,




	 	 	 
	[               ]
	 	 
	 

For and on behalf of

	 	 
	[ADDITIONAL LENDER]
	 	 






We agree to the terms set out above.




	 	 	 
	[               ]
	 	 
	 

For and on behalf of

	 	 
	Vodafone Group Plc
	 	 
	 
	 	 
	[DATE]
	 	 






104









 





SCHEDULE 8




FIXED RATE BONDS AND PREFERENCE SHARES




1. US Bonds and Preference Shares



Financial Indebtedness of Vodafone Americas Inc. (previously AirTouch Communications, Inc.) under
$1.65bn fixed rate preference shares issued by Vodafone Americas Inc. due April 2020.




2. German Bonds



Financial Indebtedness of Vodafone Finance BV (previously Mannesmann Finance BV) under bonds issued
by itself in existence as at the Signing Date to the extent that the aggregate principal amount
does not exceed €3,000,000,000 (being €3bn 4.75% due May 2009).




105









 








SIGNATORIES




Borrower and Guarantor




VODAFONE GROUP PLC




http://www.vodafone.com/start/investor relations/financial reports.html




By:




Mandated Lead Arrangers




BANCO BILBAO VIZCAYA ARGENTARIA S.A., LONDON BRANCH




By:




BANCO SANTANDER, S.A., LONDON BRANCH




By:




BARCLAYS CAPITAL




By:




BAYERISCHE HYPO-UND VEREINSBANK AG




By:




BNP PARIBAS, LONDON BRANCH




By:




106









 





CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID




By:




CITIGROUP GLOBAL MARKETS LIMITED




By:




COMMERZBANK INTERNATIONAL S.A.




By:




DEUTSCHE BANK AG LONDON BRANCH




By:




HSBC BANK PLC




By:




INTESA SANPAOLO S.P.A.




By:




J.P. MORGAN PLC




By:




107









 





LEHMAN COMMERCIAL PAPER INC., UK BRANCH




By:




LLOYDS TSB BANK PLC




By:




MERRILL LYNCH INTERNATIONAL BANK LIMITED




By:




MORGAN STANLEY BANK INTERNATIONAL LIMITED




By:




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.




By:




THE ROYAL BANK OF SCOTLAND PLC




By:




UBS LIMITED




By:




108









 





WILLIAM STREET COMMITMENT CORPORATION




By:




Co-Arrangers




STANDARD CHARTERED BANK




By:




TD BANK EUROPE LIMITED




By:




THE BANK OF NEW YORK MELLON




By:




Lenders




BANCO BILBAO VIZCAYA ARGENTARIA S.A., LONDON BRANCH




By:




BANCO SANTANDER, S.A., LONDON BRANCH




By:




109









 





BARCLAYS BANK PLC




By:




BAYERISCHE HYPO-UND VEREINSBANK AG




By:




BNP PARIBAS, LONDON BRANCH




By:




CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID




By:




CITIBANK, N.A.




By:




COMMERZBANK INTERNATIONAL S.A.




By:




DEUTSCHE BANK AG LONDON BRANCH




By:




110









 





HSBC BANK PLC




By:




INTESA SANPAOLO S.P.A.




By:




JPMORGAN CHASE BANK, N.A.




By:




LEHMAN COMMERCIAL PAPER INC., UK BRANCH




By:




LLOYDS TSB BANK PLC




By:




MERRILL LYNCH INTERNATIONAL BANK LIMITED




By:




MORGAN STANLEY BANK




By:




111









 





MORGAN STANLEY SENIOR FUNDING, INC.




By:




STANDARD CHARTERED BANK




By:




TD BANK EUROPE LIMITED




By:




THE BANK OF NEW YORK MELLON




By:




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.




By:




THE ROYAL BANK OF SCOTLAND PLC




By:




UBS AG, LONDON BRANCH




By:




112









 





WILLIAM STREET COMMITMENT CORPORATION




By:




Swingline Lenders




BANCO BILBAO VIZCAYA ARGENTARIA S.A. (NEW YORK BRANCH)




By:




BARCLAYS BANK PLC




By:




BNP PARIBAS, NEW YORK BRANCH




By:




CITIBANK, N.A.




By:




COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK BRANCH




By:




DEUTSCHE BANK AG NEW YORK




By:




113









 





HSBC BANK PLC




By:




JPMORGAN CHASE BANK, N.A.




By:




LLOYDS TSB BANK PLC




By:




THE ROYAL BANK OF SCOTLAND PLC (NEW YORK BRANCH)




By:




UBS LOAN FINANCE LLC




By:




Agent




THE ROYAL BANK OF SCOTLAND PLC




By:




114









 





U.S. Swingline Agent




THE ROYAL BANK OF SCOTLAND PLC (NEW YORK BRANCH)




By:





115