BRIDGE FACILITY AGREEMENT

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C L I F F O R D C H A N C E

LIMITED LIABILITY PARTNERSHIP

Exhibit 4.20

[CONFORMED COPY]

   

  

  
EUR 300,000,000

BRIDGE FACILITY AGREEMENT

dated 7 March 2005

for

SBS BROADCASTING S.A.

as Borrower

with

ABN AMRO BANK N.V.

as Lender

BRIDGE FACILITY AGREEMENT

   

   

  

  

  

CONTENTS

Clause			Page
1.	Definitions And Interpretation		1
2.	The Facility		9
3.	Purpose		9
4.	Conditions Of Utilisation		9
5.	Utilisation		10
6.	Repayment Of Loans		11
7.	Prepayment And Cancellation		11
8.	Interest		14
9.	Interest Periods		14
10.	Changes To The Calculation Of Interest		15
11.	Fees		15
12.	Tax Gross Up And Indemnities		17
13.	Increased Costs		19
14.	Other Indemnities		20
15.	Mitigation By The Lender		21
16.	Costs And Expenses		21
17.	Representations		22
18.	Information Undertakings		25
19.	General Undertakings		26
20.	Events Of Default		30
21.	Changes To The Borrower		33
22.	Changes To The Lender		33
23.	Conduct Of Business By The Lender		34
24.	Payment Mechanics		34
25.	Set-Off		36
26.	Refinancing		36
27.	Notices		36
28.	Calculations And Certificates		37
29.	Partial Invalidity		37
30.	Remedies And Waivers		38
31.	Amendments And Waivers		38
32.	Counterparts		38
33.	Governing Law		39
34.	Enforcement		39
Schedule 1 CONDITIONS PRECEDENT			40
Schedule 2 REQUESTS			41
Schedule 3 MANDATORY COST FORMULAE			42

THIS AGREEMENT is dated 7 March 2005 and made between:

(1)

SBS BROADCASTING S.A. SBS Broadcasting S.A., 8-10 Rue Mathias Hardt, L-1717 Luxembourg, registered number B 31.996 (the "Borrower"); and

(2)

ABN AMRO BANK N.V. as lender (the "Lender").

IT IS AGREED as follows:

SECTION 1
INTERPRETATION

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Agreement:

"Additional Cost Rate" has the meaning given to it in Schedule 4 (Mandatory Cost formulae).

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

"Availability Period" means the period from and including the date of this Agreement to and including the date which is one Month prior to the Final Maturity Date.

"Available Facility" means the amount of the Facility minus:

(a)

the amount of any outstanding Loans; and

(b)

in relation to any proposed Utilisation, the amount of any Loans that are due to be made on or before the proposed Utilisation Date,

other than any Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

"Break Costs" means the amount (if any) by which:

(a)

the interest (excluding the Margin and any applicable Mandatory Cost) which the Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the European 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.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Amsterdam and Luxembourg.

"Consolidated Net Finance Charges" means, for any Relevant Period, the aggregate amount of the accrued interest, commission, periodic fees, discounts, prepayment penalties or premiums and

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other finance payments in respect of Financial Indebtedness whether paid, payable or capitalised by any member of the Group in respect of that Relevant Period:

(a)

excluding any such obligations to any other member of the Group;

(b)

including the interest element of finance or capital leases;

(c)

including any accrued commission, periodic fees, discounts and other finance payments payable by any member of the Group under any interest rate hedging arrangement; and

(d)

deducting any accrued commission, periodic fees, discounts and other finance payments owing to any member of the Group under any interest rate hedging instrument; and

(e)

deducting any accrued interest owing to any member of the Group on any deposit or bank account.

"Default" means an Event of Default or any event, act or omission which would (with the passing of any specified time period, the giving of any notice or satisfaction of any condition) be an Event of Default.

"Disposal" means any sale, transfer or other disposal (whether voluntary or involuntary and whether as a single transaction or a series of transactions) by the Borrower of any share or other (legal or beneficial) equity interest in any (direct or indirect) Subsidiary of the Borrower, other than any such disposal:

(a)

which constitutes the creation or granting of any Security; or

(b)

which is a disposal to any other member of the Group.

"Disposal Proceeds" means the cash consideration received by the Borrower for any Disposal after deducting:

(a)

reasonable costs and expenses incurred or to be incurred by the Borrower with respect to that Disposal to any person which is not a member of the Group; and

(b)

any Tax incurred or to be incurred and required to be paid by the seller in connection with that Disposal (as reasonably determined by the seller, on the basis of existing rates and taking account of any available credit, deduction or allowance).

"Environmental Claim" means any claim, proceeding or investigation by any person in respect of any Environmental Law.

"Environmental Law" means any applicable law in any jurisdiction in which any member of the Group conducts business which relates to the pollution or protection of the environment or harm to or the protection of human health or the health of animals or plants.

"Environmental Permits" means any permit, licence, consent, approval and other authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by the relevant member of the Group.

"Equity or Debt Proceeds" means the net proceeds of any Equity or Debt Transaction received by the Borrower after deducting:

(a)

reasonable costs and expenses incurred or to be incurred by the Borrower with respect to the Equity or Debt Proceeds; and

(b)

any Tax incurred or to be incurred by the Borrower required to be paid by the Borrower in connection with such Equity or Debt Proceeds (as reasonably determined by the Borrower, on the basis of existing rates and taking account of any available credit, deduction or allowance).

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"Equity or Debt Transaction" means:

(a)

any issue or allotment, or agreement for the issue or allotment, of any shares or any equity interest of any nature of or in the Borrower (other than any such issue or allotment to any other member of the Group);

(b)

any issue or allotment, or agreement for the issue or allotment, of debt securities, warrants, options or any other instrument convertible or exchangeable into share capital (or any other equity interest) of or in the Borrower (other than any such issue or allotment to any other member of the Group);

(c)

the issuance by the Borrower of any debt (including, without limitation, pursuant to any private placement or the issue of commercial paper, medium term notes, bonds, debentures or other similar instruments and whether or not subordinated to any other indebtedness) in any debt capital market; or

(d)

any transaction pursuant to which any bilateral or syndicated bank debt is raised by the Borrower,

provided always that "Equity or Debt Transaction" shall not include:

(i)

any overdraft or working capital facility entered into by the Borrower in the ordinary course of business; or

(ii)

the issue of any shares or other equity interest in the share capital of the Borrower pursuant to the exercise of any stock option granted or issued pursuant to the share incentive scheme operated by the Borrower for the benefit of directors, managers, officers, employees of the Borrower or any other member of the Group and other eligible persons in accordance with the terms of such share incentive scheme.

"EURIBOR" means, in relation to any Loan:

(a)

the applicable Screen Rate; or

(b)

(if no Screen Rate is available for the Interest Period of that Loan) the rate quoted by the Lender to leading banks in the European interbank market;

as of 11 am Brussels time on the Quotation Day for the offering of deposits in euro for a period comparable to the Interest Period of the relevant Loan.

"Event of Default" means any event or circumstance specified as such in Clause 20 (Events of Default).

"Facility" means the revolving loan facility in aggregate amount of EUR 300,000,000 made available under this Agreement as described in Clause 2 (The Facility), to the extent not cancelled or reduced under this Agreement.

"Facility Office" means the office or offices identified with the Lender's signature below or such other office as it may from time to time select by notice to the Borrower as the office or offices through which it will perform its obligations under this Agreement.

"Fee Letter" means any letter dated on or about the date of this Agreement between the Lender and the Borrower setting out the up-front fee referred to in Clause 11.2 (Up-front fee).

"Final Maturity Date" means the date falling 6 Months after the date of this Agreement.

"Finance Document" means this Agreement, any Fee Letter and any other document designated as such by the Lender and the Borrower.

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"Financial Indebtedness" means any indebtedness for or in respect of:

(a)

moneys borrowed;

(b)

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with US GAAP, be treated as a finance or capital lease;

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)

any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h)

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(i)

any amount raised by the issue of redeemable shares;

(j)

any amount of any liability under an advance or deferred purchase agreement if one of the primary reasons behind the entry into this agreement is to raise finance; and

(k)

(without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above.

"Group" means the Borrower and its Subsidiaries for the time being.

"Group EBIT" means, for any Relevant Period, the consolidated profits of the Group from its activities before interest and taxation:

(a)

before deducting any Consolidated Net Finance Charges; and

(b)

before taking into account any accrued interest owing to any member of the Group.

"Group EBITDA" means, for any Relevant Period, Group EBIT before deducting any amount attributable to amortisation of intangible assets or the depreciation of tangible assets.

"Holding Company" means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

"Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default Interest).

"Loan" means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

"Mandatory Cost" means the percentage rate per annum calculated by the Lender in accordance with Schedule 4 (Mandatory Cost formulae).

"Mandatory Prepayment Account" means an interest bearing account held in The Netherlands with the Lender in the name of the Borrower identified by the Borrower and the Lender as the

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Mandatory Prepayment Account for the purposes of this Agreement (as the same may be redesignated, substituted or replaced from time to time), such account to be subject to Security created in favour of the Lender with respect to amounts owing to the Lender pursuant to the Finance Documents on terms satisfactory to the Lender.

"Margin" means 0.70 per cent. per annum. of the principal amount outstanding under the Facility.

"Material Adverse Effect" means a material adverse effect on:

(a)

the business, financial condition or prospects of the Group taken as a whole;

(b)

the ability of the Borrower to perform its obligations under the Finance Documents; or

(c)

the validity or enforceability of the Finance Documents or the rights or remedies of the Lender under the Finance Documents.

"Material Company" means, at any time, a Subsidiary of the Borrower which:

(a)

has earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Group EBITDA) representing five per cent. or more of Group EBITDA; or

(b)

has total assets representing five per cent. or more of consolidated Total Assets,

in each case calculated on an unconsolidated basis in respect of that Subsidiary and determined in accordance with (and on the basis of information provided under) Clause 18.3 (Determination of Material Companies).

"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)

(subject to paragraph (c) below) 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;

(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; and

(c)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

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

"Original Financial Statements" means, in relation to the Borrower, its:

(a)

audited consolidated and unconsolidated financial statements for its financial year ended 31 December 2003; and

(b)

unaudited consolidated financial statements for the financial quarter ending 30 September 2004.

"Participating Member State" means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

"Party" means a party to this Agreement.

"Permitted Financial Indebtedness" means:

(a)

any Financial Indebtedness incurred pursuant to the Finance Documents;

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(b)

any Financial Indebtedness incurred by any member of the Group pursuant to overdraft and working capital facilities entered into in the ordinary course of business and on arm's length terms;

(c)

any Financial Indebtedness represented by the Senior Notes or any refinancing thereof provided that the aggregate amount of such Financial Indebtedness is not increased thereby;

(d)

Financial Indebtedness represented by capital and finance lease obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of any member of the Group provided that the aggregate principal amount of such Financial Indebtedness does not exceed EUR 5,000,000 (or its equivalent in other currencies) at any time;

(e)

any Financial Indebtedness incurred by any member of the Group pursuant to any hedging agreements or other derivative transactions entered into for the purpose of hedging the currency or interest rate exposure of such member of the Group incurred in the ordinary course of trading (and not, for the avoidance of doubt, for speculative purposes);

(f)

any Financial Indebtedness incurred by any member of the Group and owing to another member of the Group;

(g)

any Financial Indebtedness incurred by any member of the Group pursuant to the honouring by a bank or other financial institution of a cheque, draft or similar instrument inadvertently drawn by such member of the Group against insufficient funds in the ordinary course of business provided that such Financial Indebtedness is fully repaid or otherwise extinguished within five Business Days of its incurrence;

(h)

any Financial Indebtedness represented by any letter of credit for the account of any member of the Group in order to provide security for claims, payment obligations or similar requirements in each case in connection with self-insurance and in the ordinary course of business provided that the aggregate principal amount or accreted value of such outstanding Financial Indebtedness (as applicable) does not at any time exceed EUR 5,000,000 (or its equivalent in other currencies);

(i)

any Financial Indebtedness not permitted pursuant to paragraphs (a) to (h) above provided that (i) the proceeds of such Financial Indebtedness are used for working capital or general corporate purposes or to refinance Permitted Financial Indebtedness and (ii) the aggregate principal amount or accreted value (as applicable) thereof does not at any time exceed EUR 50,000,000 (or its equivalent in other currencies).

"Quotation Day" means, in relation to any period for which an interest rate is to be determined two TARGET Days before the first day of that period unless market practice differs in the European Interbank Market, in which case the Quotation Day will be determined by the Lender in accordance with market practice in the European Interbank Market (and if quotations would normally be given by leading banks in the European Interbank Market on more than one day, the Quotation Day will be the last of those days).

"Relevant Period" means each period of twelve months ending on the last day of each financial year and each financial quarter of the Borrower.

"Repeating Representations" means each of the representations set out in Clauses 17.1 (Status) to 17.6 (Governing law and enforcement), Clause 17.9 (No default), Clause 17.11 (No misleading information), Clause 17.13 (Pari passu ranking) and Clause 17.14 (No proceedings pending or threatened).

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"Rollover Loan" means one or more Loans:

(a)

made or to be made on the same day that a maturing Loan is due to be repaid;

(b)

the aggregate amount of which is equal to or less than the maturing Loan; and

(c)

made or to be made for the purpose of refinancing a maturing Loan.

"Screen Rate" means the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period, displayed on the appropriate page of the Telerate screen. If the agreed page is replaced or service ceases to be available, the Lender may specify another page or service displaying the appropriate rate after consultation with the Borrower.

"Security" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

"Senior Notes" means the 12% senior notes due 2008 referred to in the indenture entered between The Bank of New York, as trustee and the Borrower dated 14 June 2001 as amended by the Amendment No. 1 to Indenture dated 13 July 2001 and the SEC registered notes exchanged therefore.

"Subsidiary" means in relation to any company or corporation, a company or corporation:

(a)

which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b)

more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

(c)

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

"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 to pay or any delay in paying any of the same).

"Total Assets" means, at any time, the total assets of the Group, determined in accordance with US GAAP.

"Unpaid Sum" means any sum due and payable but unpaid by the Borrower under the Finance Documents.

"US GAAP" means the generally accepted accounting principles of the United States of America.

"Utilisation" means a utilisation of the 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 Schedule 3 (Requests).

"VAT" means value added tax and any other tax of a similar nature.

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1.2

Construction

(a)

Unless a contrary indication appears any reference in this Agreement to:

(i)

the "Lender", the "Borrower", any "Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)

"assets" includes present and future properties, revenues and rights of every description;

(iii)

the "equivalent" on any date in one currency (the "first currency") of an amount denominated in another currency (the "second currency") is a reference to the amount of the first currency which could be purchased with the amount of the second currency at the spot rate of exchange quoted by the Lender at or about 11.00 a.m. on such date for the purchase of the first currency with the second currency;

(iv)

a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended or novated;

(v)

"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vi)

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) of two or more of the foregoing;

(vii)

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

(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 Amsterdam 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 or an Event of Default is "continuing" if it has not been remedied or waived.

1.3

Currency Symbols and Definitions

"USD" denotes the lawful currency of the United States of America, "GBP" denotes lawful currency of the United Kingdom and "EUR" and "euro" means the single currency unit of the Participating Member States.

1.4

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 FACILITY

2.

THE FACILITY

2.1

The Facility

Subject to the terms of this Agreement, the Lender makes available to the Borrower a euro revolving loan facility in an aggregate amount equal to EUR 300,000,000.

3.

PURPOSE

3.1

Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards:

(a)

the financing of part of the acquisition consideration and/or related costs in connection with the acquisition by the Group of CMore Group AB (such acquisition expected to occur at 11 a.m. on 8 March 2005);

(b)

general corporate purposes and working capital purposes; and

(c)

to repay maturing Loans in accordance with this Agreement.

3.2

Monitoring

The Lender is not bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4.

CONDITIONS OF UTILISATION

4.1

Initial conditions precedent

The Borrower may not deliver a Utilisation Request unless the Lender has received all of the documents and other evidence listed in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Lender. The Lender shall notify the Borrower promptly upon being so satisfied.

4.2

Further conditions precedent

The Lender will only be obliged to comply with Clause 5.4 (Making of Loan) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)

in the case of a Rollover Loan, no notice of acceleration of the Facility has been given under Clause 20.12 (Acceleration); and

(b)

in the case of any other Loan:

(i)

no Default is continuing or would result from the proposed Loan; and

(ii)

the Repeating Representations to be made by the Borrower are true in all material respects.

4.3

Maximum number of Loans

The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation 10 or more Loans would be outstanding.

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SECTION 3
UTILISATION

5.

UTILISATION

5.1

Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Lender of a duly completed Utilisation Request not later than:

(a)

in respect of the first Utilisation of the Facility, 10 a.m. on the proposed Utilisation Date; and

(b)

in respect of any other Utilisation, noon on the date which is three Business Days prior to the date of the proposed Utilisation.

5.2

Completion of a Utilisation Request

(a)

Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)

the proposed Utilisation Date is a Business Day within the Availability Period;

(ii)

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

(iii)

the proposed Interest Period complies with Clause 9 (Interest Periods).

(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 euro.

(b)

The amount of the proposed Loan must be an amount which is not more than the Available Facility and (unless otherwise agreed between the Lender and the Borrower) which is a minimum of EUR 5,000,000 and an integral multiple of EUR 1,000,000 or, if less, the Available Facility.

5.4

Making of Loan

If the conditions set out in this Agreement have been met, the Lender shall make each Loan available by the Utilisation Date through its Facility Office.

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SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION

6.

REPAYMENT OF LOANS

The Borrower shall repay each Loan on the last day of its Interest Period.

7.

PREPAYMENT AND CANCELLATION

7.1

Illegality

If, at any time, it is or will become unlawful in any applicable jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

(a)

the Lender shall promptly notify the Borrower upon becoming aware of that event, whereupon the Facility will be immediately cancelled; and

(b)

the Borrower shall repay Loans made to the Borrower on the last day of the Interest Period for each Loan occurring after the Lender has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law).

7.2

Change of control

(a)

If any person or group of persons acting in concert gains control of the Borrower:

(i)

the Borrower shall promptly notify the Lender upon becoming aware of that event;

(ii)

the Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and

(iii)

the Lender may, by not less than 10 days notice to the Borrower, cancel the Facility and declare all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facility will be cancelled and all such outstanding amounts will become immediately due and payable.

(b)

For the purpose of paragraph (a) above "control" means:

(i)

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A)

cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the Borrower; or

(B)

appoint or remove all, or the majority, of the directors or other equivalent officers of the Borrower; or

(C)

give directions with respect to the operating and financial policies of the Borrower which the directors or other equivalent officers of the Borrower are obliged to comply with; or

(ii)

the holding of more than one-half of the issued share capital of the Borrower (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).

(iii)

For the purpose of paragraph (a) above "acting in concert" means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly, of shares in the Borrower, to obtain or consolidate control of the Borrower.

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7.3

Mandatory Prepayment and Cancellation

(a)

The Borrower shall notify the Lender in writing promptly upon receipt by the Borrower of any Equity or Debt Proceeds or any Disposal Proceeds, giving details of the recipient and the amount of the relevant Equity or Debt Proceeds or Disposal Proceeds.

(b)

If the Borrower receives any Equity or Debt Proceeds in excess of EUR 10,000,000 in aggregate (the amount by which such Equity or Debt Proceeds exceeds EUR 10,000,000, the "Relevant Equity or Debt Proceeds") then (i) on the date on which such Equity or Debt Proceeds are received the Facility shall be reduced and cancelled by an amount equal to the Relevant Equity or Debt Proceeds and (ii) (subject to the following provisions of this Clause 7.3) within 10 Business Days of receipt the Borrower shall, to the extent necessary, prepay Loans such that (after such prepayment) the aggregate amount of all outstanding Loans does not exceed the Facility (after its reduction pursuant to (i) above).

(c)

If the Borrower receives any Disposal Proceeds in respect of any Disposal in excess of EUR 10,000,000 in aggregate (the amount by which such Disposal Proceeds exceed EUR 10,000,000, the "Relevant Disposal Proceeds") then (i) on the date on which such Disposal Proceeds are received the Facility shall be reduced and cancelled by an amount equal to the Relevant Disposal Proceeds and (ii) (subject to the following provisions of this Clause 7.3) within 10 Business Days of receipt the Borrower shall, to the extent necessary, prepay Loans such that (after such prepayment) the aggregate amount of all outstanding Loans does not exceed the Facility (after its reduction pursuant to (i) above).

(d)

For the purposes of this Clause 7.3, to the extent that any Equity or Debt Proceeds or Disposal Proceeds are denominated in a currency other than euro such Equity or Debt Proceeds or Disposal Proceeds shall be converted into euro by the Borrower on or as soon as practicable after the date on which they were received by the Borrower at prevailing market rates reasonably available to the Borrower and the amount of such Equity or Debt Proceeds or Disposal Proceeds shall be such euro amount net of any reasonable costs and expenses of such conversion.

(e)

If a prepayment is to be made under this Clause 7.3, the Borrower may give the Lender notice in writing not less than 5 Business Days before the date on which, pursuant to paragraphs (b) or (c) (as the case may be) of this Clause 7.3, the prepayment would be required to be made, specifying that prepayment of each of the outstanding Loans will be made on the last day of the then current Interest Period for such Loan. If no such notice is given in accordance with this paragraph (e), prepayment shall be made at the time and in the manner set out in the foregoing provisions of this Clause 7.3.

(f)

If pursuant to paragraph (e), the Borrower requests that prepayment of each outstanding Loan is to be made on the last day of the then current Interest Period relating thereto and ensures that the amount required to be prepaid is credited to the Mandatory Prepayment Account on the date on which the prepayment would otherwise be required to be made, the relevant prepayment date in relation to each outstanding Loan shall be delayed in accordance with such request until the last day of the then current Interest Period for such Loan.

(g)

The Borrower irrevocably authorises the Lender to withdraw monies from the Mandatory Prepayment Account and to apply such monies against prepayments which are due to be made hereunder (and the Lender shall make such withdrawal and application on the last day of the relevant Interest Period for each Loan in respect of which a prepayment is to be made) or, upon the occurrence of an Event of Default which is continuing, against any amounts due and payable under the Finance Documents.

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(h)

The Lender acknowledges and agrees that interest shall accrue at normal commercial rates on amounts standing to the credit of the Mandatory Prepayment Account and that the Borrower shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to the Mandatory Prepayment Account).

7.4

Voluntary cancellation

The Borrower may, if it gives the Lender not less than 10 Business Days' prior notice, cancel the whole or any part (being a minimum amount of EUR 5,000,000 and an integral multiple of EUR 1,000,000) of the Available Facility.

7.5

Voluntary Prepayment of Loans

The Borrower may, if it gives the Lender not less than 10 Business Days' prior notice, prepay the whole or any part of a Loan (but if in part, being an amount that reduces the amount of the Loan by a minimum amount of EUR 5,000,000 and an integral multiple of EUR 1,000,000).

7.6

Restrictions

(a)

Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b)