Exhibit
    4(a)(ii)

---



CONFORMED
    COPY





$2,650,000,000

FACILITY
    AGREEMENT



dated
    13 February 2003



for



INTERCONTINENTAL
  HOTELS GROUP PLC



arranged
    byBARCLAYS
    CAPITALHSBC BANK plc
    J.P. MORGAN plc
    SALOMON
    BROTHERS INTERNATIONAL LIMITED
    THE
ROYAL BANK OF SCOTLAND plc



with



HSBC BANK plcacting as Agent







Ref: RJE/PHPS/EHXT

---



|       | CONTENTS                                            |     
|------ | --------------------------------------------------- | ----
|CLAUSE |                                                     | PAGE
|       | SECTION
    1                                       |     
|       | INTERPRETATION                                      |     
|1.     | Definitions and interpretation                      | 1   
|       | SECTION
    2                                       |     
|       | THE
    FACILITIES                                  |     
|2.     | The Facilities                                      | 16  
|3.     | Purpose                                             | 16  
|4.     | Conditions of Utilisation                           | 16  
|       | SECTION
    3                                       |     
|       | UTILISATION                                         |     
|5.     | Utilisation                                         | 19  
|6.     | Optional Currencies                                 | 20  
|       | SECTION
    4                                       |     
|       | REPAYMENT,
         PREPAYMENT AND CANCELLATION     |     
|7.     | Repayment                                           | 23  
|8.     | Prepayment and cancellation                         | 24  
|       | SECTION
    5                                       |     
|       | COSTS OF UTILISATION                                |     
|9.     | Interest                                            | 27  
|10.    | Interest Periods                                    | 28  
|11.    | Changes to the calculation of interest              | 29  
|12.    | Fees                                                | 30  
|       | SECTION
    6                                       |     
|       | ADDITIONAL PAYMENT OBLIGATIONS                      |     
|13.    | Tax gross up and indemnities                        | 31  
|14.    | Increased costs                                     | 36  
|15.    | Other indemnities                                   | 37  
|16.    | Mitigation by the Lenders                           | 38  
|17.    | Costs and expenses                                  | 38  
|       | SECTION
    7                                       |     
|       | GUARANTEE                                           |     
|18.    | Guarantee and indemnity                             | 39  
|       | SECTION
    8                                       |     
|       | REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT |     
|19.    | Representations                                     | 42  
|20.    | Information undertakings                            | 44  
|21.    | Financial covenants                                 | 47  
|22.    | General undertakings                                | 50  
|23.    | Events of Default                                   | 54  
|       | SECTION
    9                                       |     
|       | CHANGES TO PARTIES                                  |     
|24.    | Changes to the Lenders                              | 58  
|25.    | Changes to the Obligors                             | 61  
|       |                                                     |     

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|    | SECTION 10                                 |   
|--- | ------------------------------------------ | --
|    | THE FINANCE PARTIES                        |   
|26. | Role of the Agent and the Arranger         | 63
|27. | Conduct of business by the Finance Parties | 67
|28. | Sharing among the Finance Parties          | 67
|    | SECTION 11                                 |   
|    | ADMINISTRATION                             |   
|29. | Payment mechanics                          | 69
|30. | Set-off                                    | 71
|31. | Notices                                    | 71
|32. | Calculations and certificates              | 73
|33. | Partial invalidity                         | 73
|34. | Remedies and waivers                       | 73
|35. | Amendments and waivers                     | 73
|36. | Counterparts                               | 74
|    | SECTION 12                                 |   
|    | GOVERNING
         LAW AND ENFORCEMENT     |   
|37. | Governing law                              | 75
|38. | Enforcement                                | 75

|                                                    |     
|--------------------------------------------------- | ----
|THE SCHEDULES                                      
|SCHEDULE                                            | PAGE
|                                                    |     
|SCHEDULE 1 The Original Lenders                     | 76  
|SCHEDULE 2 Conditions Precedent                     | 77  
|SCHEDULE 3 Requests                                 | 80  
|SCHEDULE 4 Mandatory Cost formulae                  | 82  
|SCHEDULE 5 Form of Transfer Certificate             | 85  
|SCHEDULE 6 Form of Accession Letter                 | 87  
|SCHEDULE 7 Form of Resignation Letter               | 88  
|SCHEDULE 8 Form of Compliance Certificate           | 89  
|SCHEDULE 9 Security                                 | 90  
|SCHEDULE 10 Timetables                              | 91  
|SCHEDULE 11 Form of LMA Confidentiality Undertaking | 93  
|SCHEDULE 12 Form of Term Out Notice                 | 98  
|                                                    |     

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THIS AGREEMENT is dated 13 February 2003 and made between:

|(1) | INTERCONTINENTAL HOTELS GROUP PLC (the "Company");                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                  
|(2) | BARCLAYS
       CAPITAL (the Investment Banking Division of Barclays Bank PLC), HSBC BANK
       plc, J.P. MORGAN plc, SALOMON BROTHERS INTERNATIONAL LIMITED and THE ROYAL
       BANK OF SCOTLAND plc (whether acting individually or together the "Arranger");
|    |                                                                                                                                                                                                                                                                  
|(3) | THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the "Original Lenders"); and                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                  
|(4) | HSBC BANK plc as agent of the other Finance Parties (the "Agent").                                                                                                                                                                                               

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

|1   | DEFINITIONS AND INTERPRETATION                                                                                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                  
|1.1 | Definitions                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                  
|    | In this Agreement:                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                  
|    | "Accession
        Letter" means
        a document substantially in the form set out in Schedule 6 (Form
    of Accession Letter).                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                  
|    | "Additional
        Borrower" means
        a company which becomes an Additional Borrower in accordance with Clause
        25 (Changes
    to the Obligors).                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                  
|    | "Additional
        Cost Rate" has
        the meaning given to it in Schedule 4 (Mandatory
    Cost formulae).                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                  
|    | "Additional
        Guarantor" means
        a company which becomes an Additional Guarantor in accordance with Clause
        25 (Changes
        to the Obligors).                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                  
|    | "Additional
        Obligor" means
    an Additional Borrower or an Additional Guarantor.                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                  
|    | "Affiliate" means,
      in relation to any person, a Subsidiary of that person or a Holding Company
      of that person
    or any other Subsidiary of that Holding Company.                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                  
|    | "Agency
        Fee Letter" means
        the letter dated 3 February 2003 between the Agent and SixContinents
        PLC and signed by the Company on the date of this Agreement setting out
        any of the fees referred to in Clause 12.3 (Agency
    fee).                              
|    |                                                                                                                                                                                                                                                                                                  
|    | "Agent's
          Spot Rate of Exchange" means
          the spot rate of exchange at which the Agent is able to purchase the
          relevant currency with the Base Currency in the London foreign exchange
    market at or about 11:00 a.m. on a particular day.                          
|    |                                                                                                                                                                                                                                                                                                  
|    | "Applicable
        Accounting Principles" means
        those accounting principles, standards and practices on which the preparation
        of the Original Financial Statements was based and those accounting policies
    which were used in the preparation of those financial statements.
|    |                                                                                                                                                                                                                                                                                                  
|    | "Authorisation" means
      an authorisation, consent, approval, resolution, licence, exemption, filing,
    notarisation or registration.                                                                                                                                                       

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------
| | "Availability
    Period" means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | in
        relation to Facility A, the period from and including the date of this
        Agreement to and including
the date which is the earlier of:                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (i)                                                                                                                                                                                                                                                                                                           | the
        date which falls one month prior to the Termination Date applicable to
        the Facility A; and
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (ii)                                                                                                                                                                                                                                                                                                          | the
    Term Out Date;                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | in
        relation to Facility B, the period from and including the date of this
        Agreement to and including the date falling seven days following the
    Separation Date; and                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | in
        relation to Facility C, the period from and including the date of this
        Agreement to and including the date falling one month prior to the Termination
        Date applicable to Facility
C.                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| | "Available
          Commitment" means,
          in relation to a Facility, a Lender's Commitment under that Facility
    minus:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the
        Base Currency Amount of its participation in any outstanding Loans under
        that Facility;
and                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | in
          relation to any proposed Utilisation, the Base Currency Amount of its
          participation in any Loans that are due to be made under that Facility
    on or before the proposed Utilisation Date,                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| | other
        than, in relation to any proposed Utilisation under Facility A before
        the Term Out Date or any proposed Utilisation under Facility C only,
        that Lender's participation in an y Facility A Loans or Facility C Loans
        that are due to be repaid or prepaid on or before the proposed Utilisation
    Date.                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| | "Available
          Facility" means,
          in relation to a Facility, the aggregate for the time being of each
    Lender's Available Commitment in respect of that Facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| | "Base
          Currency" or "$" means
    US Dollars.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| | "Base
          Currency Amount" means,
          in relation to a Loan, the amount specified in the UtilisationRequest
          delivered by a Borrower for that Loan (or, if the amount requested
          is not denominated in the Base Currency, that amount converted into
          the Base Currency at the Agent's Spot Rate ofExchange
          on the date which is three Business Days before the Utilisation Date
          or, if later, on the date the Agent receives the Utilisation Request)
          adjusted to reflect an y repayment (other than, in relation to Facility
          A after the Term Out Date and Facility B, a repayment arising from
          a change of currency), prepayment, consolidation or division of the
    Loan.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| | "Borrower" means
        the Company or an Additional Borrower, unless it has ceased to be a Borrower
        in accordance with Clause 25 (Changes
    to the Obligors).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| | "Borrowings" has
        the meaning given to it in Clause 21 (Financial
    covenants).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| | "Break
          Costs" means
    the amount (if any) by which:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                               |                                                                                                               
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the
        interest (excluding the Margin and Mandatory Costs) which a Lender should
        havereceived
        for the period from the date of receipt of all or any part of its participation
        in a Loan or Unpaid Sum to the last day of the current Interest Period
    in respect of that Loan
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                              

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| |                                                                                                                                                                                                                                                                            | or Unpaid Sum, had
      the principal amount or Unpaid Sum received been paid on the last day of
      that Interest Period;                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                
| | exceeds:                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                
| | (b)                                                                                                                                                                                                                                                                        | the amount which
      that Lender would be able to obtain by placing an amount equal to the principal
      amount or Unpaid Sum received by it on deposit with a leading bank in the
      Relevant Interbank Market for a period starting on the Business Day following
      receipt or recovery and ending on the last day of the current Interest Period.
| |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                
| | "Bridge
      Facility"
      means the £3,000,000,000 syndicated credit facility for Six Continents
      PLC dated 3
      February 2003.                                                                                                                               
| |                                                                                                                                                                                                                                                                           
| | "Britvic"
      means Britannia Soft Drinks Limited and its subsidiaries for the time being.                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                           
| | "Business
      Day" means
      a day (other than a Saturday or Sunday) on which banks are open for general
      business in London and:                                                                                                                                
| |                                                                                                                                                                                                                                                                           
| | (a)                                                                                                                                                                                                                                                                        | (in relation to
      any date for payment, purchase or sale of a currency other than euro) the
      principal financial centre of the country of that currency; or                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                
| | (b)                                                                                                                                                                                                                                                                        | (in relation to
      any date for payment, purchase or sale of euro) any TARGET Day.                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                
| | "Cash"
      has the meaning given to it in Clause 21 (Financial
      covenants).                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                           
| | "Cash
      Equivalent Investments"
      has the meaning given to it in Clause 21 (Financial
      covenants).                                                                                                                                                           
| |                                                                                                                                                                                                                                                                           
| | "Commitment" means
      a Facility A Commitment, Facility B Commitment or a Facility C Commitment.                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                           
| | "Compliance
      Certificate"
      means a certificate substantially in the form set out in Schedule 8 (Form
      of Compliance Certificate).                                                                                                                          
| |                                                                                                                                                                                                                                                                           
| | "Conditional
      Utilisation Request"
      means a Utilisation Request, in relation to the drawings required to be
      made by the Company towards effecting the repayment of an element of the
      Bridge Facility which becomes repayable on the Separation Date.
| |                                                                                                                                                                                                                                                                           
| | "Confidentiality
      Undertaking"
      means a confidentiality undertaking in the form set out in Schedule 11 (Form
      ofLMA
      Confidentiality Undertaking)
      or in any other form agreed between the Company and the Agent.                                
| |                                                                                                                                                                                                                                                                           
| | "Consolidated
      Gross Assets"
      means the consolidated fixed assets plus consolidated current assets of
      the Group but for the purposes of the Initial Financial Statements shall
      exclude the debtor amount of £831,000,000 due from the Retail Group. 
| |                                                                                                                                                                                                                                                                           
| | "Consolidated
      Net Worth"
      has the meaning given to it in Clause 21 (Financial
      covenants).                                                                                                                                                                
| |                                                                                                                                                                                                                                                                           
| | "Default"
      means an Event of Default or any event or circumstance specified in Clause
      23 (Events
      of Default)
      which would (with the expiry of a grace period and/or the giving of notice)
      be an Event of Default.                             
| |                                                                                                                                                                                                                                                                           
| | "Disposal"
      has the meaning given to it in Clause 22.4(a) (Disposals).                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                           
| | "Disposal
      Proceeds"
      means the cash proceeds received by a member of the Group from theDisposal
      of any asset to any person who is not a mem ber of the Group other than:                                                                                 

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| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | any
      Disposal:                                                                                                                                                                                                                                                                                                    
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (i)                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (ii)                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                        
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | cash
      proceeds from any Disposal (excluding those referred to in paragraph (a)
      above) which do not exceed £125,000,000 in aggregate in any financial
      year of the Company; and                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                        
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | cash
      proceeds from any single Disposal or series of connected Disposals (excluding those referred
      to in paragraph (a) above) which do not exceed £3,000,000 and provided
      that such Disposals shall not be taken into account in reaching the aggregate
      amount specified in paragraph (b) above.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                        
| | "EBITDA"
      has the meaning given to it in Clause 21 (Financial
      covenants).                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "EURIBOR"
      means, in relation to any Loan in euro:                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the
      applicable Screen Rate; or                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                        
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (if no
      Screen Rate is available for the Interest Period of that Loan) the arithmetic
      mean of the rates (rounded upwards to four decimal places) as supplied to
      the Agent at its request quoted by the Reference Banks to leading banks
      in the European interbankmarket,                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | as of
      the Specified Time on the Quotation Day for the offering of deposits in
      euro for a period comparable to the Interest Period of the relevant Loan.                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "euro"
      or "€"
      means the single currency of the Participating Member States.                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Event
      of Default"
      means any event or circumstance specified as such in Clause 23 (Events
      of Default).                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Extended
      Lodging Asset"
      means a Lodging Asset and any lodging or related business or asset.                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "External
      Debt" means
      Financial Indebtedness of any member of the Group (other than Project Finance
      Indebtedness) raised as a result of issuing any note, bond or other debt
      security(whether
      issued to the public or by means of private placement) with a maturity of
      more than one year and in an amount per transaction in excess of £25,000,000
      (or in an aggregate amount from transactions in a calendar year in excess
      of £50,000,000).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Facility" means
      Facility A, Facility B or Facility C.                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Facility
          A"means
         the revolving loan facility or, after the Term Out Date, the term loan
        facility
      made available under this Agreement as described in Clause 2.1(a) (The
       Facilities).                                                                                                                                                                                                                                                                  

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| | "Facility
      A Commitment"
      means:                                                                                                                                                                                 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                            
| | (a)                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                            
| | (b)                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                            
| | to the
      extent not cancelled, reduced or transferred by it under this Agreement.                                                                                                                                      
| |                                                                                                                                                                                                                            
| | "Facility
      A Loan"
      means a loan made or to be made under Facility A or the principal amount
      outstanding for the
      time being of that loan.                                                            
| |                                                                                                                                                                                                                            
| | "Facility
      A Repayment Date"
      means the Termination Date applicable to Facility A.                                                                                                                               
| |                                                                                                                                                                                                                            
| | "Facility
      B" means
      the term loan facility made available under this Agreement as described
      in Clause 2.1(b) (The
      Facilities).                                                                      
| |                                                                                                                                                                                                                            
| | "Facility
      B Commitment"
      means:                                                                                                                                                                                 
| |                                                                                                                                                                                                                            
| | (a)                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                            
| | (b)                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                            
| | to the
      extent not cancelled, reduced or transferred by it under this Agreement.                                                                                                                                      
| |                                                                                                                                                                                                                            
| | "Facility
      B Loan"
      means a loan made or to be made under Facility B or the principal amount
      outstanding for the time being of that loan.                                                                  
| |                                                                                                                                                                                                                            
| | "Facility
      B Repayment Date"
      means the Termination Date applicable to Facility B.                                                                                                                               
| |                                                                                                                                                                                                                            
| | "Facility
      C" means
      the revolving loan facility made available under this Agreement as described in
      Clause 2.1(c) (The
      Facilities).                                                                 
| |                                                                                                                                                                                                                            
| | "Facility
      C Commitment"
      means                                                                                                                                                                                  
| |                                                                                                                                                                                                                            
| | (a)                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                            
| | (b)                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                            
| | to the
      extent not cancelled, reduced or transferred by it under this Agreement.                                                                                                                                      
| |                                                                                                                                                                                                                            
| | "Facility
      C Loan"
      means a loan made or to be made under Facility C or the principal amount
      outstanding for the time being of that loan.                                                                  
| |                                                                                                                                                                                                                            
| | "Facility
      C Repayment Date"
      means the Termination Date applicable to Facility C.                                                                                                                               
| |                                                                                                                                                                                                                            
| | "Facility
      Office"
      means the office or offices notified by a Lender to the Agent in writing
      on or before the date it becomes a Lender (or, following that date, by not
      less than five Business Days'

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| | written
      notice) as the office or offices through which it will perform its obligations
      under this Agreement.                                                                                                         
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                  
| | "Final
      Facility A Termination Date"
      means the date which is 24 months from the date of this Agreement.                                                                                                               
| |                                                                                                                                                                                                                                  
| | "Finance
      Document"
      means this Agreement, the Agency Fee Letter, th e Mandate Letter, any Accession
      Letter, any Resignation Letter and any other document designated as such
      by the Agent and the Company.
| |                                                                                                                                                                                                                                  
| | "Finance
      Party" means
      the Agent, the Arranger or a Lender.                                                                                                                                                           
| |                                                                                                                                                                                                                                  
| | "Financial
      Indebtedness"
      means any indebtedness (without doubl e counting) for or in respect
      of:                                                                                                               
| |                                                                                                                                                                                                                                  
| | (a)                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                  
| | (b)                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                  
| | (c)                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                  
| | (d)                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                  
| | (e)                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                  
| | (f)                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                  
| | (g)                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                  
| | (h)                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                  
| | (i)                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                  
| | (j)                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                  
| | but
      excluding indebtedness owing by a member of the Group to another member
      of the Group.                                                                                                                            
| |                                                                                                                                                                                                                                  
| | "Fitch"
      means Fitch Ratings.                                                                                                                                                                                               

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| |                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | "GAAP" means
      generally accepted accounting principles, standards and practices in the
      UnitedKingdom.                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Group"
      means the Company and its Subsidiaries for the time being.                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Guarantor" means
      the Company or an Additional Guarantor, unless it has ceased to be a Guarantor
      in accordance with Clause 25 (Changes
      to the Obligors).                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Holding
      Company"
      means, in relation to a company or corporation, any other company or corporation
      in respect of which it is a Subsidiary.                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Hotels
      Group" means
      the Company, Six Continents PLC and the subsidiary undertakings ofSix
      Continents PLC which will become subsidiary undertakings of the Company
      on the Separation Date.                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Information
           Memorandum"
      means the document in the form approved by the Company concerning the Group
       which, at the Company's request and on its behalf, is to be prepared inrelation to
       this transaction and shall be distributed after the date of this Agreement

      by the Arranger to selected financial institutions for the purpose of primary
       syndication of the Facilities.
| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Initial
      Financial Statements"
      means the combined financial statements set out in Part VI of the listing
      particulars of the Company as seen by the Arranger prior to the date of
      this Agreementand
      circulated to shareholders within a few days of the date of this Agreement.                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Interest
      Expense"
      has the meaning given to it in Clause 21 (Financial
      covenants).                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Interest
      Period"
      means, in relation to a Loan, each period determined in accordance withClause 10 (Interest
      Periods)
      and, in relation to an Unpaid Sum, each period determined in accordance
      with Clause 9.3 (Default
      interest).                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Joint
      Venture Entity"
      means any joint venture company, corporation, partnership, trust or other
      entity in any jurisdiction in which a member of the Group owns 50 per cent.
      or less of the issuedshare
      capital, equity or voting rights.                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Lender"
      means:                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                          | any Original Lender;
      and                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                  
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                          | any bank, financial
      institution, trust, fund or other entity which has become a Party in accordance
      with Clause 24 (Changes
      to the Lenders),                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                  
| | which
      in each case has not ceased to be a Party in accordance with the terms of
      this Agreement.                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "LIBOR"
      means, in relation to any Loan:                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                          | the applicable
      Screen Rate; or                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                  
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                          | (if no Screen Rate
      is available for the currency or Interest Period of tha t Loan) the arithmetic
      mean of the rates (rounded upwards to four decimal places) as supplied to
      the Agent at its request quoted by the Reference Banks to leading banks
      in the London interbank
      market,
| |                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                  
| | as of
      the Specified Time on the Quotation Day for the offering of deposits in
      the currency of that Loan and for a period comparable to the Interest Period
      for that Loan.                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "LMA"
      means the Loan Market Association.                                                                                                                                                                                                                                                                                                                                                                              

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| | "Loan"
      means a Facility A Loan, a Facility B Loan or a Facility C Loan.                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                               
| | "Lodging
           Asset"
      means any hotel or lodging property.                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                               
| | "Majority
           Lenders"
      means a Lender or Lenders whose Commitments aggregate more than 662/3per
      cent. of the Total Commitments (or, if the Total Commitments have been
      reduced to zero, aggregated more than
      662/3 per
      cent. of the Total Commitments immediately prior to the reduction).                               
| |                                                                                                                                                                                                                                                                                                                                                               
| | "Mandate
           Letter"
      means the letter dated on 3 February 2003 between the Arranger and Six
      Continents  PLC and acceded to by the Company on the date hereof relating
      to, amongst
      other things, the sub-underwriting and primary syndication of the Facilities
      (as amended by a letter dated the date of this Agreement).
| |                                                                                                                                                                                                                                                                                                                                                               
| | "Mandatory
      Cost" means
      the percentage rate per annum calculated by the Agent in accordance with
      Schedule 4 (Mandatory
      Cost formulae).                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                               
| | "Margin"means at
      any time the rate per annum determined by reference to the long-term credit
      ratings assigned to the Company by either Moody's and/or S&P (each a
      "long-term
      credit rating")
      last published (and not withdrawn) in accordance with the following table:                                                         

| |                           |                               | 
| | ------------------------- | ----------------------------- | 
| | Rating                    | Margin
      (per cent. p.a.) | 
| |                           |                               | 
| | Moody's/S&P               |                               | 
| |                           |                               | 
| | Baa1/BBB+
      or higher | 0.70                          | 
| |                           |                               | 
| | Baa2/BBB                  | 0.80                          | 
| |                           |                               | 
| | Baa3/BBB-                 | 1.00                          | 
| |                           |                               | 
| | Ba1/BB+
      or lower    | 1.60                          | 
| |                           |                               | 
| |                           |                               | 
| |                           |                               | 
| | However:                  |                               | 

| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Following the repayment
      or prepayment and cancellation of Facility A, each Margin set out in the
      table above will be reduced by 0.05 per cent. per annum other than where
      the Company's long-term credit rating is Ba1/BB+ or lower in which case
      no such reduction shall apply;                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | following the repayment
      or prepayment and cancellation of Facility A and Facility B, each Margin
      set out in the table above will be reduced, in addition to the reduction
      specified in paragraph (a) above, by a further 0.10 per cent. per annum
      other than where the Company's long-term credit rating is Baa3/BBB- or
      lower in which case no such reduction shall apply;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | if the long-term
      credit ratings assigned by Moody's and/or S&P differ, the applicable
      Margin will, subject to paragraphs (a) and (b) above, be determined on
      the basis of the lowest rating;                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d) | if there is only
        one long-term credit rating, the Margin will, subject to paragraphs (a)
      and (b) above, be determined on the basis of that rating;                                                                                                                                                                                                                                         

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| | (e)                                                                                  | if
      there is no current long-term credit rating, the Margin will be the highest
      applicable Margin set out in the table above as the same may have been
      reduced pursuant to paragraphs (a) and (b) above;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (f)                                                                                  | if at
      any time a decrease in the Margin is to take effect a Default is continuing,
      such decrease shall not take effect at that time but such decrease shall
      take effect with effect from the date such Default ceases to be continuing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (g)                                                                                  | any
      increase or decrease in the applicable Margin as a result of any of the
      circumstances in paragraphs (a) to (e) above will take effect for all purposes
      under this Agreement on the first day of the date of publication of a change
      in the published long term unsecured credit rating or, in the case of paragraph
      (e) the date on which Moody's and S&P cease to assign a rating to the
      Company and/or the date on which the relevant event occurred;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (h)                                                                                  | in this
      definition:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | "Material
           Adverse Effect"
      means a material adverse effect on:      
| |                                                                                     
| | (a)                                                                                  | the
      ability of the Obligors (taken as a whole) to perform and comply with their
      payment obligations under any Finance Document; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b)                                                                                  | the ability of the Company to perform and comply with its obligations under
      Clause 21 (Financial
      covenants).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | "Material
      Subsidiary"
      means, at any time, any Subsidiary of the Company:
| |                                                                                     
| | (a)                                                                                  | whose gross assets represent 5 per cent. or more of Consolidated Gross Assets
      or whose EBITDA represents 5 per cent. or more of consolidated EBITDA of
      the Group, in each case, as calculated by reference to the latest financial
      statements of such Subsidiary (which shall be audited if such statements
      are prepared by that Subsidiary) and the latest audited consolidated financial
      statements of the Group adjusted in such manner as the auditors of the
      Company may determine (which determination shall be conclusive in the absence
      of manifest error) (i) to reflect the gross assets and EBITDA of any person
      which has become or ceased to be a member of the Group since the end of
      the financial year to which the latest audited consolidated financial statements
      of the Group relate where such adjustment is requested by the Company and
      (ii) so that for the purposes of this definition, the gross assets of the
      relevant Subsidiary shall be calculated on the same basis as Consolidated
      Gross Assets are calculated and/or, as the case may be, EBITDA of the relevant
      Subsidiary shall be calculated on the sam e basis as consolidated EBITDA
      for the Group (but, in each case, relating only to the relevant Subsidiary)
      and making such adjustments and eliminations as are required to show the
      same as the contribution of the relevant Subsidiary to Consolidated Gross
      As sets and/or, as the case may be, consolidated EBITDA of the Group; or
| |                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b)                                                                                  | to which is transferred all or substantially all of the business, undertaking
      or assets of a Subsidiary which immediately prior to such transfer is a
      Material Subsidiary, whereupon                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the transferor Subsidiary
      shall cease to be a Material Subsidiary and the transferee Subsidiary shall
      become a Material Subsidiary under this sub-paragraph (b) upon the completion
      of such transfer.                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                             
| | Any
      determination made by the auditors of the Company as to whe ther a Subsidiary
      of the Company is or is not a Material Subsidiary at any time shall be conclusive
      in the absence of manifest error. Prior to the receipt of the first consolidated
      financial statements of the Group required to be delivered pursuant to
      Clause 20.1 (Financial
      statements), Consolidated Gross Assets and consolidated EBITDA
      shall be calculated by reference to the Initial Financial Statements.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Month"
      means a period starting on one day in a calendar month and ending on the
      numerically corresponding day in the next calendar month, except that:                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                             
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | if the numerically
      corresponding day is not a Business Day, that period shall end on the next
      Business Day in that calendar month in which that period is to end if there
      is one, or if there is not, on the immediately preceding Business Day;
      and
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                             
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | if there is no
      numerically corresponding day in the calendar month in which that period
      is to end, that period shall end on the last Business Day in that calendar
      month.                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                             
| | The
      above rules will only apply to the last Month of any period.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                             
| | "Net
           Borrowings"
      has the meaning given to it in Clause 21 (Financial
       covenants).                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Net
           Interest Payable"
      has the meaning given to it in Clause 21 (Financial
       covenants).                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Net
           Proceeds"
      means, in relation to External Debt and Disposal Proceeds, the cash proceeds
       received by the Company or by any member of the Group net of:                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                             
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | transaction
      costs (including Taxes, fees and other costs and expenses) incurred or accrued
      by the Company or any member of the Group in connection with the relevant
      transaction; and                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                             
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | in
      the case of Disposal Proceeds, the amount of any:                                                                                                                                                                                                                  

| |                                                                                                                                                                                                                                                                           |      |                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                           | (i)  | adjustment which
      may be required to be made to the proceeds received (and required to be
      returned to the relevant purchaser by the relevant Group company) pursuant
    to the agreement relating to that Disposal; or
| |                                                                                                                                                                                                                                                                           |      |                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                           | (ii) | retention by a
      purchaser from the purchase price until such time as that amount is received
      by the relevant Group company.                                                                                            
| |                                                                                                                                                                                                                                                                           |      |                                                                                                                                                                                                                                   
| | "Obligor" means
         the Company, a Borrower or a Guarantor.                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                          
| | "Optional
      Currency"
      means a currency (other than the Base Currency) which complies with the
      conditions set out in Clause 4.3 (Conditions
      relating to Optional Currencies).                                                                       
| |                                                                                                                                                                                                                                                                          
| | "Original
           Financial Statements"
      means the audited consolidated financial statements of the Six Continents
       PLC Group for the financial year ended 30 September 2002.                                                                              
| |                                                                                                                                                                                                                                                                          
| | "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.

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| | "Party"
      means a party to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "Project
           Finance Indebtedness"
      means Financial Indebtedness (in respect of which Security has been given)
       incurred by a member of the Group (a "Project
        Group Member")
         for the purposes of financing the acquisition, construction, development

      and/or operation of an asset (a "Project
       Asset")
        where the provider of the Financial Indebtedness has no recourse against

      any member of the Group, except for recourse to:
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "Project
           Group Member"
      has the meaning given to it in paragraph (a) of the definition of Project
       Finance Indebtedness provided that the principal assets and business of

      such member of the Group is constituted by Project Assets and it has no
       other Financial Indebtedness except Project Finance Indebtedness.                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "Qualifying
           Lender"
      has the meaning given to it in Clause 13 (Tax
       gross-up and indemnities).                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "Quotation
      Day" means,
      in relation to any period for which an interest rate is to be determined:                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | unless
      market practice differs in the Relevant Interbank Market for a currency,
      in which case the Quotation
      Day for that currency will be determined by the Agent in accordance with
      market practice in the Relevant Interbank Market (and if quotations for
      that currency and period would normally be given by leading banks in the
      Relevant Interbank Market on more than one day, the Quotation Day will
    be the last of those days).                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "Reference
           Banks"
      means, in relation to LIBOR, Mandatory Costs and EURIBOR the principal
      London  offices of Citibank N.A., HSBC Bank plc and The Royal Bank of Scotland
      plc
      or such other banks as may be appointed by the Agent in agreement with
      the  Company (such agreement not
       to be unreasonably withheld).                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "Relevant
      Interbank Market"
      means, in relation to euro, the European interbank market and, in
      relation to any other
      currency, the London interbank market.                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "Relevant
           Period"
      has the meaning given to it in Clause 21 (Financial
       covenants).                                                                                                                                                                                                                                                                                                                                                                                       

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| | "Repeating
           Representations"
      means each of the representations set out in Clauses 19.1 (Status)
      to 19.4 (Power
        and authority), paragraph (a) of Clause 19.6 (No
          Default) and 19.9 (Pari
      passu ranking).                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "Resignation
      Letter"
      means a letter substantially in the form set out in Schedule 7 (Form
      of Resignation Letter).                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "Retail
      Group" means
      TopCo PLC and the subsidiary undertakings of Six Continents PLC which will
      remain as subsidiary undertakings of TopCo PLC on the Separation Date.                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "Rollover
      Loan" means
      one or more Facility A Loans prior to the Term Out Date or one or more
      Facility C Loans:                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "Screen
      Rate" means:                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | displayed
      on the appropriate page of the Reuters screen. If the agreed page is re
      placed or service ceases to be available, the Agent may specify another
      page or service displaying the appropriate rate after consultation with
      the Company and the Lenders.                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "Security"
      means a mortgage, pledge, lien, hypothecation, security interest or other
      charge or encumbrance entered into for the purpose of securing any obligation
      of any person.                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "Selection
      Notice"
      means a notice substantially in the form set out in Part II of Schedule
      3 (Selection
      Notice)
      given in accordance with Clause 10 (Interest
      Periods)
      in relation to a Term Loan or Facility B.                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "Separation" means
         the proposal by Six Continents PLC which will result in two separately
        listed
      groups; one of which will be the Hotels Group carrying out the hotels and
         soft drinks businesses and
          the other which will be the Retail Group carrying out the retail business,

      and to be effected substantially in the manner contemplated by the Separation
          Steps Paper.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "Separation
      Date" means
      the date on which the shares in the Company and in TopCo PLC are (i) admitted
      to the Official List of the UK Listing Authority in accordance with paragraph
      7.1 of the                                                                                                                                                                                                                

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| | Listing
      Rules of the UK Listing Authority and (ii) admitted to trading on the London
      Stock Exchange
      plc.                                                                                                                                                                                                                                                   
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                              
| | "Separation
      Steps Paper"
      means the paper dated 3 February 2003 and entitled 'Separation Steps Paper'.                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                              
| | "Six
      Continents PLC Group"
      means Six Continents PLC and its subsidiaries from time to time.                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                              
| | "Specified
      Time" means
      a time determined in accordance with Schedule 10 (Timetables).                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                              
| | "Subsidiary"
      means a subsidiary within the meaning of section 736 of the Companies Act
      1985 and, for the purpose of Clause 21 (Financial
      covenants)
      and in relation to financial statements of the
      Group, a subsidiary undertaking within the meaning of section 258 of the
      Companies Act 1985, but in this Agreement "Subsidiary" shall:
| |                                                                                                                                                                                                                                                                                                                                                                              
| | (a)                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                              
| | (b)                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                              
| | "TARGET" means
         Trans-European Automated Real-time Gross Settlement Express Transfer
        payment
      system.                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                              
| | "TARGET
      Day" means
      any day on which TARGET is open for the settlement of payments in euro.                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                              
| | "Tax"
      means any tax, levy, impost, duty or other charge or withholding of a similar
      nature (including any penalty or interest payable in connection with any
      failure by an Obligor to pay or any delay in paying by an Obligor any of
      the same).                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                              
| | "Taxes
      Act" means
      the Income and Corporation Taxes Act 1988.                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                              
| | "Termination
      Date" means:                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                              
| | (a)                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                              
| | (b)                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                              
| | (c)                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                              
| | "Term
      Loan" means
      any Facility A Loan converted to a term loan pursuant to the Term Out
      Option.                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                              
| | "Term
      Out Date"
      means the date on which the Company gives a notice exercising the Term Out
      Option.                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                              
| | "Term
      Out Notice"
      has the meaning given to that term in Clause 7.4 (Term
      Out Option).                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                              
| | "Term
      Out Option"
      means the term out option set out in Clause 7.4 (Term
      Out Option).                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                              
| | "TopCo
      Facility Agreement"
      means the facility agreement dated the same date as this Agreement between,
      among others, TopCo PLC and the same arrangers as the Arranger.                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                              
| | "TopCo
      PLC" means
      Mitchells & Butlers PLC.                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                              

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|    | "Total
      Commitments"
      means the aggregate of the Total Facility A Commitments and the Total
      Facility B Commitments
      and the Total Facility C Commitments being $2,650,000,000 at the date of
      this Agreement.                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                           
|    | "Total
      Facility A Commitments"
      means the aggregate of the Facility A Commitments, being $1,000,000,000
      at the date of this Agreement.                                                                                                   
|    |                                                                                                                                                                                                                                                           
|    | "Total
      Facility B Commitments"
      means the aggregate of the Facility B Commitments, being $900,000,000 at
      the date of this Agreement.                                                                                                     
|    |                                                                                                                                                                                                                                                           
|    | "Total
      Facility C Commitments"
      means the aggregate of the Facility C Commitments being $750,000,000
      at the date of this Agreement.                                                                                                      
|    |                                                                                                                                                                                                                                                           
|    | "Transfer
      Certificate"
      means a certificate substantially in the form set out in Schedule 5 (Form
      of Transfer
      Certificate)
      or a recommended form of the LMA or any other form agreed between the Agent
      and the Company.
|    |                                                                                                                                                                                                                                                           
|    | "Transfer
      Date" means,
      in relation to a transfer, the later of:                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                           
|    | (a)                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                           
|    | (b)                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                           
|    | "Unpaid
      Sum" means
      any sum due and payable but unpaid by an Obligor under the Finance
      Documents.                                                                                                                                        
|    |                                                                                                                                                                                                                                                           
|    | "US
      Dollars"
      or "$"
      means the lawful currency for the time being of the United States of America.                                                                                                                                       
|    |                                                                                                                                                                                                                                                           
|    | "Utilisation"
      means a utilisation of a Facility.                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                           
|    | "Utilisation
      Date" means
      the date of a Utilisation, being the date on which the relevant Loan is
      to be made.                                                                                                                            
|    |                                                                                                                                                                                                                                                           
|    | "Utilisation
      Request"
      means a notice substantially in the form set out in Part I of Schedule 3
      (Utilisation
      Request).                                                                                                             
|    |                                                                                                                                                                                                                                                           
|    | "VAT"
      means value added tax as provided for in the Value Added Tax Act 1994 and
      any other tax of a similar nature.                                                                                                                            
|    |                                                                                                                                                                                                                                                           
|1.2 | Construction                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                           
|(a) | Unless a contrary indication appears, any reference in this Agreement to:                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                           
|    | (i)                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                           
|    | (ii)                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                           
|    | (iii)                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                           
|    | (iv)                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                           

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|    | (v)                                                                                                                                                                                                                                                     | a
      "person"
      includes any person, firm, company, corporation, government, state or agency
      of a state or any association, trust or partnership (whether or not having
      separate legal personality) or two or more of the foregoing;                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (vi)                                                                                                                                                                                                                                                    | a "regulation"
      includes any regulation, rule, official directive, request or guideline
      (whether or not having the force of law but, if not having the force of
      law, which is generally complied with by those to whom it is addressed)
      of any governmental, intergovernmental or supranational body, agency, department
      or regulatory, self-regulatory or other authority or organisation;
|    |                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (vii)                                                                                                                                                                                                                                                   | a "subsidiary"
      has the meaning given to it in section 736 of the Companies Act 1985 and
      "subsidiary
      undertaking"
      has the same meaning given to it in section 258 of the Companies
      Act 1985;                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (viii)                                                                                                                                                                                                                                                  | a
        provision  of law is a reference to that provision as amended or re-enacted;
        and                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (ix)                                                                                                                                                                                                                                                    | a
      time of day is a reference to London time.                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                         
|(b) | Section, Clause and Schedule headings are for ease of reference only.                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                         
|(c) | Unless a contrary indication appears, a term used in any other Finance Document
      or in any notice given under or in connection with any Finance Document
      has the same meaning in that Finance
      Document or notice as in this Agreement.
|    |                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                         
|(d) | A
      Default (other than an Event of Default) is "continuing"
      if it has not been remedied or waived and an Event of Default is "continuing"
      if it has not been remedied or waived.                                                      
|    |                                                                                                                                                                                                                                                        
|1.3 | Third
      Party Rights                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                        
|    | A
         person who is not a Party has no right under the Contracts (Rights of
        Third
      Parties) Act 1999 to enforce or to enjoy the benefit of any term of this
         Agreement.                                                      
|    |                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                         

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SECTION
  2

THE
  FACILITIES

|2   | THE
      FACILITIES                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.1 | The
      Facilities                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Subject
      to the terms of this Agreement, the Lenders make available to the Borrowers:                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.2 | Finance
      Parties' rights and obligations                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(a) | The
      obligations of each Finance Party under the Finance Documents are several.
      Failure by a Finance Party to perform its obligations under the Finance
      Documents does not affect the obligations of any other Party under the Finance
      Documents. No Finance Party is responsible for the obligations of any other
      Finance Party under the Finance Documents.                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | The
      rights of each Finance Party under or in connection with the Finance Documents
      are separate and independent rights and any debt arising under the Finance
      Documents to a Finance Party from an Obligor shall be a separate and independent
      debt.                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c) | A
      Finance Party may, except as otherwise stated in the Finance Documents,
      separately enforce its rights under the Finance Documents.                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.  | PURPOSE                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.1 | Purpose                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(a) | Each
      Borrower shall apply all amounts borrowed by it under Facility A towards
      bridging capital markets
      issues or other sources of refinancing.                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | Each
      Borrower shall apply all amounts borrowed by it under Facility B and Facility
      C towards general corporate purposes of the Group, including in connection
      with, for the purpose of, or as a consequence of, the Separation.                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2 | Monitoring                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | No
      Finance Party is bound to monitor or verify the application of any amount
      borrowed pursuant to this Agreement.                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4   | CONDITIONS
      OF UTILISATION                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1 | Initial
      conditions precedent                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | No
         Borrower may deliver a Utilisation Request (other than the Conditional
        Utilisation
      Request) unless the Agent has received all of the documents and other evidence
         listed in Part IA and Part IB of Schedule 2 (Conditions
          Precedent)
           which in the case of those documents listed in Part IA of Schedule
          2 (Conditions
           Precedent)
            shall be in form and substance reasonably

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|    | satisfactory
      to the Agent. The Agent shall notify the Company and the Lenders promptly
      upon being
      so satisfied.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | The
      Company may deliver the Conditional Utilisation Request if the documents
      and other evidence specified in paragraph (a) above have been received by
      the Agent (on the basis specified in paragraph (a) above), and the Agent
      has notified the Company of the same, except that it is not necessary that
      the certificate specified in paragraphs 2 and 3 of Part IB of Schedule
      2 (Conditions
      Precedent)
      shall have been received by the Agent prior to the delivery of the Conditional
      Utilisation Request.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.2 | Further
      conditions precedent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(a) | The
      Lenders will only be obliged to comply with Clause 5.4 (Lenders'
      participation)
      if on the date of the Utilisation Request and on the proposed Utilisation
      Date:                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | The
      Lenders will only be obliged to comply with Clause 6.3 (Change
      of currency)
      if, on the first day
      of an Interest Period, no Default is continuing or would result from the
      change of currency and the Repeating Representations to be made by each
      Obligor are true in all material respects.                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.3 | Conditions
      relating to Optional Currencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(a) | A
         currency will constitute an Optional Currency in relation to a Loan
        if it
      is euro or sterling or:                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | If
      by the Specified Time the Agent has received a written request from the
      Company for a currency to be approved under paragraph (a)(ii) above, the
      Agent will notify the Lenders of that request
      by the Specified Time. Based on any responses received by the Agent by the
      Specified Time, the Agent will confirm to the Company by the Specified Time:                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.4 | Maximum
      number of Loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(a) | A
         Borrower may not deliver a Utilisation Request if as a result of the
        proposed
      Utilisation:                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|(b) | A Borrower may not
        request that a Term Loan or a Facility B Loan be divided if, as a result
        of the      proposed
    division, more than 5 Term Loans or 5 Facility B Loans would be outstanding.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                  
|(c) | Any Loan made by
      a single Lender under Clause 6.2 (Unavailability
      of a currency)
    shall not be taken into account in this Clause 4.4.                                                             

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SECTION 3

UTILISATION

|5.  | UTILISATION                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                    
|5.1 | Delivery
    of a Utilisation Request                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | A
        Borrower may utilise a Facility by delivery to the Agent of a duly completed
        Utilisation Request not later than the Specified Time except in the case
        of the Conditional Utilisation Request which must be delivered to the
        Agent at a time not later than that agreed between the Agent and the
        Company.
|    |                                                                                                                                                                                                                                                                                                                                                    
|5.2 | Completion
    of a Utilisation Request                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                    
|(a) | Each Utilisation
        Request is irrevocable (other than the Conditional Utilisation Request
        which is conditional as specified therein) and will not be regarded as
    having been duly completed unless:                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | (i)                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | (ii)                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | (iii)                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | (iv)                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | (v)                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                    
|(b) | Only one Loan may
    be requested in each Utilisation Request.                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                    
|5.3 | Currency
    and amount                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                    
|(a) | The currency specified
    in a Utilisation Request must be the Base Currency or an Optional Currency                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                    
|(b) | The amount of the
    proposed Loan must be:                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | (i)                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | (ii)                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | (iii)                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                    
|    | (iv)                                                                                                                                                                                                                                                                                                                                               

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|    |                                                                                                                                                                                                                                                                                                                                             | Lenders and the
        Company the minimum amount shall be the equivalent at that time of $40,000,000
        and multiples of $1,000,000, such amount to be rounded as reasonably
    determined by the Agent and notified to the Company; and                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (v)                                                                                                                                                                                                                                                                                                                                         | in any event such
        that its Base Currency Amount is less than or equal to the Available
    Facility.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.4 | Lenders'
    participation                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(a) | If the conditions
        set out in this Agreement have been met, each Lender shall make its participation
        in each Loan available by the Utilisation Date through its Facility Office
    subject to paragraph (d) below.                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(b) | The amount of each
        Lender's participation in each Loan will be equal to the proportion borne
        by its Available Commitment to the Available Facility immediately prior
    to making the Loan.                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(c) | The Agent shall
        determine the Base Currency Amount of each Loan which is to be made in
        an Optional Currency and shall notify each Lender of the amount, currency
        and the Base Currency Amount
        of each Loan and the amount of its participation in that Loan, in each
    case by the Specified Time.       
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(d) | The
        Utilisation requested under the Conditional Utilisation Request shall
        not be made
        (and no Lender shall have an obligation to make available its participation)
        unless:                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (i)                                                                                                                                                                                                                                                                                                                                         | the certificate
        specified in paragraph 3 of Part IB of Schedule 2 (Conditions
        Precedent)
    has been received by the Agent; and                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (ii)                                                                                                                                                                                                                                                                                                                                        | the Agent has received
        confirmation that the agent under the TopCo Facility Agreement has
        received all of the documents and other evidence listed in Part 1A and
        Part 1B of Schedule 2 (Conditions
        Precedent)
        of the TopCo Facility Agreement as specified therein, and, in the case
        of all documents listed in Part 1A of Schedule 2 of the TopCo Facility
        Agreement, such documents are in form and substance reasonably satifactory
        to the agent
    under the TopCo Facility Agreement,
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | in each case by
        no later than 10.00 a.m. on the Utilisation Date for that requested Utilisation.
        The Agent shall notify the Lenders promptly on receipt of those items
        by it and notify the Company and the Lenders accordingly for the purposes
        of Clause 4.1(a) (Initial
    conditions precedent).      
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.  | OPTIONAL
    CURRENCIES                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.1 | Selection
    of currency                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(a) | A Borrower (or the
    Company on behalf of a Borrower) shall select the currency of a Loan:                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (i)                                                                                                                                                                                                                                                                                                                                         | (in the case of
    an initial Utilisation) in a Utilisation Request; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (ii)                                                                                                                                                                                                                                                                                                                                        | (in relation to
        a Term Loan or Facility B Loan after the initial Utilisation) in a Selection
    Notice.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(b) | If
        a Borrower (or the Company on behalf of a Borrower) fails to issue a
        Selection Notice in relation to a Term Loan or a Facility B Loan, it
        shall be deemed
        to have requested that the Loan will remain denominated for its next
    Interest Period in the same currency in which it is then outstanding.

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|(c) | If
        a Borrower (or the Company on behalf of a Borrower) issues a Selection
        Notice requesting
        a change
        of currency and the first day of the requested Interest Period is not
        a Business Day for the new currency, the Agent shall promptly notify
        the Company, the relevant Borrower and the Lenders and the Loan will
        remain in the existing currency (with Interest Periods running from one Business
        Day until the next Business Day) until the next day which is a Business
        Day for both currencies, on which day the requested Interest Period will
    begin.                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.2 | Unavailability
    of a currency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | If before the Specified
    Time on any Quotation Day:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | the Agent will give
        notice to the relevant Borrower to that effect by the Specified Time
        on that day.
        In this event, any Lender that gives notice pursuant to this Clause 6.2
        will be required to participate in the Loan in the Base Currency (in
        an amount equal to that Lender's proportion of the
        Base Currency Amount or, in respect of a Rollover Loan, an amount equal
        to that Lender's proportion of the Base Currency Amount of the Rollover
        Loan that is due to be made) and its participation will be treated as
        a separate Loan denominated in the Base Currency during that Interest
    Period.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.3 | Change of
    currency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(a) | If
        a Term Loan or a Facility B Loan, as the case may be, is to be denominated
        in different
    currencies during two successive Interest Periods:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(b) | If the Agent and
        the Borrower that has borrowed the Term Loan or the Facility B Loan,
        as the case
    may be, agree, the Agent shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | use the amount it
        purchases in or towards satisfaction of the relevant Borrower's obligations
    under paragraph (a)(iii) above.                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | If
        the amount purchased by the Agent pursuant to paragraph (b)(i) above
        is less than the amount
        required to be repaid by the relevant Borrower, the Agent shall promptly
        notify that Borrower and that Borrower shall, on the last day of the
        first Interest Period, pay an amount to the Agent (in the currency of
        the outstanding Term Loan or the Facility B Loan, as the case may be,
        for the first applicable
    Interest Period) equal to the difference.                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(d) | If any part of the
        amount paid to the Agent by the Lenders pursuant to paragraph (a)(iv)
        above is not
        needed to purchase the amount required to be repaid by the relevant Borrower,
        the Agent shall promptly notify that Borrower and pay that Borrower,
        on the last day of the first Interest Period
    that part of that amount (in the new currency).                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.4 | Same
          Optional Currency during successive Interest Periods                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(a) | If
        a Term Loan or a Facility B Loan is to be denominated in the same Optional
        Currency
        during two successive Interest Periods, the Agent shall calculate the
        amount of any Term Loan or Facility B Loan, as the case may be, in the
        Optional Currency for the second of those Interest Periods
        (by calculating the amount of Optional Currency equal to the Base Currency
        Amount of that Term Loan, as the case may be, or Facility B Loan at the
        Agent's Spot Rate of Exchange at       the Specified Time)
    and (subject to paragraph (b) below):                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | if the amount calculated
        is less than the existing amount of that Term Loan or Facility B Loan,
        as the case may be, in the Optional Currency during the first Interest
        Period, promptly notify the Borrower that has borrowed that Term Loan,
        as the case may be, or Facility B Loan and that Borrower shall pay, on
        the last day of the first Interest Period, an amount
    equal to the difference; or
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | if the amount calculated
        is more than the existing amount of that Term Loan or Facility B Loan,
        as the case may be, in the Optional Currency during the first Interest
        Period, promptly notify each Lender and, if no Event of Default is continuing,
        each Lender shall, on
        the last day of the first Interest Period, pay its participation in
    an amount equal to the difference.                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | If
        the calculation made by the Agent pursuant to paragraph (a) above shows
        that the amount
        of the Term Loan or Facility B Loan, as the case may be, in the Optional
        Currency for the second of those
        Interest Periods converted into the Base Currency at the Agent's Spot
        Rate of Exchange at the Specified Time has increased or decreased by
        less than 5 per cent. compared to its Base Currency Amount (taking into
        account any payments made pursuant to paragraph (a) above), no notification
        shall be made by the Agent and no payment shall be required under paragraph
    (a) above.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.5 | Agent's
    calculations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(a) | All calculations
        made by the Agent pursuant to this Clause 6 will take into account any
        repayment, prepayment, consolidation or division of Term Loans or Facility
        B Loans, as the case may
    be, to be made on the last day of the first Interest Period.                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | Each
        Lender's participation in a Loan will, subject to paragraph (a) above,
        be determined in accordance
        with paragraph (b) of Clause 5.4 (Lenders'
    participation).                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

|7.  | REPAYMENT                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                    
|7.1 | Repayment
      of Facility A Loans                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                    
|(a) | Subject
      to Clause 7.4 (Term
      Out Option),
      each Borrower which has drawn a Facility A Loan shall repay
      that Facility A Loan on the last day of its Interest Period.                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                    
|(b) | Each
      Borrower shall repay each Term Loan made to it on the Final Facility A Termination
      Date.                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                    
|7.2 | Repayment
      of Facility B Loans                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                    
|(a) | Each
      Borrower which has drawn a Facility B Loan shall repay that Loan on the
      Facility B Repayment
      Date.                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                    
|(b) | No
      Borrower may reborrow any part of Facility B which is repaid.                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                    
|7.3 | Repayment
      of Facility C Loans                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                    
|    | Each
      Borrower which has drawn a Facility C Loan shall repay that Facility C Loan
      on the last day of its Interest Period.                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                    
|7.4 | Term
      Out Option                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                    
|(a) | The
      Company may elect to convert all or part of the Facility A Loans into Term
      Loans.                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                    
|(b) | The
      Company may exercise the term out option by not less than 5 Business Days
      notice (substantially
      in the form set out in Schedule 12 (Form
      of Term Out Notice))
      (the "Term
      out Notice")
      to the Agent. Only one such notice may be given and such notice is irrevocable.
|    |                                                                                                                                                                                                                                                                                                                    
|(c) | That notice shall specify the Facility A Loan(s) in relation to which the
      Term Out Option is being exercised and the proposed Term Out Date (which
      shall be a date on or prior to the original Termination Date relating to
      Facility A).                                                         
|    |                                                                                                                                                                                                                                                                                                                    
|(d) | The
      Agent shall promptly notify each Lender of the Loans specified in the Term
      Out Notice.                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                    
|(e) | If
      the Term Out Option is so exercised and the matters set out in paragraph
      (f) below are satisfied, then on the Term Out Date:                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                    
|    | (i)                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                    
|    | (ii)                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                    
|    | (iii)                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                    
|    | (iv)                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                    
|(f) | The
      following must be satisfied on the Term Out Date for the Term Out Option
      to be effected as specified in (e) above:                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                    
|    | (i)                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                    
|    | (ii)                                                                                                                                                                                                                                                                                                               

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|8.  | PREPAYMENT
      AND CANCELLATION                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|8.1 | Illegality                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|    | If
         it becomes unlawful in any applicable jurisdiction for a Lender to perform

      any of its obligations as contemplated by this Agreement or to fund or
        maintain  its participation in any Loan:                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|8.2 | Change
      of control                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|(a) | If
      any person or group of persons acting in concert gains control of the Company
      (other than as a result of, or in connection with, the Separation):                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | For
      the purpose of paragraph (a) above "control"
      has the meaning given to it in section 840 of the Taxes Act.                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|(c) | For
      the purpose of paragraph (a) above "acting
      in concert"
      has the meaning given to it in the City Code on Takeovers and Mergers.                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|8.3 | Debt
      Issues                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|    | Until
      such time as the Facility A Commitments and any Facility A Loans are repaid
      and cancelled in full, if the Company or any member of the Group raises
      any External Debt then the Company shall
      procure that the Net Proceeds of that External Debt are applied in reduction
      of Facility A on the date of receipt of such Net Proceeds as follows:
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|8.4 | Disposals                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|(a) | Until
      such time as the Facility A Commitments and any Facility A Loans are repaid
      and cancelled in
      full, if the Company or any member of the Group receives Disposal Proceeds
      then the                                                                                                                                                                     

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|    | Company
      shall procure that an amount equal to the Net Proceeds of those Disposal
      Proceeds are
      applied in reduction of Facility A Loans on the date of receipt of such
      Net Proceeds as follows:                                                                                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(b) | No
      such prepayment and cancellation shall be required to be made pursuant to
      paragraph (a) above if that prepayment and cancellation would (i) result
      in a material amount of Tax being required to be paid by the Company or
      any member of the Group which would not otherwise have
      had to be paid or (ii) breach any applicable laws in any relevant jurisdiction
      by the member of the Group making the Disposal making available or repatriating
      the Net Proceeds of such Disposal
      for prepayment.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(c) | Each
      relevant member of the Group shall use reasonable endeavours to transfer
      the Net Proceeds
      of Disposal Proceeds to a Borrower for the purposes of prepayment and cancellation
      in this Clause 8.4 (i) without breaching applicable laws and (ii) to the
      extent it would not result in a material amount of Tax being required to
      be paid, in each case, as specified in paragraph (b) above.                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.5 | No
      Separation Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(a) | If
      the Separation Date has not occurred by the earlier of (i) the date falling
      3 months after the date on which the last shareholders' circular relating
      to the Separation is posted to shareholders of Six Continents PLC and (ii)
      31 May 2003 (the "No
      Separation Date"),
      the Facilities shall be automatically
      cancelled on the No Separation Date and the Commitments shall be immediately
      reduced to zero.                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(b) | If
      at any time after the date of this Agreement a formal announcement is made
      by Six Continents PLC stating that the Separation will not be taking place,
      the Facilities shall be automatically cancelled
      on that date and the Commitments shall be immediately reduced to zero.                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.6 | Voluntary
      cancellation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The
      Company may, if it gives the Agent not less than 5 Business Days' (or such
      shorter period as
      the Majority Lenders may agree) prior notice in writing, cancel the whole
      or any part (being a minimum amount of $30,000,000 and in multiples of $10,000,000)
      of an Available Facility. Any cancellation under this Clause 8.6 shall reduce
      the Commitments of the Lenders rateably under that
      Facility.                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.7 | Voluntary
      prepayment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | A
      Borrower to which a Loan has been made, may, if it gives the Agent not less
      than 5 Business Days (or such shorter period as the Majority Lenders may
      agree) prior notice in writing, prepay the whole or any part of a Loan (but,
      if in part, being an amount that reduces the Base Currency Amount
      of the Loan by a minimum amount of $60,000,000 and in multiples of $15,000,000);                                                                                                                                 

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|8.8 | Right
      of repayment and cancellation in relation to a single Lender                                                                                                                                                                                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(a) | If:                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | the
      Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance
      giving rise to the requirement or indemnification continues, or (in the
      case of paragraph (iii) above) that Additional Cost Rate is greater than
      zero, give the Agent notice of cancellation of the Commitment of that Lender
      and/or its intention to procure the repayment of that Lender's participation
      in the Loans.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | On
      receipt of a notice referred to in paragraph (a) above, the Commitment of
      that Lender shall immediately be reduced to zero.                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(c) | On
         the last day of each Interest Period which ends after the Company has
        given
      notice under paragraph (a) above (or, if earlier, the date specified by
         the Company in that notice), each Borrower (or, as the case may be,
        the
      specified Borrower) to which a Loan is outstanding shall repay that Lender's
         participation in that Loan.                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8.9 | Restrictions                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(a) | Any
         notice of cancellation or prepayment given by any Party under this Clause

      8 shall be irrevocable and, unless a contrary indication appears in this
         Agreement, shall specify the date or dates upon which the relevant cancellation

      or prepayment is to be made and the amount of thatcancellation
       or prepayment.                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | Any
      prepayment under this Agreement shall be made together with accrued interest
      on the amount
      prepaid and, subject to any Break Costs, without premium or penalty.                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(c) | No
      Borrower may reborrow all or any part of a Term Loan or any part of Facility
      B which is prepaid.                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(d) | Unless
         a contrary indication appears in this Agreement, any part of Facility
        A
      which is prepaid prior to the Term Out Date or any part of Facility C which
         is prepaid may be reborrowed in accordance with the terms of this Agreement.                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(e) | The
      Borrowers shall not repay or prepay all or any part of the Loans or cancel
      all or any part of the Commitments except at the times and in the manner
      expressly provided for in this Agreement.                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(f) | No
      amount of the Total Commitments cancelled under this Agreement may be subsequently
      reinstated.                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(g) | If
      the Agent receives a notice under this Clause 8 it shall promptly forward
      a copy of that notice to either the Company or the affected Lender, as appropriate.                                                                                                                                                                                                                                                                        

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SECTION 5

COSTS OF UTILISATION

|9.  | INTEREST                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.1 | Calculation
      of interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The
      rate of interest on each Loan for each Interest Period is the percentage
      rate per annum which is the aggregate of the applicable:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.2 | Payment
      of interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The
      Borrower to which a Loan has been made shall pay accrued interest on that
      Loan on the last day of each Interest Period (and, if the Interest Period
      is longer than six Months, on the dates falling at six monthly intervals
      after the first day of the Interest Period).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.3 | Default
      interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(a) | If
         an Obligor fails to pay any amount payable by it under a Finance Document

      on its due date, interest shall accrue on the overdue amount from the due
         date up to the date of actual payment (both
          before and after judgment) at a rate which, subject to paragraph (b)
         below,
      is the sum of 1 per cent. and the rate which would have been payable if
          the overdue amount had, during the period
           of non-payment, constituted a Loan in the currency of the overdue
          amount
      for successive Interest Periods, each of a duration selected by the Agent
           (acting reasonably). Any interest accruing under this Clause 9.3 shall
          be
      immediately payable by the Obligor on demand by the Agent.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b) | If
      any overdue amount consists of all or part of a Loan which became due on
      a day which was not
      the last day of an Interest Period relating to that Loan:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(c) | Default
      interest (if unpaid) arising on an overdue amount will be compounded with
      the overdue amount at the end of each Interest Period applicable to that
      overdue amount but will remain immediately due and payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.4 | Notification
      of rates of interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The
      Agent shall promptly notify the Lenders and the relevant Borrower of the
      determination of a rate
      of interest under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|10.  | INTEREST
      PERIODS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.1 | Selection
      of Interest Periods                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(a)  | A
      Borrower (or the Company on behalf of a Borrower) may select an Interest
      Period for a Loan in the
      Utilisation Request for that Loan or (if the Loan has already been borrowed)
      in a Selection Notice.                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b)  | Each
         Selection Notice for a Term Loan or a Facility B Loan is irrevocable
        and
      must be delivered to the Agent by the Borrower (or the Company on behalf
         of a Borrower) to which that Term Loan or
          Facility B Loan was made not later than the Specified Time.                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(c)  | If a Borrower (or the Company) fails to deliver a Selection Notice to the
      Agent in accordance with paragraph (b) above, the relevant Interest Period
      will be one Month.                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(d)  | Subject
      to this Clause 10, a Borrower (or the Company) may select an Interest Period
      of 1, 2, 3 or 6 Months or any other period agreed between the Company and
      the Agent (acting on the instructions of all the Lenders).                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(e)  | An
      Interest Period for:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(f)  | Each Interest Period for a Term Loan or a Facility B Loan shall start on
      the Utilisation Date or (if already made) on the last day of its preceding
      Interest Period.                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(g)  | A
      Facility A Loan prior to the Term Out Date and a Facility C Loan has one
      Interest Period only.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.2 | Non-Business
      Days                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | If
      an Interest Period would otherwise end on a day which is not a Business
      Day, that Interest Period
      will instead end on the next Business Day in that calendar month (if there
      is one) or the preceding Business Day (if there is not).                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.3 | Consolidation
      and division of Term Loans and Facility B Loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(a)  | Subject
      to paragraph (b) below, if two or more Interest Periods:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | the
         relevant Term Loans or Facility B Loans will, unless that Borrower (or
        the
      Company on its behalf) specifies to the contrary in the Selection Notice
         for the next Interest Period, be consolidated into, and treated as,
        a single
      Term Loan or Facility B Loan, as the case may be, on the
       last day of the Interest Period.                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b)  | Subject
      to Clause 4.4 (Maximum
      number of Loans)
      and Clause 5.3 (Currency
      and amount),
      if a Borrower
      (or the Company on its behalf) requests in a Selection Notice that a Term
      Loan or Facility B Loan be divided into two or more respective Term Loans
      or Facility B Loans, as the case
      may be, that Term Loan or Facility B Loan will, on the last day of its Interest
      Period, be so divided with Base Currency Amounts specified in that Selection
      Notice, being an aggregate Base

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|     | Currency
         Amount equal to the Base Currency Amount of the respective Term Loan
        or
      Facility BLoan,
       as the case may be, immediately before its division.                                                                                                                                                                                                                
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|11.  | CHANGES
           TO THE CALCULATION OF INTEREST                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|11.1 | Absence
      of quotations                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|     | Subject
      to Clause 11.2 (Market
      disruption),
      if LIBOR or, if applicable, EURIBOR is to be determined by reference to
      the Reference Banks but a Reference Bank does not supply a quotation by
      the Specified Time on the Quotation Day, the applicable LIBOR or EURIBOR
      shall be determined on the basis of the quotations of the remaining Reference
      Banks.
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|11.2 | Market
      disruption                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|(a)  | If
      a Market Disruption Event occurs in relation to a Loan for any Interest
      Period, then the rate of interest on each Lender's share of that Loan for
      the Interest Period shall be the rate per annum which is the sum of:                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|(b)  | In
      this Agreement "Market
      Disruption Event"
      means:                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|11.3 | Alternative
      basis of interest or funding                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|(a)  | If
         a Market Disruption Event occurs and the Agent or the Company so requires,

      the Agent and the Company shall enter into negotiations (for a period of
         not more than thirty days) with a viewto
          agreeing a substitute basis for determining the rate of interest.                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|(b)  | Any
         alternative basis agreed pursuant to paragraph (a) above shall, with
        the
      prior consent of allthe
       Lenders and the Company, be binding on all Parties.                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|11.4 | Break
      Costs                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                    
|(a)  | Each
      Borrower shall, within five Business Days of a demand by a Finance Party,
      pay to that Finance Party its Break Costs attributable to all or any part
      of a Loan or Unpaid Sum being paid by that Borrower on a day other than
      the last day of an Interest Period for that Loan or UnpaidSum.                                                                            

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|(b)  | Each
         Lender shall, together with its demand provide a certificate confirming

      the amount andbasis
       of calculation of its Break Costs for any Interest Period in which they

      accrue.                                                                                                                                                                                
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|12.  | FEES                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|12.1 | Commitment
      fee                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|(a)  | The
      Company shall pay to the Agent (for the account of each Lender) a fee in
      the Base Currency computed at the rate of:                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|(b)  | The
         accrued commitment fee is payable on the last day of each successive
        period
      of three Months which ends during the relevant Availability Period, on
        the  last day of the Availability Period and, if cancelled in full, on
        the cancelled
      amount of the relevant Lender's AvailableCommitment
       at the time the cancellation is effective.
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|12.2 | Underwriting
      and Syndication fee                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|     | The
         Company shall pay, or procure that the same is paid, to the Arranger
        (for
      its own accountand
       the account of the Lenders as applicable) an underwriting and syndication

      fee in the amount and at the times agreed in the Mandate Letter.                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|12.3 | Agency
      fee                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|     | The
      Company shall pay, or procure that the same is paid, to the Agent (for its
      own account) an agency fee in the amount and at the times agreed in the
      Agency Fee Letter.                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|12.4 | Term
      Out fee                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|     | The
         Company shall pay to the Agent (for the account of each Lender) a term
        out
      fee in the Base Currency of 0.15 per cent. flat on that Lender's participation
         into the Base Currency Amount of the Facility A Loan(s) in relation
        to which
      the Term Out Option has been exercised, such fee tobe
       paid on the Term Out Date.              

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SECTION
  6

ADDITIONAL
  PAYMENT OBLIGATIONS

|13.  | TAX
           GROSS UP AND INDEMNITIES                                                                                                                                                                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                             
|13.1 | Definitions                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                             
|(a)  | In
      this Agreement:                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                             
|     | "Protected
      Party" means
      a Finance Party which is or will be subject to any liability, or required
      to make any payment, for or on account of Tax in relation to a sum received
      or receivable (or any sum deemed for the purposes of Tax to be received
      or receivable) under a Finance Document.
|     |                                                                                                                                                                                                                                                                                                                             
|     | "Qualifying
      Lender"
      means a Lender which is beneficially entitled to interest payable to that
      Lender in respect of an advance under a Finance Document and is:                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                             
|     | (i)                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                             
|     | (ii)                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                             
|     | (iii)                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                             
|     | "Tax
           Confirmation"
      means a confirmation by a Lender that the person beneficially entitled
       to interest payable to that Lender in respect of an advance under a Finance

      Document is either:                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                             
|     | (i)                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                             
|     | (ii)                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                             
|     | "Tax
      Credit"
      means a credit against, relief or remission for, or repayment of any Tax.                                                                                                                                                                                                                          

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|     | "Tax
           Deduction"
      means a deduction or withholding for or on account of Tax from a paymentunder
       a Finance Document.                                                                                                                                                                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | "Tax
      Payment"
      means the amount by which a payment made by an Obligor to a Finance Party
      is increased under Clause 13.2 (Tax
      gross-up)
      or a payment under Clause 13.3 (Tax
      indemnity).                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | "Treaty
      Lender"
      means a Lender which:                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | "Treaty
           State"
      means a jurisdiction having a double taxation agreement (a "Treaty")
       with the United Kingdom which makes provision for full exemption from
      tax
      imposed by the United Kingdom on interest.                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | "UK
           Non-Bank Lender"
      means, where a Lender becomes a Party to this Agreement after the day on
       which this Agreement is entered into, a Lender which gives a Tax Confirmation

      in the Transfer Certificate which it executes on becoming a Party to this
       Agreement.                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b)  | Unless
         a contrary indication appears, in this Clause 13 a reference to "determines"
      or "determined" means a determination made in the absolute discretion of
       the person making the determination.                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|13.2 | Tax
      gross-up                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(a)  | Each
      Obligor shall make all payments to be made by it without any Tax Deduction,
      unless a Tax Deduction is required by law.                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b)  | The
         Company shall promptly upon becoming aware that an Obligor must make
        a Tax
      Deduction (or that there is any change in the rate or the basis of a Tax
         Deduction) notify the Agent accordingly. Similarly, a Lender shall promptly

      notify the Agent on becoming so aware in respect of a payment payable to
         that Lender. If the Agent receives such notification from a Lender it
        shallpromptly
         notify the Company and that Obligor.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(c)  | If a Tax Deduction is required by law to be made by an Obligor, the amount
           of the payment due from that Obligor shall be increased to an amount
          which
      (after making any Tax Deduction) leaves an amount equal to the payment
          which  would have been due if no Tax Deduction hadbeen
           required.                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(d)  | An
      Obligor is not required to make an increased payment to a Lender under paragraph
      (c) above for a Tax Deduction in respect of tax imposed by the United Kingdom
      from a payment of interest on a Loan, if on the date on which the payment
      falls due:                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (A)                                                                                                                                                                                                                                                                             | the relevant Lender
         is a UK Non-Bank Lender, or would have been a UK Non-Bank Lender were
        it
      not for any change after the date it became a Lender under this Agreement
         in (or in the interpretation, administration, or application of) any
        law
      or Treaty, or any published practice or concession of any relevant taxing
         authority; and
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (B)                                                                                                                                                                                                                                                                             | the Board of the
      Inland Revenue has given (and not revoked) a direction under section 349C
      of the Taxes Act (as that provision has effect on the date on which
      the relevant Lender
      became a party to this Agreement) which relates to that payment and that
      Obligor has notified that UK Non-Bank Lender of the precise terms
      of that notice; or           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                               | the
      relevant Lender is a Treaty Lender and the Obligor making the payment is
      able to demonstrate
      that the payment could have been made to the Lender without the Tax Deduction
      had that Lender complied with its obligations under paragraph (g) below.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                
|(e)  | If
      an Obligor is required to make a Tax Deduction, that Obligor shall make
      that Tax Deduction and any payment required in connection with that Tax
      Deduction within the time allowed and in the
      minimum amount required by law.                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                
|(f)  | Within
      thirty days of making either a Tax Deduction or any payment required in
      connection with that Tax Deduction, the Obligor making that Tax Deduction
      shall deliver to the Agent for the Finance Party entitled to the payment
      evidence reasonably satisfactory to that Finance Party that the Tax Deduction
      has been made or (as applicable) any appropriate payment paid to the
      relevant taxing authority.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                
|(g)  | A
      Treaty Lender and each Obligor which makes a payment to which that Treaty
      Lender is entitled shall co-operate in promptly completing any procedural
      formalities (including completing and submitting appropriate documents to
      the applicable taxation authorities) necessary for that Obligor
      to obtain authorisation to make that payment without a Tax Deduction.                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                
|(h)  | A
      UK Non-Bank Lender shall promptly notify the Company and the Agent if there
      is any change in
      the position from that set out in the Tax Confirmation.                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                
|(i)  | Each
         Lender severally warrants to the Company that it is a Qualifying Lender

      on the date it becomes a Party to this Agreement. If at any time after
        this  Agreement is entered into any Lender becomes aware that it is not
        or will
      not or will cease to be a Qualifying Lender, it shall promptly notify the
         Agent and the Company.                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                
|13.3 | Tax
      indemnity                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(a)  | The
         Company shall (within five Business Days of demand by the Agent) pay
        to
      a Protected Party an amount equal to the loss, liability or cost which
        that  Protected Party determines will be or has been
         (directly or indirectly) suffered for or on account of Tax by that Protected

      Party in respect of a Finance Document.                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                
|(b)  | Paragraph
      (a) above shall not apply:                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                 | with
      respect to any Tax assessed on a Finance Party:                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (A)                                                                                                                                                                                             | under the law of
         the jurisdiction in which that Finance Party is incorporated or, if
      different, the jurisdiction
       (or jurisdictions) in which that Finance Party is treated as resident
      for
      tax purposes; or       
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                 |                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (B)                                                                                                                                                                                             | under the law of
      the jurisdiction in which that Finance Party's Facility Office is located
      in respect of amounts received or receivable in that jurisdiction,                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                 |                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     | if
      that Tax is imposed on or calculated by reference to the net income received
      or receivable (but not any sum deemed to be received or receivable) by that
      Finance Party; or
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                 |                                                                                                                                                                                                                                                     
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                | to
      the extent a loss, liability or cost:                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                 |                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (A)                                                                                                                                                                                             | is compensated for
      by an increased payment under Clause 13.2 (Tax
      gross-up);
      or                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                 |                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (B)                                                                                                                                                                                             | would have been compensated
      for by an increased payment under Clause 13.2 (Tax
      gross-up)
      but was not so compensated solely because one of the exclusions in paragraph
      (d) of Clause 13.2 (Tax
      gross-up)
      applied.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                 |                                                                                                                                                                                                                                                     
|(c)  | A Protected
      Party making, or intending to make, a claim under paragraph (a) above shall
      promptly notify the Agent of the event which will give, or has given, rise
      to the claim, following which
      the Agent shall promptly notify the Company.                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                 |                                                                                                                                                                                                                                                     
|(d)  | A Protected
         Party shall, on receiving a payment from an Obligor under this Clause
        13.3,
      notify the Agent.                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                 |                                                                                                                                                                                                                                                     
|13.4 | Tax
      Credit                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | If an
      Obligor makes a Tax Payment and the relevant Finance Party determines that:                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                 |                                                                                                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                 | a Tax
      Credit is attributable either to an increased payment of which that Tax
      Payment forms part or to that Tax Payment; and                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                 |                                                                                                                                                                                                                                                     
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                 | that
      Finance Party has obtained, utilised and retained that Tax Credit,                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                 |                                                                                                                                                                                                                                                     
|     | the Finance
      Party shall pay an amount to the Obligor which that Finance Party determines
      will leave it (after that payment) in no better and no worse position in
      respect of its worldwide tax liabilities
      than it would have been in had the Tax Payment not been required to be made
      by the Obligor.                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                 |                                                                                                                                                                                                                                                     
|13.5 | Stamp
      taxes                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | The Company
      shall pay and, within five Business Days of demand, indemnify each Finance
      Party against any cost, loss or liability that Finance Party incurs in relation
      to all stamp duty, registration
      and other similar Taxes payable in respect of any Finance Document.                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                 |                                                                                                                                                                                                                                                     
|13.6 | Value
      added tax                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(a)  | All consideration
      expressed to be payable under a Finance Document by any Party to a Finance
      Party shall be deemed to be exclusive of any VAT. If VAT is chargeable on
      any supply made by any Finance Party to any Party in connection with a Finance Document, that Party
      shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal
      to the amount of the VAT.

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|(b)  | Where
      a Finance Document requires any Party to reimburse a Finance Party for any
      costs or expenses,
      that Party shall also at the same time pay and indemnify the Finance Party
      against all VAT incurred by the Finance Party in respect of the costs or
      expenses save to the extent that the Finance Party is entitled to repayment
      or credit in respect of such VAT.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|13.7 | PTR
      Scheme                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|(a)  | Each
      Treaty Lender:                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|(b)  | Each
      Borrower acknowledges that it is fully aware of its contingent obligations
      under the PTR Scheme and shall:                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|(c)  | The Agent
      agrees to provide, as soon as reasonably practicable, a copy of any provisional
      authority issued to it under the PTR Scheme in connection with any Loan
      to those Borrowers specified in such provisional authority.                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|(d)  | All Parties
      acknowledge that the Agent:                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                     

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|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | shall
      have no liability to any person for the accuracy of any information it submits
      in connection
      with paragraph (a)(i) above.                                                                                                                                                   
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                     
|(e)  | In this
      Clause "PTR
      Scheme"
      means the Provisional Treaty Relief scheme as described in Inland Revenue
      Guidelines dated July 1999 and administered by the Inland Revenue's Centre
      for Non-Residents.                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                     
|14.  | INCREASED
      COSTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                     
|14.1 | Increased
      costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(a)  | Subject
      to Clause 14.3 (Exceptions)
      the Company shall, within five Business Days of a demand by the Agent, pay
      for the account of a Finance Party the amount of any Increased Costs incurred
      by that Finance Party or any of its Affiliates as a result of (i) the introduction
      of or any change in (or in the interpretation, administration or application
      of) any law or regulation or (ii) compliance with any law or regulation
      made after the date of this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                     
|(b)  | In this
      Agreement "Increased
      Costs" means:                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                     
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | a reduction
      in the rate of return from the Facility or on a Finance Party's (or its
      Affiliate's) overall capital;                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                     
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | an additional
      or increased cost; or                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                     
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | a reduction
      of any amount due and payable under any Finance Document,                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                     
|     | which
      is incurred or suffered by a Finance Party or any of its Affiliates to the
      extent that it is attributable to that Finance Party having entered into
      its Commitment or funding or performing its obligations
      under any Finance Document.                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                     
|14.2 | Increased
      cost claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(a)  | A Finance
      Party intending to make a claim pursuant to Clause 14.1 (Increased
      costs) shall
      notify the Agent of the event giving rise to the claim, following which
      the Agent shall promptly notify the Company.                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                     
|(b)  | Each
      Finance Party shall, as soon as practicable after a demand by the Agent,
      provide a certificate
      confirming the amount and reasonable details of the calculation of its Increased
      Costs.                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                     
|14.3 | Exceptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(a)  | Clause
      14.1 (Increased
      costs) does
      not apply to the extent any Increased Cost is:                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                     
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | attributable
      to a Tax Deduction required by law to be made by an Obligor;                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                     
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | compensated
      for by Clause 13.3 (Tax
      indemnity)
      (or would have been compensated for under
      Clause 13.3 (Tax
      indemnity)
      but was not so compensated solely because any of the exclusions in paragraph
      (b) of Clause 13.3 (Tax
      indemnity)
      applied);
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                     
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | compensated
      for by the payment of the Mandatory Cost; or                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                     
|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | attributable
         to the negligence or wilful breach by the relevant Finance Party or
        its
      Affiliates of any law or regulation.                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                     
|(b)  | In this
      Clause 14.3, a reference to a "Tax
      Deduction"
      has the same meaning given to the term in
      Clause 13.1 (Definitions).                                                                                                                                                                                                                                                                                                                                                                   

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|15.  | OTHER
      INDEMNITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|15.1 | Currency
      indemnity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(a)  | If any
      sum due from an Obligor under the Finance Documents (a "Sum"),
      or any order, judgment or
      award given or made in relation to a Sum, has to be converted from the currency
      (the "First
      Currency")
      in which that Sum is payable into another currency (the "Second
      Currency")
      for the purpose
      of:                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | that
      Obligor shall as an independent obligation, within five Business Days of
      demand, indemnify each Finance Party to whom that Sum is due against any
      cost, loss or liability arising out of or as a result of the conversion
      including any discrepancy between (A) the rate of exchange used to convert
      that Sum from the First Currency into the Second Currency and (B) the rate
      or rates of exchange
      available to that person at the time of its receipt of that Sum.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b)  | Each
      Obligor waives any right it may have in any jurisdiction to pay any amount
      under the Finance Documents in a currency or currency unit other than that
      in which it is expressed to be payable.                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|15.2 | Other
      indemnities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | The
      Company shall (or shall procure that an Obligor will), within five Business
      Days of demand, indemnify each Finance Party against any cost, loss or liability
      incurred by that Finance Party as a result of:                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|15.3 | Indemnity
      to the Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | The Company
      shall promptly indemnify the Agent against any cost, loss or liability incurred
      by the Agent (acting reasonably) as a result of:                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|16.  | MITIGATION
      BY THE LENDERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|16.1 | Mitigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(a)  | Each
      Finance Party shall, in consultation with the Company, take all reasonable
      steps to mitigateany
      circumstances which arise and which would result in any amount becoming
      payable under or pursuant to, or cancelled pursuant to, any of Clause 8.1
      (Illegality),
      Clause 13 (Tax
      gross-up and
      indemnities), Clause
      14 (Increased
      costs) or paragraph
      3 of Schedule 4 (Mandatory
      Cost formulae)
      including (but not limited to) transferring its rights and obligations under
      the Finance Documents to another Affiliate or Facility Office.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b)  | Paragraph
      (a) above does not in any way limit the obligations of any Obligor under
      the FinanceDocuments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|16.2 | Limitation
      of liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(a)  | The
      Company shall indemnify each Finance Party for all costs and expenses reasonably
      incurred by that Finance Party as a result of steps taken by it under Clause
      16.1 (Mitigation).                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b)  | A
      Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation)
      if, in the opinion of that Finance Party (acting reasonably), to do so might
      be prejudicial to it.                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|17.  | COSTS
      AND EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|17.1 | Transaction
      expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | The
      Company shall promptly on demand pay the Agent and the Arranger the amount
      of all reasonable costs and expenses (including legal fees) reasonably incurred
      by any of them (subject
      to a maximum in respect of legal fees as agreed with the Company) in connection
      with the negotiation, preparation, printing, execution and syndication of:                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|17.2 | Amendment
      costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | If
      (a) an Obligor requests an amendment, waiver or consent or (b) an amendment
      is required pursuant
      to Clause 29.9 (Change
      of Currency),the Company shall,
      within five Business Days of demand, reimburse the Agent for the amount
      of all reasonable costs and expenses (including legal fees) reasonably incurred
      by the Agent in evaluating, negotiating or complying with that request.                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|17.3 | Enforcement
      costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | The
           Company shall, within five Business Days of demand, pay to each Finance

      Party the amount of all costs and expenses (including legal fees) incurred
           by that Finance Party in connection
            with the enforcement of, or the preservation of any rights under,
           any Finance
      Document.                                                                                                                                                                                                                                                                                     

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|SECTION
      7
|---------------
|               
|GUARANTEE      
|               
|18.            
|               
|18.1           
|               
|               
|               
|               
|               
|               
|               
|               
|               
|18.2           
|               
|               
|               
|18.3           
|               
|               
|               
|               
|               
|               
|               
|18.4           
|               
|               
|               
|               
|               
|               
|               
|               

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                  | 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 power, authority or legal personality of or dissolution or
        change
      in the members or status of an Obligor or any other person;                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                              | any amendment (however
      fundamental) or replacement of a Finance Document or any other document
      or security;                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                              | any unenforceability,
          illegality or invalidity of any obligation of any person under  any
          Finance Document or any other document or security; or                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                              | any insolvency
      or similar proceedings.                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                              
|18.5 | Immediate
      recourse                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 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 18. This waiver applies irrespective
      of any law or any provision of a Finance Document to the contrary.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                              
|18.6 | Appropriations                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | Until
      all amounts which may be or become payable by the Obligors under or in connection
      with the Finance Documents have been irrevocably paid in full, while a Default
      is continuing, 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 an interest-bearing
      suspense account any moneys received from any Guarantor or
      on account of any Guarantor's liability under this Clause 18.                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                              
|18.7 | Deferral
      of Guarantors' rights                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | Until
         all amounts which may be or become payable by the Obligors under or
        in connection
      with the Finance
       Documents have been irrevocably paid in full and unless the Agent otherwise

      directs, no Guarantor will exercise any rights which it may have by reason
       of performance by it of its obligations under the Finance Documents:                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                              | to be indemnified
      by an Obligor;                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                              | to claim any contribution
      from any other guarantor of any Obligor's obligations under the Finance
      Documents; and/or                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                              | to take the benefit
      (in whole or in part and whether by way of subrogation or otherwise) of
      any rights of the Finance Parties under the Finance Documents or of any
      other guarantee or security taken pursuant to, or in connection with, the
      Finance Documents by any Finance Party.                                                                                                

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|18.8 | Additional
      security                                                                                                                                            
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                      
|     | This guarantee
      is in addition to and is not in any way prejudiced by any other guarantee
      or security
      now or subsequently held by any Finance Party.

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|SECTION
      8                                          
|---------------------------------------------------------
|                                                         
|REPRESENTATIONS,
      UNDERTAKINGS AND EVENTS OF DEFAULT
|                                                         
|19.                                                      
|                                                         
|                                                         
|                                                         
|19.1                                                     
|                                                         
|(a)                                                      
|                                                         
|(b)                                                      
|                                                         
|19.2                                                     
|                                                         
|                                                         
|                                                         
|19.3                                                     
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|19.4                                                     
|                                                         
|                                                         
|                                                         
|19.5                                                     
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         

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|19.6 | No
      default                                                                                                                                                                                                                                                                                                                                                               
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                
|(a)  | No
         Event of Default is continuing or could reasonably be expected to result

      from the making ofany
       Utilisation.                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                
|(b)  | No
         other event or circumstance is outstanding which constitutes a default
        under
      any other agreement or instrument which is binding on it or any of its
         Subsidiaries or to which its (or any ofits
          Subsidiaries') assets are subject which has or could reasonably be
         expected
      to have a Material Adverse Effect.      
|     |                                                                                                                                                                                                                                                                                                                                                                                
|19.7 | No
      misleading information                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                
|(a)  | Any
         material written factual information provided by or on behalf of any
        member
      of the Group for the purposes of the Information Memorandum, was true and
         accurate in all material respects asat
          the date it was provided or as at the date (if any) at which it is
         stated.                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                
|(b)  | The
         financial projections contained in the Information Memorandum have
        been
      prepared on thebasis
       of recent historical information and on the basis of assumptions believed

      by it at the time to be reasonable.                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                
|(c)  | Nothing has occurred or been omitted from the Information Memorandum and
           no information has been given or withheld that results in the information

      referred to in paragraph (a) containedin
       the Information Memorandum being untrue or misleading in any material
      respect.                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                
|19.8 | Financial
      statements                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                
|(a)  | The
      Original Financial Statements were prepared in accordance with GAAP consistently
      applied.                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                
|(b)  | The
      Original Financial Statements give a true and fair view of the consolidated
      financial condition and operations of Six Continents PLC during the relevant
      financial year.                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                
|(c)  | The pro forma financial information of the Hotels Group for the year ended
           30 September 2002as
            disclosed in the listing particulars has been properly compiled in
           accordance
      with paragraphs 12.29 to 12.34 of the Listing Rules of the UK Listing Authority
            and is consistent with the accounting policies of the Company.
|     |                                                                                                                                                                                                                                                                                                                                                                                
|(d)  | There
      has been no material adverse change in the business or financial condition
      of the Hotels Group since the date of the listing particulars relating to
      the Hotels Group last posted to the shareholders of Six Continents PLC.                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                
|(e)  | For
      the purposes of this Clause 19.8:                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                
|     | (i)                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                
|19.9 | Pari
      passu ranking                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                
|     | Its
         payment obligations under the Finance Documents rank at leastpari
          passuwith
           the claims of all its other unsecured and unsubordinated creditors,
          except
      for obligations mandatorily preferredby
       law applying to companies generally.                                                                                   

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|19.10 | No
      proceedings pending or threatened                                                                                                                                                                                                                                                                                                                                                                            
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | No litigation,
         arbitration or administrative proceedings of or before any court, arbitral

      body oragency
       which are reasonably likely to be adversely determined and, if adversely

      determined, could be reasonably likely to have a Material Adverse Effect
       have (to the best of its knowledge and belief) been started or threatened

      against it or any of its Subsidiaries.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|19.11 | Repetition                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | The Repeating
      Representations are deemed to be made by each Obligor by reference to the
      facts and circumstances then existing on:                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|20.   | INFORMATION
          UNDERTAKINGS                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | The undertakings
      in this Clause 20 remain in force from the date of this Agreement for so
      long as any amount is outstanding under the Finance Documents or any Commitment
      is in force.                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|20.1  | Financial
      statements                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | The Company
      shall supply to the Agent in sufficient copies for all the Lenders:                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|20.2  | Compliance
      Certificate                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(a)   | The Company
      shall supply to the Agent, with each set of financial statements delivered
      pursuant to paragraph (a)(i) or (b) of Clause 20.1 (Financial
      statements),
      a Compliance Certificate setting out:                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | in each
      case, as at the date at which those financial statements were drawn up.                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b)   | The Company
      shall supply to the Agent within 90 days of 30 September 2003, a Compliance
      Certificate setting out (in reasonable detail) computations as to compliance
      with Clause 21 (Financial
      covenants)
      as at 30 September 2003.                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(c)   | Each
      Compliance Certificate shall be signed by a director or an authorised signatory
      on behalf of the Company.                                                                                                                                                                                                                                                                                            

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                   | 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|20.3 | Requirements
      as to financial statements                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(a)  | Each
         set of financial statements delivered by the Company pursuant to Clause

      20.1(a) (Financialstatements)
       shall be certified by an authorised signatory on behalf of the relevant

      company as fairly representing its (or, as the case may be, its consolidated)
       financial condition and operations as at the end of and for the period
      in
      relation to which those financial statements were drawn up.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                   | 
|(b)  | The
         Company shall procure that each set of financial statements of the Group

      delivered pursuant to Clause 20.1 (Financial
       statements)
        is prepared using GAAP and it shall deliver to the Agent:                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                   | 
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                     | sufficient
         information, in form and substance as may be reasonably required by
        the
      Agent, to enable the Lenders to determine whether Clause 21 (Financial
       covenants)
        has been complied with and make an accurate comparison between the financial

      position indicated in those financial statements and the Original Financial
       Statements; and
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                   | 
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                    | a
      description of any change necessary for those financial statements to reflect
      the Applicable Accounting principles upon which the Original Financial statements
      were prepared.                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                   | 
|(c)  | Any
      reference in this Agreement to the financial statements of the Group delivered
      pursuant to Clause 20.1 (Financial
      statements)
      shall be construed as a reference to those financial statements as adjusted
      to reflect the Applicable Accounting Principles.                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                   | 
|20.4 | Information:
      miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                   | 
|     | The
      Company shall supply to the Agent (in sufficient copies for all the Lenders,
      if the Agent so requests):                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                   | 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                     | all
      documents dispatched by the Company to its shareholders (or any class of
      them) or its creditors generally at the same time as they are dispatched;                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                   | 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                     | promptly
      upon becoming aware of them, the details of any litigation, arbitration
      or administrative proceedings which are current, threatened or pending against
      anymember of
      the Group, and which might, if adversely determined, have a Material Adverse
      Effect;                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                   | 
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                     | promptly,
      such further information regarding the financial condition, business and
      operations of any member of the Group as any Finance Party (through the
      Agent) may reasonably request except to the extent that disclosure of the
      information would breach any law regulation, stock exchange requirement
      or duty of confidentiality; and                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                   | 
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                     | as
      soon as reasonably practicable after becoming aware of the same the Company
      shall inform the Agent of a change in the Company's published long term
      unsecured debt rating (as determined by S&P and Moody's).                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                   | 
|20.5 | Notification
      of default                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                   | 
|(a)  | Each
      Obligor shall notify the Agent of any Default and the steps, if any, being
      taken to remedy it promptly upon becoming aware of its occurrence (unless
      that Obligor is aware that a notification has already been provided by another
      Obligor).                                                                                                                                                                             

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|(b)  | Promptly
         upon a request by the Agent, the Company shall supply to the Agent a
        certificatesigned
         by a director or authorised signatory on its behalf certifying that
        no Default
      is continuing (or if continuing, specifying the steps, if any, being taken
         to remedy it).                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|20.6 | Separation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | The
      Company shall promptly notify the Agent after it has been decided by Six
      Continents PLCthat
      the Separation is not to, or shall not, proceed.                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|20.7 | Use
      of websites                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(a)  | The
         Company may satisfy its obligation under this Agreement to deliver
        any
      information in relation to those Lenders (the "Website
       Lenders")
        who accept this method of communication by posting this information onto

      an electronic website designated by the Company and the Agent(the
      "Designated
       Website")
        if:                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | If
         any Lender (a "Paper
          Form Lender")
           does not agree to the delivery of information electronically then
          the Agent
      shall notify the Company accordingly and the Company shall supplythe
       information to the Agent (in sufficient copies for each Paper Form Lender)

      in paper form. In any event the Company shall supply the Agent with at
      least  one copy in paper form of any information required to be provided
      by it.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b)  | The
         Agent shall supply each Website Lender with the address of and any relevant

      password specifications for the Designated Website following designation
         of that website by the Companyand
          the Agent:                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(c)  | The
      Company shall promptly upon becoming aware of its occurrence notify the
      Agent if:                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | If
         the Company notifies the Agent under paragraph (c)(i) or paragraph (c)(v)

      above, all information to be provided by the Company under this Agreement
         after the date of that noticeshall
          be supplied in paper form unless and until the Agent and each Website
         Lender
      is satisfied that the circumstances giving rise to the notification are
          no longer continuing.                                                                

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|(d)  | Any
         Website Lender may request, through the Agent, one paper copy of any
        informationrequired
         to be provided under this Agreement which is posted onto the Designated

      Website. The Company shall comply with any such request within ten Business
         Days.                           
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                            
|21.  | FINANCIAL
      COVENANTS                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                            
|21.1 | Financial
      Condition                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                            
|     | The
      Company shall ensure that:                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                            
|     | (c)                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                            
|     | The
        covenants set out in paragraphs (a) and (b) above in relation to the
        Relevant Periods ending30
        September 2003 and 31 December 2003 shall be determined on a pro forma
        basis on actual results of the Group and based on the assumption that
    the Separation Date was 1 October 2002.
|     |                                                                                                                                                                                                                                                                                                                            
|21.2 | Financial
      covenant calculations                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                            
|     | For
      the purposes of this Agreement,Borrowings
      (including Financial Indebtedness for the purpose of calculating Borrowings),
      EBITDA, Consolidated Net Worth, Net Borrowings and Net Interest Payable
      shall be:                                                                                      
|     |                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                            
|     | and
      "Group" shall, for the purpose of this Clause 21, include Britvic.                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                            
|21.3 | Definitions                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                            
|     | In
      this Agreement:                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                            
|     | "Borrowings"
      means, as at any particular time, the aggregate outstanding principal,
          capital  or nominal amount (and any fixed or minimum premium payable
          on redemption)
      of the FinancialIndebtedness
       of members of the Group, other than:                                           
|     |                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                        

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| | (c)                                                                                                                                                                                                                                                                                                                                                                                                        | any indebtedness
      referred to in paragraphs (f)(ii), (i) and (j) of the definition of Financial
      Indebtedness except, in the case of paragraphs (i) and (j), to the extent
      any such obligation or liability specified in such paragraphs has been provided
      for in the financial statements of the Group delivered under Clause 20.1
      (Financial
      statements)
      or is disclosed as a contingency in the notes thereto and is quantified,
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | and deducting,
      to the extent included, amounts attributable to interests of third parties
      in members of the Group.                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | For this
      purpose, any amount outstanding or repayable in a currency other than sterling
      shall on that day be taken into account in its sterling equivalent at the
      rate of exchange that would have been used had an audited consolidated balance
      sheet of the Group been prepared as at thatday
      in accordance with the GAAP applicable to the Original Financial Statements.
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Cash"
      means any credit balances on any deposit, savings, current or other account,
      and any cash in hand, which is:                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                        | freely withdrawable
      on demand;                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                        | not subject to any
      Security (other than permitted pursuant to Clause 22.3 (Negative
      pledge));                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                        | denominated and payable
      in freely transferable and freely convertible currency; and                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d)                                                                                                                                                                                                                                                                                                                                                                                                        | capable of being
      remitted to an Obligor in the United Kingdom.                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Cash
      Equivalent Investments"
      means:                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                        | securities issued
      or fully guaranteed or insured by the Government of the United States or
      any member state of the European Union which is rated at least AA by S&P
      and/or Fitch (each as defined in "Margin") or Aa by Moody's (as defined
      in "Margin");                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                        | commercial paper
      or other debt securities issued by an issuer rated at least A-1 by S&P
      and/or Fitch (each as defined in "Margin") or P-1 by Moody's (as defined
      in "Margin"); and                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                        | certificates of deposit
      or time deposits of any commercial bank (which has outstanding debt securities
      rated as referred to in paragraph (b) above),                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | in each
      case not subject to any Security (other than permitted pursuant to Clause
      22.3 (Negative
      pledge))
      denominated and payable in freely transferable and freely convertible currency
      and the proceeds of which are capable of being remitted to an Obligor in
      the United Kingdom.                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "ConsolidatedNet
      Worth"
      means, as at any particular time, the aggregate of:                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                        | the amount paid up
      or credited as paid up on the issued share capital of the Company; and                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                        | the amount standing
      to the credit of the consolidated reserves of the Group,                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | less
      (but without double counting) any amount included in the above which is
      attributable to:                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (i)                                                                                                                                                                                                                                                                                                                                                                                                        | goodwill or other
      intangible assets other than goodwill arising on acquisitions of any businesses
      of a type similar to those carried on by the Group at the date of this                                                                                                                                                                                                                                                                                       

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| |                                                                                                                                                                                                                                                  | Agreement
      or the Separation Date made after the date of this Agreement (so long as
      the business or businesses acquired remain(s) within the Group);                                                                                                                                                                                                        
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| | (ii)                                                                                                                                                                                                                                             | amounts
      set aside for Tax;                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| | (iii)                                                                                                                                                                                                                                            | minority
      interests;                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| | (iv)                                                                                                                                                                                                                                             | the amount
      by which the net book value of any asset has been written up after 30 September
      2002 (or, in the case of a person becoming a member of the Group after that
      date, the date on which that person became or becomes a member of the Group)
      by way of revaluation or on its transfer from one member of the Group to
      another; and
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| | (v)                                                                                                                                                                                                                                              | any dividend
      or other distribution declared but not paid by any member of the Group to
      a person not a member of the Group.                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| | "EBITDA"
      means, in relation to any Relevant Period, the total consolidated operating
      profit of the Group for that Relevant Period:                                                                                                  
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| | (a)                                                                                                                                                                                                                                              | before
      taking into account:                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                  | (i)                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                  | (ii)                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                  | (iii)                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| | (b)                                                                                                                                                                                                                                              | after
      adding back all amounts provided for depreciation and amortisation (including
      any amortisation of underwriting and syndication fees in connection with
      the Facilities); and                                                                                                                                                                    
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| | (c)                                                                                                                                                                                                                                              | deducting,
      to the extent included, amounts attributable to interests of third parties
      in members of the Group.                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| | "Net
      Borrowings"
      means, as at any particular time, Borrowings less Cash and Cash Equivalent
      Investments.                                                                                                                      
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| | "Net
           Interest Payable"
      means, in relation to any Relevant Period, the aggregate amount of interest
       and any other finance charges accrued by the Group in that Relevant Period

      in respect of Borrowings including:
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| | (a)                                                                                                                                                                                                                                              | the interest
      element of leasing and hire purchase payments;                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| | (b)                                                                                                                                                                                                                                              | commitment
      fees, commissions and guarantee fees; and                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| | (c)                                                                                                                                                                                                                                              | amounts
         in the nature of interest payable in respect of any shares other than
        equity
      share capital, adjusted
      (but without double counting) by:                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| | (i)                                                                                                                                                                                                                                              | adding
      back the net amount payable (or deducting the net amount receivable) by
      members of the Group in respect of that Relevant Period under any interest
      or (so far as they relate to interest) currency hedging arrangements;                                                                                                                      
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| | (ii)                                                                                                                                                                                                                                             | deducting
      interest income of the Group in respect of that Relevant Period; and                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                        
| | (iii)                                                                                                                                                                                                                                            | deducting,
      to the extent included, the amount of interest and other finance charges
      attributable to interests of third parties in members of the Group and adjusting,
      as                                                                                                                                                                             

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     | appropriate,
      the additions or deductions specified in paragraphs (i) and (ii) above as
      a consequence
      of interests of third parties in members of the Group.          
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     | "Relevant
      Period"
      means:                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                 | the period
      of 12 months ending on 30 September 2003; and thereafter                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                 | each
      financial year of the Company; and                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                 | each
      period beginning on the first day of the second half of a financial year
      of the Company and ending on the last day of the first half of its next
      financial year.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|22.  | GENERAL
      UNDERTAKINGS                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     | The undertakings
      in this Clause 22 remain in force from the date of this Agreement (or, in
      the case of Clause 22.3 (Negative
      pledge),
      Clause 22.5 (Subsidiary
      Indebtedness),
      Clause 22.6 (Change
      of business)
      or Clause 22.7 (Insurance),
      from the Separation Date) for so long as any amount is outstanding under
      the Finance Documents or any Commitment is in force.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|22.1 | Authorisations                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     | Each
      Obligor shall promptly:                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                 | obtain,
      comply with and do all that is necessary to maintain in full force and effect;
      and                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                 | supply
      certified copies to the Agent of,                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     | any Authorisation
      required under any law or regulation of its jurisdiction of incorporation
      to enable it to perform its obligations under the Finance Documents and
      to ensure the legality, validity, enforceability or admissibility in evidence
      in its jurisdiction of incorporation of any Finance Document.                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|22.2 | Compliance
      with laws                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     | Each
      Obligor shall comply with all laws to which it may be subject, if failure
      so to comply would materially impair its ability to perform its obligations
      under the Finance Documents.                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|22.3 | Negative
      pledge                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                 | No Obligor
      shall (and the Company shall ensure that no other member of the Group will)
      create or permit to subsist any Security over any of its assets.                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                 | Paragraph
      (a) above does not apply to:                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     | (i)                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     | (ii)                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     | (iii)                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     | (iv)                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                        

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|     |           |                                                                                                                                                                                                                 | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the principal amount
      secured has not been increased in contemplation of or since the
      acquisition of that asset by a member of the Group;
|---- | --------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|     |           |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                     
|     |           | (v)                                                                                                                                                                                                             | any Security
      over or affecting any asset of any company which becomes a member of the
      Group after the date of this Agreement, where the Security is created prior
      to the date on which that company becomes a member of the Group, to the
      extent that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |           |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                     
|     |           |                                                                                                                                                                                                                 | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the Security was
      not created in contemplation of the acquisition of that company; and                                                         
|     |           |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                     
|     |           |                                                                                                                                                                                                                 | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the principal amount
      secured has not increased in contemplation of or since the acquisition of
      that company;                            
|     |           |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                     
|     |           | (vi)                                                                                                                                                                                                            | any
      Security created pursuant to any Finance Document;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |           |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                     
|     |           | (vii)                                                                                                                                                                                                           | any title
      transfer or retention of title arrangement entered into by any member of
      the Group in the ordinary course of business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |           |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                     
|     |           | (viii)                                                                                                                                                                                                          | pledges
      of goods, the related documents of title and/or other related documents
      arising or created in the ordinary course of business as security for indebtedness
      to a bank or financial
      institution directly relating to the goods or documents over which that
      pledge exists;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |           |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                     
|     |           | (ix)                                                                                                                                                                                                            | any
        Security over cash or other investments for bank guarantees given in
        the ordinary
      course of trading securing liabilities of up to £50,000,000 or to
       meet any margin requirement in respect of derivative transactions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |           |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                     
|     |           | (x)                                                                                                                                                                                                             | any Security
      resulting from the rules and regulations of any clearing system or stock
      exchange over shares and/or other securities held in that clearing system
      or stock exchange;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |           |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                     
|     |           | (xi)                                                                                                                                                                                                            | any Security
      securing Project Finance Indebtedness;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |           |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                     
|     |           | (xii)                                                                                                                                                                                                           | any Security
      replacing any Security permitted under paragraph (i) above or this paragraph
      (xii) and securing the same indebtedness or obligations whose principal
      amount does not exceed the maximum principal amount secured, or which could
      be secured, by the replaced Security when it is replaced;                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |           |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                     
|     |           | (xiii)                                                                                                                                                                                                          | any
        Security  securing indebtedness the principal amount of which (when aggregated
        with
      the principal amount of any other indebtedness which has the benefit of
         Security given by any member of the Group other than any permitted under

      paragraphs (i) to (xii) above) does not exceed 5 per cent. of the Consolidated
         Gross Assets of the Group (or its equivalent in another currency or
        currencies
      as calculated using the most recently delivered financial statements of
         the Group or, prior to the receipt of the first consolidated financial
        statements
      of the Group required to be delivered pursuant to Clause 20.1 (Financial
       statements),
        the Initial Financial Statements); or
|     |           |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                     
|     |           | (xiv)                                                                                                                                                                                                           | any other
      Security created or outstanding with the prior consent of the Majority Lenders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |           |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                     
|22.4 | Disposals
|     |           |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                     
|     | (a)       | Except
      as provided in paragraph (b) below, no Obligor shall (and the Company shall
      ensure that no other member of the Group will) whether by a single transaction
      or a series of transactions

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| |     | (whether
      related or not and whether voluntary or involuntary) sell, lease, transfer
      or otherwise dispose
      of any asset (each a "Disposal").
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                             
| | (b) | Paragraph
      (a) above does not apply to any Disposal:                                                                                                   
| |     |                                                                                                                                                             
| |     | (i)                                                                                                                                                         
| |     |                                                                                                                                                             
| |     | (ii)                                                                                                                                                        
| |     |                                                                                                                                                             
| |     | (iii)                                                                                                                                                       
| |     |                                                                                                                                                             
| |     | (iv)                                                                                                                                                        
| |     |                                                                                                                                                             
| |     | (v)                                                                                                                                                         
| |     |                                                                                                                                                             
| |     | (vi)                                                                                                                                                        
| |     |                                                                                                                                                             
| |     |                                                                                                                                                             
| |     |                                                                                                                                                             
| |     |                                                                                                                                                             
| |     |                                                                                                                                                             
| |     | (vii)                                                                                                                                                       
| |     |                                                                                                                                                             
| |     | (viii)                                                                                                                                                      
| |     |                                                                                                                                                             
| |     | (ix)                                                                                                                                                        
| |     |                                                                                                                                                             
| |     | (x)                                                                                                                                                         

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|     | (xi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | to which the Majority
    Lenders have consented; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (xii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | in a financial year,
        in addition to any Disposal permitted under paragraphs (i) to (xi) (inclusive)
        above, which relates to an asset which does not (or assets which do not)
        together with other Disposals made under or attributed to this paragraph
        (xii) in that financial year, generate, in aggregate, net proceeds in
        excess of 7.5 per cent. of Consolidated Gross Assets of the Group (where
        Consolidated Gross Assets is, for the purposes
        of this provision, based on Consolidated Gross Assets) as calculated
        for the financial year of the Company immediately prior to the financial
        year in which such Disposal
    is made,
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | provided that in
        the case of paragraphs (ii) and (iii) above, there shall be no double
        counting with respect
        to an application made prior to a Disposal and an application made following
        a Disposal. For the purposes of paragraph (xii) above Consolidated Gross
        Assets shall, prior to the receipt of the first consolidated financial
        statements required to be delivered pursuant to Clause 20.1 (Financial
        statements)
    be calculated, by reference to the Initial Financial Statements.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|22.5 | Subsidiary
    Indebtedness                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(a)  | The
        Company shall ensure that the portion of Financial Indebtedness which
        is borrowed
        or incurred by Subsidiaries that are not Guarantors under this Agreement
        shall not at any time exceed
    the aggregate of:                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | £250,000,000;
    and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | £150,000,000
        (provided such amount relates exclusively to Financial Indebtedness specified
        in paragraphs (f)(ii), (i) and (j) of the definition of Financial Indebtedness),
        and provided that Financial Indebtedness for the purpose of this Clause
    22.5 shall exclude:                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (C)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(b)  | Where a member of
        the Group acquires an asset or a company after the date of this Agreement
        in respect of which Financial Indebtedness is outstanding (other than
        Project Finance Indebtedness),
    where:                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | that Financial Indebtedness
      was not created in contemplation of the acquisition of that asset or company;
    and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | that Financial Indebtedness
    has not increased in contemplation of or since that acquisition,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|     | then that Financial
        Indebtedness shall be taken into account for the purposes of the exclusion specified
    in paragraph (a) above.                                                                                                                                                                                                                                                                                  
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|22.6 | Change
          of business                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | The Company shall
        procure that no substantial change is made to the general nature of the
        business of the Group taken as a whole from that anticipated to be carried
        on from the Separation
        Date but this shall not prevent any member of the Group engaging in any
    ancillary or related business.                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|22.7 | Insurance                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Each Obligor shall
        (and the Company shall ensure that each other member of the Group will)
        maintain insurances on and in relation to its business and assets with
        reputable underwriters or insurance
        companies against those risks, and to the extent, usually insured against
        by prudent companies located in the same or a similar location and carrying
    on a similar business.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|22.8 | Acquisitions                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | No
        Obligor shall (and the Company shall ensure that no other member of the
        Group will)
        complete (without the approval of the Majority Lenders) any acquisition
        which constitutes a Class 1 Transaction as defined in Chapter 10 of the
        UK Listing Rules where the consideration for that acquisition is funded
    all or substantially all by way of debt.                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|22.9 | Britvic                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | The Company and
    its Subsidiaries shall at all times act on arms-length terms with Britvic.                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|23.  | EVENTS OF
    DEFAULT                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Each of the events
    or circumstances set out in Clause 23 is an Event of Default.                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|23.1 | Non-payment                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | An
        Obligor does not pay on the due date any amount payable pursuant to a
        Finance Document at
      the place at and in the currency in which it is expressed to be payable
    unless:                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|23.2 | Financial
    covenants                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Any requirement
        of Clause 21 (Financial
        covenants)
    is not satisfied.                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|23.3 | Other obligations                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|(a)  | An Obligor does
        not comply with any provision of the Finance Documents (other than those
        referred to in Clause 23.1 (Non-payment)
        and Clause 23.2 (Financial
    covenants)).                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|(b)  | No Event of Default
        under paragraph (a) above will occur if the failure to comply is capable
        of remedy
        and is remedied within 20 days of the earlier of Agent giving notice
    to the Company or the Company becoming aware of the failure to comply.                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|23.4 | Misrepresentation                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|(a)  | Any representation
        or statement made or deemed to be made by an Obligor in the Finance Documents
        or any other document delivered by or on behalf of any Obligor under
    or in                                                                                                                                                                                                                               

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|     | connection with
        any Finance Document is or proves to have been incorrect or misleading
        in any material
    respect when made or deemed to be made.                                                                                                                                                                                                                                                                                                                                                    
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b)  | No Event of Default
        under paragraph (a) above will occur if the circumstances giving rise
        to a misrepresentation or misstatement is/are capable of remedy and is/are
        remedied within 20 days of the Agent giving notice to the Company requiring
        such remedy or (if earlier) the Company becoming aware of its failure
    to comply.                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|23.5 | Cross default                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(a)  | Any Financial Indebtedness
        of any member of the Group is not paid when due nor with in any applicable
    grace period.                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b)  | Any Financial Indebtedness
        of any member of the Group is declared to be or otherwise becomes due
        and payable prior to its specified maturity as a result of an event of
    default (however described).                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(c)  | Any creditor of
        any member of the Group becomes entitled to declare any Financial Indebtedness
        of any member of the Group due and payable prior to its specified maturity
    as a result of an event of default (however described).                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(d)  | No Event of Default
        will occur under this Clause 23.5 if the aggregate amount of Financial
        Indebtedness or commitment for Financial Indebtedness falling within
        paragraphs (a) to (b) above
        is less than £25,000,000 (or its equivalent in any other currency
        or currencies) and Financial Indebtedness for the purposes of this Clause
    23.5 shall exclude, in each case, Project Finance Indebtedness.                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|23.6 | Insolvency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(a)  | An Obligor or a
        Material Subsidiary is unable or admits inability to pay its debts as
        they fall due, suspends making payments on any of its debts or, by reason
        of actual or anticipated financial difficulties, commences negotiations
        with one or more of its creditors with a view to rescheduling any of
    its indebtedness.                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b)  | A moratorium is
        declared or takes effect in respect of all or a material part (or a particular
    type of) the indebtedness of any member of an Obligor or a Material Subsidiary.                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|23.7 | Insolvency
    proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(a)  | Any corporate action
        or legal proceeding is taken (subject to paragraph (d) below) for the
        winding-up or dissolution of an Obligor or Material Subsidiary, or the
        appointment of a liquidator, administrator, compulsory manager or other
        similar officer is appointed in respect of, an Obligor or Material Subsidiary
        other than for a solvent winding-up, dissolution or liquidation of an
    Obligor (other than the Company or the Guarantors) or a Material Subsidiary.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b)  | Any corporate action
        or legal proceeding is taken (subject to paragraph (d) below), or an
        agreement is entered into or proposed by an Obligor or Material Subsidiary,
        for the suspension of payments by, a moratorium of any indebtedness of,
        or a general composition or assignment for the benefit of the creditors
    of, an Obligor or Material Subsidiary.                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(c)  | A receiver, administrative
        receiver, compulsory manager or other similar officer is appointed in
        respect of an Obligor or Material Subsidiary or any of its assets, or
        any Security is enforced over an Obligor's or Material Subsidiary's assets,
    having an aggregate value of and in respect of                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|      | indebtedness
        aggregating not less than £25,000,000 (or its equivalent in any
        other currency or currencies).                                                                                                                                                                        
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                    
|(d)   | A person presents
        a petition for the winding up, liquidation, dissolution, administration
        or suspension
    of payments of an Obligor or Material Subsidiary except:                                                                                                               
|      |                                                                                                                                                                                                                                                                                                    
|      | (i)                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                    
|      | (ii)                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                    
|23.8  | Creditors'
    process                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                    
|      | Any expropriation,
        attachment, sequestration, distress or execution affects any asset or
        assets of an Obligor or Material Subsidiary having an aggregate value
        of and in respect of indebtedness aggregating
    at least £25,000,000 and is not discharged within 30 days.
|      |                                                                                                                                                                                                                                                                                                    
|23.9  | Ownership
    of the Obligors                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                    
|      | An Obligor (other
    than the Company) is not or ceases to be a Subsidiary of the Company.                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                    
|23.10 | Unlawfulness                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                    
|      | It is or becomes
        unlawful for an Obligor to perform any of its material obligations under
    the Finance Documents.                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                    
|23.11 | Repudiation                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                    
|      | An Obligor repudiates
    a Finance Document or evidences an intention to repudiate a Finance Document.                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                    
|23.12 | Cession
    of business                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                    
|      | An
        Obligor ceases to carry on its business except pursuant to a reconstruction,
        amalgamation,
        merger or consolidation on solvent terms or by way of a Disposal permitted
        pursuant to Clause
    22.4 (Disposals).                                                  
|      |                                                                                                                                                                                                                                                                                                    
|23.13 | Material
    adverse change                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                    
|(a)   | Any event or circumstance
        occurs which has a material adverse effect on the ability of the Company
        to perform and comply with its obligations under Clause 21 (Financial
    covenants).                                                                                           
|      |                                                                                                                                                                                                                                                                                                    
|(b)   | Any event or circumstance
        occurs which has or could reasonably be expected to have a material adverse
        effect on the ability of the Obligors (taken as a whole) to perform and
    comply with their payment obligations under any Finance Document.                                
|      |                                                                                                                                                                                                                                                                                                    
|23.14 | Acceleration                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                    
|      | On and at any time
      after the occurrence of an Event of Default which is continuing the Agent
      may, and shall if so directed by the Majority Lenders, by notice to the
    Company:                                                                                                      
|      |                                                                                                                                                                                                                                                                                                    
|      | (a)                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                    
|      | (b)                                                                                                                                                                                                                                                                                                

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| | (c) | declare that all
        or part
of the Loans be payable on demand, whereupon they shallimmediately
become payable on demand by the Agent on the instructions of the Majority Lenders.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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SECTION
      9

CHANGES
      TO PARTIES

|24.  | CHANGES
          TO THE LENDERS                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|24.1 | Assignments
          and transfers by the Lenders                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Subject
        to this Clause 24, a Lender (the "Existing
        Lender")
        may:                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | to
        another bank or financial institution which is a Qualifying Lender or,
        following the occurrence of an Event of Default which is continuing,
        to a trust, fund or other entity which is regularly engaged in or established
        for the purpose of making, purchasing or investing in loans, securities or
        other financial assets which, in each case, is a Qualifying Lender (the "New
        Lender").
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|24.2 | Conditions
          of assignment or transfer                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(a)  | The
        consent of the Company is required for an assignment or transfer by a
        Lender, unless the assignment or transfer relates to Facility B only
        or is to another Lender or an Affiliate of a Lender or following the
        occurrence of an Event of Default which is continuing.                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(b)  | The
        consent of the Company to an assignment or transfer must not be unreasonably
        withheld or delayed. The Company will be deemed to have given its consent
        ten days after the Lender has requested it unless consent is expressly
        refused by the Company within that time.                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(c)  | The
        consent of the Company to an assignment or transfer must not be withheld
        solely becausethe
        assignment or transfer may result in an increase to the Mandatory Costs.                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(d)  | A
        partial transfer by a Lender shall be in a minimum amount of $15,000,000
        whether in respect to one or more of the Facilities.                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(e)  | An
        assignment will only be effective on receipt by the Agent of written
        confirmation from the New Lender (in form and substance satisfactory
        to the Agent) that the New Lender will assume the same obligations to
        the other Finance Parties as it would have been under if it was an Original
        Lender.                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(f)  | A
        transfer will only be effective if the procedure set out in Clause 24.5
        (Procedure
        for transfer)
        is complied with.                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(g)  | If:                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | then
        the New Lender or Lender acting through its new Facility Office is only
        entitled to receive payment under those Clauses to the same extent as
        the Existing Lender or Lender acting through its previous Facility Office
        would have been if the assignment, transfer or change hadnot
        occurred.                                                                                                   

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|24.3 | Assignment
          or transfer fee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | The
        New Lender shall, on the date upon which an assignment or transfer takes
        effect, pay to the Agent (for its own account) a fee of £1,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|24.4 | Limitation
          of responsibility of Existing Lenders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(a)  | Unless
        expressly agreed to the contrary, an Existing Lender makes no representation
        or warranty and assumes no responsibility to a New Lender for:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | and
        any representations or warranties implied by law are excluded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b)  | Each
        New Lender confirms to the Existing Lender and the other Finance Parties
        that it:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c)  | Nothing
        in any Finance Document obliges an Existing Lender to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|24.5 | Procedure
          for transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(a)  | Subject
        to the conditions set out in Clause 24.2 (Conditions
        of assignment or transfer)
        a transfer is effected in accordance with paragraph (b) below when the
        Agent executes an otherwise duly completed Transfer Certificate delivered
        to it by the Existing Lender and the New Lender. The Agent shall, as
        soon as reasonably practicable after receipt by it of a duly completed
        Transfer Certificate appearing on its face to comply with the terms of
        this Agreement and delivered in accordance with the terms of this Agreement,
        execute that Transfer Certificate.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b)  | On
        the Transfer Date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                            | to the extent that
        in the Transfer Certificate the Existing Lender seeks to transfer by novation
        its rights and obligations under the Finance Documents each of the Obligors
        and the Existing Lender shall be released from further obligations towards
        one another under the Finance Documents and their respective rights against
        one another under the Finance Documents shall be cancelled (being the "Discharged
        Rights and Obligations");                                                 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                           | each of the Obligors
        and the New Lender shall assume obligations towards one another and/or
        acquire rights against one another which differ from the Discharged Rights
        and Obligations only insofar as that Obligor and the New Lender have
        assumed and/or acquired the same in place of that Obligor and the Existing
        Lender;                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                          | the Agent, the Arranger,
        the New Lender and other Lenders shall acquire the same rights and assume
        the same obligations between themselves as they would have acquired and
        assumed had the New Lender been an Original Lender with the rights and/or
        obligations acquired or assumed by it as a result of the transfer and
        to that extent the Agent, the Arranger and the Existing Lender shall
        each be released from further obligations to each other under the Finance
        Documents; and
|     |                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                           | the New Lender shall
        become a Party as a "Lender".                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|24.6 | Disclosure
          of information                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Any
        Lender may disclose, on a need to know basis, to any of its Affiliates
        and any other person:                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                            | to
        (or through) whom that Lender assigns or transfers (or may potentially
        assign or transfer) all or any of its rights and obligations under this
        Agreement for the purpose of that actual or potential assignment or transfer;                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                            | with
        (or through) whom that Lender enters into (or may potentially enter into)
        any sub-participation in relation to, or any other transaction under
        which payments are to be made by reference to, this Agreement or any
        Obligor for the purpose of that actual or potential sub-participation
        or transfer; or                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                            | to
        whom, and to the extent that, information is required to be disclosed
        by any applicable law or regulation,                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | any
        information about any Obligor, the Group and the Finance Documents as
        that Lender shall consider appropriate if, in relation to paragraphs
        (a) and (b) above, the person to whom the information is to be given
        has entered into a Confidentiality Undertaking. This Clause supersedes
        any previous agreement relating to the confidentiality of this information.
|     |                                                                                                                                                                                                                                                                                                                                                                                                               
|24.7 | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Each
        Finance Party undertakes with each Obligor:                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                            | to
        keep confidential and not to disclose to anyone any information (including
        any projections) relating to the Group, any member of the Group or any
        Finance Document, in
        whatever form, and including 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 except:                                                                                                

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|     |                                                                                                                                                                                                                                                                                                  | (i)                                                                                                                                                                                                                                                                                                                                                                   | for any lawfully
        obtained from any other source, or that is or becomes public knowledge,
        other than as a direct or indirect result of any breach of any obligation
        of confidentiality; or
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                  | (ii)                                                                                                                                                                                                                                                                                                                                                                  | as permitted by
        Clause 24.6 (Disclosure
        of information)
        or by a Confidentiality Undertaking envisaged by that Clause;                                                                    
|     |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                                                                                                                              | to
        use that information only for the purpose of, or as permitted by, the
        Finance Documents; and                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                      
|     | (c)                                                                                                                                                                                                                                                                                              | to
        use all reasonable endeavours to ensure that any person to whom that
        Finance Party passes
        any such information (unless disclosed under paragraph (c) of Clause
        24.6 (Disclosure
        of information)
        acknowledges and complies with the provisions of this Clause 24.7 as
        if that person were also bound by it.
|     |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                      
|25.  | CHANGES
          TO THE OBLIGORS                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                 
|25.1 | Assignments
          and transfer by Obligors                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                 
|     | No
        Obligor may assign any of its rights or transfer any of its rights or
        obligations under the Finance Documents.                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                 
|25.2 | Additional
          Borrowers                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                 
|(a)  | The
        Company may request that any of its Subsidiaries becomes an Additional
        Borrower. That Subsidiary shall become an Additional Borrower if:                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                 
|     | (i)                                                                                                                                                                                                                                                                                              | all
        Lenders (acting reasonably) approve the addition of that Subsidiary and
        which they shall do so if that Subsidiary is a wholly owned subsidiary
        incorporated in the United Kingdom;                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                      
|     | (ii)                                                                                                                                                                                                                                                                                             | the
        Company delivers to the Agent a duly completed and executed Accession
        Letter;                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                      
|     | (iii)                                                                                                                                                                                                                                                                                            | the
        Company confirms that no Default is continuing or would occur as a result
        of that Subsidiary becoming an Additional Borrower; and                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                      
|     | (iv)                                                                                                                                                                                                                                                                                             | the
        Agent has received all of the documents and other evidence listed in
        Part II of Schedule
        2 (Conditions
        Precedent)
        in relation to that Additional Borrower, each in form and substance reasonably
        satisfactory to the Agent.                                                                                      
|     |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                      
|(b)  | The
        Agent shall notify the Company and the Lenders promptly upon being satisfied
        that it has received (in form and substance reasonably satisfactory to
        it) all the documents and other evidence
        listed in Part II of Schedule 2 (Conditions
        Precedent).
|     |                                                                                                                                                                                                                                                                                                 
|25.3 | Resignation
          of a Borrower                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                 
|(a)  | The
        Company may request that a Borrower (other than the Company) ceases to
        be a Borrower by delivering to the Agent a Resignation Letter.                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                 
|(b)  | The
        Agent shall accept a Resignation Letter and notify the Company and the
        Lenders of its acceptance if:                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                 
|     | (i)                                                                                                                                                                                                                                                                                              | no
        Default is continuing or would result from the acceptance of the Resignation
        Letter (and the Company has confirmed this is the case); and                                                                                                                                                                                                         

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|     | (ii)                                                                                                                                                                                                                                                                                                   | the Borrower is
        under no actual or contingent obligations as a Borrower under any Finance
        Documents,                                                                                                                                                    
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                         
|     | whereupon
        that company shall cease to be a Borrower and shall have no further rights
        or obligations under the Finance Documents.                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                       
|25.4 | Additional
          Guarantors                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                       
|(a)  | The
        Company may request that any of its Subsidiaries become an Additional
        Guarantor. That Subsidiary shall become an Additional Guarantor if:                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                       
|     | (i)                                                                                                                                                                                                                                                                                                    | the Company delivers
        to the Agent a duly completed and executed Accession Letter; and                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                         
|     | (ii)                                                                                                                                                                                                                                                                                                   | the Agent has received
        all of the documents and other evidence listed in Part II of Schedule
        2 (Conditions
        Precedent)
        in relation to that Additional Guarantor, each in form and substance
        reasonably satisfactory to the Agent.
|     |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                         
|(b)  | The
        Agent shall notify the Company and the Lenders promptly upon being satisfied
        that it has received (in form and substance reasonably satisfactory to
        it) all the documents and other evidence listed in Part II of Schedule
        2 (Conditions
        Precedent).      
|     |                                                                                                                                                                                                                                                                                                       
|25.5 | Repetition
          of Representations                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                       
|     | Delivery
        of an Accession Letter constitutes confirmation by the relevant Subsidiary
        that the Repeating
        Representations are true and correct in relation to it as at the date
        of delivery as if made by reference to the facts and circumstances then
        existing.
|     |                                                                                                                                                                                                                                                                                                       
|25.6 | Resignation
          of a Guarantor                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                       
|(a)  | The
        Company may request that a Guarantor (other than the Company) ceases
        to be a Guarantor
        by delivering to the Agent a Resignation Letter.                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                       
|(b)  | The
        Agent shall accept a Resignation Letter and notify the Company and the
        Lenders of its acceptance
        if:                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                       
|     | (i)                                                                                                                                                                                                                                                                                                    | no
        Default is continuing or would result from the acceptance of the Resignation
        Letter (and the Company has confirmed this is the case); and                                                                                                            
|     |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                         
|     | (ii)                                                                                                                                                                                                                                                                                                   | all
        the Lenders have consented to the Company's request.                                                                                                                                                                                                        

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|SECTION
          10         
|-----------------------------
|                             
|THE
          FINANCE PARTIES
|                             
|26.                          
|                             
|26.1                         
|                             
|(a)                          
|                             
|(b)                          
|                             
|26.2                         
|                             
|(a)                          
|                             
|(b)                          
|                             
|(c)                          
|                             
|(d)                          
|                             
|(e)                          
|                             
|26.3                         
|                             
|                             
|                             
|26.4                         
|                             
|(a)                          
|                             
|(b)                          
|                             
|26.5                         
|                             
|                             
|                             
|26.6                         
|                             
|(a)                          
|                             
|                             

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|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | any
        statement made by a director, authorised signatory or employee of any
        person regarding
        any matters which may reasonably be assumed to be within his knowledge
        or within his power to verify.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                 
|(b)  | The
        Agent may assume (unless it has received notice to the contrary in its
        capacity as agent for the Lenders) that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                 
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | no
        Default has occurred (unless it has actual knowledge of a Default arising
        under Clause 23.1 (Non
        -payment));                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                 
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | any
        right, power, authority or discretion vested in any Party or the Majority
        Lenders has not been exercised; and                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                 
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | any
        notice or request made by the Company (other than a Utilisation Request
        or Selection
        Notice) is made on behalf of and with the consent and knowledge of all
        the Obligors.                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                 
|(c)  | The
        Agent may engage, pay for and rely on the advice or services of any lawyers,
        accountants, surveyors or other experts.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                 
|(d)  | The
        Agent may act in relation to the Finance Documents through its personnel
        and agents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(e)  | The
          Agent may disclose to any other Party any information it reasonably
          believes it has received as agent under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                 
|(f)  | Notwithstanding
        any other provision of any Finance Document to the contrary, neither
        the Agent nor the Arranger is obliged to do or omit to do anything if
        it would or might in its reasonable opinion
        constitute a breach of any law or regulation or a breach of a fiduciary
        duty or duty of confidentiality.                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                 
|26.7 | Majority
          Lenders' instructions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                 
|(a)  | Unless
        a contrary indication appears in a Finance Document, the Agent shall
        (i) exercise any right, power, authority or discretion vested in it as
        Agent in accordance with any instructions given
        to it by the Majority Lenders (or, if so instructed by the Majority Lenders,
        refrain from exercising any right, power, authority or discretion vested
        in it as Agent) and (ii) not be liable for any
        act (or omission) if it acts (or refrains from taking any action) in
        accordance with an instruction of the Majority Lenders.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b)  | Unless
        a contrary indication appears in a Finance Document, any instructions
        given by the Majority Lenders will be binding on all the Finance Parties.                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                 
|(c)  | The
        Agent may refrain from acting in accordance with the instructions of
        the Majority Lenders (or, if appropriate, the Lenders) until it has received
        such security as it may require for any cost, loss or liability ( together
        with any associated VAT) which it may incur in complying with the instructions.                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                 
|(d)  | In
        the absence of instructions from the Majority Lenders (or, if appropriate,
        the Lenders), the Agent may act (or refrain from taking action) as it
        considers to be in the best interest of the Lenders.                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                 
|(e)  | The
        Agent is not 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.                                                                                                                                                                                                                                                                                                                                                                                          

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                             
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|26.8  | Responsibility
          for documentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                             
|      | Neither
        the Agent nor the Arranger:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                             
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | is
        responsible for the adequacy, accuracy and/or completeness of any information
        (whether oral or written) supplied by the Agent, the Arranger, an Obligor
        or any other person given in or in connection with any Finance Document
        or the Information Memorandum;
        or
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                             
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | is
        responsible for the legality, validity, effectiveness, adequacy or enforceability
        of any Finance
        Document or any other agreement, arrangement or document entered into,
        made or executed in anticipation of or in connection w ith any Finance
        Document.         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                             
|26.9  | Exclusion
          of liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                             
|(a)   | Without
        limiting paragraph (b) below, the Agent will not be liable for any action
        taken by it under or in connection with any Finance Document, unless
        directly caused by its gross negligence or wilful
        misconduct.                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                             
|(b)   | No
        Party (other than the Agent) may take any proceedings against any officer,
        employee or agent of the Agent in respect of any claim it might have
        against the Agent or in respect of any act or omission of any kind by
        that officer, employee or agent i n relation to any Finance Document and
        any officer, employee or agent of the Agent may rely on this Clause.                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                             
|(c)   | The
        Agent will not be liable for any delay (or any related consequences)
        in crediting an account with an amount required under the Finance Documents
        to be paid by the Agent if the Agent has taken all necessary steps as
        soon as reasonably practicable to comply with the regulations or operating
        procedures of any recognised clearing or settlement system used by the
        Agent for that purpose.                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                             
|26.10 | Lenders'
          indemnity to the Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                             
|      | Each
        Lender shall (in proportion to its share of the Total Commitments or,
        if the Total Commitments
        are then zero, to its share of the Total Commitments immediately prior
        to their reduction to zero) indemnify the Agent, within three Business
        Days of demand, against any cost, loss or liability incurred by the Agent
        (otherwise than by reason of the Agent's gross negligence or wilful misconduct)
        in acting as Agent under the Finance Documents (unless the Agent has
        been reimbursed by an Obligor pursuant to a Finance Document).
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                             
|26.11 | Resignation
          of the Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(a)   | The
        Agent may resign and appoint one of its Affiliates acting through an
        office in the United Kingdom
        as successor by giving notice to the other Finance Parties and the Company.                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(b)   | Alternatively
        the Agent may resign by giving notice to the other Finance Parties and
        the Company,
        in which case the Majority Lenders (after consultation with the Company)
        may appoint a successor Agent.                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(c)   | If
        the Majority Lenders have not appointed a successor Agent in accordance
        with paragraph (b) above within 30 days after notice of resignation was
        given, the Agent (after consultation with the Company) may appoint a
        successor Agent (acting through an office in the United Kingdom).                                                                                                                                                                                                                                                                                      

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d)   | The
        retiring Agent shall, at its own cost, make available to the successor
        Agent such documentsand records and
        provide such assistance as the successor Agent may reasonably request
        for the purposes of performing its functions as Agent under the Finance
        Documents.                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(e)   | The
        Agent's resignation notice shall only take effect upon the appointment
        of a successor.                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(f)   | Upon
        the appointment of a successor, the retiring Agent shall be discharged
        from any further obligation in respect of the Finance Documents but shall
        remain entitled to the benefit of this Clause 26. Its successor and each
        of the other Parties shall have the same rights and obligations amongst
        themselves as they would have had if such successor had been an original Party.                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(g)   | After
          consultation with the Company, the Majority Lenders may, by notice
          to the Agent , require it to resign in accordance with paragraph (b)
          above. In this event, the Agent shall resign in accordance with paragraph
          (b) above.                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|26.12 | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(a)   | In
        acting as agent for the Finance Parties, the Agent shall be regarded
        as acting through its agency division which shall be treated as a separate
        entity from any other of its divisions or departments.                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b)   | If
        information is received by another division or department of the Agent,
        it may be treated as confidential
        to that division or department and the Agent shall not be deemed to have
        notice of it.                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|26.13 | Relationship
          with the Lenders                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(a)   | The
        Agent may treat each Lender as a Lender, entitled to payments under this
        Agreement and acting through its Facility Office unless it has received
        not less than five Business Days prior notice
        from that Lender to the contrary in accordance with the terms of this
        Agreement.                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(b)   | Each
        Lender shall supply the Agent with any information required by the Agent
        in order to calculate
        the Mandatory Cost in accordance with Schedule 4 (Mandatory
        Cost formulae).                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|26.14 | Credit
          appraisal by the Lenders                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | Without
        affecting the responsibility of any Obligor for information supplied
        by it or on its behalf in connection with any Finance Document, each
        Lender confirms to the Agent and the Arranger that it has been, and will
        continue to be, solely responsible for making its own independent appraisal
        and investigation of all risks arising under or in connection with any
        Finance Document including but not limited to:
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the
        financial condition, status and nature of each mem ber of the Group;                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the
        legality, validity, effectiveness, adequacy or enforceability of any
        Finance Document and
        any other agreement, arrangement or document entered into, made or executed
        in anticipation of, under or in connection with any Finance Document;                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | whether
        that Lender has recourse, and the nature and extent of that recourse,
        against any
        Party or any of its respective assets under or in connection with any
        Finance Document, the transactions contemplated by the Finance Documents
        or any other agreement,
        arrangement or document entered into, made or executed in anticipation
        of, under or in connection with any Finance Document; and

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the
        adequacy, accuracy and/or completeness of the Information Memorandum
        and any other
        information provided by the Agent, any Party or by any other person under
        or in connection with any Finance Document, the transactions contemplated
        by the Finance Documents or any other agreement, arrangement or document
        entered into, made or executed
        in anticipation of, under or in connection with any Finance Document.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|26.15 | 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
        agreement with the Company, such agreement not to be unreasonably withheld)
        appoint another Lender or an Affiliate of a Lender to replace that Reference
        Bank.                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|26.16 | Deduction
          from amounts payable by the Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | If
        any Party owes an amount to the Agent under the Finance Documents the
        Agent may, after giving
        notice to that Party, deduct an amount not exceeding that amount from
        any payment to that Party which the Agent would otherwise be obliged
        to make under the Finance Documents and apply the amount deducted in
        or towards satisfaction of the amount owed. For the purposes of the Fi
        nance Documents that Party shall be regarded as having received any amount
        sodeducted.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|27.   | CONDUCT
          OF BUSINESS BY THE FINANCE PARTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | No
        provision of this Agreement will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | interfere
        with the right of any Finance Party to arrange its affairs (tax or otherwise)
        in whatever manner it thinks fit;                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | oblige
        any Finance Party to investigate or claim any credit, relief, remission
        or repayment available to it or the extent, order and manner of any claim;
        or                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | oblige
        any Finance Party to disclose any information relating to its affairs
        (tax or otherwise) or any computations in respect of Tax.                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|28.   | SHARING
          AMONG THE FINANCE PARTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|28.1  | Payments
          to Finance Parties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | If
        a Finance Party (a "Recovering
        Finance Party")
        receives or recovers any amount from an Obligor other than in accordance
        with Clause 29 (Payment
        mechanics)
        and applies that amount to
        a payment due under the Finance Documents then:                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the
        Recovering Finance Party shall, within three Business Days, notify details
        of the receipt or recovery to the Agent;                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the
        Agent shall determine whether the receipt or recovery is in excess of
        the amount the Recovering Finance Party would have been paid had the
        receipt or recovery been received or made by the Agent and distributed
        in accordance with Clause 29 (Payment
        mechanics),
        without taking account of any Tax which would be imposed on the Agent
        in relation
        to the receipt, recovery or distribution; and         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the
        Recovering Finance Party shall, within three Business Days of demand
        by the Agent, pay
        to the Agent an amount (the "Sharing
        Payment")
        equal to such receipt or recovery                                                                                                                                                                                                                                                             

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|     |                                                                                                                                                                                                                                                                                                        | less any amount
        which the Agent determines may be retained by the Recovering Finance
        Party as its share of any payment to be made, in accordance with Clause
        29.5 (Partial
        payments).                                                                                                                                                                                                                                                                                                                                                                            
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|28.2 | Redistribution
          of payments                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                       
|     | The
        Agent shall treat the Sharing Payment as if it had been paid by the relevant
        Obligor and distribute it between the Finance Parties (other than the
        Recovering Finance Party) in accordance with Clause 29.5 (Partial
        payments).                                   
|     |                                                                                                                                                                                                                                                                                                       
|28.3 | Recovering
          Finance Party's rights                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                       
|(a)  | On a
        distributi on by the Agent under Clause 28.2 (Redistribution
        of payments),
        the Recovering Finance Party will be subrogated to the rights of the
        Finance Parties which have shared in the redistribution.                                                         
|     |                                                                                                                                                                                                                                                                                                       
|(b)  | If and
        to the extent that the Recovering Finance Party is not able to rely on
        its rights under paragraph (a) above, the relevant Obligor shall be liable
        to the Recovering Finance Party for a debt equal to the Sharing Payment
        which is immediately due and payable.
|     |                                                                                                                                                                                                                                                                                                       
|28.4 | Reversal
          of redistribution                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                       
|     | If any
        part of the Sharing Payment received or recovered by a Recovering Finance
        Party becomes repayable and is repaid by that Recovering Finance Party,
        then:                                                                                                                
|     |                                                                                                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                    | each Finance Party
        which has received a share of the relevant Sharing Payment pursuant to
        Clause 28.2 (Redistribution
        of payments)
        shall, upon request of the Agent, pay to the Agent for account of that
        Recovering Finance Party an amount equal to the appropriate part of its
        share of the Sharing Payment (together with an amount as is necessary
        to reimburse that Recovering Finance Party for its proportion of any
        interest on the Sharing Payment which that Recovering Finance Party is
        required to pay); and
|     |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                                                                                                                                    | that Recovering
        Finance Party's rights of subrogation in respect of any reimbursement
        shall be cancelled and the relevant Obligor will be liable to the reimbursing
        Finance Party for the amount so reimbursed.                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|28.5 | Exceptions                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                       
|(a)  | This
        Clause 28 shall not apply to the extent that the Recovering Finance Party
        would not, after making any payment pursuant to this Clause, have a valid
        and enforceable claim against the relevant Obligor.                                                                  
|     |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(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 or arbitration proceedings, if:                                                           
|     |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (i)                                                                                                                                                                                                                                                                                                    | it notified that
        other Finance Party of the legal or arbitration proceedings; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (ii)                                                                                                                                                                                                                                                                                                   | that other Finance
        Party had an opportunity to participate in those legal or arbitration
        proceedings but did not do so as soon as reasonably practicable having
        received notice and
        did not take separate legal or arbitration proceedings.                                                                                                                                                                                                                                                                                                                      

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SECTION
      11

ADMINISTRATION

|29.  | PAYMENT
          MECHANICS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|29.1 | Payments
          to the Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(a)  | On each date on
        which an Obligor or a Lender is required to make a payment under a Finance Document,
        that Obligor or Lender shall make the same available to the Agent (unless
        a contrary indication appears in a Finance Document) for value on the
        due date at the time and in such funds specified by the Agent as being
        customary at the time for settlement of transactions in the relevant
        currency in the place of payment.                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b)  | Payment shall be
        made to such account in the principal financial centre of the country
        of thatcurrency
        (or, in relation to euro, in the principal financial centre in a Participating
        Member State or London) with such bank as the Agent specifies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|29.2 | Distributions
          by the Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Each payment received
        by the Agent under the Finance Documents for another Party shall, subject
        to Clause 29.3 (Distributions
        to an Obligor)
        and Clause 29.4 (Clawback),
        be made available by the Agent as soon as practicable after receipt to
        the Party entitled to receive payment in accordance with this Agreement
        (in the case of a Lender, for the account of its Facility Office), to
        such account as that Party may notify to the Agent by not less than five
        Business Days' notice with a bank in the principal financial centre of
        the country of that currency (or, in relation to euro, in the principal
        financial centre of a Participating Member State or London).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|29.3 | Distributions
          to an Obligor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | The Agent may (with
        the consent of the Obligor or in accordance with Clause 30 (Set-off))
        apply any amount received by it for that Obligor in or towards payment
        (on the date and in the currency and funds of receipt) of any amount
        due from that Obligor under the Finance Documents or in or towards purchase
        of any amount of any currency to be so applied.                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|29.4 | Clawback                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(a)  | Where a sum is to
        be paid to the Agent under the Finance Documents for another Party, the
        Agent is not obliged to pay that sum to that other Party (or to enter
        into or perform any related exchange contract) until it has been able
        to establish to its satisfaction that it has actually received that sum.                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b)  | If the Agent pays
        an amount to another Party and it proves to be the case that the Agent
        had not actually received that amount, then the Party to whom that amount
        (or the proceeds of any related exchange contract) was paid by the Agent
        shall on demand refund the same to the Agent together with interest on
        that amount from the date of payment to the date of receipt by the Agent,
        calculated by the Agent to reflect its cost of funds.                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|29.5 | Partial
          payments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(a)  | If the Agent receives
        a payment that is insufficient to discharge all the amounts then due
        and payable by an Obligor under the Finance Documents, the Agent shall
        apply that payment towards the obligations of that Obligor under the
        Finance Documents in the following order:                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|     | (i)                                                                                                                                                                                                                                  | first,
        in or towards payment pro rata of any unpaid fees, costs and expenses
        of the Agent
        or the Arranger under the Finance Documents;                                   
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|     | (ii)                                                                                                                                                                                                                                 | secondly,
        in or towards payment pro rata of any accrued interest, fee or commission
        due but unpaid under this Agreement;                                                         
|     |                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|     | (iii)                                                                                                                                                                                                                                | thirdly,
        in or towards payment pro rata of any principal due but unpaid under
        this Agreement; and                                                                                
|     |                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|     | (iv)                                                                                                                                                                                                                                 | fourthly,
        in or towards payment pro rata of any other sum due but unpaid under
        the Finance Documents.                                                                            
|     |                                                                                                                                                                                                                                      |                                                                                                                                                                                                  
|(b)  | The
        Agent shall, if so directed by the Majority Lenders, vary the order set
        out in paragraphs (a)(ii) to (iv) above.                                                                                                
|     |                                                                                                                                                                                                                                     
|(c)  | Paragraphs
        (a) and (b) above will override any appropriation made by an Obligor.                                                                                                                                            
|     |                                                                                                                                                                                                                                     
|29.6 | No
          set-off by Obligors                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                     
|     | All
        payments to be made by an Obligor under the Finance Documents shall be
        calculated and be made without (and free and clear of any deduction for)
        set -off or counterclaim.                               
|     |                                                                                                                                                                                                                                     
|29.7 | Business
          Days                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                     
|(a)  | Any
        payment which is due to be made on a day that is not a Business Day shall
        be made on 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 or Unpaid
        Sum under this Agreement interest is payable on the principal or Unpaid
        Sum at the rate payable on the original due date.       
|     |                                                                                                                                                                                                                                     
|29.8 | Currency
          of account                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                     
|(a)  | Subject
        to paragraphs (b) to (e) below, the Base Currency is the currency of
        account and payment for any sum due from an Obligor under any Finance
        Document.                                                
|     |                                                                                                                                                                                                                                     
|(b)  | A repayment
        of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made
        in the currency in which that Loan or Unpaid Sum is denominated on its
        due date.                                        
|     |                                                                                                                                                                                                                                     
|(c)  | Each
        payment of interest shall be made in the currency in which the sum in
        respect of which the interest is payable was denominated when that interest
        accrued.                                             
|     |                                                                                                                                                                                                                                     
|(d)  | Each
        payment in respect of costs, expenses or Taxes shall be made in the currency
        in which the costs, expenses or Taxes are incurred.                                                                               
|     |                                                                                                                                                                                                                                     
|(e)  | Any
        amount expressed to be payable in a currency other than the Base Currency
        shall be paid in that other currency.                                                                                                 
|     |                                                                                                                                                                                                                                     
|29.9 | Change
          of currency                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                     
|(a)  | 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,

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the currency or
        currency unit of that country designated by the Agent (acting reasonably and
        after consultation with the Company); 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
        that currency or currency unit into the other, rounded up or down by
        the Agent (acting reasonably and after consultation with the Company).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                         
|(b)  | If a
        change in any currency of a country occurs, this Agreement will, to the
        extent the Agent (acting reasonably and after consultation with the Company)
        specifies to be necessary, be amended to comply with any generally accepted
        conventions and market practice in the Relevant Interbank Market and
        otherwise to reflect the change in currency.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                         
|30.  | SET-OFF                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Without
        prejudice to the normal rights of the Finance Parties at law, after the
        occurrence of an Event of Default which is continuing, a Finance Party
        may set off any matured obligation due from an Obligor under the Finance
        Documents (to the extent beneficially owned by that Finance Party) against
        any matured obligation owed by that Finance Party to that Obligor, regardless
        of the place of payment, booking branch or currency of either obligation.
        If the obligations are in different currencies, the Finance Party may
        convert either obligation at a m arket rate of exchange in its usual
        course of business for the purpose of the set-off. That Finance Party
        shall promptly notify that Obligor of any such set -off or conversion.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|31.  | NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|31.1 | Communications
          in writing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Any
        communication to be made under or in connection with the Finance Documents
        shall be made in writing and, unless otherwise stated, may be made by
        fax or letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|31.2 | Addresses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | The
        address and fax number (and the department or officer, if any, for whose
        attention the communication is to be made) of each Party for any communication
        or document to be made or delivered under or in connection with the Finance
        Documents is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | in the case of the
        Company, that identified with its name below;                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | in the case of each
        Lender or any other Obligor, that notified in writing to the Agent on
        or prior to the date on which it becomes a Party; and                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                         
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | in the case of the
        Agent, that identified with its name below,                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                         
|     | or any
        substitute address, fax number or department or officer as the Party
        may notify to the Agent (or the Agent may notify to the other Parties,
        if a change is made by the Agent) by not less than five Business Days'
        notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|31.3 | Delivery                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(a)  | Any
        communication or document made or delivered by one person to another
        under or in connection with the Finance Documents will only be effective:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | if by way of fax,
        when received in legible form; or                                                                                                                                                                                                                                                                             

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|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                 | if by way of letter,
        when it has been left at the relevant address or five Business Days after
        being deposited in the post postage prepaid in an envelope addressed
        to it at that address,
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                   
|     | and,
        if a par ticular department or officer is specified as part of its address
        details provided under Clause 31.2 (Addresses),
        if addressed to that department or officer.                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b)  | Any
        communication or document to be made or delivered to the Agent will be
        effective only when actually received by the Agent and then only if it
        is expressly marked for the attention of the department or officer identified
        with the Agent's signature below (or any substitute department or officer
        as the Agent shall specify for this purpose).                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(c)  | All
        notices from or to an Obligor shall be sent through the Agent.                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(d)  | Any
        communication or document made or delivered to the Company in accordance
        with this Clause will be deemed to have been made or delivered to each
        of the Obligors.                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.4 | Notification
          of address and fax number                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Promptly
        upon receipt of notification of an address and fax number or change of
        address or fax number pursuant to Clause 31.2 (Addresses)
        or changing its own address or fax number, the Agent
        shall notify the other Parties.                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.5 | Electronic
          communication                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(a)  | Any
        communication to be made between the Agent and a Lender or an Obligor
        and the Agent under or in connection with the Finance Documents may be
        made by electronic mail or other electronic means, if the Agent and the
        relevant Lender or, as appropriate, the relevant Obligor and the Agent:                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                  | agree that, unless
        and until notified to the contrary, this is to be an accepted form of
        communication;                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                   
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                 | notify each other
        in writing of their electronic mail address and/or any other information
        required to enable the sending and receipt of information by that means;
        and                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                   
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                | notify each other
        of any change to their address or any other such information supplied
        by them.                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                   
|(b)  | Any
        electronic communication made between the Agent and a Lender or an Obligor
        and the Agent will be effective only when actually received in readable
        form and in the case of any electronic communication made by a Lender
        to the Agent or an Obligor to the Agent only if it is addressed in such
        a manner as the Agent shall specify for this purpose.                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(c)  | The
        ability of an Obligor to use electronic communications is without prejudice
        to its obligation to submit any Utilisation Request, Selection Notice,
        Accession Letter, Resignation Letter, Term Out Notice or Compliance Certificate
        in the form required under this Agreement or any other document
        or notice which requires the signature of any director or authorised
        signatory of an Obligor.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.6 | English
          language                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(a)  | Any
        notice given under or in connection with any Finance Document must be
        in English.                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b)  | All
        other documents provided under or in connection with any Finance Document
        must be:                                                                                                                                                                                                                                                                                                                                              

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|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | in English; or                                                                                                                                                                                                                                               
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | if not in English,
        and if so required by the Agent, accompanied by a certified English translation
        and, in this case, the English translation will prevail unless the document
    is a constitutional, statutory or other official document.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              
|32.  | CALCULATIONS
    AND CERTIFICATES                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              
|32.1 | Accounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              
|     | In
        any litigation or arbitration proceedings arising out of or in connection
        with a Finance
        Document, the entries made in the accounts maintained by a Finance Party
    are prima facie evidence of the matters to which they relate.                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              
|32.2 | Certificates
    and Determinations                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              
|     | Any certification
        or determination by a Finance Party of a rate or amount under any Finance
        Document shall set out the basis of calculation in reasonable detail
    and is prima facie evidence of the matters to which it relates.                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              
|32.3 | Day count
    convention                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              
|     | Any interest, commission
        or fee accruing under a Finance Document will accrue from day to day and
        is calculated on the basis of the actual number of days elapsed and a
        year of 365 days in the case of sterling or 360 days in the case of euros
        and US Dollars or, in any case where the practice
        in the Relevant Interbank Market differs, in accordance with that market
    practice.                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              
|33.  | PARTIAL
    INVALIDITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              
|     | If,
        at any time, any provision of the Finance Documents is or becomes illegal,
        invalid or unenforceable in any respect under any law of any jurisdiction,
        neither the legality, validity or enforceability
        of the remaining provisions nor the legality, validity or enforceability
        of such provision under the law of any other jurisdiction will in any
    way be affected or impaired.                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              
|34.  | REMEDIES
    AND WAIVERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              
|     | No
        failure to exercise, nor any delay in exercising, on the part of any
        Finance Party, any right or remedy
        under the Finance Documents shall operate as a waiver, nor shall any
        single or partial exercise of any right or remedy prevent any further
        or other exercise or the exercise of any other right
        or remedy. The rights and remedies provided in this Agreement are cumulative
    and not exclusive of any rights or remedies provided by law.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              
|35.  | AMENDMENTS
    AND WAIVERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              
|35.1 | Required
    consents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              
|(a)  | Subject
        to Clause 35.2 (Exceptions)
        any term of the Finance Documents may be amended or waived only with
        the consent of the Majority Lenders and the Obligors and any such amendment
    or waiver will be binding on all Parties.                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              
|(b)  | The
        Agent may effect, on behalf of any Finance Party, any amendment or waiver
    permitted by this Clause.                                                                                                                                                                                                                                                                                                                                                                                     

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|35.2 | Exceptions                                                                                                                                                                                                   
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                              
|(a)  | An amendment or
    waiver that has the effect of changing or which relates to:                                                                                                                              
|     |                                                                                                                                                                                                              
|     | (i)                                                                                                                                                                                                          
|     |                                                                                                                                                                                                              
|     | (ii)                                                                                                                                                                                                         
|     |                                                                                                                                                                                                              
|     | (iii)                                                                                                                                                                                                        
|     |                                                                                                                                                                                                              
|     | (iv)                                                                                                                                                                                                         
|     |                                                                                                                                                                                                              
|     | (v)                                                                                                                                                                                                          
|     |                                                                                                                                                                                                              
|     | (vi)                                                                                                                                                                                                         
|     |                                                                                                                                                                                                              
|     | (vii)                                                                                                                                                                                                        
|     |                                                                                                                                                                                                              
|     | shall not be made
    without the prior consent of all the Lenders.                                                                                                                                          
|     |                                                                                                                                                                                                              
|(b)  | An amendment or
        waiver which relates to the rights or obligations of the Agent or the
        Arranger may not be effected without the consent of the Agent or the
    Arranger.                     
|     |                                                                                                                                                                                                              
|36.  | COUNTERPARTS                                                                                                                                                                                                 
|     |                                                                                                                                                                                                              
|     | Each Finance Document
        may be executed in any number of counterparts, and this has the same
        effect as if the signatures on the counterparts were on a single copy
    of the Finance Document.

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SECTION 12

GOVERNING LAW AND ENFORCEMENT

|37.                                                                                             | GOVERNING
    LAW                                                                                                                                                                                                                                                                                                                                           
|----------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                | This Agreement is
    governed by English law.                                                                                                                                                                                                                                                                                                              
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                             
|38.                                                                                             | ENFORCEMENT                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                             
|38.1                                                                                            | Jurisdiction                                                                                                                                                                                                                                                                                                                                                
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                             
|(a)                                                                                             | The courts of England
        have exclusive jurisdiction to settle any dispute arising out of or in connection
        with this Agreement (including a dispute regarding the existence, validity
    or termination of this Agreement) (a "Dispute").                                                                                                     
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                             
|(b)                                                                                             | The Parties agree
        that the courts of England are the most appropriate and convenient courts
    to settle Disputes and accordingly no Party will argue to the contrary.                                                                                                                                                                             
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                             
|(c)                                                                                             | This Clause 38.1
        is for the benefit of the Finance Parties only. As a result, no Finance
        Party shall be prevented from taking proceedings relating to a dispute
        in any other courts with jurisdiction. To
        the extent allowed by law, the Finance Parties may take concurrent proceedings
    in any number of jurisdictions.
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                             
|38.2                                                                                            | Service
    of process                                                                                                                                                                                                                                                                                                                                      
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                | Without prejudice
        to any other mode of service allowed under any relevant law, each Obligor (other
    than an Obligor incorporated in England and Wales):                                                                                                                                                                                          
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                | (a)                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                | (b)                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                             
|This Agreement
    has been entered into on the date stated at the beginning of this Agreement.
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                             

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SCHEDULE 1

THEORIGINALLENDERS

|Name of Original                      | Facility ACommitment |  | Facility BCommitment |  | Facility CCommitment
|------------------------------------- | -------------------- |  | -------------------- |  | --------------------
|Lender                               
|                                      |                      |  |                      |  |                     
|Barclays Bank PLC                     | $200,000,000         |  | $180,000,000         |  | $150,000,000        
|                                      |                      |  |                      |  |                     
|Citibank, N.A.                        | $200,000,000         |  | $180,000,000         |  | $150,000,000        
|                                      |                      |  |                      |  |                     
|HSBC Bank plc                         | $200,000,000         |  | $180,000,000         |  | $150,000,000        
|                                      |                      |  |                      |  |                     
|JPMorgan Chase Bank                   | $200,000,000         |  | $180,000,000         |  | $150,000,000        
|                                      |                      |  |                      |  |                     
|The Royal Bank of Scotland
       plc | $200,000,000         |  | $180,000,000         |  | $150,000,000        
|                                      |                      |  |                      |  |                     
|                                      | $1,000,000,000       |  | $900,000,000         |  | $750,000,000        

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SCHEDULE 2

CONDITIONSPRECEDENT

PART I A

CONDITIONSPRECEDENT
TO INITIALUTILISATION

|1.  | The Company                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                         
|(a) | A copy of the constitutional
    documents of the Company.                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                         
|(b) | A copy of a resolution
        of the board of directors and/or a committee of the board of directors
        of the Company
    (together with a copy of the resolutions appointing such committee):                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                         
|    | (i)                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                         
|    | (ii)                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                         
|    | (iii)                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                         
|(c) | A
        specimen of the signature of each person authorised by the resolution
        referred to in
    paragraph (b) above.                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                         
|(d) | A certificate of
        the Company (signed by a duly authorised officer) confirming that borrowing
        or guaranteeing, as appropriate, the Total Commitments would not cause
        any borrowing, guaranteeing
    or similar limit binding on the Company to be exceeded.                                                     
|    |                                                                                                                                                                                                                                                                                                                                         
|(e) | A certificate of
        the Company (signed by an authorised signatory) certifying that each
        copy document relating to it specified in this Part IA of Schedule 2
        is correct, complete and in full force and effect as at a date no earlier
    than the date of this Agreement.                                       
|    |                                                                                                                                                                                                                                                                                                                                         
|(f) | The Original Financial
    Statements.                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                         
|(g) | A cancellation notice
        (which shall be irrevocable) in respect of the Bridge Facility to be
        effective on the Separation Date and such that the Bridge Facility will
        be cancelled and prepaid in full on the
    Separation Date.                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                         
|(h) | A chain of irrevocable
        payment instructions evidencing the instructions to the Agent to ensure
        the relevant
        amount of proceeds of the drawings under each of this Agreement and TopCo
        Facility Agreement which are required to be made to prepay the Bridge
    Facility in full on the Separation Date.
|    |                                                                                                                                                                                                                                                                                                                                         
|(i) | Evidence of the Company's
    long-term credit rating (as defined in the definition of Margin).                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                         
|2.  | Legal opinions                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                         
|    | A
        legal opinion of Clifford Chance, Limited Liability Partnership legal
        advisers to the
        Arranger and      the Agent in England,
      substantially in the form distributed to the Original Lenders prior to
    signing this Agreement.                                                                        

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PARTIB

CONDITIONSPRECEDENT
  TO INITIALUTILISATION

|Other
      documents and evidence
|----------------------------------
|                                  
|1.                                
|                                  
|2.                                
|                                  
|3.                                

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PART
  II

CONDITIONS
  PRECEDENT REQUIRED TO BE

DELIVERED
  BY ANADDITIONALOBLIGOR

|1.  | An
         Accession Letter, duly executed by the Additional Obligor and the Company.                                                                                                                                                                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                      
|2.  | A
      copy of the constitutional documents of the Additional Obligor.                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                      
|3.  | A
      copy of a resolution of (or of a committee of) the board of directors of
      the Additional Obligor:                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                      
|    | (c)                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                      
|4.  | A
      specimen of the signature of each person authorised by the resolution referred
      to in paragraph 3 above.                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                      
|5.  | A
      copy of any necessary resolutions signed by all the holders of the issued
      shares of the Additional Guarantor which are members of the Group, approving
      the terms of, and the transactions
      contemplated by, the Finance Documents to which the Additional Guarantor
      is a party.       
|    |                                                                                                                                                                                                                                                                                                                      
|6.  | A
         certificate of the Additional Obligor (signed by an authorised signatory)

      confirming that borrowing or guaranteeing, as appropriate, the Total Commitments
         would not cause any borrowing, guaranteeing or similar limit binding
        on
      it to be exceeded.                       
|    |                                                                                                                                                                                                                                                                                                                      
|7.  | A
      certificate of the Additional Obligor (signed by an authorised signatory)
      certifying that each copy document listed in this Part II of Schedule 2
      is correct, complete and in full force and effect as at a date no earlier
      than the date of the Accession Letter.                         
|    |                                                                                                                                                                                                                                                                                                                      
|8.  | If
         available, the latest audited financial statements of the Additional
        Obligor.                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                      
|9.  | A
      legal opinion of Clifford Chance, Limited Liability Partnership legal advisers
      to the Arranger and the Agent in England.                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                      
|10. | If
      the Additional Obligor is incorporated in a jurisdiction other than England
      and Wales, a legal opinion of the legal advisers to the Arranger and the
      Agent in the jurisdiction in which the Additional
      Obligor is incorporated.                                                           
|    |                                                                                                                                                                                                                                                                                                                      
|11. | If
      the proposed Additional Obligor is incorporated in a jurisdiction other
      than England and Wales, evidence that the process agent specified in Clause
      38.2 (Service
      of process),
      if not an Obligor, has accepted its appointment in relation to the proposed
      Additional Obligor.

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SCHEDULE
  3

REQUESTS

PART
  I

UTILISATIONREQUEST

|From: | [Borrower]
|----- | ----------
|      |           
|To:   | [Agent]   

Dated:

Dear Sirs

InterContinental
  Hotels Group PLC - $2,650,000,000 Facility Agreement dated 13 February
  2003 (the "Agreement")

|   |                                                                                                                                                                                                                                        |  |                                                                                 | 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------- | 
|1. | We refer
      to the Agreement. This is aUtilisationRequest.
      TermsdefinedintheAgreementhave the same
      meaning in this Utilisation Request unless given a different meaning in
      this Utilisation Request.             
|   |                                                                                                                                                                                                                                        |  |                                                                                 | 
|2. | We wish to borrow
      a Loan on the following terms:                                                                                                                                                                                 |  |                                                                                 | 
|   |                                                                                                                                                                                                                                        |  |                                                                                 | 
|   | Proposed Utilisation
      Date:                                                                                                                                                                                                       |  | [_________](or, if that isnot
       aBusinessDay, thenext
       Business Day) | 
|   |                                                                                                                                                                                                                                        |  |                                                                                 | 
|   | Facility to be utilised:                                                                                                                                                                                                               |  | [Facility A]/[Facility
      B]/[Facility C]1                                   | 
|   |                                                                                                                                                                                                                                        |  |                                                                                 | 
|   | Currency of Loan:                                                                                                                                                                                                                      |  | [_________]                                                                     | 
|   |                                                                                                                                                                                                                                        |  |                                                                                 | 
|   | Amount:                                                                                                                                                                                                                                |  | [_________]or, if less, the Available Facility                                  | 
|   |                                                                                                                                                                                                                                        |  |                                                                                 | 
|   | Interest Period:                                                                                                                                                                                                                       |  | [_________]                                                                     | 
|   |                                                                                                                                                                                                                                        |  |                                                                                 | 
|3. | We confirm
      that each condition specified in Clause 4.2 (Further
      conditions precedent)
      is satisfied on the date of this Utilisation Request.                                                                         
|   |                                                                                                                                                                                                                                        |  |                                                                                 | 
|4. | The proceeds
      of this Loan should be credited to [account].                                                                                                                                                                      
|   |                                                                                                                                                                                                                                        |  |                                                                                 | 
|5. | [This
      Utilisation Request is irrevocable.]2                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                        |  |                                                                                 | 
|6. | [We acknowledge
      that the receipt of funds pursuant to this Utilisation Request is conditional
      upon you having received the certificate listed in paragraph 2 of Part IB
      of Schedule 2 (Conditions
      Precedent).]



Yours
  faithfully



---

authorised
  signatory for [name
  of relevant Borrower]

| 
|-
|1
| 
|2

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PART
  II

SELECTIONNOTICE

APPLICABLE
  TO ATERMLOAN
  OR AFACILITYBLOAN

|From: | [Borrower]
|----- | ----------
|      |           
|To:   | [Agent]   

Dated:

Dear Sirs

InterContinental
  Hotels Group PLC - $2,650,000,000
  Facility Agreement dated 13 February 2003 (the "Agreement")

|1. | We refer to the
      Agreement. This is a Selection Notice. Terms defined in the Agreement have
      the same meaning in this Selection Notice unless given a different meaning
      in this Selection Notice.                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | We refer to the
      following Term Loan[s]/Facility B Loan[s] in [identify currency] with an
      Interest Period ending on [_________] .3                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | [We request that
      the above Term Loan[s]/Facility B Loan[s] be divided into [_________] 
      Term Loan/Facility B Loans with the following Base Currency Amounts and
      Interest Periods:]4                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | [We request that
      the next Interest Period for the above Term Loan[s]/Facility B Loan[s] is [_________] ].5                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | We request that
      the above Term Loan[s]/Facility B Loan[s] [is]/[are] [denominated in the
      same currency
      for the next Interest Period]/[denominated in the following currencies:
      [_________] . As this results in a change of currency we confirm that
      each condition specified in Clause 4.2 (Further
      conditions precedent)
      is satisfied on the date of this Selection Notice. The proceeds of any change
      in currency should be credited to [account]].
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | This Selection Notice
      is irrevocable.                                                                                                                                                                                                                                                                                                                                                                                                                                                           



Yours
  faithfully



---

authorised
  signatory for
  [the Company on behalf of] [name
  of relevant Borrower]

| 
|-
|3
| 
|4
| 
|5

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SCHEDULE
  4

MANDATORYCOST
  FORMULAE

|1. | The
      Mandatory Cost is an addition to the interest rate to compensate Lenders
      for the cost of compliance with (a) the requirements of the Bank of England
      and/or the Financial Services Authority (or, in either case, any other authority
      which replaces all or any of its functions) or (b) the
      requirements of the European Central Bank.                                                                                                                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | On
         the first day of each Interest Period (or as soon as possible ther eafter)

      the Agent shall calculate, as a percentage rate, a rate (the "Additional
       Cost Rate")
        for each Lender, in accordance with the paragraphs set out below. The
       Mandatory
      Cost will be calculated by the Agent
       as a weighted average of the Lenders' Additional Cost Rates (weighted
      in
      proportion to the percentage participation of each Lender in the relevant
       Loan) and will be expressed as a percentage
        rate per annum.     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | The
      Additional Cost Rate for any Lender lending from a Facility Office in a
      Participating Member State
      will be the percentage notified by that Lender to the Agent. This percentage
      will be certified by that Lender in its notice to the Agent to be its reasonable
      determination of the cost (expressed as a percentage of that Lender's participation
      in all Loans made from that Facility Office) of complying with the minimum
      reserve requirements of the European Central Bank in respect of loans made
      from that Facility Office.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4. | The
      Additional Cost Rate for any Lender lending from a Facility Office in the
      United Kingdom will be calculated by the Agent as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| |     |                                                                  | AB+C(B-D)+E ́0.01 |                      | 
| | --- | ---------------------------------------------------------------- | ---------------- | -------------------- | 
| |     |                                                                  |                  | per cent. per annum  | 
| |     |                                                                  | 100-(A+C)        |                      | 
| |     |                                                                 
| | (b) | in relation
      to a Loan in any currency other than sterling:
| |     |                                                                 
| |     |                                                                  | E ́0.01           |                      | 
| |     |                                                                  |                  | per cent. per annum. | 
| |     |                                                                  | 300              |                      | 

| | Where:
| | ------
| |       
| | A     
| |       
| | B     
| |       
| | C     
| |       
| | D     

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|   | E                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | is
         designed to compensate Lenders for amounts payable under the Fees Rules

      and is calculated
      by  the Agent as being the average of the most recent rates of charge supplied

      by the Reference Banks to the Agent pursuant to paragraph 7 below and expressed
       in pounds per £1,000,000.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | For
      the purposes of this Schedule:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                          
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | "Eligible
      Liabilities"
      and "Special
      Deposits"
      have the meanings given to them from time to time under or pursuant to the
      Bank of England Act 1998 or (as may be appropriate) by the Bank of England;                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                          
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | "Fees
      Rules" means
      the rules on periodic fees contained in the FSA Supervision Manual or such
      other law or regulation as may be in force from time to time in respect
      of the payment of fees for the acceptance of deposits;                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                          
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | "Fee
      Tariffs"
      means the fee tariffs specified in the Fees Rules under the activity group
      A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required
      pursuant to the Fees Rules but taking into account any applicable discount
      rate); and                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                          
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | "Tariff
      Base" has
      the meaning given to it in, and will be calculated in accordance with, the
      Fees Rules.                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6. | In
      application of the above formulae, A, B, C and D will be included in the
      formulae as percentages (i.e. 5 per cent. will be included in the formula
      as 5 and not as 0.05). A negative result obtained by subtracting D from
      B shall be taken as zero. The resulting figures shall be rounded
      to four decimal places.                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7. | If
         requested by the Agent, each Reference Bank shall, as soon as practicable

      after publication by the
       Financial Services Authority, supply to the Agent, the rate of charge
      payable
      by that Reference Bank to the Financial Services Authority pursuant to
      the  Fees Rules in respect of the relevant
       financial year of the Financial Services Authority (calculated for this

      purpose by that Reference Bank as being the average of the Fee Tariffs
      applicable  to that Reference Bank for that financial year) and expressed
      in pounds
      per £1,000,000 of the Tariff Base of that Reference Bank.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8. | Each
         Lender shall supply any information required by the Agent for the purpose

      of calculating its Additional Cost Rate. In particular, but without limitation,
         each Lender shall supply the following information on or prior to the
        date
      on which it becomes a Lender:                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                          
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | the
      jurisdiction of its Facility Office; and                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                          
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any
      other information that the Agent may reasonably require for such purpose.                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Each
      Lender shall promptly notify the Agent of any change to the information
      provided by it pursuant to this paragraph.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                          
|9. | The
      percentages of each Lender for the purpose of A and C above and the rates
      of charge of each Reference Bank for the purpose of E above shall be determined
      by the Agent based upon the
      information supplied to it pursuant to paragraphs 7 and 8 above and on the
      assumption that, unless a Lender notifi es 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.                                        

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|10. | The
      Agent shall have no liability to any person if such determination results
      in an Additional Cost Rate
      which over or under compensates any Lender and shall be entitled to assume
      that the information provided by any Lender or Reference Bank pursuant
      to paragraphs 3, 7 and 8 above is true and correct in all respects.                                                                                                                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11. | The
      Agent shall distribute the additional amounts received as a result of the
      Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for
      each Lender based on the information provided
      by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8
      above.                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12. | Any
         determination by the Agent pursuant to this Schedule in relation to
        a formula,
      the Mandatory Cost,
       an Additional Cost Rate or any amount payable to a Lender shall, in the

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

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SCHEDULE
  5 FORM
  OFTRANSFERCERTIFICATE

|To:    | [ ___________________]
      as Agent                                                                        
|------ | -------------------------------------------------------------------------------------------------------------
|       |                                                                                                              
|From:  | [The
      Existing Lender] (the "Existing
      Lender")
      and [The New Lender] (the "New
      Lender")
|       |                                                                                                              
|Dated: |                                                                                                              

InterContinental
  Hotels Group PLC - $2,650,000,000 Facility Agreement 
  dated 13 February 2003 (the "Agreement")

|1.    | We
      refer to the Agreement. This is a Transfer Certificate. Terms defined in
      the Agreement have the same meaning in this Transfer Certificate unless
      given a different meaning in this Transfer Certificate.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                              
|2.    | We
      refer to Clause 24.5 (Procedure
      for transfer):                                                                                                                                                                
|      |                                                                                                                                                                                                                              
|      | (a)                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                              
|      | (b)                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                              
|      | (c)                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                              
|3.    | The
      New Lender expressly acknowledges the limitations on the Existing Lender's
      obligations set out in paragraph (c) of Clause 24.4 (Limitation
      of responsibility of Existing Lenders).                     
|      |                                                                                                                                                                                                                              
|4.    | The
      New Lender represents that it is a Qualifying Lender.                                                                                                                                                              
|      |                                                                                                                                                                                                                              
|[5.]  | [The
      New Lender confirms that the person beneficially entitled to interest payable
      to that Lender in respect of an advance under a Finance Document is either:                                                   
|      |                                                                                                                                                                                                                              
|      | (a)                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                              
|      | (b)                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                              
|[5/6] | This
      Transfer Certificate may be executed in any number of counterparts and this
      has the same effect as if the signatures on the counterparts were on a single
      copy of this Transfer Certificate.          
|      |                                                                                                                                                                                                                              
|[6/7] | This
      Transfer Certificate is governed by English law.                                                                                                                                                                  
|      |                                                                                                                                                                                                                              
|     
|6     | Include
      if New Lender comes within paragraph (ii) of the definition of Qualifying
      Lender in Clause 13.1 (Definitions)                                                                                            

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THE SCHEDULE

Commitment/rights
  and obligations to be transferred

[insert
  relevant details]

[Facility Office, administrative office (if different) address, fax number and attention details for notices and account details for payments.]

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

This Transfer Certificate
  is accepted by the Agent and the Transfer Date is confirmed as

[_________].

[Agent]

By:

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SCHEDULE 6

FORM OFACCESSIONLETTER

|      |                                                         
|----- | --------------------------------------------------------
|To:   | [______________]
      as Agent                         
|      |                                                         
|From: | [Subsidiary]
      and InterContinental Hotels Group PLC
|      |                                                         

Dated:

Dear Sirs

InterContinental
  Hotels Group PLC - $2,650,000,000 Facility Agreement dated 13 February
  2003 (the "Agreement")

|1. | We
      refer to the Agreement. This is an Accession Letter. Terms defined in the
      Agreement have the
      same meaning in this Accession Letter unless given a different meaning in
      this Accession Letter.                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | [Subsidiary]
         agrees to become an Additional [Borrower]/[Guarantor] and to be bound
        by
      the terms of the Agreement as an Additional [Borrower]/[Guarantor] pursuant
         to [Clause 25.2 (Additional
          Borrowers)]/[Clause
           25.4 (Additional
            Guarantors)]
             of the Agreement. [Subsidiary]
              is a company duly incorporated under the laws of [name
               of relevant jurisdiction].
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | [Subsidiary's]
      administrative details are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Address:                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Fax
      No:                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Attention:                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | This
      Accession Letter is governed by English law.                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | [This
      Guarantor Accession Letter is entered into by deed.]                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | InterContinental
      Hotels Group PLC                                                                                                                                                                                                                                                                                                                                                                                                                                    

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SCHEDULE 7

FORMOFRESIGNATIONLETTER

|To:    |  | [_________] as Agent                                                 
|------ |  | ---------------------------------------------------------------------
|       |  |                                                                      
|From:  |  | [resigning
      Obligor]
      and InterContinental Hotels Group PLC
|       |  |                                                                      
|Dated: |  |                                                                      

Dear Sirs

InterContinental
  Hotels Group PLC - $2,650,000,000 Facility Agreementdated
  13 February 2003 (the "Agreement")

|1. | We
            refer to the Agreement. This is a Resignation Letter. Terms defined
            in the Agreement have the same meaning in this Resignation Letter
            unless given a different meaning in this Resignation Letter.                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                       
|2. | Pursuant
            to [Clause 25.3 (Resignation
            of a Borrower)]/[Clause
            25.6 (Resignation
            of a Guarantor)],
            we request that [resigning
            Obligor]
            be released from its obligations as a[Borrower]/[Guarantor]
            under the Agreement.
|   |                                                                                                                                                                                                                                                                                                                       
|3. | We
            confirm that:                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                       
|   | (a)                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                       
|   | (b)                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                       
|4. | This
            Resignation Letter is governed by English law.                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                       
|   | InterContinental
            Hotels Group PLC                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                       
|   | By:                                                                                                                                                                                                                                                                                                                   

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SCHEDULE
  8

FORM
  OFCOMPLIANCECERTIFICATE

|To:    |  | [_________] as Agent                   
|------ |  | ---------------------------------------
|       |  |                                        
|From:  |  | InterContinental
      Hotels Group PLC
|       |  |                                        
|Dated: |  |                                        

Dear Sirs

InterContinental
  Hotels Group PLC - $2,650,000,000 Facility Agreement dated 13 February
  2003 (the "Agreement")

|1. | We refer
      to the Agreement. This is a Compliance Certificate. Terms defined in the
      Agreement have the same meaning when used in this Compliance Certificate
      unless given a different meaning in this Compliance Certificate.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                              
|2. | We confirm
      that:                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                              
|   | (a)                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                              
|   | (b)                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                              
|   | (c)                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                              
|   | Computations
      of the above (in reasonable detail) are attached to this Compliance Certificate.                                                                                                                                          
|   |                                                                                                                                                                                                                                              
|3. | The Material
      Subsidiaries as at the period ending [_________] are [_________].                                                                                                                                                         
|   |                                                                                                                                                                                                                                              
|4. | [We confirm
      that no Default is continuing.]7                                                                                                                                                                                           



|Signed: |   |                                                                                                                                                              
|------- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |   |                                                                                                                                                              
|        |   | Director/Authorised
      Signatory                                                                                                                          
|        |   |                                                                                                                                                              
|        |   | of                                                                                                                                                           
|        |   |                                                                                                                                                              
|        |   | InterContinental
      Hotels Group PLC                                                                                                                      
|        |   |                                                                                                                                                              
|        |   |                                                                                                                                                              
|        |   |                                                                                                                                                              
|        | 7 | If this statement
      cannot be made, the certificate should identify any Default that is continuing
      and the steps, if any, being taken to remedy it.

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SCHEDULE
  9

SECURITY

|Member of
      the Group      | Counterparty                       | Maturity
      Date | Principalamountsecured
|------------------------------ | ---------------------------------- | ------------------- | ----------------------
|                               |                                    |                     |                       
|                               |                                    |                     |                       
|American Hotel B.V.            | FGH
      Bank N.V.                | 12/12/2007          | £11,810,000           
|                               |                                    |                     |                       
|                               |                                    |                     |                       
|Intercontinental
      Hotel   | Credit Anstalt
         Bankverein | 30/06/2007          | £16,410,000           
|Betriebsgesellschaft           |                                    |                     |                       
|m.b.H                          |                                    |                     |                       
|                               |                                    |                     |                       
|Hotelera El Carmen
      S.A.  | Banco
      Central                | 28/01/2010          | £8,444,000            
|                               | Hispanoamericano
      S.A.        |                     |                       
|                               |                                    |                     |                       
|Penta Hotels München           | Frankfurter                        | 15/09/2008          | £956,000              
|GmbH & Co.                     | Hypothekenbank                     |                     |                       
|                               |                                    |                     |                       
|BVH                            | Frankfurter                        | 30/06/2008          | £9,916,000            
|Hotelbesitzgesellschaft        | Hypothekenbank                     |                     |                       
|mbH & Co. Verwaltungs-         |                                    |                     |                       
|KG                             |                                    |                     |                       
|                               |                                    |                     |                       
|Midland Hotel and              | The
      Royal Bank of            | 30/06/2006          | £20,000,000           
|Conference Centre              | Scotland
      plc                 |                     |                       
|Limited                        |                                    |                     |                       
|                               |                                    |                     |                       
|Hotels Holiday Inns
      BV  | The
      Law Debenture            | —                   | £12,500,000           
|UK Branch                      | Trust
      Corporation            |                     |                       
|                               |                                    |                     |                       

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SCHEDULE
  10

TIMETABLES

"D - " refers to the number of Business Days before the relevant Utilisation Date/the first day of the relevant Interest Period.

|                                         | Loans
           in
      euro | Loans
    insterling | Loans
    in
    USDollars | Loans
      inothercurrencies
|---------------------------------------- | ------------------------------ | -------------------- | -------------------------- | -----------------------------
|                                        
|                                        
|                                         |                                |                      |                            |                              
|Request for approval
      as an         | —                              | —                    | —                          | D-5                          
|Optional Currency,
      if required     |                                |                      |                            | 10:30
      a.m.             
|(Clause 4.3 (Conditions
      relating   |                                |                      |                            |                              
|to Optional
      Currencies))           |                                |                      |                            |                              
|                                         |                                |                      |                            |                              
|Agent notifies the
      Lenders of the  | —                              | —                    | —                          | D-5                          
|request (Clause 4.3
      (Conditions    |                                |                      |                            | 3:00
      p.m.              
|relating
      to Optional Currencies))  |                                |                      |                            |                              
|                                         |                                |                      |                            |                              
|Responses by Lenders
      to the        | —                              | —                    | —                          | D-4                          
|request (Clause 4.3
      (Conditions    |                                |                      |                            | 1:00
      p.m.              
|relating
      to Optional Currencies))  |                                |                      |                            |                              
|                                         |                                |                      |                            |                              
|Agent notifies the
      Company if a    | —                              | —                    | —                          | D-4                          
|currency is approved
      as an         |                                |                      |                            | 5:00
      p.m.              
|Optional Currency
      in accordance    |                                |                      |                            |                              
|with Clause 4.3 (Conditions              |                                |                      |                            |                              
|relating
      to Optional Currencies)   |                                |                      |                            |                              
|                                         |                                |                      |                            |                              
|Delivery of a duly
      completed       | D
      - 3                    | D
      - 1          | D
      - 3                | D
      - 3                  
|Utilisation Request
      (Clause 5.1    | 10:30
      a.m.               | 10:30
      a.m.     | 10:30
      a.m.           | 10:30
      a.m.             
|(Delivery
      of a Utilisation         |                                |                      |                            |                              
|Request))
      or a Selection Notice    |                                |                      |                            |                              
|(Clause 10.1 (Selection
      of         |                                |                      |                            |                              
|Interest
      Periods))                 |                                |                      |                            |                              
|                                         |                                |                      |                            |                              
|Agent determines
      (in relation to a | D
      - 3                    | D
      - 1          | D
      - 3                | D
      - 3                  
|Utilisation) the
      Base Currency     | 11:00
      a.m.               | 11:00
      a.m.     | 11:00
      a.m.           | 11:00
      a.m.             
|Amount of the Loan,
      if required    |                                |                      |                            |                              
|under Clause 5.4
      (Lenders'         |                                |                      |                            |                              
|participation)
      and notifies the    |                                |                      |                            |                              
|Lenders of the Loan
      in             |                                |                      |                            |                              
|accordance with Clause
      5.4         |                                |                      |                            |                              
|(Lenders'
      participation)           |                                |                      |                            |                              

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|                                          | Loans
    in
    euro | Loans
    insterling | Loans
    in
    USDollars | Loans
      inothercurrencies
|----------------------------------------- | --------------------- | -------------------- | -------------------------- | -----------------------------
|                                          |                       |                      |                            |                              
|Agent receives a
      notification from  | Quotation
      Day   | —                    | Quotation
      Day        | Quotation
      Day          
|a Lender under Clause
      6.2           | 3:00
      p.m.       |                      | 3:00
      p.m.            | 3:00
      p.m.              
|(Unavailability
      of a currency)      |                       |                      |                            |                              
|                                          |                       |                      |                            |                              
|Agent gives notice
      in accordance    | Quotation
      Day   | —                    | Quotation
      Day        | Quotation
      Day          
|with Clause 6.2 (Unavailability
      of  | 5:00
      p.m.       |                      | 5:00
      p.m.            | 5:00
      p.m.              
|a currency)                               |                       |                      |                            |                              
|                                          |                       |                      |                            |                              
|Agent determines
      amount of the      | D-3                   | —                    | D-3                        | D-3                          
|Term Loan/Facility
      B Loan in        | 11:00
      a.m.      |                      | 11:00
      a.m.           | 11:00
      a.m.             
|Optional Currency
      in accordance     |                       |                      |                            |                              
|with Clause 6.3 (Change
      of          |                       |                      |                            |                              
|currency)                                 |                       |                      |                            |                              
|                                          |                       |                      |                            |                              
|Agent determines
      amount of the      | D-3                   | —                    | D-3                        | D-3                          
|Term Loan/Facility
      B Loan in        | 11:00
      a.m.      |                      | 11:00
      a.m.           | 11:00
      a.m.             
|Optional Currency
      in accordance     |                       |                      |                            |                              
|with Clause 6.4(a)
      (Same            |                       |                      |                            |                              
|Optional
      Currency during            |                       |                      |                            |                              
|successive
      Interest Periods)        |                       |                      |                            |                              
|                                          |                       |                      |                            |                              
|Agent determines
      amount of Term     | D-3                   | —                    | D-3                        | D-3                          
|Loan/Facility B
         Loan in Optional | 11:00
      a.m.      |                      | 11:00
      a.m.           | 11:00
      a.m.             
|Currency converted
      into Base        |                       |                      |                            |                              
|Currency in accordance
      with         |                       |                      |                            |                              
|Clause 6.4 (b) (Same
      Optional       |                       |                      |                            |                              
|Currency
      during successive          |                       |                      |                            |                              
|Interest
      Periods)                   |                       |                      |                            |                              
|                                          |                       |                      |                            |                              
|LIBOR or EURIBOR
      is fixed           | Quotation
      Day   | Quotation
      Day  | Quotation
      Day        | Quotation
      Day          
|                                          | as
      of           | as
      of          | as
      of                | as
      of                  
|                                          | 11:00
      a.m.      | 11:00
    a.m.       | 11:00
    a.m.             | 11:00
    a.m.               
|                                          | Brussels
      time   |                      |                            |                              

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SCHEDULE 11FORM
  OFLMACONFIDENTIALITYUNDERTAKING



LMA CONFIDENTIALITY LETTER (SELLER)

[Letterhead of Seller/Seller's agent/broker]



To:  Re: The Agreement Company:Date:Amount: Agent:




[insert name of Potential Purchaser/ Purchaser's agent/broker




Dear Sirs

We understand that you are
considering [acquiring]1/[arranging
the acquisition of]2 an
interest in the Agreement (the "Acquisition").
In consideration of us agreeing to make available to you certain information,
by your signature of a copy of this letter you agree as follows:

|1. | Confidentiality
    Undertaking                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | You
        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 your 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 you pass
any Confidential Information (unless disclosed under paragraph 2[(c)/(d)]3below)
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 Acquisition.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | Permitted
    Disclosure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | We agree that you
    may disclose Confidential Information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | subject to the requirements
        of the Agreement, in accordance with the Permitted Purpose so
        long as any prospective purchaser has delivered a letter to you in equivalent
    form to this letter;]                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | [(b/c)]3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | subject to the requirements
        of the Agreement, to any person to (or through) whom you assign or transfer
        (or may potentially assign or transfer) all or any of the rights, benefits
        and obligations which you may acquire under the Agreement or with (or
    through) whom you
    enter into (or may potentially enter into) any sub-participation in relation
    to, or any other transaction under which payments are to be made by reference
    to, the Agreement or
    the Borrower or any member of the Group so long as that person has delivered
    a letter to you in equivalent form to this letter; and
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | [(c/d)]3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (i) 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 anycountry
    with jurisdiction over the affairs of any member of the Purchaser Group.                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | Notification
    of Required or Unauthorised Disclosure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | You agree (to the
        extent permitted by law) to inform us of the full circumstances of any
        disclosure under paragraph 2[(c)/(d)]3or
        upon becoming aware that Confidential Information has been
    disclosed in breach of this letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | Return of
    Copies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | If we so request
        in writing, you shall return all Confidential Information supplied to
        you by us and destroy or permanently erase all copies of Confidential
        Information made by you and use all reasonable
        endeavours to ensure that anyone to whom you 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 you
        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[(c)/(d)]3above.                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|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, theobligations
        in this letter shall cease (a) if you become a party to or otherwise
        acquire (by assignment or sub-participation) an interest, direct or indirect,
        in the Agreement or (b) twelvemonths
        after you have returned all Confidential Information supplied to you
        by us and destroyed or permanently erased all copies of Confidential
        Information made by you (other than any such Confidential Information
        or copies which have been disclosed under paragraph 2 above (other than
        sub -paragraph 2(a)) or which, pursuant to paragraph 4 above, are not
        required to bereturned
    or destroyed).

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|6.  | No Representation;
    Consequences of Breach, etc                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | You acknowledge
    and agree that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.  | No Waiver;
    Amendments, etc                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | This letter sets
        out the full extent of your obligations of confidentiality owed to us
        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 your obligations hereunder
        may only be amended or modified by written agreement between us and the
    Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.  | Inside Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | You
        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 you undertake
    not to use any Confidential Information for any unlawful purpose.                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.  | Nature of
    Undertakings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The undertakings
        given by you under this letter are given to us and (without implying
        any fiduciary obligations on our part) are also given for the benefit
        of [our principal,]4the
    Company and each other member of the Group.                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10. | [Third Party
    Rights]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(a) | Subject to paragraph
        6 and to paragraph 9 the terms of this letter may be enforced and relied
        upon only by you and us and the operation of the Contracts (Rights of
    Third Parties) Act 1999 is excluded.                                                                                                                                                                                                                                                                                                                                                                                                                               

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|(b)                                                                                            | Notwithstanding
        any provisions of this letter, the parties to this letter do not require
        the consent of
        any Relevant Person (except for the Company) or any member of the Group
    to rescind or vary this letter at any time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.                                                                                            | Governing
    Law and Jurisdiction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                               | This letter (including
        the agreement constituted by your acknowledgement of its terms) 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12.                                                                                            | Definitions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                               | In this letter (including
        the acknowledgement set out below) terms defined in the Agreement shall,
    unless the context otherwise requires, have the same meaning and:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                               | "Confidential
          Information" means
          any information relating to the Company, any member of the Group, the
          Agreement and/or the Acquisition provided to you by us or any of our
    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 you before the date the information is disclosed
          to you by us or any of our affiliates or advisers or is lawfully obtained
          by you thereafter, other than from a source which is connected with
    the Group and which, in either case, as far as you are aware, has not been
          obtained in violation of, and is not otherwise subject to, any obligation
    of confidentiality;
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                               | "Group" means
        the Company and each of its holding companies and subsidiaries and each
        subsidiary of each of its holding companies (as each such term is defined
    in the Companies Act 1985);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                               | "Permitted
          Purpose" means
          [subject to the terms of this letter, passing on information to a prospective
          purchaser for the purpose of]2 considering
    and evaluating whether to enter into the Acquisition; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                               | "Purchaser
          Group" means
          you, each of your holding companies and subsidiaries and each subsidiary
          of each of your holding companies (as each such term is defined in
    the Companies Act 1985).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Please acknowledge
    your agreement to the above by signing and returning the enclosed copy.
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Yours faithfully                                                                              
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                              
|For and on behalf
    of                                                                      
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|[Seller/Seller's
    agent/broker]                                                            
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|To:                                                                                            | [Seller]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                               | [Seller's agent/broker]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|                                                   | The Borrower and
    each other member of the Group                                             
|-------------------------------------------------- | ------------------------------------------------------------------------------------------------
|                                                   |                                                                                                 
|                                                   |                                                                                                 
|We acknowledge and
    agree to the above:        
|                                                   |                                                                                                 
|                                                  
|For and on behalf
    of                          
|                                                   |                                                                                                 
|[Potential
    Purchaser/Purchaser's agent/broker]
|                                                   |                                                                                                 
|                                                   |                                                                                                 
|                                                   |                                                                                                 
|                                                   |                                                                                                 
|1                                                  | delete if addressee
    is acting as broker or agent.                                           
|                                                   |                                                                                                 
|2                                                  | delete if addressee
    is acting as principal.                                                 
|                                                   |                                                                                                 
|3                                                  | delete as applicable.                                                                           
|                                                   |                                                                                                 
|4                                                  | delete
        if letter is sent out by the Seller rather than the Sellers broker
    or agent.
|                                                   |                                                                                                 

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|SCHEDULE
      12                                                                                                             
|------------------------------------------------------------------------------------------------------------------------------
|FORM
      OFTERMOUTNOTICE                                                                                                    
|                                                                                                                              
|From:                                                                                                                         
|                                                                                                                              
|To:                                                                                                                           
|                                                                                                                              
|Dated:                                                                                                                        
|                                                                                                                              
|Dear
      Sirs                                                                                                               
|                                                                                                                              
|InterContinental
        Hotels Group PLC - $2,650,000,000 Facility Agreement
        dated 13 February 2003 (the "Agreement")
|                                                                                                                              
|1.                                                                                                                            
|                                                                                                                              
|2.                                                                                                                            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|3.                                                                                                                            
|                                                                                                                              
|                                                                                                                              
|Yours
      faithfully                                                                                                        
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|.................................................                                                                             
|authorised
      signatory for                                                                                                
|InterContinental
      Hotels Group PLC                                                                                       
|                                                                                                                              

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|The
      Company                           
|--------------------------------------------
|                                            
|INTERCONTINENTAL
      HOTELS GROUP PLC     
|                                            
|Address:                                    
|                                            
|                                            
|Fax No:                                     
|                                            
|Attention:                                  
|                                            
|cc:                                         
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|Fax No:                                     
|                                            
|By:                                         
|                                            
|                                            
|                                            
|The
      Arranger                          
|                                            
|BARCLAYS
      CAPITAL                      
|                                            
|By:                                         
|                                            
|HSBC
      BANK plc                         
|                                            
|By:                                         
|                                            
|J.P.
      MORGAN plc                       
|                                            
|By:                                         
|                                            
|SALOMON
      BROTHERS INTERNATIONAL LIMITED
|                                            
|By:                                         
|                                            
|THE ROYAL
      BANK OF SCOTLAND plc        
|                                            
|By:                                         
|                                            
|                                            
|                                            
|The
      Original Lenders                  
|                                            
|BARCLAYS
      BANK PLC                     
|                                            
|By:                                         

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|CITIBANK,
      N.A                 
|------------------------------------
|                                    
|By:                                 
|                                    
|HSBC
      BANK plc                 
|                                    
|By:                                 
|                                    
|JPMORGAN
      CHASE BANK           
|                                    
|By:                                 
|                                    
|THE ROYAL
      BANK OF SCOTLAND plc
|                                    
|By:                                 
|                                    
|                                    
|                                    
|The
      Agent                     
|                                    
|HSBC
      BANK plc                 
|                                    
|Address:                            
|                                    
|                                    
|                                    
|                                    
|Fax No:                             
|                                    
|Attention:                          
|                                    
|Chris
      Merrett                 
|                                    
|By:                                 

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