exv4w3






CONFORMED COPY




EXHIBIT 4.3




FACILITY AGREEMENT




DATED 9 March 2011



US$4,015,000,000



REVOLVING CREDIT FACILITY



for



VODAFONE GROUP PLC








ALLEN & OVERY LLP



LONDON




 









 








CONTENTS




	 	 	 	 	 
	Clause	 	Page
	1. Interpretation
	 	 	4	 
	2. The Facilities
	 	 	32	 
	3. Purpose
	 	 	36	 
	4. Conditions Precedent
	 	 	36	 
	5. Advances
	 	 	37	 
	6. Extension Option
	 	 	39	 
	7. Repayment
	 	 	39	 
	8. Prepayment and Cancellation
	 	 	40	 
	9. Interest
	 	 	43	 
	10. Payments
	 	 	46	 
	11. Taxes
	 	 	49	 
	12. Market Disruption
	 	 	52	 
	13. Increased Costs
	 	 	53	 
	14. Illegality and Mitigation
	 	 	55	 
	15. Guarantee
	 	 	55	 
	16. Representations and Warranties
	 	 	59	 
	17. Undertakings
	 	 	62	 
	18. Financial Covenant
	 	 	67	 
	19. Default
	 	 	69	 
	20. The Agents and the Arrangers
	 	 	72	 
	21. Fees
	 	 	78	 
	22. Expenses
	 	 	79	 
	23. Stamp Duties
	 	 	79	 
	24. Indemnities
	 	 	79	 
	25. Evidence and Calculations
	 	 	81	 
	26. Amendments and Waivers
	 	 	81	 
	27. Changes to the Parties
	 	 	83	 
	28. Disclosure of Information
	 	 	91	 
	29. Set-off
	 	 	93	 
	30. Pro Rata Sharing
	 	 	93	 
	31. Severability
	 	 	94	 
	32. Counterparts
	 	 	94	 
	33. Notices
	 	 	94	 
	34. Language
	 	 	97	 
	35. Jurisdiction
	 	 	97	 
	36. Governing Law
	 	 	98	 
	37. USA Patriot Act
	 	 	98	 
	38. Waiver of Trial by Jury
	 	 	98	 







 









 








	 	 	 	 	 
	Schedule	 	Page
	1. Lenders and Commitments
	 	 	100	 
	Part 1 Lenders and Commitments
	 	 	100	 
	Part 2 Swingline Lenders and Swingline Commitments
	 	 	102	 
	Part 3 Mandated Lead Arrangers
	 	 	103	 
	Part 4 Co-Arrangers
	 	 	104	 
	2. Conditions Precedent Documents
	 	 	105	 
	Part 1 To be Delivered before the First Advance
	 	 	105	 
	Part 2 To be Delivered by an Additional Guarantor
	 	 	106	 
	Part 3 To be Delivered by an Additional Borrower
	 	 	108	 
	3. Mandatory Cost Formulae
	 	 	109	 
	4. Form of Request
	 	 	112	 
	5. Forms of Accession Documents
	 	 	113	 
	Part 1 Novation Certificate
	 	 	113	 
	Part 2 Guarantor Accession Agreement
	 	 	115	 
	Part 3 Borrower Accession Agreement
	 	 	116	 
	Part 4 Lender Accession Agreement
	 	 	117	 
	6. Form of Confidentiality Undertaking from New Lender
	 	 	118	 
	7. Form of Additional Lender’s Fee Letter
	 	 	121	 
	8. Fixed Rate Bonds and Preference Shares
	 	 	123	 
	9. Form of Increase Confirmation
	 	 	124	 
	 
	 	 	 	 
	Signatories
	 	 	126	 










 









 







THIS AGREEMENT is dated 9 March 2011 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:






	 	 	“Acceptable bank”






	 	 	means a bank or financial institution which has a rating for its long-term unsecured and
non-credit enhanced debt obligations of A- or higher by S&P or Fitch or A3 or higher by
Moody’s or a comparable rating from an internationally recognised credit rating agency.






	 	 	“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 27.8 (Additional Borrowers) and which has not been released as a borrower in
accordance with Clause 27.9 (Removal of Borrowers).






	 	 	“Additional Guarantor”






	 	 	means any member of the Group which at such time has become a Guarantor in accordance with
Clause 27.7 (Additional Guarantors) and has not been released in accordance with Clause 15.9
(Removal of Guarantors).






	 	 	“Additional Lender”






	 	 	means a financial institution or other entity which becomes an additional lender pursuant to
Clause 2.8 (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 9.5(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 2010.






	 	 	“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)	 	the marked to market position of in the money derivative contracts; and
	 
	 	(c)	 	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.






	 	 	“Available Commitment”






	 	 	means a Lender’s Commitment minus:






	 	(a)	 	in relation to any proposed Advance, the amount of its participation in any
outstanding Advances other than that Lender’s participation in any Advances that are
due to be repaid or prepaid on or before the proposed Drawdown Date; and






	 	(b)	 	in relation to any proposed Advance, the amount of its participation in any
Advances that are due to be made on or before the proposed Drawdown Date,






	 	 	“Availability Period”






	 	 	means, subject to Clause 6 (Extension Option), the period from the Signing Date up to and
including the date which is five 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




6









 






	 	 	 	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.






	 	 	“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






	 	(c)	 	if a payment is required in euro, a TARGET Day.






	 	 	“Change of Control”






	 	 	has the meaning given to it in Clause 8.4 (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 2015 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 2015 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”




7









 






	 	 	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 24.1(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 17.2(c) (Financial information) (in
respect of the financial year ended 31 March 2010), the Controlled Subsidiaries include,
without limitation, the following operating Subsidiaries as at 1 June 2010: 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 New Zealand Limited; Vodafone
Omnitel N.V.; Vodafone-Panafon Hellenic Telecommunications Company S.A.; Vodafone
Telekomunikasyon A.S., Vodafone Portugal-Comunicações Pessoais S.A. Vodacom Group Limited
and Ghana Telecommunication Company Limited.






	 	 	“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 2010 (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 2010 provided that Vodafone has notified the Agent in
writing of its agreement to their inclusion in this definition of Core Jurisdictions.






	 	 	“CTA”






	 	 	means the Corporation Tax Act 2009.






	 	 	“Credit Rating Agency”






	 	 	has the meaning given to it in Clause 9.5 (Margin).






	 	 	“Default”




8









 






	 	 	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 19.2 (Non-payment), 19.3 (Breach of other
obligations), 19.5 (Cross default), 19.6 (Winding up), 19.8 (Enforcement proceedings) or
19.10 (Similar proceedings) would constitute an Event of Default.






	 	 	“Default Margin”






	 	 	has the meaning given to it in Clause 9.3 (Default interest).






	 	 	“Default Rate”






	 	 	has the meaning given to it in Clause 9.3 (Default interest).






	 	 	“Defaulting Lender”






	 	 	means any Lender:






	 	(a)	 	which has failed to make its participation in an Advance available or has
notified the Agent that it will not make its participation in an Advance available by
the Drawdown Date of that Advance in accordance with Clause 5.6 (Payment of proceeds);






	 	(b)	 	which has otherwise rescinded or repudiated a Finance Document; or






	 	(c)	 	with respect to which an Insolvency Event has occurred and is continuing,






	 	 	unless, in the case of paragraph (a) above:






	 	(i)	 	its failure to pay is caused by:






	 	(A)	 	administrative or technical error and payment is made within
three Business Days of its due date; or
	 
	 	(B)	 	a Disruption Event and payment is made within eight Business
Days of its due date; or






	 	(ii)	 	the Lender is disputing in good faith whether it is contractually obliged to
make the payment in question.






	 	 	“Designated Term”






	 	 	has the meaning given to it in Clause 9.3(a)(ii) (Default interest).






	 	 	“Discharged Obligations”






	 	 	has the meaning given to it in Clause 27.4(c)(i) (Procedure for novations).






	 	 	“Discharged Rights”






	 	 	has the meaning given to it in Clause 27.4(c)(iii) (Procedure for novations).






	 	 	“Disruption Event”






	 	 	means either or both of:




9









 












	 	(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 Telerate Page 248 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






	 	(ii)	 	“Telerate Page 248” means the display designated as Page 248 on the Telerate
Service (or such other pages as may replace Page 248 on that service or such other
service as may be nominated by the Banking Federation of the European Union




10









 






	 	 	 	(including the Reuter’s Screen) 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 19 (Default).






	 	 	“Existing Commitment”






	 	 	has the meaning given to it in Clause 17.8(a)(i) (Priority borrowing).






	 	 	“Existing Lender”






	 	 	has the meaning given to it in Clause 27.2(a) (Transfers by Lenders).






	 	 	“Existing Parties”






	 	 	has the meaning given to it in Clause 27.4(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.






	 	 	“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 21.3 (Agent’s fee)
or 21.4 (Front-end fees).






	 	 	“Federal Funds Rate”






	 	 	means, on any day:




11









 












	 	(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.






	 	 	“Final Maturity Date”






	 	 	means the last day of the Availability Period.






	 	 	“Finance Document”






	 	 	means this Agreement, each Fee Letter, Novation Certificate, Borrower Accession Agreement,
Guarantor Accession Agreement and Increase Confirmation 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 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




12









 






	 	 	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.






	 	 	“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




13









 






	 	 	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 2010 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.






	 	 	“Impaired Agent”






	 	 	means the Agent or the U.S. Swingline Agent at any time when:






	 	(a)	 	it has failed to make (or has notified a Party that it will not make) a payment
required to be made by it under the Finance Documents by the due date for payment;
	 
	 	(b)	 	the Agent or the U.S. Swingline Agent otherwise rescinds or repudiates a
Finance Document;
	 
	 	(c)	 	(if the Agent or the U.S. Swingline Agent is also a Lender) it is a Defaulting
Lender under paragraph (a) or (b) of the definition of Defaulting Lender; or
	 
	 	(d)	 	an Insolvency Event has occurred and is continuing with respect to the Agent or
the U.S. Swingline Agent;






	 	 	Unless, in the case of paragraph (a) above:






	 	(i)	 	its failure to pay is caused by:






	 	(A)	 	administrative or technical error and payment is made within
three Business Days of its due date; or
	 
	 	(B)	 	a Disruption Event and payment is made within eight Business
Days of its due date; or






	 	(ii)	 	the Agent or the U.S. Swingline Agent is disputing in good faith whether it is
contractually obliged to make the payment in question.






	 	 	“Increase Confirmation”






	 	 	means a confirmation substantially in the form set out in Schedule 9 (Form of Increase
Confirmation).






	 	 	“Increase Lender”






	 	 	has the meaning given to that term in Clause 2.3 (Increase).






	 	 	“Insolvency Event”






	 	 	in relation to a Finance Party, means that the Finance Party:






	 	(a)	 	is dissolved (other than pursuant to a consolidation, amalgamation or merger);




14









 












	 	(b)	 	becomes insolvent or is unable to pay its debts or fails or admits in writing
its inability to pay its debts as they become due in each case under the laws of any
relevant jurisdiction applicable to that Finance Party;
	 
	 	(c)	 	makes a general assignment, arrangement or composition with or for the benefit
of its creditors;
	 
	 	(d)	 	has made against it a judgment of insolvency or bankruptcy or any other relief
under any bankruptcy or insolvency law or other similar law affecting creditors’
rights, or an order is made for its winding-up or liquidation;
	 
	 	(e)	 	has an order made against it for a bank insolvency pursuant to Part 2 of the
Banking Act 2009 or a bank administration pursuant to Part 3 of the Banking Act 2009;
	 
	 	(f)	 	has a resolution passed for its winding-up, official management or liquidation
(other than pursuant to a consolidation, amalgamation or merger);
	 
	 	(g)	 	seeks or becomes subject to the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or other similar official for it
or for all or substantially all its assets other than by way of Undisclosed
Administration;
	 
	 	(h)	 	has a secured party take possession of all or substantially all its assets or
has a distress, execution, attachment, sequestration or other legal process levied,
enforced or sued on or against all or substantially all its assets and such secured
party maintains possession, or any such process is not dismissed, discharged, stayed or
restrained, in each case within 30 days thereafter; or
	 
	 	(i)	 	causes or is subject to any event with respect to it which, under the
applicable laws of any jurisdiction, has an analogous effect to any of the events
specified in paragraphs (a) to (h) above.






	 	 	“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, each Additional Lender (if any) and each Increase Lender (if
any).




15









 












	 	 	“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 Telerate Page 3750 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
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)	 	“Telerate Page 3750” means the display designated as Page 3750 on the Telerate
Service (or such other pages as may replace page 3750 on that service or such other
service as may be nominated by the British Bankers’ Association (including the Reuters
Screen) 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 9.5(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




16









 












	 	(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 9.5 (Margin).






	 	 	“Maturity Date”






	 	 	means the last day of the Term of:






	 	(a)	 	a Revolving Credit Advance; or






	 	(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 27.2(a) (Transfers by Lenders).




17









 












	 	 	“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 27.4(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”






	 	 	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 9.3(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.




18









 












	 	 	“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 31 May 2010 (and/or over the assets of any person that becomes a member of
the Restricted Group after 31 May 2010) 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
	 
	 	(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 31 May 2010; 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




19









 












	 	(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






	 	(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 17.8
(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 paragraphs (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




20









 






	 	 	 	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
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 €3,000,000,000 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
17.2(c) (Financial information) or, as the case may be, 17.2(d) (Financial information) 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.




21









 












	 	 	Until the first notice is given by Vodafone to the Agent (in respect of the financial year
ended 31 March 2010), 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 17.2(c) (Financial information) or, as the case may be, Clause 17.2(d)
(Financial information), 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 17.2(c) (Financial information) or, as the case may be, Clause 17.2(d)
(Financial information), 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.






	 	 	“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




22









 












	 	(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
	 
	 	(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.




23









 












	 	 	“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.






	 	 	“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 18.2 (Calculation times and periods).






	 	 	“Recovering Finance Party”






	 	 	has the meaning given to it in Clause 30.1 (Redistribution).






	 	 	“Recovery”






	 	 	has the meaning given to it in Clause 30.1 (Redistribution).






	 	 	“Redistribution”






	 	 	has the meaning given to it in Clause 30.1(c) (Redistribution).




24









 












	 	 	“Reference Banks”






	 	 	means, subject to Clause 27.10 (Reference Banks), the principal London offices of BNP
Paribas, Barclays Bank PLC, JPMorgan Chase Bank, N.A. and The Royal Bank of Scotland plc.






	 	 	“Reference Bond”






	 	 	has the meaning given to it in Clause 9.5(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.






	 	 	“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.




25









 












	 	 	“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 9.1
(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,






	 	 	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 (Lenders and Commitments) or assumed by it
in accordance with Clause 2.3 (Increase); 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 or assumed by it
in accordance with Clause 2.3 (Increase),






	 	 	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).




26









 












	 	 	“Revolving Credit Lender”






	 	 	means, subject to Clause 27.2 (Transfers by Lenders), a Lender listed in Part 1 of Schedule
1 (Lenders and Commitments) 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.






	 	 	“Separate Loan”






	 	 	has the meaning given to that term in Clause 7.3 (Separate Loans).






	 	 	“Signing Date”






	 	 	means the date of this Agreement.






	 	 	“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 1159 of the Companies Act 2006; and






	 	(b)	 	unless the context otherwise requires, a subsidiary undertaking within the
meaning of section 1162 of the Companies Act 2006.






	 	 	“Substitute Security Interest”






	 	 	has the meaning given to it in the definition of Permitted Security Interest, paragraph (q).






	 	 	“Swingline Advance”






	 	 	means an advance made to a Borrower by the Swingline Lenders under the Swingline Facility.




27









 












	 	 	“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 under the heading “Swingline Commitment” in Part 2
of Schedule 1 (Swingline Lenders and Swingline Commitments) or assumed by it in
accordance with Clause 2.3 (Increase); and






	 	(b)	 	in respect of a Swingline Lender which is an Additional Lender, the amount in
U.S. Dollars set out as a Swingline Commitment in the relevant Lender Accession
Agreement or assumed by it in accordance with Clause 2.3 (Increase),






	 	 	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. Dollars swingline facility referred to in Clause 2.1(b)
(Facilities).






	 	 	“Swingline Lender”






	 	 	means, subject to Clause 27.2 (Transfers by Lenders), an Original Lender listed in Part 2 of
Schedule 1 as a swingline lender or an Additional Lender in respect of which a Swingline
Commitment is specified in the relevant Lender Accession Agreement.






	 	 	“Swingline Rate”






	 	 	means, on any day, the higher of:






	 	(a)	 	the Prime Rate; and






	 	(b)	 	the aggregate of the Federal Funds Rate plus 0.50 per cent. per annum.






	 	 	“Swingline Total Commitments”






	 	 	means the aggregate for the time being of the Swingline Commitments, being US$1,700,000,000
at the date of this Agreement or as may be increased pursuant to paragraph (b) of Clause 2.8
(Additional Lenders) up to a maximum of US$5,000,000,000.






	 	 	“TARGET Day”






	 	 	means a day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) payment system which utilises a single shared platform and which was
launched on 19 November 2007 and is open for the settlement of payments in euro.






	 	 	“Tax Credit”






	 	 	has the meaning given to it in Clause 11.6 (Refund of Tax Credits).




28









 












	 	 	“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 11.6 (Refund of Tax Credits).






	 	 	“Taxes Act”






	 	 	means the Corporation Tax Act 2010.






	 	 	“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, US$4,015,000,000 or as may be increased pursuant to paragraph (b) of
Clause 2.8 (Additional Lenders) up to a maximum of US$7,500,000,000 (including the Swingline
Total Commitments but without double counting).






	 	 	“Total Gross Borrowings”






	 	 	means at any time, the aggregate outstanding principal amount of Financial Indebtedness of
the Consolidated Group (including the marked to market position of out of the money
derivative contracts).






	 	 	“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).






	 	 	“Undisclosed Administration”




29









 






	 	 	means in relation to a Lender the appointment of an administrator, provisional liquidator,
conservator, receiver, trustee, custodian or other similar official by a supervisory
authority or regulator under or based on the law in the country where such Lender is subject
to home jurisdiction supervision if applicable law requires that such appointment is not to
be publicly disclosed.






	 	 	“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.






	 	 	“2012 Facility”






	 	 	means the US$4,675,000,000 multi currency revolving seven year facility dated 24 June 2005
with a capacity of $5,025,000,000 as at 1 June 2010, 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.






	 	 	“2015 Facility”






	 	 	means the €4,000,000,000 multi currency revolving five year facility dated 1 July 2010 with
a capacity of €4,000,000,000 as at 1 July 2010 and made between, amongst others, Vodafone
Group Plc, the Arrangers and Lenders identified therein and The Royal Bank of Scotland plc
as Agent and Euro Swingline Agent and due 1 July 2015.






	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;




30









 






	 	 	 	“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
2010;
	 
	 	 	 	“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, “US$” 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;
	 
	 	(iv)	 	a person includes its successors, transferees and assigns;
	 
	 	(v)	 	words importing the plural shall include the singular and vice versa;
	 
	 	(vi)	 	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;
	 
	 	(vii)	 	the term “Affiliate”, in relation to The Royal Bank of Scotland plc, shall not
include (i) the UK government or any member or instrumentality thereof, including Her
Majesty’s Treasury and UK Financial Investments Limited (or any directors, officers,
employees or entities thereof) or (ii) any persons or entities controlled by or under
common control with the UK government or any member or instrumentality thereof
(including Her Majesty’s Treasury and UK Financial Investments Limited) and which are
not part of The Royal Bank of Scotland Group plc and its subsidiaries or subsidiary
undertakings; and
	 
	 	(viii)	 	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.




31









 












	(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 five year facility (subject to Clause 6
(Extension Option)), 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. Dollars 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 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 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




32









 






	 	 	 	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	 	Increase






	(a)	 	Vodafone may by giving prior notice to the Agent by no later than the date falling 60
Business Days after the effective date of a cancellation of:






	 	(i)	 	the Available Commitments of a Defaulting Lender in accordance with paragraph
(d) of Clause 8.5 (Right of prepayment and cancellation); or
	 
	 	(ii)	 	the Commitments of a Lender in accordance with Clause 14.1 (Illegality),






	 	 	request that the Total Commitments be increased (and the Total Commitments shall be so
increased in an aggregate amount of up to the amount of the Available Commitments or
Commitments so cancelled as follows:






	 	(A)	 	the increased Commitments will be assumed by one or more Lenders or other banks
or financial institutions (each an “Increase Lender") selected by Vodafone and which is
further acceptable to the Agent (acting reasonably)) and each of which confirms its
willingness to assume and does assume all the obligations of a Lender corresponding to
that part of the increased Commitments which it is to assume, as if it had been an
Original Lender;
	 
	 	(B)	 	each of the Obligors and any Increase Lender shall assume obligations towards
one another and/or acquire rights against one another as the Obligors and the Increase
Lender would have assumed and/or acquired had the Increase Lender been an Original
Lender;
	 
	 	(C)	 	each Increase Lender shall become a Party as a “Lender” and any Increase Lender
and each of the other Finance Parties shall assume obligations towards one another and
acquire rights against one another as that Increase Lender and those Finance Parties
would have assumed and/or acquired had the Increase Lender been an Original Lender;
	 
	 	(D)	 	the Commitments of the other Lenders shall continue in full force and effect;
and
	 
	 	(E)	 	any increase in the Total Commitments shall take effect on the date specified
by Vodafone in the notice referred to above or any later date on which the conditions
set out in paragraph (b) below are satisfied.






	(b)	 	An increase in the Total Commitments will only be effective on:




33









 












	 	(i)	 	the execution by the Agent of an Increase Confirmation from the relevant
Increase Lender;






	 	(ii)	 	in relation to an Increase Lender which is not a Lender immediately prior to
the relevant increase the performance by the Agent of all necessary “know your
customer” or other similar checks under all applicable laws and regulations in relation
to the assumption of the increased Commitments by that Increase Lender, the completion
of which the Agent shall promptly notify to Vodafone and the Increase Lender.






	(c)	 	Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of
doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has
been approved by or on behalf of the requisite Lender or Lenders in accordance with this
Agreement on or prior to the date on which the increase becomes effective.






	(d)	 	Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing
Lender, Vodafone shall, on the date upon which the increase takes effect, pay to the Agent
(for its own account) a fee of US$3,000 and Vodafone shall promptly on demand pay the Agent
the amount of all costs and expenses (including legal fees) reasonably incurred by it in
connection with any increase in Commitments under this Clause 2.3.






	(e)	 	Vodafone may pay to the Increase Lender a fee in the amount and at the times agreed between
Vodafone and the Increase Lender in a letter between Vodafone and the Increase Lender setting
out that fee. A reference in this Agreement to a Fee Letter shall include any letter referred
to in this paragraph (e).






	(f)	 	Clause 27.2(f) to (j) inclusive (Transfers by Lenders) shall apply mutatis mutandis in this
Clause 2.3 in relation to an Increase Lender as if references in that Clause to:






	 	(i)	 	an “Existing Lender” were references to all the Lenders immediately prior to
the relevant increase;
	 
	 	(ii)	 	the “New Lender” were references to that “Increase Lender”; and
	 
	 	(iii)	 	a “retransfer” were references to a “transfer”.






	2.4	 	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.
	 
	2.5	 	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.




34









 






	(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.
	 
	2.6	 	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 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.






	2.7	 	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.






	2.8	 	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
US$7,500,000,000 and the Combined Commitments being a maximum of US$7,500,000,000 plus
€7,500,000,000(or its equivalent in dollars calculated at the Agent’s Spot Rate of Exchange))
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 US$5,000,000,000 plus €2,550,000,000 (or its
equivalent in dollars calculated at the Agent’s Spot Rate of Exchange)) 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:




35









 












	 	(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).






	(e)	 	The execution by Vodafone of a Lender Accession Agreement constitutes confirmation by each
Guarantor that its obligations under Clause 15 (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 Revolving Credit Advance will be used for the refinancing of the 2012 Facility,
following which each Advance will be applied in or towards providing support for the Group’s
continuing commercial paper programmes and each Revolving Credit Advance will be applied 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 2012 Facility has
been cancelled and (ii) all amounts outstanding under such 2012 Facility have been
repaid.




36









 












	4.2	 	Conditions to all drawdowns and rollovers






	 	 	The obligations of each Lender to participate in any 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 16 (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)	 	in the case of a Rollover Advance, no Event of Default is continuing or would
result from the proposed Advance, and in the case of any other drawdown, no Default has
occurred and is continuing or would result from drawdown of the relevant Advance or
amount.






	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
11.00 a.m. (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 US$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




37









 












	 	(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 10.1 (Place of payment).






	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 US$15,000,000 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 10.1 (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) above (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




38









 






	 	 	participation in a Swingline Advance, the U.S. Swingline Agent) for the Borrower concerned
for value on the relevant Drawdown Date.






	6.	 	EXTENSION OPTION






	(a)	 	Vodafone may by notice to the Facility Agent (the Extension Request) not more than 60 days
and not less than 30 days before first anniversary of the date of this Agreement (the First
Anniversary), request that the Final Maturity Date be extended for a further period of one
year.






	(b)	 	The Facility Agent must promptly notify the Lenders of an Extension Request.






	(c)	 	Each Lender may, in its sole discretion, agree to an Extension Request. Subject to paragraph
(g) below, each Lender that agrees to an Extension Request by the date falling 15 days before
the First Anniversary, will, on the First Anniversary, extend its Commitments for a further
period of one year, from the then current Final Maturity Date and the Final Maturity Date with
respect to the Commitments of that Lender will be extended accordingly.






	(d)	 	If any Lender fails to reply to an Extension Request on or before the date falling 15 days
before the First Anniversary, it will be deemed to have refused that Extension Request and its
Commitments will not be extended.






	(e)	 	Subject to paragraph (g) below, each Extension Request is irrevocable.






	(f)	 	If one or more (but not all) of the Lenders agree to an Extension Request, then by the date
falling no later than ten days before the First Anniversary, the Facility Agent must notify
Vodafone and the Lenders which have agreed to the extension, identifying in that notification
which Lenders have not agreed to the Extension Request.






	(g)	 	Vodafone may, on the basis that one or more of the Lenders have not agreed to the Extension
Request and no later than the date falling 5 days before the First Anniversary, withdraw the
request by notice to the Facility Agent which will promptly notify the Lenders.






	7.	 	REPAYMENT






	7.1	 	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
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.






	7.2	 	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




39









 












	 	 	 	(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 9.3
(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.






	7.3	 	Separate Loans
	 
	(a)	 	At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the
participations of that Lender in the Facilities then outstanding will be automatically
extended to the earlier of:






	 	(i)	 	the first Business Day falling 364 days after the date on which the Agent or a
Borrower gives notice to the Defaulting Lender and the other Parties that the relevant
Lender has become a Defaulting Lender, and will be treated as separate Facilities (the
“Separate Loans”) denominated in the currency in which the relevant participations are
outstanding; and
	 
	 	(ii)	 	the last day of the Availability Period.






	(b)	 	A Borrower to whom a Separate Loan is outstanding may prepay that Separate Loan by giving 10
Business Days’ prior notice to the Agent. The Agent will forward a copy of a prepayment
notice received in accordance with this paragraph (b) to the Defaulting Lender concerned as
soon as practicable on receipt.
	 
	(c)	 	Interest in respect of a Separate Loan will accrue for successive Terms selected by a
Borrower by the time and date specified by the Agent acting reasonably and will be payable by
that Borrower to the Defaulting Lender on the last day of each Term of that Advance.
	 
	(d)	 	The terms of this Agreement relating to the Facilities generally shall continue to apply to
Separate Loans other than to the extent inconsistent with paragraphs (a) to (c) above
inclusive in which case those paragraphs shall prevail in respect of any Separate Loans.
	 
	(e)	 	If at any time while a Separate Loan is outstanding the Borrower transfers the relevant
Defaulting Lender’s outstanding participations to a Replacement Lender in accordance with
Clause 27.5 (Replacement of Lenders), each Separate Loan transferred to the Replacement Lender
will automatically become, on the last day of the current Term for each such Separate Loan, a
Revolving Credit Advance and paragraphs (a) to (c) above (inclusive) shall cease to apply to
that Advance while such Replacement Lender is not a Defaulting Lender.
	 
	8.	 	PREPAYMENT AND CANCELLATION
	 
	8.1	 	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.




40









 






	(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.
	 
	8.2	 	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 US$75,000,000) 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 exceed the Total Commitments and
the Swingline Commitment of each Swingline Lender does not exceed its Commitment.
	 
	8.3	 	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 US$100,000,000).
	 
	(b)	 	Any Borrower may prepay the whole of any Swingline Advance at any time.
	 
	(c)	 	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).
	 
	8.4	 	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);




41









 






	 	 	 	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 8.4, “control” has the meaning given to it in relation to a
body corporate by Section 1124 of the Taxes Act.






	8.5	 	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 11 (Taxes) or Clause 13
(Increased Costs); or
	 
	 	(b)	 	if circumstances exist such that a Borrower will be required to pay any amount
to a Lender under Clause 11 (Taxes); or
	 
	 	(c)	 	any Lender notifies the Agent pursuant to Clause 9.1(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.






	 	(d)	 	If any Lender becomes a Defaulting Lender, Vodafone may, at any time whilst the
Lender continues to be a Defaulting Lender, give the Agent five Business Days’ notice
of cancellation of each Available Commitment of that Lender.
	 
	 	(e)	 	On the notice referred to in paragraph (d) above becoming effective, each
Available Commitment of the Defaulting Lender shall immediately be reduced to zero.




42









 












	 	(f)	 	The Agent shall as soon as practicable after receipt of a notice referred to in
paragraph (e) above, notify all the Lenders.






	8.6	 	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 24.2(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.






	(e)	 	Subject to Clause 2.3 (Increase), no amount of the Total Commitments, (including the
Swingline Total Commitments) cancelled under this Agreement may subsequently be reinstated.






	9.	 	INTEREST






	9.1	 	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;
	 
	 	(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 paragraphs 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 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.




43









 












	9.2	 	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.






	9.3	 	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 9.1 (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 9.1 (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 19.2 (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.






	(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.






	9.4	 	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.






	9.5	 	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.




44









 











	 	 	 	 	 
	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-
	 	 	0.25	 
	 
	 	 	 	 
	Any two are equal to or higher than: A1/A+/A+
	 	 	0.30	 
	 
	 	 	 	 
	Any two are equal to or higher than: A2/A/A
	 	 	0.35	 
	 
	 	 	 	 
	Otherwise
	 	 	0.40	 
	 
	 	 	 	 
	All Quoting Credit Rating Agencies are lower than: A3/A-/A-
	 	 	0.50	 







	 	 	For the purposes of this Clause 9.5(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 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 9.5(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 9.5(b)(ii) above.






	(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 9.5(b)(ii) above arise.






	(d)	 	For the purpose of this Clause 9.5 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 €1,250,000,000 bond issue due January 2022 (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
January 2022. References in this paragraph (d) to Vodafone shall, following the




45









 












	 	 	Reorganisation Date, be references to
NewTopco, provided that a long term credit
rating has been assigned to NewTopco.






	9.6	 	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).






	10.	 	PAYMENTS






	10.1	 	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) or as it may notify to that Obligor or Lender for this purpose.






	10.2	 	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.






	10.3	 	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,




46









 












	 	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.
	 
	10.4	 	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
	 
	 	(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.






	10.5	 	Set-off and counterclaim






	 	 	All payments made by an Obligor under this Agreement shall be made without set-off or
counterclaim.






	10.6	 	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.






	10.7	 	Impaired Agent or U.S. Swingline Agent






	(a)	 	If, at any time, the Agent or, as the case may be, the U.S. Swingline Agent becomes an
Impaired Agent, an Obligor or a Lender which is required to make a payment under the




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	 	 	Finance Documents to the Agent or U.S. Swingline Agent in accordance with this Clause 10
(Payments) may instead either pay that amount direct to the required recipient or pay that
amount to an interest-bearing account held with an Acceptable Bank and in relation to which
no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender
making the payment and designated as a trust account for the benefit of the Party or Parties
beneficially entitled to that payment under the Finance Documents. In each case such
payment must be made on the due date for payment under the Finance Documents.






	(b)	 	All interest accrued on the amount standing to the credit of the trust account shall be for
the benefit of the beneficiaries of that trust account pro rata to their respective
entitlements.






	(c)	 	A party who has made a payment in accordance with this Clause 10.7 shall be discharged of the
relevant payment obligation under the Finance Documents and shall not take any credit risk
with respect to the amounts standing to the credit of the trust account.






	(d)	 	Promptly upon the appointment of a successor Agent or, as the case may be, successor U.S.
Swingline Agent, in accordance with Clause 20.15 (Resignation of the Agent or the U.S.
Swingline Agent), each Party which has made a payment to a trust account in accordance with
this Clause 10.7 shall give all requisite instructions to the bank with whom the trust account
is held to transfer the amount) together with any accrued interest to the successor Agent or,
as the case may be, the successor U.S. Swingline Agent for distribution in accordance with
Clause 10.3 (Distribution).






	10.8	 	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 21 (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 paragraphs (a)(ii) to (a)(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.




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	11.	 	TAXES






	11.1	 	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 11.4 (Qualifying Lenders) and Clause 11.5 (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.






	11.2	 	Indemnity






	 	 	Save to the extent that the relevant Finance Party is compensated by an increased payment
under Clause 11.1 (Gross-up), but otherwise without prejudice to the provisions of Clause
11.1 (Gross-up), but subject to Clause 11.4 (Qualifying Lenders) and Clause 11.5 (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 11) 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.






	11.3	 	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.






	11.4	 	Qualifying Lenders






	(a)	 	An Obligor is not required to pay to a Lender any amounts under Clause 11.1 (Gross-up) or
Clause 11.2 (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).




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	(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
paragraph (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 11.1
(Gross-up) or Clause 11.2 (Indemnity) unless the Treaty Lender has complied with its
obligations under this Clause 11.4.






	(c)	 	Subject to paragraph (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) above.






	(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) above 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.






	11.5	 	U.S. Taxes






	(a)	 	A U.S. Tax Obligor shall not be required to pay any amount pursuant to Clause 11.1 (Gross-up)
or any amount pursuant to Clause 11.2 (Indemnity) in respect of Relevant Tax imposed by the
United States (including, without limitation, federal, state, local or other income taxes,
branch profits or franchise taxes “U.S. Taxes”) with respect to a sum payable by it pursuant




50









 






	 	 	to this Agreement to a Lender if on the date a payment of interest falls due under this
Agreement either:






	 	(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
Lender or its Facility Office and 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.




51









 












	(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:






	 	(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.






	11.6	 	Refund of Tax Credits






	 	 	If any Obligor pays any amount to a Finance Party under this Clause 11 (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, which that Finance Party determines in good faith, 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 11 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.






	12.	 	MARKET DISRUPTION






	12.1	 	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 paragraph (a), (b) 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




52









 












	 	(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,






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






	12.2	 	Alternative rates






	 	 	If the Agent gives a notice under Clause 12.1 (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 12.1(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.






	13.	 	INCREASED COSTS






	13.1	 	Increased costs






	(a)	 	Subject to Clause 13.2 (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 (i) the introduction of or any change in (or in the interpretation,
administration or application of) 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) or (ii) compliance with any law or regulation made after
the date of this Agreement.






	(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 13.1 shall oblige the Finance
Party to disclose any information (other than information which is readily available in the
public




53









 






	 	 	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.






	(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.






	13.2	 	Exceptions






	 	 	Clause 13.1 (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 by a Lender or its Holding
Company relating to a breach of any law or regulation 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 (“BCBS”) in June
2004 in the form existing on the date of this Agreement but excluding any amendment
taking account of or incorporating any measure from the Basel III Framework (“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).






	 	 	 	In this Agreement, Basel III Framework means the global regulatory standards on bank
capital adequacy and liquidity referred to by the BCBS as “Basel III” or “the Basel
III Framework” published in December 2010, together with any further guidance or
standards in relation to “Basel III” or “the Basel III Framework” published or to be
published by the BCBS.




54









 












	14.	 	ILLEGALITY AND MITIGATION






	14.1	 	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 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.






	14.2	 	Mitigation






	 	 	Notwithstanding the provisions of Clauses 9.1 (Interest rate for all Advances), 11 (Taxes),
13 (Increased Costs) and 14.1 (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 11
(Taxes); or






	 	(c)	 	any increased cost of the nature referred to in Clause 13 (Increased Costs); or






	 	(d)	 	a notification pursuant to Clause 14.1 (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 paragraph (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.






	15.	 	GUARANTEE






	15.1	 	Guarantee






	 	 	Each Guarantor jointly and severally, irrevocably and unconditionally:






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




55









 












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






	15.2	 	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.






	15.3	 	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 15 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.






	15.4	 	Waiver of defences






	 	 	The obligations of each Guarantor under this Clause 15 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 15 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;




56









 






	 	(e)	 	any variation (however fundamental) or replacement of a Finance Document so
that references to that Finance Document in this Clause 15 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 15 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 law,
regulation or order so that each such obligation shall, for the purposes of the
Guarantors’ obligations under this Clause 15, be construed as if there were no such
circumstance.






	15.5	 	Immediate recourse






	 	 	Except as provided in Clause 15.1(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 15.






	15.6	 	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 15, with any interest earned being credited to that account.






	15.7	 	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 15:






	 	(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 15; 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




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	 	(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 15.7.






	15.8	 	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.






	15.9	 	Removal of Guarantors






	(a)	 	Any Guarantor (other than, Vodafone (subject to paragraph (b) below) and, following the
Reorganisation Date, NewTopco and any Intermediate Holding Company (subject to paragraph (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 27.7 (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 27.7 (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.






	15.10	 	Limitation on guarantee of U.S. Guarantors






	 	 	Notwithstanding any other provision of this Clause 15, 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 15
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




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	 	 	(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.






	16.	 	REPRESENTATIONS AND WARRANTIES






	16.1	 	Representations and warranties






	 	 	Each Obligor makes the representations and warranties set out in this Clause 16 to each
Finance Party (in respect of itself and where relevant its Controlled Subsidiaries only).






	16.2	 	Status






	(a)	 	It is a duly incorporated and validly existing corporation under the laws of the jurisdiction
of its incorporation.






	(b)	 	Except to the extent specified in the applicable Borrower Accession Agreement or Guarantor
Accession Agreement, each Obligor is classified as a corporation for U.S. federal income tax
purposes.






	16.3	 	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 15 (Guarantee),






	 	 	and has taken all necessary actions to authorise the execution, delivery and performance of
the Finance Documents.






	16.4	 	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.






	16.5	 	Borrowing limits






	 	 	Borrowings under this Agreement up to and including the maximum amount available under this
Agreement, together with borrowings under the 2015 Facility up to and including the maximum
amount available under the 2015 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.




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	16.6	 	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.






	16.7	 	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.






	16.8	 	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 2010):






	 	(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.






	16.9	 	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.






	16.10	 	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.






	16.11	 	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.




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	(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






	 	(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.






	16.12	 	Anti-Terrorism Laws






	 	 	In this Clause 16.12,






	 	 	Anti-Terrorism Law means each of:






	 	(a)	 	Executive Order No. 13224 on Terrorist Financing: Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support
Terrorism issued September 23, 2001, as amended by Order 13268 (as so amended, the
Executive Order);






	 	(b)	 	the Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (commonly known as
the USA Patriot Act) (the USA Patriot Act);






	 	(c)	 	the Money Laundering Control Act of 1986, 18 U.S.C. sect. 1956; and






	 	(d)	 	any similar law enacted in the United States of America subsequent to the date
of this Agreement.






	 	 	Restricted Party means any person listed:






	 	(a)	 	in the Annex to the Executive Order;






	 	(b)	 	on the “Specially Designated Nationals and Blocked Persons” list maintained by
the Office of Foreign Assets Control of the United States Department of the Treasury;
or






	 	(c)	 	in any successor list to either of the foregoing.




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	 	(d)	 	No U.S. Obligor or any of its Subsidiaries:






	 	(i)	 	is, or is controlled by, a Restricted Party;
	 
	 	(ii)	 	to the best of its knowledge, has received funds or other
property from a Restricted Party; or
	 
	 	(iii)	 	to the best of its knowledge, is in breach of or is the
subject of any action or investigation under any Anti-Terrorism Law.






	 	(e)	 	Each U.S. Obligor and each of its Subsidiaries have taken reasonable measures
to ensure compliance with the Anti-Terrorism Laws.






	16.13	 	Times for making representations and warranties






	(a)	 	The representations and warranties set out in this Clause 16 (excluding Clause 16.10
(Investment Company) to Clause 16.12 (Anti-Terrorism Laws) (inclusive)):






	 	(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 Clauses 16.10 (Investment Company), 16.11
(ERISA) and 16.12 (Anti-Terrorism Laws):






	 	(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.






	17.	 	UNDERTAKINGS






	17.1	 	Duration






	 	 	The undertakings in this Clause 17 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.






	17.2	 	Financial information






	 	 	Vodafone shall supply to the Agent:






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




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	 	(i)	 	the audited consolidated financial statements of the
Consolidated Group for that financial year; and
	 
	 	(ii)	 	(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;






	 	(b)	 	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;






	 	(c)	 	within 20 days of the day on which the accounts referred to in paragraph (a)(i)
above or (b) above are posted on Vodafone’s website in accordance with paragraph (e)
below (provided that it shall not be a Default under this Clause 17.2 unless Vodafone
fails to so supply within 10 days of written request by the Agent (on its own accord or
at the request of a Lender) made at any time following the date of such posting) a
certificate signed by a Vodafone authorised officer (or following a Hive Up, a NewTopco
authorised officer), or in their absence any director of Vodafone or NewTopco, as the
case may be, establishing (in reasonable detail) compliance with Clauses 17.8 (Priority
borrowing) and 18 (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






	 	(d)	 	if, after the date of the most recent certificate delivered pursuant to
paragraph (c) 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 a Vodafone authorised officer (or following a Hive Up, a NewTopco authorised
officer), or in their absence any 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.






	 	(e)	 	Reports required to be delivered pursuant to clauses (a)(i) and (b) 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
in Clause 33.2(d) (Addresses for notices) 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 paragraphs (a)(i) and (a)(ii) above. The Borrower shall
provide paper copies of the deliverables required by paragraphs (c) above and (d) above
to the Agent (in sufficient copies for all the Lenders if the Agent so requests).






	17.3	 	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




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	 	 	 	Controlled Group regarding the business, financial or corporate affairs of the
Controlled Group, as the Agent may reasonably request,






	17.4	 	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.






	17.5	 	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.






	17.6	 	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).






	17.7	 	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.






	17.8	 	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 2010 (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 2010) 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 Subsidiary 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




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	 	 	 	an Obligor, the obligors under the New Commitments will have validly and
legally acceded as Additional Guarantors in accordance with Clauses 27.7(a)
and 27.7(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 (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 2010; 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 Interest”); 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 the definition of “Permitted
Security Interest”; 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




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	 	 	 	Indebtedness does not exceed US$5,000,000,000 (or its equivalent in other
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 US$3,000,000,000 at any time and (3) other
assets with an aggregate market value not exceeding US$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 paragraph (i)
above),






	 	 	 	does not exceed €3,500,000,000 or its equivalent in other currencies.






	 	 	Compliance with this Clause 17.8 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.




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	17.9	 	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
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.






	17.10	 	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.






	17.11	 	Margin Stock






	(a)	 	In this Clause 17.11,






	 	 	Margin Regulations means Regulations T, U and X issued by the Board of Governors of the
United States Federal Reserve System.






	 	 	Margin Stock means “margin stock” or “margin securities” as defined in the Margin
Regulations.






	(b)	 	No Obligor may:






	 	(i)	 	extend credit for the purpose, directly or indirectly, of buying or carrying
Margin Stock; or






	 	(ii)	 	use any Advance, directly or indirectly, to buy or carry Margin Stock or for
any other purpose in violation of the Margin Regulations.






	18.	 	FINANCIAL COVENANT






	18.1	 	Financial ratio






	(a)	 	Vodafone will, subject to paragraph (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.




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	(b)	 	If the ratio in paragraph (a) above 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 paragraph (a) above 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 paragraph (a) above exceeds 3.75:1, but the ratio in paragraph (b) above does
not exceed 3.75:1, Vodafone will not be in breach of paragraph (a) above.






	(d)	 	Any calculation made in accordance with paragraph (b) above 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 paragraph (a) above and
paragraph (b) above.






	18.2	 	Calculation times and periods






	(a)	 	The first test date for the financial ratio specified in Clause 18.1 (Financial ratio) will
occur on 30 September 2010.






	(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 data
for the period (each a “Ratio Period”) ending on each test date and beginning 6 months before
the relevant test date.






	18.3	 	Information sources






	(a)	 	Subject to adjustments that may be required by the operation of definitions in Clause 18.1
(Financial ratio), all information for calculation of the financial ratios set out in Clause
18.1 (Financial ratio), Clause 18.1(b) (Financial ratio) and Clause 19.5 (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 paragraphs (i) and (ii) above were delivered to the
Agent under Clauses 17.2(a)(i) and 17.2(b) (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
19.5(a)(ii) (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 17.2 (Financial information) or the
latest consolidated management accounts, as appropriate.




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	18.4	 	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.






	19.	 	DEFAULT






	19.1	 	Events of Default






	 	 	Each of the events set out in Clauses 19.2 (Non-payment) to 19.15 (United States Bankruptcy
Laws) (inclusive) is an Event of Default (whether or not caused by any reason whatsoever
outside the control of any Obligor or any other person).






	19.2	 	Non-payment






	 	 	An Obligor does not pay within four Business Days (the “Initial Grace Period”) 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 its failure to pay is caused by:






	 	(a)	 	administrative or technical error and payment is made within a further two
Business Days after the expiry of the Initial Grace Period; or






	 	(b)	 	a Disruption Event and payment is made within a further four Business Days
after the expiry of the Initial Grace Period;






	19.3	 	Breach of other obligations






	(a)	 	Vodafone does not comply with Clause 18 (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 19.2 (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.






	19.4	 	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.






	19.5	 	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:






	 	I.	 	Financial Indebtedness quoted or listed on a
stock exchange; or




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	 	II.	 	Financial Indebtedness of an Obligor arising
solely under paragraph (f) of the definition of “Financial
Indebtedness” in Clause 1.1 (Definitions); or






	 	(ii)	 	any Financial Indebtedness of any Principal Subsidiary 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 (ii) only applies if the ratio calculated in accordance with
Clause 18.1(a) (Financial ratio) for the most recent Ratio Period is greater than
3.25:1; or






	 	(iii)	 	an Event of Default has occurred under the 2015 Facility and is continuing.






	(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.






	19.6	 	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.






	19.7	 	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 a moratorium in respect of any indebtedness or arrangement with any
class of its creditors.




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	19.8	 	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 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.






	19.9	 	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.






	19.10	 	Similar proceedings






	 	 	Anything having a substantially similar effect to any of the events specified in Clauses
19.6 (Winding up) to 19.9 (Insolvency) inclusive shall occur under the laws of any
applicable jurisdiction in relation to any Obligor or any Principal Subsidiary.






	19.11	 	Unlawfulness






	 	 	It is or becomes unlawful for any Obligor to perform any of its payment or other material
obligations under the Finance Documents.






	19.12	 	Guarantee






	 	 	The guarantee of any Guarantor under Clause 15 (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 15.9 (Removal of Guarantors)).






	19.13	 	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 17.9 (Disposals); or






	 	(c)	 	with the prior written consent of the Majority Lenders.






	19.14	 	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.






	19.15	 	United States Bankruptcy Laws






	(a)	 	In this Clause 19.15 and Clause 19.16 (Acceleration):






	 	 	U.S. Bankruptcy Law means the United States Bankruptcy Code or any other United States
Federal or State bankruptcy, insolvency or similar law.




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	 	 	U.S. Debtor means an Obligor that is incorporated or organized under the laws of the United
States of America or any State of the United States of America (including the District of
Columbia) or that has a place of business or property in the United States of America.






	(b)	 	Any of the following occurs in respect of a U.S. Debtor:






	 	(i)	 	it makes a general assignment for the benefit of creditors;






	 	(ii)	 	it commences a voluntary case or proceeding under any U.S. Bankruptcy Law; or






	 	(iii)	 	an involuntary case under any U.S. Bankruptcy Law is commenced against it and
is not controverted within 20 days or is not dismissed or stayed within 60 days after
commencement of the case; or






	 	(iv)	 	an order for relief or other order approving any case or proceeding is entered
under any U.S. Bankruptcy Law.






	19.16	 	Acceleration






	(a)	 	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:






	 	(i)	 	if not already cancelled under paragraph (b) below, cancel the Total
Commitments; and/or






	 	(ii)	 	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






	 	(iii)	 	demand that all the Advances be payable on demand, whereupon they shall
immediately become payable on demand.






	(b)	 	If an Event of Default described in Clause 19.15 (United States Bankruptcy Laws) occurs, the
Commitments which are available to any U.S. Debtor will, if not already cancelled under this
Agreement, be immediately and automatically cancelled and all amounts owed by any U.S. Debtor
outstanding under the Finance Documents will be immediately and automatically due and payable,
without the requirement of notice or any other formality.






	20.	 	THE AGENTS AND THE ARRANGERS






	20.1	 	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.




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	20.2	 	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.






	20.3	 	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.






	20.4	 	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.






	(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.






	20.5	 	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.






	20.6	 	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.






	20.7	 	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.




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	(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.






	20.8	 	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.






	(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.






	20.9	 	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).






	20.10	 	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




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	 	 	 	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.






	20.11	 	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 Clause 4 (Conditions Precedent), 27.7 (Additional Guarantors) or 27.8 (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)	 	The Agent shall provide to Vodafone within five Business Days of a request by Vodafone (but
no more than once per calendar month), a list (which may be in electronic form) setting out
the names of the Lenders as at the date of that request, their respective Commitments, the
address and fax number (and the department or officer, if any, for whose attention any
communication is to be made or document to be delivered under or in connection with the
Finance Documents), the electronic mail address and/or any other information required to
enable the sending and receipt of information by electronic mail or other electronic means to
and by each Lender to whom any communication under or in connection with the Finance Documents
may be made by that means and the account details of each Lender for any payment to be
distributed by the Agent to that Lender under the Finance Documents.






	(e)	 	Except as provided above, the Agent or, as the case may be, the U.S. Swingline Agent has no
duty:






	 	(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.






	20.12	 	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;




75









 












	 	(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.






	20.13	 	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.






	20.14	 	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.






	20.15	 	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




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	 	 	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 20 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.






	(g)	 	Any successor Agent or, as the case may be, successor U.S. Swingline Agent and each of the
other Parties shall have the same rights and obligations amongst themselves as they would have
had if such successor had been an original party to this Agreement.






	20.16	 	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.






	20.17	 	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.




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	21.	 	FEES






	21.1	 	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 arrears. 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).






	(c)	 	No commitment fee is payable to the Agent (for the account of a Lender) on any Available
Commitment of that Lender for any day on which that Lender is a Defaulting Lender.






	21.2	 	Utilisation 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 utilisation
fee in accordance with paragraphs (b) and (c) below and at the rate per annum specified in
paragraph (b) below on any outstanding drawn amount of any Advance on each day.






	(b)	 	The utilisation fee will be paid on the aggregate outstanding amount of all Advances for each
day upon which the outstanding Advances exceed one half of the Total Commitments, at the rate
of 0.40 per cent per annum.






	(c)	 	The utilisation fee is calculated and accrues on a daily basis and is payable at the end of
each Term.






	21.3	 	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.






	21.4	 	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.






	21.5	 	VAT






	 	 	Any fee referred to in this Clause 21 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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	22.	 	EXPENSES






	22.1	 	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 10.4(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.






	22.2	 	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.






	23.	 	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.






	24.	 	INDEMNITIES






	24.1	 	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.






	24.2	 	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 19.16 (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.






	24.3	 	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
Clause 24.2(c) (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




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	 	 	 	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) above, Vodafone will, forthwith on receipt of a demand from the relevant
Finance Party pursuant to Clause 24.2(c) (Other indemnities), pay to that Finance Party an
amount equal to the difference between the amount payable under paragraphs (a) and (b)
above.






	25.	 	EVIDENCE AND CALCULATIONS






	25.1	 	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).






	25.2	 	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.






	25.3	 	Calculations






	 	 	Interest and the fees payable under Clause 21.1 (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.






	26.	 	AMENDMENTS AND WAIVERS






	26.1	 	Procedure






	(a)	 	Subject to Clause 26.2 (Exceptions) and Clause 26.3 (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.






	26.2	 	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 15 (Guarantee) otherwise than in
accordance with Clause 27.7 (Additional Guarantors) or Clause 15.9 (Removal of
Guarantors); or




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	 	(e)	 	a term of a Finance Document which expressly requires the consent of each
Lender;






	 	(f)	 	Clause 27.5 (Replacement of Lenders);






	 	(g)	 	Clause 30 (Pro Rata Sharing) or this Clause 26; or






	 	(h)	 	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.






	26.3	 	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.
	 
	26.4	 	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.
	 
	26.5	 	Disenfranchisement of Defaulting Lenders






	(a)	 	For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority
Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of
the Total Commitments has been obtained to approve any request for a consent, waiver,
amendment or other vote under the Finance Documents, that Defaulting Lender’s commitments will
be reduced by the amount of its Available Commitments.






	(b)	 	For the purposes of this Clause 26.5, the Agent may assume that the following Lenders are
Defaulting Lenders:






	 	(i)	 	any Lender which has notified the Agent that it has become a Defaulting Lender;
	 
	 	(ii)	 	any Lender in relation to which it is aware that any of the events or
circumstances referred to in paragraph (a) or (b) of the definition of “Defaulting
Lender” has occurred, and in the case of the events or circumstances referred to in
paragraph (a) of the definition of “Defaulting Lender”, none of the exceptions to that
paragraph apply,




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	 	 	unless it has received notice to the contrary from the Lender concerned (together with any
supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that
the Lender has ceased to be a Defaulting Lender.






	26.6	 	Replacement of a Defaulting Lender






	(a)	 	Vodafone may, at any time a Lender has become and continues to be a Defaulting Lender, by
giving five Business Days’ prior written notice to the Agent and such Lender:






	 	(i)	 	replace such Lender by requiring such Lender to (and such Lender shall)
transfer pursuant to Clause 27 (Changes to the Parties) all (and not part only) of its
rights and obligations under this Agreement;






	 	(ii)	 	require such Lender to (and such Lender shall) transfer pursuant to Clause 27
(Changes to the Parties) all (and not part only) of the undrawn Commitments of the
Lender: or






	 	(iii)	 	require such Lender to (and such Lender shall) transfer pursuant to Clause 27
(Changes to the Parties) all (and not part only) of its rights and obligations in
respect of the Facilities,






	 	 	to a Lender or other bank or financial institution, (a “Replacement Lender”) selected by
Vodafone, and which is acceptable to the Agent (acting reasonably) and which confirms its
willingness to assume and does assume all the obligations or all the relevant obligations of
the transferring Lender (including the assumption of the transferring Lender’s
participations or unfunded participations (as the case may be) on the same basis as the
transferring Lender) for a purchase price in cash payable at the time of transfer equal to
the outstanding principal amount of such Lender’s participation in the outstanding Advances
and all accrued interest, Break Costs and other amounts payable in relation thereto under
the Finance Documents.






	(b)	 	Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 26.6
shall be subject to the following conditions:






	 	(i)	 	Vodafone shall have no right to replace the Agent;






	 	(ii)	 	neither the Agent nor the Defaulting Lender shall have any obligation to
Vodafone to find a Replacement Lender;






	 	(iii)	 	the transfer must take place no later than 45 Business Days after the notice
referred to in paragraph (a) above; and






	 	 	in no event shall a Defaulting Lender be required to pay or surrender to the Replacement
Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.






	(c)	 	An amendment or waiver which relates to this Clause 26 may not be effected without the
consent of each Lender.






	27.	 	CHANGES TO THE PARTIES






	27.1	 	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 paragraph (b) below and provided that no Default is




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	 	 	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 27.1 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 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.
Subject to paragraph (c) below, 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.






	(c)	 	All Lender consent will be required for any transfer of rights under this Agreement to a
NewTopco or an Intermediate Holding Company to the extent the transferee is incorporated or
established or carrying on its principal business in a country which is subject to OFAC
sanctions or United Nations sanctions under Article 41 of the UN Charter.






	27.2	 	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, financial institution, central bank
or federal reserve (the “New Lender”) provided that:






	 	(i)	 	subject to paragraph (b) below Vodafone (or following a Hive Up, NewTopco) has,
except while an Event of Default is continuing or in the case of an assignment,
transfer or novation to an Affiliate or another Lender, 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, central bank or federal
reserve 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 US$8,000,000 in aggregate and in multiples of
US$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.




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	(c)	 	A transfer of obligations will be effective only if either:






	 	(i)	 	the obligations are novated in accordance with Clause 27.4 (Procedure for
novations); or






	 	(ii)	 	the New Lender gives prior written notice to Vodafone and, except while an
Event of Default is continuing or in the case of an assignment, transfer or novation to
an Affiliate or another Lender, obtains the consent of Vodafone in accordance with
paragraph (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.






	(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 US$3,000.






	(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 27; or




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	 	(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 11 (Taxes) or amounts becoming due under
Clause 13 (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.






	27.3	 	Affiliates of Lenders






	(a)	 	Each Lender may fulfil its obligations in respect of any Advance through an Affiliate if:






	 	(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 27.2 (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 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.






	27.4	 	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:




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	 	(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 (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.






	27.5	 	Replacement of Lenders






	(a)	 	In this Clause 27.5:






	 	 	Non-consenting Lender means a Lender which does not agree to a consent or amendment to, or a
waiver of, a provision of a Finance Document requested by Vodafone where:






	 	(i)	 	the consent, waiver or amendment requires the consent of all the Lenders;






	 	(ii)	 	a period of not less than 15 Business Days (or such other longer period as
agreed from time to time between the Agent and Vodafone) has elapsed from the date the
consent, waiver or amendment was requested; and






	 	(iii)	 	80% of the Lenders have agreed to the consent, waiver or amendment.






	 	 	Prepayment Lender means, at any time, a Lender in respect of which a Borrower is at that
time entitled to serve a notice under Clauses 8.5(a) to (c) (Right of prepayment and
cancellation) (inclusive), but has not done so.






	 	 	Relevant Lender means:






	 	(i)	 	a Prepayment Lender; or






	 	(ii)	 	a Non-Consenting Lender.




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	 	 	Replacement Lender means a Lender or any other bank or financial institution selected by
Vodafone which:






	 	(i)	 	in the case of a person which is not an existing Lender is acceptable to the
Agent (acting reasonably); and






	 	(ii)	 	is willing to assume all of the obligations of the Relevant Lender.






	(b)	 	Subject to paragraph (e) below, Vodafone may, on giving 10 Business Days’ prior notice to the
Agent and a Relevant Lender, require that Relevant Lender to transfer all of its rights and
obligations under this Agreement to a Replacement Lender.






	(c)	 	On receipt of a notice under paragraph (b) above the Relevant Lender must transfer all of its
rights and obligations under this Agreement:






	 	(i)	 	in accordance with Clause 27.2 (Transfers by Lenders);
	 
	 	(ii)	 	on the date specified in the notice;
	 
	 	(iii)	 	to the Replacement Lender specified in the notice; and
	 
	 	(iv)	 	for a purchase price equal to the aggregate of:






	 	(A)	 	the Relevant Lender’s share in the outstanding Facilities;
	 
	 	(B)	 	any Break Costs incurred by the Relevant Lender as a result of
the transfer; and
	 
	 	(C)	 	all accrued interest, fees and other amounts payable to the
Relevant Lender under this Agreement as at the transfer date.






	(d)	 	No member of the Group may make any payment or assume any obligation to or on behalf of the
Replacement Lender as an inducement for a Replacement Lender to become a Lender, other than as
provided in paragraph (c) above.






	(e)	 	Notwithstanding the above, Vodafone’s right to replace:






	 	(i)	 	a Non-Consenting Lender may only be exercised within 45 Business Days after the
date the consent, waiver or amendment was requested by Vodafone;
	 
	 	(ii)	 	a Prepayment Lender may only be exercised whilst it is entitled to serve a
notice under Clause 8.5 (Right of prepayment and cancellation); and
	 
	 	(iii)	 	a Non-Consenting Lender or Prepayment Lender under this Clause 27.5 shall in
no way be obliged to pay or surrender to such Replacement Lender any of the fees
received by such Lender pursuant to the Finance Documents.






	27.6	 	Pro rata interest settlement






	 	 	If the Agent has notified the Lenders that it is able to distribute interest payments on a
“pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer
pursuant to Clause 27.2 (Transfers by Lenders) or any novation pursuant to Clause 27.4
(Procedure for novations) the transfer date of which, in each case, is after the date of
such notification and is not on the last day of a Term):




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	 	(a)	 	any interest or fees in respect of the relevant participation which are
expressed to accrue by reference to the lapse of time shall continue to accrue in
favour of the Existing Lender up to but excluding the transfer date (“Accrued Amounts”)
and shall become due and payable to the Existing Lender (without further interest
accruing on them) on the last day of the current Term (or, if the Term is longer than
six Months, on the next of the dates which falls at six monthly intervals after the
first day of that Term); and






	 	(b)	 	the rights assigned or transferred by the Existing Lender will not include the
right to the Accrued Amounts so that, for the avoidance of doubt:






	 	(i)	 	when the Accrued Amounts become payable, those Accrued Amounts
will be payable for the account of the Existing Lender; and
	 
	 	(ii)	 	the amount payable to the New Lender on that date will be the
amount which would, but for the application of this Clause 27.6, have been
payable to it on that date, but after deduction of the Accrued Amounts.






	27.7	 	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 16.1
(Representations and warranties) to 16.6 (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.






	27.8	 	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 (or, if paragraph (iii) below
applies, all the 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.




89









 












	 	(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.






	 	(iii)	 	All Lender consent will be required for any Additional Borrower to the extent
the Additional Borrower is incorporated or established or carrying on its principal
business in a country which is subject to OFAC sanctions or United Nations sanctions
under Article 41 of the UN Charter.






	(b)	 	The execution of a Borrower Accession Agreement constitutes confirmation by the Additional
Borrower concerned that the representations and warranties set out in Clauses 16.1
(Representations and warranties) to 16.6 (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.






	27.9	 	Removal of Borrowers






	(a)	 	Any Borrower (other than Vodafone (subject to paragraph (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 or will result
from such action, 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 27.7 (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.






	27.10	 	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.




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	27.11	 	Register






	 	 	The Agent, acting solely for this purpose as agent of the Borrowers, shall keep a register
of all the Parties including in the case of Lenders, their respective commitments, the
obligations owing to each, and 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.






	 	 	The Agent shall record in the register any transfer by an Obligor or by a Lender described
in Clause 27.1(a) or (b) (Transfers by Obligors) or 27.2 (Transfers by Lenders),
respectively, and any other modification to the Borrowers, Lenders, Guarantors, or
outstanding obligations. The Agent shall record the names and addresses of each Lender and
the respective Commitments of and obligations owing to each Lender. The entries in the
register shall, in the absence of manifest error, be conclusive and each Obligor, the Agent,
and each Lender shall treat each person whose name is recorded in the register as a Lender
notwithstanding any notice to the contrary. The register shall be available for inspection
by each Obligor at any reasonable time and from time to time upon reasonable prior notice.






	27.12	 	Security over Lenders’ rights






	 	 	In addition to the other rights provided to Lenders under this Clause 27, each Lender may
at any time charge, assign or otherwise create Security in or over (whether by way of
collateral or otherwise) all or any of its rights under any Finance Document to secure
obligations of that Lender including, without limitation:






	 	(a)	 	any charge, assignment or other Security to secure obligations to a federal
reserve or central bank (including but not limited to, any government authority,
department or agency (including HM Treasury)); and






	 	(b)	 	with the prior written consent of Vodafone (or following a Hive Up, NewTopco),
such consent not to be unreasonably withheld or delayed, in the case of any Lender
which is a fund, any charge, assignment or other Security granted to any holders (or
trustee or representatives of holders) of obligations owed, or securities issued, by
that Lender as security for those obligations or securities,






	 	 	except that no such charge, assignment or Security shall:






	 	(i)	 	release a Lender from any of its obligations under the Finance Documents or
substitute the beneficiary of the relevant charge, assignment or other Security for the
Lender as a party to any of the Finance Documents; or






	 	(ii)	 	require any payments to be made by an Obligor or grant to any person any more
extensive rights than those required to be made or granted to the relevant Lender under
the Finance Documents.






	28.	 	DISCLOSURE OF INFORMATION






	28.1	 	Disclosure






	(a)	 	A Lender may disclose to any of its Affiliates, any person to whom or for whose benefit a
Lender charges, assigns or otherwise creates security (or may do so) pursuant to Clause 27.12
(Security over Lenders’ rights) 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:




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	 	(i)	 	a copy of any Finance Document; and






	 	(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 or a federal reserve or central bank (as long as the relevant Affiliate,
federal reserve or central bank is informed that such information is confidential) 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)	 	Paragraphs 1(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” “us” or “our” were to each Finance
Party and references to “you” were to Vodafone.






	28.2	 	Disclosure to numbering service providers






	(a)	 	Any Finance Party may disclose to any national or international numbering service provider
appointed by that Finance Party to provide identification numbering services in respect of
this Agreement, the Facilities and/or one or more Obligors the following information:






	 	(i)	 	names of Obligors;
	 
	 	(ii)	 	country of domicile of Obligors;
	 
	 	(iii)	 	place of incorporation of Obligors;
	 
	 	(iv)	 	date of this Agreement;
	 
	 	(v)	 	the name of the Agent and the Arranger;
	 
	 	(vi)	 	date of each amendment and restatement of this Agreement;
	 
	 	(vii)	 	amount of Total Commitments;
	 
	 	(viii)	 	currencies of the Facilities;
	 
	 	(ix)	 	type of Facilities;
	 
	 	(x)	 	ranking of Facilities;
	 
	 	(xi)	 	Maturity Date for the Facilities;
	 
	 	(xii)	 	changes to any of the information previously supplied pursuant to paragraphs (i) to (xi) above (inclusive); and
	 
	 	(xiii)	 	such other information agreed between such Finance Party and Vodafone,






	 	 	to enable such numbering service provider to provide its usual syndicated loan numbering
identification services.






	(b)	 	The Parties acknowledge and agree that each identification number assigned to this Agreement,
the Facilities and/or one or more Obligors by a numbering service provider and




92









 






	 	 	the information associated with each such number may be disclosed to users of its services
in accordance with the standard terms and conditions of that numbering service provider.






	(c)	 	If requested, the Agent shall notify Vodafone and the other Finance Parties of:






	 	(i)	 	the name of any numbering service provider appointed by the Agent in respect of
this Agreement, the Facilities and/or one or more Obligors; and






	 	(ii)	 	the number or, as the case may be, numbers assigned to this Agreement, the
Facilities and/or one or more Obligors by such numbering service provider.






	29.	 	SET-OFF






	29.1	 	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.






	29.2	 	Set-off not mandatory






	 	 	No Finance Party shall be obliged to exercise any right given to it by Clause 29.1
(Contractual set-off).






	29.3	 	Notice of set-off






	 	 	Any Finance Party exercising its rights under Clause 29.1 (Contractual set-off) shall notify
Vodafone promptly after set-off is applied.






	30.	 	PRO RATA SHARING






	30.1	 	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 10 (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 10 (Payments);






	 	(c)	 	subject to Clause 30.3 (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;






	 	(d)	 	the Agent shall treat the Redistribution as if it were a payment by the Obligor
concerned under Clause 10 (Payments) and shall pay the Redistribution to the




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	 	 	 	Finance Parties (other than the Recovering Finance Party) in accordance with Clause
10.8 (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.






	30.2	 	Reversal of redistribution






	 	 	If under Clause 30.1 (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 30.1(e) (Redistribution) will operate in reverse to the extent of the reimbursement.






	30.3	 	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 30.1(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.






	31.	 	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.






	32.	 	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.






	33.	 	NOTICES






	33.1	 	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:




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	 	(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.






	33.2	 	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:






	 	 	For Operational Duties (such as Drawdowns, Interest Rate Fixing, Interest/fee calculations
and payments)






	 	 	The Royal Bank of Scotland plc

2nd Floor

Bankside 3

90-100 Southwark Street

London.

SE1 0SW


Contact: Lending Operations

Facsimile: 020 7615 0156






	 	 	For Non Operational Matters (such as documentation; covenant compliance; amendments &
waivers)
	 
	 	 	The Royal Bank of Scotland plc

Level 5

135 Bishopsgate

London

EC2M 3UR


Contact: Bob Ottewill, Associate Director, Syndicated Loans Agency

Telephone: 020 7085 3817

Facsimile: 020 7085 4564

Email: bob.ottewill@rbs.com






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




95









 












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






	 	 	Primary Operations Contact:


The Royal Bank of Scotland plc

600 Washington Boulevard

Stamford, CT, USA

06901


Contact: Charles Ray

Telephone: 001 203 897 3559

Facsimile: 001 212 401 1494 or 001 212 401 1336

Email: charles.ray@rbs.com

Email: AgencyOps@rbs.com


	 
	 	 	Secondary Operations Contact:


The Royal Bank of Scotland plc

600 Washington Boulevard

Stamford, CT, USA

06901


Contact: Lynne Alfarone

Telephone: 001 203 971 7606

Facsimile: 001 212 401 1494 or 001 212 401 1336

Email: lynne.alfarone@rbs.com

Email: AgencyOps@rbs.com






	     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 address, facsimile number and website of Vodafone are:
	 
	 	 	Vodafone Group Plc

Vodafone House

The Connection

Newbury RG14 2FN


Contact: Director of Treasury

Telephone: 01635 682421

Facsimile: 01635 676 746






	 	 	Website: http://www.vodafone.com/start/investor_relations/financial_reports. html






	      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 33.






	33.3	 	Communication when Agent or U.S. Swingline Agent is Impaired Agent






	 	 	If the Agent or, as the case may be, the U.S. Swingline Agent is an Impaired Agent the
Parties may, instead of communicating with each other through the Agent or, as the case may
be, the




96









 












	 	 	U.S. Swingline Agent, communicate with each other directly and (while the Agent or the U.S.
Swingline Agent is an impaired Agent) all the provisions of the Finance Documents which
require communications to be made or notices to be given to or by the Agent shall be varied
so that communications may be made and notices given to or by the relevant Parties directly.
This provision shall not operate after a successor Agent or, as the case may be, successor
U.S. Swingline Agent has been appointed.






	34.	 	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.






	35.	 	JURISDICTION






	35.1	 	Submission






	(a)	 	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 or any
non-contractual obligation arising out of or in connection with any Finance Document and
accordingly submits to the jurisdiction of the English courts.






	(b)	 	Notwithstanding paragraph (a) above, any New York State court or U.S. Federal court sitting
in the City and County of New York also has jurisdiction to settle any dispute in connection
with any Finance Document, and, for the benefit of the Finance Parties, each Obligor submits
to the jurisdiction of those courts.






	(c)	 	The English and New York courts are the most appropriate and convenient courts to settle any
such dispute and each Obligor waives objection to those courts on the grounds of inconvenient
forum or otherwise in relation to proceedings in connection with any Finance Document.






	35.2	 	Service of process






	(a)	 	Without prejudice to any other mode of service, each Obligor (other than an Obligor
incorporated in England and Wales):






	 	(i)	 	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);






	 	(ii)	 	agrees that failure by a process agent to notify the relevant Obligor of the
process will not invalidate the proceedings concerned;






	 	(iii)	 	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 33.2 (Addresses for notices); and




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	 	(iv)	 	agrees that if the appointment of any person mentioned in paragraph (i) or (ii)
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.






	(b)	 	Prior to the accession of a US Obligor who is not incorporated or having a place of business
in New York State such US Obligor must appoint an agent for service of process in any
proceedings before any court located in the State of New York on terms reasonably satisfactory
to the Agent.






	35.3	 	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.






	35.4	 	Non-exclusivity






	 	 	Nothing in this Clause 35 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.






	36.	 	GOVERNING LAW






	 	 	This Agreement and any non-contractual obligations arising out of or in connection with it
are governed by English law.






	37.	 	USA PATRIOT ACT






	 	 	Each Finance Party that is subject to the requirements of the USA Patriot Act hereby
notifies each Obligor that pursuant to the requirements of the USA Patriot Act, it is
required to obtain, verify and record information that identifies the Obligors, which
information includes the name and address of the Obligors and other information that will
allow such Finance Party to identify the Obligors in accordance with the USA Patriot Act.
Each Obligor agrees that it will provide each Finance Party with such information as it may
request in order for such Finance Party to satisfy the requirements of the USA Patriot Act.






	38.	 	WAIVER OF TRIAL BY JURY






	 	 	EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN
CONNECTION WITH ANY FINANCE DOCUMENT OR ANY TRANSACTION CONTEMPLATED BY ANY FINANCE
DOCUMENT. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.




98









 










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







99









 








SCHEDULE 1



LENDERS AND COMMITMENTS



PART 1



LENDERS AND COMMITMENTS



Commitments

US$



	 	 	 	 	 
	Original Lender	 	Commitment
	 	 	(US$)
	Abbey National Treasury Services Plc (Trading as Santander
Global Banking and Markets)
	 	 	155,000,000	 
	Australia and New Zealand Banking Group Limited
	 	 	155,000,000	 
	Banco Bilbao Vizcaya Argentaria S.A., London Branch
	 	 	155,000,000	 
	Bank of America, N.A.
	 	 	155,000,000	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	 	 	155,000,000	 
	Barclays Bank PLC
	 	 	155,000,000	 
	BNP Paribas
	 	 	155,000,000	 
	Citibank, N.A.
	 	 	155,000,000	 
	Deutsche Bank AG, London Branch
	 	 	155,000,000	 
	Goldman Sachs Bank USA
	 	 	155,000,000	 
	HSBC Bank plc
	 	 	155,000,000	 
	ING Bank N.V., London Branch
	 	 	155,000,000	 
	Intesa Sanpaolo S.p.A.
	 	 	155,000,000	 
	JPMorgan Chase Bank N.A.
	 	 	155,000,000	 
	Lloyds TSB Bank plc
	 	 	155,000,000	 
	Mizuho Corporate Bank, Ltd.
	 	 	155,000,000	 
	Morgan Stanley Bank, N.A.
	 	 	135,000,000	 
	Morgan Stanley Senior Funding Inc
	 	 	20,000,000	 
	National Australia Bank Limited ABN 12 004 044 937
	 	 	155,000,000	 






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	Original Lender	 	Commitment
	 	 	(US$)
	Nomura International plc
	 	 	155,000,000	 
	Sumitomo Mitsui Banking Corporation
	 	 	155,000,000	 
	The Royal Bank of Scotland plc
	 	 	155,000,000	 
	UBS AG, London Branch
	 	 	155,000,000	 
	UniCredit Luxembourg S.A.
	 	 	155,000,000	 
	Banco de Sabadell, S.A., London Branch
	 	 	75,000,000	 
	The Bank of New York Mellon
	 	 	75,000,000	 
	Commerzbank Aktiengesellschaft, London Branch
	 	 	75,000,000	 
	Société Générale, London Branch
	 	 	75,000,000	 
	Standard Chartered Bank
	 	 	75,000,000	 
	TD Bank Europe Limited
	 	 	75,000,000	 
	Total
	 	 	4,015,000,000	 






101









 






PART 2




SWINGLINE LENDERS AND SWINGLINE COMMITMENTS



	 	 	 	 	 
	Swingline Lender	 	Swingline Commitments
	 	 	US$
	Australia and New Zealand Banking Group Limited
	 	 	155,000,000	 
	Barclays Bank PLC
	 	 	155,000,000	 
	Bank of America, N.A.
	 	 	155,000,000	 
	Abbey National Treasury Services
Plc (Trading as Santander Global
Banking and Markets)
	 	 	155,000,000	 
	Citibank, N.A.
	 	 	155,000,000	 
	Deutsche Bank AG, London Branch
	 	 	155,000,000	 
	Goldman Sachs Bank USA
	 	 	155,000,000	 
	Mizuho Corporate Bank, Ltd.
	 	 	155,000,000	 
	Morgan Stanley Bank, N.A.
	 	 	135,000,000	 
	Morgan Stanley Senior Funding Inc
	 	 	20,000,000	 
	Sumitomo Mitsui Banking Corporation
	 	 	155,000,000	 
	The Bank of New York Mellon
	 	 	75,000,000	 
	TD Bank Europe Limited
	 	 	75,000,000	 
	Total
	 	 	1,700,000,000	 






102









 






PART 3




MANDATED LEAD ARRANGERS



Abbey National Treasury Services Plc (Trading as Santander Global Banking and Markets)

Australia and New Zealand Banking Group Limited

Banco Bilbao Vizcaya Argentaria S.A.

Banc of America Securities Limited

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Barclays Capital

BNP Paribas

Citigroup Global Markets Limited

Deutsche Bank AG, London Branch

Goldman Sachs International

HSBC Bank plc

ING Bank N.V., London Branch

Intesa Sanpaolo S.p.A.

J.P. Morgan plc

Lloyds TSB Bank plc

Mizuho Corporate Bank, Ltd

Morgan Stanley Bank International Limited

National Australia Bank Limited

Nomura International plc

The Royal Bank of Scotland plc

Sumitomo Mitsui Banking Corporation

UBS Limited

UniCredit Bank AG








103









 








PART 4




CO-ARRANGERS



Banco de Sabadell, S.A., London Branch

The Bank of New York Mellon

Commerzbank Aktiengesellschaft, London Branch

Société Générale, London Branch

Standard Chartered Bank

TD Bank Europe Limited




104









 





SCHEDULE 2




CONDITIONS PRECEDENT DOCUMENTS



PART 1



TO BE DELIVERED BEFORE THE FIRST ADVANCE




	1.	 	Constitutional documents






	 	 	A copy of the 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 2015 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”.




105









 











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 (if applicable) 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 2015 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.




106









 












	9.	 	A copy of the latest annual statutory audited accounts of the Additional Guarantor.






	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.




107









 











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 2015 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.




108









 











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 (a) the requirements of
the Bank of England and/or the Financial Services Authority (or, in either case, any other
authority which replaces all or any of its functions) or (b) the requirements of the European
Central Bank.






	2.	 	On the first day of each 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:
	 
	 	 	 	 
	 
	 	(b) in relation to an Advance in any currency other than sterling:
	 
	 	 	 	 






	 	 	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.










109









 












	4.	 	For the purposes of this Schedule 3:






	 	(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 Financial
Services Authority Fees 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 9.1(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 7.






	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.




110









 












	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 3 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 3 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 (Definitions) of this Agreement.




111









 











SCHEDULE 4




FORM OF REQUEST



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




From: [BORROWER]




Date: [     ]




Vodafone Group Plc US $ [     ]

Revolving Credit Agreement dated [l] 2011 (as amended from time to time)





	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.




112









 










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 US$ [     ]

Revolving Credit Agreement dated [l] 2011 (as amended from time to time)



We refer to Clause 27.4 (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 27.4 (Procedure for novations).






	2.	 	The specified date for the purposes of [Clause 27.4(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 33.2
(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 27.2(c)(ii) (Transfers by Lenders).






	5.	 	This Novation Certificate and any non-contractual obligations arising out of or in connection
with it are governed by English law.







 




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




113









 










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:






114









 






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 [l] 2011 (as amended from time to time) (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 27.7 (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 27.7 (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 33.2 (Addresses for notices) is:




[




]


[If not classified as a corporation: [Name of company] is [classified as a partnership/OR/
disregarded as an entity separate from its owner] and is owned by [NAME OF OWNER(S)] for U.S.
federal income tax purposes.]



This Deed and any non-contractual obligations arising out of or in connection with it are 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.




115









 










PART 3




BORROWER ACCESSION AGREEMENT



To: THE ROYAL BANK OF SCOTLAND PLC as Agent




From: [PROPOSED BORROWER]




[Date]




Vodafone Group Plc —US$ [ ] Revolving Credit Agreement

dated [l] 2011 (as amended from time to time) (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 27.8 (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 27.8 (Additional Borrowers).



The address for notices of the Additional Borrower for the purposes of Clause 33.2 (Addresses for
notices) is:




[




]


[If not classified as a corporation: [Name of company] is [classified as a partnership/OR/
disregarded as an entity separate from its owner] and is owned by [NAME OF OWNER(S)] for U.S.
federal income tax purposes.]



This Agreement and any non-contractual obligations arising out of or in connection with it are
governed by English law.



[ADDITIONAL BORROWER]



By:




THE ROYAL BANK OF SCOTLAND PLC

By:




116









 





PART 4




LENDER ACCESSION AGREEMENT



To: THE ROYAL BANK OF SCOTLAND PLC as Agent




From: [PROPOSED ADDITIONAL LENDER]

[Date]




Vodafone Group Plc —US$ [ ] Revolving Credit Agreement

dated [l] 2011 (as amended from time to time) (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 2.8 (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 2.8 (Additional Lenders) with effect on
and from [insert date].



Our Revolving Credit Commitment is € [ ].[Our Swingline Commitment is € [
]]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
33.2 (Addresses for notices) is:




[          ]



This Agreement and any non-contractual obligations arising out of or in connection with it are
governed by English law.



[ADDITIONAL LENDER]



By:




THE ROYAL BANK OF SCOTLAND PLC

By:



VODAFONE GROUP PLC



By:






 




			
	0	 	Delete if not applicable.








117












 





SCHEDULE
6




FORM OF CONFIDENTIALITY UNDERTAKING FROM NEW LENDER




			
	To:	 	[Existing Lender];

Vodafone Group Plc;




Dear Sirs,



We refer to the US$ [       ] Revolving Credit Agreement dated [•] 2011 (as amended from
time to time) (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 28 (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.










118









 












	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) above 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 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 above 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.










119









 












	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 letter and any non-contractual obligations arising out of or in connection with it
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 paragraphs 6 and 9 above 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]




120









 





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 [Director of Treasury]




[DATE]



Dear Sirs,




Fee Letter



You have asked us to participate in a US$ [       ] 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 [•] 2011 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 2.8 (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 and any non-contractual obligations arising out of or in connection with it are
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.







121









 







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.



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]







122









 








SCHEDULE
8




FIXED RATE BONDS AND PREFERENCE SHARES



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.







123









 








SCHEDULE
9




FORM OF INCREASE CONFIRMATION




			
	To:	 	THE ROYAL BANK OF SCOTLAND PLC as Agent and Vodafone, for and on
behalf of each Obligor





From: [the Increase Lender] (the “Increase Lender”)




[DATE]




Vodafone Group Plc US$ [            ] Revolving Credit Agreement

dated [•] 2011 (as amended from time to time) (the “Credit Agreement”)





	1.	 	We refer to the Credit Agreement. This agreement (the “Agreement”) shall take effect as an
Increase Confirmation for the purpose of the Credit Agreement. Terms defined in the Credit
Agreement have the same meaning in this Agreement unless given a different meaning in this
Agreement.
	 
	2.	 	We refer to clause 2.3 (Increase) of the Credit Agreement.
	 
	3.	 	The Increase Lender agrees to assume and will assume all of the obligations corresponding to
the Commitment specified in the Schedule (the “Relevant Commitment”) as if it was an Original
Lender under the Credit Agreement.
	 
	4.	 	The proposed date on which the increase in relation to the Increase Lender and the Relevant
Commitment is to take effect (the “Increase Date”) is [ ].
	 
	5.	 	On the Increase Date, the Increase Lender becomes party to the relevant Finance Documents as
a Lender.
	 
	6.	 	The Facility Office and address, fax number and attention details for notices to the Increase
Lender for the purposes of Clause 33.2 (Addresses for notices) are set out in the Schedule.
	 
	7.	 	The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations
referred to in of Clause 2.3(f) (Increase).
	 
	8.	 	The Increase Lender confirms, for the benefit of the Agent and without liability to any
Obligor, that it is:






	 	(a)	 	[a Qualifying Lender (other than a Treaty Lender);]
	 
	 	(b)	 	[a Treaty Lender;]
	 
	 	(c)	 	[not a Qualifying
Lender].2






	[9] 	 	 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.
	 
	[9/10] 	 	 This Agreement and any non-contractual obligations arising out of
or in connection with it are governed by English Law.
	 
	[10/11] 	 	 This Agreement has been entered into on the date stated at the
beginning of this Agreement.







 




			
	2	 	Delete as applicable – each Increase Lender is
required to confirm which of these three categories it falls within.




124









 










THE SCHEDULE




Relevant Commitment/rights and obligations to be assumed by the Increase Lender



[insert relevant details]



[Facility office address, fax number and attention details for notices and account details for
payments]


[Increase Lender]



By:



This Agreement is accepted as an Increase Confirmation for the purpose of the Credit Agreement by
the Agent and the Increase Date is confirmed as [      ].



Agent



By:







125









 








SIGNATORIES




Borrower and Guarantor




VODAFONE GROUP PLC




By: ANDREW NIGEL HALFORD            NEIL GARROD









126









 








Mandated Lead Arrangers




ABBEY NATIONAL TREASURY SERVICES PLC (TRADING AS SANTANDER GLOBAL BANKING AND MARKETS)




			
	 	 	 
	By: KIERAN RYAN
	 	STEVEN WAHNON






AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED



By: MARK CHERRY




BANCO BILBAO VIZCAYA ARGENTARIA S.A.




			
	 	 	 
	By: NICHOLAS CONWAY
	 	DAVID ROCA






BANC OF AMERICA SECURITIES LIMITED



By: KATE DAVEY




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.



By: SIMON LELLO




BARCLAYS CAPITAL



By: MARK POPE









127









 








BNP PARIBAS




			
	 	 	 
	By: MIKE MOLLOY
	 	TOM BOLTON






CITIGROUP GLOBAL MARKETS LIMITED



By: MIKKEL GRONLYKKE




DEUTSCHE BANK AG, LONDON BRANCH




			
	 	 	 
	By: MICHAEL STARMER-SMITH
	 	SIMON DERRICK






GOLDMAN SACHS INTERNATIONAL




By: JENS HOFMANN




HSBC BANK PLC




By: DAVID STENT




ING BANK N.V., LONDON BRANCH




			
	 	 	 
	By: STEVEN FITCH
	 	MARK FOLEY






INTESA SANPAOLO S.P.A.




			
	 	 	 
	By: PAUL SAMUELS
	 	CHRISTOPHER PIPER






128









 






J.P. MORGAN PLC



By: CARLOS VAZQUEZ




LLOYDS TSB BANK PLC



By: NIGEL DUFFIELD




MIZUHO CORPORATE BANK, LTD



By: RICHARD ALLEN




MORGAN STANLEY BANK INTERNATIONAL LIMITED



By: MATHIAS BLUMSCHEIN




NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937



By: J. K. HEMINSLEY




NOMURA INTERNATIONAL PLC



By: MORVEN JONES




THE ROYAL BANK OF SCOTLAND PLC



By: PETER ELLEMANN









129









 








SUMITOMO MITSUI BANKING CORPORATION



By: ERIC SCHIPPER




UBS LIMITED




			
	 	 	 
	By: SHARON CANHAM
	 	ALAN GREENHOW






UNICREDIT BANK AG.




			
	 	 	 
	By: KATHRIN LUTZE
	 	MIRYAM LÜDTKE






130









 






Lenders




ABBEY NATIONAL TREASURY SERVICES PLC (TRADING AS SANTANDER GLOBAL BANKING AND MARKETS)




			
	 	 	 
	By: KIERAN RYAN
	 	STEVEN WAHNON






AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED



By: MARK CHERRY




BANCO BILBAO VIZCAYA ARGENTARIA S.A., LONDON BRANCH




			
	 	 	 
	By: NICHOLAS CONWAY
	 	DAVID ROCA






BANK OF AMERICA, N.A.



By: KATE DAVEY




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.



By: SIMON LELLO




BARCLAYS BANK PLC



By: MARK POPE









131









 








BNP PARIBAS




			
	 	 	 
	By: MIKE MOLLOY
	 	TOM BOLTON






CITIBANK, N.A.




By: MIKKEL GRONLYKKE




DEUTSCHE BANK AG, LONDON BRANCH




			
	 	 	 
	By: MICHAEL STARMER-SMITH
	 	SIMON DERRICK






GOLDMAN SACHS BANK USA




By: MARK WALTON




HSBC BANK PLC




By: DAVID STENT




ING BANK N.V., LONDON BRANCH




			
	 	 	 
	By: STEVEN FITCH
	 	MARK FOLEY






INTESA SANPAOLO S.P.A.




			
	 	 	 
	By: PAUL SAMUELS
	 	CHRISTOPHER PIPER






132









 





JPMORGAN CHASE BANK N.A.



By: CARLOS VAZQUEZ




LLOYDS TSB BANK PLC



By: NIGEL DUFFIELD




MIZUHO CORPORATE BANK, LTD



By: RICHARD ALLEN




MORGAN STANLEY BANK, N.A.



By: MELISSA JAMES




MORGAN STANLEY SENIOR FUNDING INC



By: MELISSA JAMES




NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937



By: J. K. HEMINSLEY









133









 








NOMURA INTERNATIONAL PLC



By: MORVEN JONES




THE ROYAL BANK OF SCOTLAND PLC



By: PETER ELLEMANN




SUMITOMO MITSUI BANKING CORPORATION



By: ERIC SCHIPPER




UBS AG, LONDON BRANCH




			
	 	 	 
	By: SHARON CANHAM
	 	ALAN GREENHOW






UNICREDIT LUXEMBOURG S.A.




			
	 	 	 
	By: ERWIN MOOS
	 	BIRGIT HEINCKE






BANCO DE SABADELL, S.A., LONDON BRANCH




			
	 	 	 
	By: NEIL H C FARREN
	 	PETER C HOUGHTON






THE BANK OF NEW YORK MELLON



By: WILLIAM M. FEATHERS









134









 















COMMERZBANK AKTIENGESELLSCHAFT, LONDON BRANCH




			
	 	 	 
	By: PETER RICHEY
	 	MARK SMYTH






SOCIÉTÉ GENÉRALE, LONDON BRANCH




By: JON ELTRINGHAM




STANDARD CHARTERED BANK




			
	 	 	 
	By: STEPHEN LILLEY
	 	JACKIE EDWARDS






TD BANK EUROPE LIMITED



By: PHILIP BATES






135









 








Swingline Lenders




ABBEY NATIONAL TREASURY SERVICES PLC (TRADING AS SANTANDER GLOBAL BANKING AND MARKETS)




			
	 	 	 
	By: KIERAN RYAN
	 	STEVEN WAHNON






AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED



By: MARK CHERRY




BANK OF AMERICA, N.A,



By: KATE DAVEY




BARCLAYS BANK PLC



By: MARK POPE




CITIBANK, N.A.



By: MIKKEL GRONLYKKE












DEUTSCHE BANK AG, LONDON BRANCH




			
	 	 	 
	By: MICHAEL STARMER-SMITH
	 	SIMON DERRICK






136









 






GOLDMAN SACHS BANK USA



By: MARK WALTON




MIZUHO CORPORATE BANK, LTD



By: RICHARD ALLEN




MORGAN STANLEY BANK, N.A.



By: MELISSA JAMES




MORGAN STANLEY SENIOR FUNDING INC



By: MELISSA JAMES




SUMITOMO MITSUI BANKING CORPORATION



By: ERIC SCHIPPER




THE BANK OF NEW YORK MELLON



By: WILLIAM M. FEATHERS




TD BANK EUROPE LIMITED



By: PHILIP BATES









137









 








Agent




THE ROYAL BANK OF SCOTLAND PLC



By: PETER ELLEMANN




U.S. Swingline Agent




THE ROYAL BANK OF SCOTLAND PLC



By: PETER ELLEMANN





138