ANNEX TO AMENDMENT AND RESTATEMENT AGREEMENT AMENDED AND RESTATED UK CREDIT AGREEMENT

Section

Page

ARTICLE 1 LOANS AND LETTERS OF CREDIT

3

1.1

Total UK Facility

3

1.2

UK Revolving Loans

3

1.3

[Intentionally deleted]

8

1.4

Letters of Credit

8

1.5

UK Bank Products

12

1.6

Joint And Several Obligations; Cross-Guaranty

12

1.7

UK Fronting Lender’s Put Rights

17

1.8

[Intentionally deleted]

18

ARTICLE 2 INTEREST AND FEES

18

2.1

Interest

18

2.2

Continuation and Conversion Elections

19

2.3

Maximum Interest Rate

20

2.4

UK Agent Fees

21

2.5

Unused Line Fee

21

2.6

Letter of Credit Fee

21

2.7

Distribution of Fees to UK Revolver Participants

21

ARTICLE 3 PAYMENTS AND PREPAYMENTS

22

3.1

Revolving Loans

22

3.2

Termination of Facility

22

3.3

[Intentionally deleted]

22

3.4

UK LIBOR Revolving Loan Prepayments

22

3.5

Payments by the UK Borrowers

22

3.6

Payments as UK Revolving Loans

23

3.7

Apportionment, Application and Reversal of Payments

23

3.8

Indemnity for Returned Payments

24

3.9

UK Agent’s and UK Lenders’ Books and Records; Monthly Statements

24

3.10

[Intentionally deleted]

25

ARTICLE 4 TAXES, YIELD PROTECTION AND ILLEGALITY

25

4.1

Taxes

25

4.2

Illegality

26

4.3

Increased Costs and Reduction of Return

27

4.4

Funding Losses

28

4.5

Inability to Determine Rates

28

4.6

Certificates of Lenders

29

4.7

Survival

30

ARTICLE 5 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES

30

5.1

Books and Records

30

5.2

Financial Information

30

5.3

Notices to the Lenders

34

ARTICLE 6 GENERAL WARRANTIES AND REPRESENTATIONS

36

6.1

Authorization, Validity, and Enforceability of this Agreement and the Loan Documents

36

6.2

Validity and Priority of Security Interest

37

6.3

Organization and Qualification

37

6.4

Corporate Name; Prior Transactions

37

6.5

Subsidiaries and Affiliates

37

6.6

Financial Statements and Projections

38

6.7

Capitalization

38

6.8

Solvency

38

6.9

Debt

38

6.10

Distributions

39

6.11

Personal Property; Real Estate; Leases

39

6.12

Proprietary Rights

.40

6.13

Trade Names

41

6.14

Litigation

41

6.15

Labor Disputes

41

6.16

Environmental Laws

41

6.17

No Violation of Law

42

6.18

No Default

42

6.19

ERISA Compliance

42

6.20

Taxes

44

6.21

Regulated Entities

44

6.22

Use of Proceeds; Margin Regulations

44

6.23

Copyrights, Patents, Trademarks and Licenses, etc

44

6.24

No Material Adverse Change

44

6.25

Full Disclosure

44

6.26

Material Agreements

45

6.27

Bank Accounts

45

6.28

Governmental Authorization

45

6.29

Tax Shelter Regulations

45

6.30

Non-Guarantor Subsidiaries

45

6.31

Luxembourg Subsidiaries

45

6.32

UK Financial Assistance

45

6.33

Subordinated Debt

46

6.34

Sales of Vehicles

46

6.35

Anti-Terrorism Laws

46

ARTICLE 7 AFFIRMATIVE AND NEGATIVE COVENANTS

46

7.1

Taxes and Other Obligations

46

7.2

Legal Existence and Good Standing

47

7.3

Compliance with Law and Agreements; Maintenance of Licenses

47

7.4

Maintenance of Property; Inspection of Property

47

7.5

Insurance

48

7.6

Insurance and Condemnation Proceeds

49

7.7

Environmental Laws

50

7.8

Compliance with ERISA and other laws

52

7.9

Mergers, Amalgamations, Consolidations or Sales

53

7.10

Distributions; Capital Change; Restricted Investments

54

7.11

Transactions Affecting Collateral or Obligations

55

7.12

Guaranties

56

7.13

Debt

56

7.14

Prepayments; Payments on Subordinated Note Debt; Payments on Intercompany Debt

59

7.15

Transactions with Affiliates

60

7.16

Investment Banking and Finder’s Fees

61

7.17

Business Conducted

62

7.18

Liens

62

7.19

Sale and Leaseback Transactions

62

7.20

New Subsidiaries

62

7.21

Fiscal Year

62

7.22

Depreciation Method

62

7.23

Cash Interest Coverage Ratio

63

7.24

Maximum Consolidated Total Debt to Pro Forma EBITDA Ratio

63

7.25

Minimum Fleet Utilization Rate

63

7.26

Capital Expenditures

64

7.27

Use of Proceeds

64

7.28

Further Assurances

64

7.29

Bank Accounts

65

7.30

Changes Relating to Permitted Subordinated Debt

65

7.31

Access Agreements

65

7.32

Additional Credit Parties

66

7.33

Mortgages

67

7.34

Preferred Stock

67

7.35

[Intentionally deleted]

68

7.36

Center of Main Interest

68

7.37

[Intentionally deleted]

68

7.38

Anti-Terrorism Laws

68

ARTICLE 8 CONDITIONS OF LENDING

68

8.1

Conditions Precedent to the Effectiveness of this Agreement and the Making of Loans on the Closing Date

68

8.2

Conditions Precedent to Each Loan

72

ARTICLE 9 DEFAULT; REMEDIES

72

9.1

Events of Default

72

9.2

Remedies

76

ARTICLE 10 TERM AND TERMINATION

78

10.1

Term and Termination

78

ARTICLE 11 AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS

79

11.1

Amendments and Waivers

79

11.2

Transfers; Participations

81

ARTICLE 12 THE UK AGENT; UK SECURITY TRUSTEE; UK AGENTS; UK FRONTING LENDER

83

12.1

Appointment and Authorization

83

12.2

Delegation of Duties

84

12.3

Liability of Agent

84

12.4

Reliance by Each Agent

85

12.5

Notice of Default.

85

12.6

Credit Decision

85

12.7

Indemnification

86

12.8

Agent in Individual Capacity

86

12.9

Successor Agent

86

12.10

[Reserved]

87

12.11

Collateral Matters and Release of Guaranties

87

12.12

Restrictions on Actions by Lenders; Sharing of Payments

89

12.13

Agency for Perfection

89

12.14

Payments by Responsible Agent to Applicable Lenders

89

12.15

Settlement

90

12.16

Letters of Credit; Intra-Lender Issues

94

12.17

Concerning the Collateral and the Related Loan Documents

96

12.18

Field Audit and Examination Reports; Disclaimer by Lenders

96

12.19

Relation Among Lenders

97

12.20

Bank as UK Security Trustee

97

12.21

Protection of UK Security Trustee

97

12.22

Co-Agents

97

12.23

[Intentionally deleted]

98

12.24

Withholding Tax

98

ARTICLE 13 MISCELLANEOUS

98

13.1

No Waivers; Cumulative Remedies

98

13.2

Severability

99

13.3

Notices (a)

99

13.4

Survival of Representations and Warranties

100

13.5

Other Security and Guaranties

100

13.6

Fees and Expenses

100

13.7

Notices

101

13.8

Waiver of Notices

103

13.9

Waiver of Counterclaims

103

13.10

Binding Effect

104

13.11

Indemnity of the Agents and the Lenders by the Borrowers

104

13.12

Rights of Third Parties

105

13.13

Law and Jurisdiction

105

13.14

Limitation of Liability

106

13.15

Final Agreement

106

13.16

Counterparts

106

13.17

Captions

106

13.18

Right of Setoff

106

13.19

Confidentiality

107

13.20

Conflicts with Other Loan Documents

108

13.21

Currency Indemnity

108

13.22

Reinstatement

108

ANNEX A

-

DEFINED TERMS

ANNEX B

-

MANDATORY COSTS FORMULAE

EXHIBIT A

-

[INTENTIONALLY DELETED]

EXHIBIT B

-

FORM OF BORROWING BASE CERTIFICATE

EXHIBIT C

-

FINANCIAL STATEMENTS

EXHIBIT D

-

FORM OF NOTICE OF BORROWING

EXHIBIT E

-

FORM OF NOTICE OF CONTINUATION/CONVERSION

EXHIBIT F

-

FORM OF UK TRANSFER AGREEMENT

EXHIBIT G

-

FORM OF INSTRUMENT OF JOINDER

EXHIBIT H

-

FORM OF OFFICER’S CERTIFICATE OF UK BORROWER

EXHIBIT I

-

FORM OF UK INTERCREDITOR DEED

EXHIBIT J

-

[INTENTIONALLY DELETED]

SCHEDULE 1

-

LENDERS’ COMMITMENTS (ANNEX A - DEFINED TERMS)

SCHEDULE 6.2

-

PRIORITY

SCHEDULE 6.4

-

CORPORATE NAME; PRIOR TRANSACTIONS

SCHEDULE 6.5

-

SUBSIDIARIES AND AFFILIATES

SCHEDULE 6.7

-

CAPITALIZATION

SCHEDULE 6.9

-

DEBT

SCHEDULE 6.10

-

DISTRIBUTIONS

SCHEDULE 6.11

-

REAL ESTATE; LEASES; ORAL LEASES

SCHEDULE 6.12

-

PROPRIETARY RIGHTS

SCHEDULE 6.13

-

TRADE NAMES

SCHEDULE 6.14

-

LITIGATION

SCHEDULE 6.15

-

LABOR DISPUTES

SCHEDULE 6.16

-

ENVIRONMENTAL LAW

SCHEDULE 6.19

-

ERISA COMPLIANCE

SCHEDULE 6.26

-

MATERIAL AGREEMENTS

SCHEDULE 6.27

-

BANK ACCOUNTS

SCHEDULE 7.4

-

PROPERTY

SCHEDULE 7.15

-

TRANSACTIONS WITH AFFILIATES

               (a) (i) Amounts . Subject to the satisfaction of the conditions precedent set forth in Article 8, each Funding UK Lender and the UK Fronting Lender (as fronting lender for each of the UK Revolver Participants) severally, but not jointly, agrees, upon the UK Borrower Representative’s request from time to time on any UK

Business Day during the period from the Closing Date to the Termination Date, to make revolving loans in Pounds Sterling (the “UK Revolving Loans”) to the UK Borrowers (or to continue Existing Revolving Loans under the UK Credit Agreement) in amounts not to exceed such Funding UK Lender’s (or in the case of the UK Fronting Lender, the total aggregate amount of the UK Revolver Participants’) Pro Rata Share of UK Availability, except for Non-Ratable Loans and Agent Advances (together with the agreement set forth in Section 1.4 to issue Letters of Credit or provide Credit Support for the account of the UK Borrowers, the “UK Revolving Facility”). The UK Lenders, however, in their unanimous discretion, may elect to make (or, in the case of the UK Revolver Participants direct the UK Fronting Lender to make) UK Revolving Loans or issue or arrange to have issued Letters of Credit for the account of the UK Borrowers in excess of the UK Borrowing Base on one or more occasions, but if they do so, neither the UK Agent nor the UK Lenders shall be deemed thereby to have changed the limits of the UK Borrowing Base or to be obligated to exceed such limits on any other occasion. If the Aggregate Outstandings would exceed Total Excess Availability (with Total Excess Availability for this purpose only calculated as if Aggregate Outstandings, US Aggregate Outstandings and UK Aggregate Outstandings were equal to zero) after giving effect to any UK Borrowing or if UK Aggregate Outstandings would exceed UK Availability (with UK Availability for this purpose only calculated as if US Aggregate Outstandings and UK Aggregate Outstandings were equal to zero) after giving effect to any UK Borrowing, the UK Lenders may refuse to make (or, in the case of the UK Revolver Participants refuse to direct the UK Fronting Lender to make) or may otherwise restrict the making of UK Revolving Loans as the UK Lenders determine until such excess has been eliminated, subject to the UK Agent’s authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 1.2(i) .

                    (ii) Participations . Each of the UK Revolver Participants agrees to enter into and assume a risk participation with and from the UK Fronting Lender (and the UK Fronting Lender hereby agrees to such risk participation) in the amount of its UK Revolver Participant Commitment on the terms and conditions set out in this Agreement.

               (b) Procedure for Borrowing .

               (d)  No Liability . No UK Agent shall incur any liability to any UK Borrower as a result of acting upon any notice referred to in Section 1.2(b) which the UK Agent believes in good faith to have been given by an officer or other person duly authorized by the UK Borrower Representative to request UK Revolving Loans on behalf of the UK Borrowers. The crediting of UK Revolving Loans to a UK Borrower’s Designated Account conclusively establishes the obligation of such UK Borrower to repay such UK Revolving Loans as provided herein.

               (e)  Notice Irrevocable . Any Notice of Borrowing made pursuant to Section 1.2(b) shall be irrevocable. The UK Borrowers shall be bound to borrow the funds requested therein in accordance therewith.

               (f)  UK Agent’s Election . Promptly after receipt of a Notice of Borrowing, the UK Agent shall elect to have the terms of Section 1.2(g) or the terms of

Section 1.2(h) apply to such requested UK Borrowing. If the Administrative Agent declines in its sole discretion to have the Bank make a Non-Ratable Loan pursuant to Section 1.2(h) , the terms of Section 1.2(g) shall apply to the requested UK Borrowing.

               (g) Making of UK Revolving Loans . If the UK Agent elects to have the terms of this Section 1.2(g) apply to a requested UK Borrowing, then promptly after receipt of a Notice of Borrowing, the UK Agent shall notify the UK Lenders in writing by telecopy or e-mail of the requested UK Borrowing. Each Funding UK Lender shall transfer its Pro Rata Share and the UK Fronting Lender (as fronting lender for the UK Revolver Participants) shall transfer the UK Revolver Participants’ Pro Rata Share of the requested UK Borrowing to the UK Agent in immediately available funds, to the account from time to time designated by the UK Agent, not later than 11:00 a.m. (London time) on the applicable Funding Date. After the UK Agent’s receipt of all proceeds of such UK Revolving Loans, the UK Agent shall make the proceeds of such UK Revolving Loans available to the UK Borrowers on the applicable Funding Date by transferring same day funds to the UK Borrower’s Designated Account; provided , however , that the amount of UK Revolving Loans so made on any date shall not exceed either UK Availability or Total Excess Availability on such date.

               (h) Making of Non-Ratable Loans .

               (a) Agreement to Issue or Cause To Issue . Subject to the terms and conditions of this Agreement, UK Agent agrees (i) to cause the Letter of Credit Issuer to issue for the account of a UK Borrower one or more standby letters of credit when instructed by the UK Borrower Representative (“Letter of Credit”) and/or (ii) to provide credit support or other enhancement to an issuer of a letter of credit acceptable to UK Agent, which issues a Letter of Credit for the account of any UK Borrower (any such credit support or enhancement being herein referred to as a “Credit Support”) when instructed by such UK Borrower Representative from time to time during the term of this Agreement.

               (b) Amounts; Outside Expiration Date . The UK Agent shall not have any obligation to issue or cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the UK Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the UK Borrowers in connection with the opening thereof would exceed either UK Availability or Total Excess Availability at such time; (iii) such Letter of Credit has an expiration date less than 30 days prior to the Stated Termination Date or more than 12 months from the date of issuance for standby letters of credit; (iv) a Default or Event of Default has occurred and is continuing; or (v) such Letter of Credit for the account of any UK Borrower is denominated in any currency other than Pounds Sterling. With respect to any Letter of Credit which contains any “evergreen” or automatic renewal provision, each UK Lender shall be deemed to have consented to any such extension or renewal unless the Required Lenders shall have provided to the UK Agent, written notice that they decline to consent to any such

extension or renewal at least thirty (30) days prior to the date on which the Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit.

               (c) Other Conditions . In addition to conditions precedent contained in Article 8, the obligation of the Letter of Credit Issuer to issue or the UK Agent to cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit is subject to the following conditions precedent having been satisfied in a manner reasonably satisfactory to the UK Agent:

               (e) Payments Pursuant to Letters of Credit . The UK Borrowers agree, jointly and severally to reimburse immediately when due the Letter of Credit Issuer for any draw under any Letter of Credit and the UK Agent for the account of the Funding UK Lenders and the UK Fronting Lender (as fronting lender for the UK Revolver Participants) upon any payment pursuant to any Credit Support, and to pay the Letter of Credit Issuer the amount of all other charges and fees payable to the Letter of Credit Issuer in connection with any Letter of Credit issued for its account immediately when due, irrespective of any claim, setoff, defense or other right which the UK Borrowers may have at any time against the Letter of Credit Issuer or any other Person. Each drawing under any Letter of Credit shall constitute a request by the UK Borrowers to the UK Agent for a Borrowing of a UK Base Rate Revolving Loan in the amount of such drawing. The Funding Date with respect to such Borrowing shall be the date of such drawing, and the UK Agent is authorized to charge the UK Borrowers’ Loan Account for the amount of such drawing in accordance with Section 3.6 .

               (f) Indemnification; Exoneration; Power of Attorney .

               (g) Supporting Letter of Credit; Cash Collateral . If, notwithstanding the provisions of Section 1.4(b) and Section 10.1 , any Letter of Credit or Credit Support is outstanding upon the termination of this Agreement, then upon such termination the UK Borrowers shall deposit with the UK Agent upon the UK Agent’s request in writing, for the ratable benefit of the UK Agents and the applicable UK Lenders, with respect to each Letter of Credit or Credit Support then outstanding, either (X) a standby letter of credit (a “Supporting Letter of Credit”) in form and substance satisfactory to the UK Agent, issued by an issuer satisfactory to the UK Agent in an amount equal to 105% of the greatest amount for which such Letter of Credit or such Credit Support may be drawn plus any fees and expenses associated with such Letter of Credit or such Credit Support or (Y) cash collateral in such amount. The UK Agent shall be entitled to draw on such Supporting Letter of Credit, or withdraw from the cash collateral account, for amounts necessary to reimburse the UK Agent and the applicable UK Lenders for payments to be made by the UK Agent and the Funding UK Lenders (and the UK Fronting Lender as

fronting lender for the UK Revolver Participants) under such Letter of Credit or Credit Support and any fees and expenses associated with such Letter of Credit or Credit Support. Such Supporting Letter of Credit or cash collateral shall be held by the UK Agent, for the ratable benefit of the UK Agents and the applicable UK Lenders, as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such Credit Support remaining outstanding. Upon expiration of any such outstanding Letter of Credit, or cancellation and return of such Letter of Credit to the Letter of Credit Issuer, the UK Agent shall return to the UK Borrowers any Supporting Letter of Credit and pay to the UK. Borrowers any cash remaining after payment of all amounts due with respect to such Letter of Credit.

               (a) Each UK Borrower hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the UK Agents and the UK Lenders the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of all UK Obligations owed or hereafter owing to the UK Agent and the UK Lenders by each other UK Borrower, regardless of which UK Borrower actually receives any UK Revolving Loans or other extensions of credit under the UK Loan Documents, the amount received by any UK Borrower or the manner in which any UK Borrower, the UK Agent or any UK Lender accounts for such Loans and other extensions of credit. Each UK Borrower agrees that its joint and several guaranty of the Obligations hereunder are a continuing obligation of payment and performance and not of collection, and that its UK Obligations under this Section 1.6 shall not be discharged until payment and performance in full of all Obligations and termination of all US Commitments and UK Commitments.

               (b) The UK Obligations of the UK Borrowers under this Section 1.6 and the Liens securing such UK Obligations shall not be released or impaired by any action or inaction on the part of any UK Agent or any UK Lender which would otherwise constitute the release of a surety. Without limiting the generality of the foregoing, the

liability of any UK Borrower hereunder shall not be affected or impaired in any manner by (i) the failure of any Person to become or remain a UK Borrower or guarantor or the failure of any UK Agent or any UK Lender to preserve, protect or enforce any right to require any Person to become or remain a UK Borrower or guarantor, (ii) any taking, failure to take, failure to create, perfect or ensure the priority of, or exchange, release or termination or lapse of any Lien securing any UK Obligations of any other UK Borrower, or any taking, failure to take, release or amendment or waiver of or consent to departure from, any other guaranty of any of the UK Obligations of any other UK Borrower, (iii) any manner or order of sale or other enforcement of any Lien securing any of the UK Obligations or any manner or order of application of the proceeds of any such Lien to the payment of the UK Obligations or any failure to enforce any Lien or to apply any proceeds thereof, (iv) any furnishing, exchange, substitution or release of any collateral securing the UK Obligations, or any failure to perfect any Lien in any of the collateral securing the UK Obligations, or (v) any other circumstance which might otherwise constitute a defense (except the final payment in full) available to, or a discharge of, a surety or guarantor.

               (c) The liability of each UK Borrower under this Agreement for obligations in its capacity as guarantor and in its joint and several liability as a co-UK Borrower for any other UK Borrower’s UK Obligations hereunder shall remain valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than final payment in full of the UK Obligations), including the occurrence of any of the following, whether or not such Borrower shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the UK Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the UK Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Default) of this Agreement, any of the other Loan Documents or any agreement or instrument executed pursuant hereto or thereto, or of any other guaranty or security for the UK Obligations, in each case whether or not in accordance with the terms of this Agreement, such Loan Document or any agreement relating to such other guaranty or security; (iii) the UK Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source to the payment of any liability other than the UK Obligations, even though the UK Lenders might have elected to apply such payment to any part or all of the UK Obligations; (v) any consent by any UK Lender or any UK Agent to the change, reorganization or termination of the corporate structure or existence of any other UK Borrower, or any other Person and to any corresponding restructuring of the UK Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the UK Obligations; (vii) any defenses (except the defense of final payment in full), set-offs or counterclaims which any UK Borrower, any guarantor or any other Person may allege or assert against any Agent or any Lender in respect of the UK Obligations, including, for example, failure of

consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any UK Borrower as an obligor in respect of the UK Obligations.

               (d) To the maximum extent permitted by law, each UK Borrower in its capacity as a guarantor hereunder, hereby waives and agrees not to assert or take advantage of: (i) any defense now existing or hereafter arising based upon any legal disability or other defense of any other UK Borrower or any guarantor or other Person, or by reason of the cessation or limitation of the liability of any other UK Borrower or any guarantor or other Person from any cause other than full payment and performance of all obligations due under this Agreement or any of the other Loan Documents; (ii) any defense based upon any lack of authority of the officers, directors, partners or UK Agents acting or purporting to act on behalf of any other UK Borrower or any guarantor or other Person, or any defect in the formation of any other UK Borrower or any guarantor or other Person; (iii) the unenforceability or invalidity of any security or guaranty or the lack of perfection or continuing perfection, or failure of priority of any security for the UK Obligations; (iv) any and all rights and defenses arising out of an election of remedies by any UK Agent or any UK Lender, even though that election of remedies, such as a non-judicial foreclosure with respect to security for an UK Obligation, has destroyed such UK Borrower’s rights of subrogation or otherwise; (v) any defense based upon any failure to disclose to such UK Borrower any information concerning the financial condition of any other UK Borrower or any guarantor or other Person or any other circumstances bearing on the ability of any other UK Borrower or any guarantor or other Person to pay and perform all obligations due under this Agreement or any of the other Loan Documents; (vi) any failure by any UK Agent or any UK Lender to give notice to such UK Borrower or any guarantor or other Person of the sale or other disposition of security, and any defect in notice given by any UK Agent or any UK Lender in connection with any such sale or disposition of security; (vii) any failure of any UK Agent or any UK Lender to comply with applicable laws in connection with the sale or disposition of security, including, without limitation, any failure by any UK Lender or any UK Agent to conduct a commercially reasonable sale or other disposition of such security; (viii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal, or that reduces a surety’s or guarantor’s obligations in proportion to the principal’s obligation; (ix) any right of subrogation, any right to enforce any remedy which any UK Agent or any UK Lender may have against any other UK Borrower or any guarantor or other Person and any right to participate in, or benefit from, any security now or hereafter held by the UK Agent or any UK Lender for the UK Obligations of the other UK Borrowers, until all UK Obligations have been paid in full and the UK Commitments terminated; (x) presentment, demand, protest and notice of any kind, including notice of acceptance of this Agreement and of the existence, creation or incurring of new or additional UK Obligations; (xi) the benefit of any statute of limitations affecting the liability of any other UK Borrower or any guarantor or other Person, enforcement of this Agreement or any other Loan Documents, the liability of any other UK Borrower hereunder or the enforcement hereof; (xii) all notices of intention to accelerate and/or notice of acceleration of the UK Obligations; (xiii) relief from any

applicable valuation or appraisement laws; (xiv) any other action by any UK Agent or any UK Lender, whether authorized by this Agreement or otherwise, or any omission by any UK Agent or any UK Lender or other failure of any UK Agent or any UK Lender to pursue, or delay in pursuing, any other remedy in its power; (xv) any and all claims and/or rights of counterclaim, recoupment, setoff or offset; and (xvi) any defense based upon the application of the proceeds of a Loan for purposes other than the purposes represented by the UK Borrowers or intended or understood by any UK Agent or any UK Lender or any UK Borrower. Each UK Borrower agrees that the payment and performance of all UK Obligations or any part thereof or other act which tolls any statute of limitations applicable to this Agreement or the other Loan Documents shall similarly operate to toll the statute of limitations applicable to such UK Borrower’s liability under this Section 1.6 . Without limiting the generality of the foregoing or any other provision hereof, each UK Borrower further waives any and all rights and defenses that such UK Borrower may have as a guarantor because the UK Obligations of any of the other UK Borrowers are secured by real property of any of the other UK Borrowers; this means, among other things, that: (l) the UK Lenders may collect from such UK Borrower without first foreclosing on any real or personal property collateral pledged by any other UK Borrower, (2) if any UK Agent or any UK Lender forecloses on any real property collateral pledged by any other UK Borrower, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) any UK Agent or any UK Lender may collect from such UK Borrower even if any UK Agent or any UK Lender, by foreclosing on the real property collateral, has destroyed any right such UK Borrower may have to collect from any other UK Borrower. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses each UK Borrower may have because the UK Obligations are secured by real property of any other UK Borrower. Based on the preceding sentence and without limiting the generality of the foregoing waivers contained in this subparagraph or any other provision hereof, each UK Borrower expressly waives to the maximum extent permitted by law any and all rights and defenses (except the defense of final payment in full), including without limitation any rights of subrogation, reimbursement, indemnification and contribution (except subrogation or contribution pursuant to this Agreement), which might otherwise be available to such UK Borrower under the laws of any jurisdiction to the extent the same are applicable to this Agreement or the agreements, covenants or obligations of any other UK Borrower hereunder or under any other UK Loan Document.

               (e) Each UK Borrower is fully aware of the financial condition of the other UK Borrowers and is executing and delivering this Agreement based solely upon such UK Borrower’s own independent investigation of all matters pertinent hereto and is not relying in any manner upon any representation or statement by any UK Agent or any UK Lender. Each UK Borrower hereby assumes full responsibility for obtaining any additional information concerning the financial condition of the other UK Borrowers, or any other guarantor or their respective properties, financial condition and prospects and any other matter pertinent hereto as such UK Borrower may desire, and such UK Borrower is not relying upon or expecting any UK Agent or any UK Lender to furnish to such UK Borrower any information now or hereafter in the possession of the UK Agent or any UK Lender concerning the same or any other matter. By executing this

Agreement, each UK Borrower knowingly accepts the full range of risks encompassed within a contract of this type, which risks such UK Borrower acknowledges. No UK Borrower shall have the right to require any UK Agent or any UK Lender to obtain or disclose any information with respect to the UK Obligations, the financial condition or prospects of any other UK Borrower, the ability of any other UK Borrower to pay or perform its UK Obligations, the existence, perfection, priority or enforceability of any collateral security for any or all of the UK Obligations, the existence or enforceability of any other guaranties of all or any part of the UK Obligations, any action or non-action on the part of any UK Agent or any UK Lender, any other UK Borrower or any other Person, or any other event, occurrence, condition or circumstance whatsoever.

               (f) [Intentionally deleted].

               (g) Each UK Borrower hereby agrees that to the extent that any UK Borrower makes any payment hereunder on behalf of another UK Borrower, the UK Borrower making such payment shall be entitled to seek and receive contribution and indemnification from and to be reimbursed by each other UK Borrower, in an amount equal to a fraction of such payment, the numerator of which is the Maximum Liability of the UK Borrower making the payment and the denominator of which is the Maximum Liability of all UK Borrowers as of the date of determination. Each UK Borrower’s right of contribution shall be subject to the terms and conditions of this Section 1.6(g) . The provisions of this Section 1.6(g) shall in no respect limit the direct obligations and liabilities of any UK Borrower to the UK Lenders for any UK Revolving Loans and advances made to it, or any Letter of Credit or Credit Support issued for its benefit and each UK Borrower shall remain liable to the UK Lenders for the full amount of its liabilities under this Agreement.

               (h) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, each UK Borrower in its capacity as a guarantor hereby expressly and irrevocably subordinates to payment of the UK Obligations of the UK Borrowers any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and all defenses available to a surety, guarantor or accommodation co-obligor until the UK Obligations of the UK Borrowers are paid in full in cash and all UK Commitments are terminated. Each UK Borrower in its capacity as a guarantor only acknowledges and agrees that this subordination is intended to benefit the UK Agents and the UK Lenders and shall not limit or otherwise affect such UK Borrower’s primary liability hereunder or the enforceability of this Section 1.6 , and that the UK Agents, UK Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 1.6 .

               (i) No UK Borrower shall be entitled to be subrogated to any of the rights of any UK Agent or any UK Lender or against any other UK Borrower, or any collateral security or guarantee or right to offset held by any UK Agent or any UK Lender for the payment of the UK Obligations of the UK Borrowers, as the case may be, nor shall any UK Borrower seek or be entitled to seek any contribution or reimbursement from or any other UK Borrower in respect of payments made by such UK Borrower

hereunder, until all amounts owing to the UK Agents and the UK Lenders on account of the UK Obligations of the UK Borrowers are paid in full, no Letter of Credit shall be outstanding and the UK Commitments are terminated or have expired. If any amount shall be paid to any UK Borrower on account of such subrogation rights at any time not permitted hereunder, such amount shall be held by such UK Borrower in trust for the UK Agent and the UK Lenders, segregated from other funds of such UK Borrower, and shall, forthwith upon receipt, be turned over to the UK Agent in the exact form received (duly endorsed to the UK Agent, if required), to be applied against the UK Obligations, whether matured or unmatured, in such order as the UK Agent may determine.

               (j) This Section 1.6 is intended only to define the relative rights of the UK Borrowers, the UK Agents and the UK Lenders and nothing set forth in this Section 1.6 is intended to or shall impair the obligations of the UK Borrowers, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement. Nothing contained in this Section 1.6 shall limit the liability of any UK Borrower to pay the Loans or Advances made directly or indirectly to that UK Borrower and accrued interest, Fees and expenses with respect thereto, for which such UK Borrower shall be primarily liable.

               (k) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of each UK Borrower to which such contribution and indemnification is owing.

                (b) Fronting Fee; Participation Fee . When and as the UK Fronting Lender collects interest on the UK Revolving Loans prior to the Put Date, the UK Fronting Lender shall retain for its account interest at the UK Base Rate or UK LIBOR Rate, as applicable, any Mandatory Costs incurred and an amount equal to the Fronting Fee and shall promptly thereafter distribute to each UK Revolver Participant its Pro Rata Share of the remaining Applicable Margin, as a participation fee (the “Participation Fee”). If the UK Borrowers pay less than all of the interest then due and owing by it for any period, that portion of the interest equal to the Participation Fee shall be deemed to be the last portion of interest paid or to be paid For the avoidance of doubt, from and after the Put Date (assuming each UK Revolver Participant has purchased its requisite Pro Rata Share of the UK Revolving Loans from the UK Fronting Lender), interest shall be distributed by the UK Agent for the rateable benefit of the UK Lenders (directly).

               (c) Default Rate . If any Event of Default occurs and is continuing and the UK Agent or the Required Lenders in their discretion so elect, then, while any such Event of Default is continuing, all of the UK Obligations shall bear interest at the Default Rate applicable thereto.

          2.2 Continuation and Conversion Elections .

               (a) Subject to Section 1.2(b)(2) , the UK Borrower may:

          (i) elect, as of any UK Business Day, in the case of UK Base Rate Revolving Loans to convert any UK Base Rate Revolving Loans (or any part thereof in an amount not less than £500,000, or that is in an integral multiple of £250,000 in excess thereof) into UK LIBOR Revolving Loans; or

          (ii) elect, as of the last day of the applicable Interest Period, to continue any UK LIBOR Revolving Loans having Interest Periods expiring on such day (or any part thereof in an amount not less than £500,000, or that is in an integral multiple of £250,000 in excess thereof);

provided , that if at any time the aggregate amount of UK LIBOR Revolving Loans in respect of any single Interest Period is reduced, by payment, prepayment, or conversion of part thereof to be less than £500,000, such UK LIBOR Revolving Loans shall automatically convert into UK Base Rate Revolving Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month.

               (b) The UK Borrower Representative shall deliver a notice of continuation/conversion in the form attached hereto as Exhibit E (a “Notice of Continuation/Conversion”) to the UK Agent not later than 11:00 a.m. (London time), at least three (3) UK Business Days in advance of the Continuation/Conversion Date, if the UK Revolving Loans are to be converted into or continued as UK LIBOR Revolving Loans and specifying:

          (i) the proposed Continuation/Conversion Date;

          (ii) the aggregate amount of UK Revolving Loans to be converted or renewed;

          (iii) the type of UK Revolving Loans resulting from the proposed conversion or continuation; and

          (iv) the duration of the requested Interest Period, provided , however, the UK Borrower Representative may not select an Interest Period that ends after the Stated Termination Date.

               (c) If upon the expiration of any Interest Period applicable to UK LIBOR Revolving Loans, the UK Borrower Representative has failed to select timely a new Interest Period to be applicable to such UK LIBOR Revolving Loans or if any Default or Event of Default then exists, the UK Borrower Representative shall be deemed to have elected to convert such UK LIBOR Revolving Loans into UK Base Rate Revolving Loans effective as of the expiration date of such Interest Period.

               (d) The UK, Agent will promptly notify each UK Lender, as applicable, of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each UK Lender.

               (e) There may not be more than six (6) different Interest Periods for UK LIBOR Revolving Loans in effect hereunder at any time.

                (a) All payments to be made by the UK Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the UK Borrowers shall be made to the UK Agent for the account of the applicable UK Lenders, at the account designated by the UK Agent and shall be made in Pounds Sterling (other than payments made in respect of UK Terms Loans which shall be in US Dollars) and in immediately available funds, no later than 11:00 a.m. (London time) on the date specified herein. Any payment received by the UK Agent on such date after such time shall be deemed at the option of the UK Agent to have been

received on the following UK, Business Day and any applicable interest shall continue to accrue.

                (b) Subject to the provisions set forth in the definition of “Interest Period,” whenever any payment is due on a day other than an UK Business Day, such payment shall be due on the following UK Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

                (a) Any and all payments by each UK Obligor to any Lender (including payments made indirectly to the UK Revolver Participants) or any Agent under this Agreement and any other Loan Document shall be made free and clear of, and without deduction or withholding for any Taxes. In addition, each UK Obligor shall pay all Other Taxes with respect to the UK Obligations of such UK Obligor and the payments due under the execution, delivery, registration and performance of this Agreement, or otherwise and any other Loan Document.

                (b) Each UK Obligor shall indemnify the UK Agents and each UK Lender (including for the avoidance of doubt the UK Fronting Lender and the UK Revolver Participants) for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by any UK Agent or such UK Lender with respect to the UK Obligations of such UK Obligor and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto. Each UK Agent and each UK Lender seeking indemnification pursuant to this Section 4.1(b) agrees to deliver to the UK Borrower Representative evidence of the Taxes or Other Taxes forming the basis for any such claim; provided that the prior delivery or sufficiency, in the judgment of the UK Borrower Representative, of such evidence shall in no way be a condition of the UK Obligors’ obligations to indemnify the UK Agents or UK Lenders pursuant to this Section 4.1(b) . No UK Obligor shall be obligated to make a payment to a UK Agent or UK Lender pursuant to this clause in respect of penalties, interest and other liabilities attributable to any Taxes or Other Taxes if such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct of such UK Agent or UK Lender. After a UK Agent or UK Lender receives notice of the imposition of the Taxes or Other Taxes that are subject to this Section, such UK Agent or UK Lender will act in good faith to promptly notify each UK Obligor of its obligations hereunder.

                (c) If any UK Obligor shall be required by law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable hereunder to any UK Lender or any UK Agent, then, without duplication:

          (i) the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including

deductions and withholdings applicable to additional sums payable under this Section) such UK Lender or such UK Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made;

          (ii) such UK Obligor shall make such deductions and withholdings;

          (iii) such UK Obligor shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with applicable law; and

          (iv) each UK Borrower shall also pay to each UK Lender or such UK Agent for the account of such UK Lender, at the time interest is paid, all additional amounts which the respective UK Lender specifies as necessary to preserve the after-tax yield such UK Lender would have received if such Taxes or Other Taxes had not been imposed.

                (d) At any UK Agent’s request, within 30 days after the date of any payment by any UK Obligor of Taxes or Other Taxes, the UK Borrower shall furnish such UK Agent, if available, the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to such UK Agent.

                (e) If any UK Obligor is required to pay additional amounts to any UK Lender pursuant to this Section, then such UK Lender shall, upon the request and at the expense of the UK Borrowers, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such Obligor which may thereafter accrue, if such change, in the sole judgment of such UK Lender, (i) is not otherwise disadvantageous to such UK Lender and (ii) would avoid the need for or reduce the amount of such additional amounts.

          4.2 Illegality .

                (a) If any UK Lender determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or change in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any other Governmental Authority has asserted that it is unlawful, for any UK Lender or its applicable lending office to make or participate in UK LIBOR Revolving Loans, then, on notice thereof by that UK Lender to the UK Borrower Representative through the UK Agent, any obligation of that UK Lender to make or participate in UK LIBOR Revolving Loans shall be suspended until that UK Lender notifies the UK Agent and the UK Borrower that the circumstances giving rise to such determination no longer exist.

                (b) If any UK Lender determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or change in the interpretation or administration of any Requirement of Law, has made it unlawful, or that any other Governmental Authority has asserted that it is unlawful, for any UK Lender or

its applicable lending office to maintain or participate in any UK LIBOR Revolving Loans, the UK Borrower shall, upon its receipt of notice thereof by that UK Lender to the UK Borrower Representative through the UK Agent and demand from such UK Lender (with a copy to the UK Agent), prepay in full such UK LIBOR Revolving Loans of that UK Lender then outstanding, together with interest accrued thereon and amounts required under Section 4.4 , either on the last day of the Interest Period thereof, if that UK Lender may lawfully continue to maintain or participate in such UK LIBOR Revolving Loans to such day, or immediately, if that UK Lender may not lawfully continue to maintain or participate in such UK LIBOR Revolving Loans. If the UK Borrowers are required to so prepay any UK LIBOR Revolving Loans, then concurrently with such prepayment, the UK Borrowers shall borrow from the affected UK Lender, in the amount of such repayment, a UK Base Rate Revolving Loan. Each UK Lender agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different lending office if such designation will, in the sole judgment of such UK Lender, avoid the need for such notice and will not otherwise be disadvantageous to such Lender.

                (c) Should any UK Lender’s UK LIBOR Revolving Loans be suspended under the provisions of Section 4.2 , then without limiting its obligations to reimburse any Lender for compensation claimed pursuant to this Section 4.2 , the Applicable UK Borrowers may, within 60 days following such occurrence, treat that UK Lender as an “Affected Lender” under Section 4.6 and exercise the applicable remedies set forth therein, subject to the conditions and limitation set forth therein.

          4.3 Increased Costs and Reduction of Return .

                (a) If any UK Lender determines that due to either (i) the introduction of or any change in the interpretation of any law or regulation or (ii) the compliance by that UK Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such UK Lender of agreeing to make or making, funding or maintaining or participating in any UK LIBOR Revolving Loans, without duplication, then the UK Borrowers shall jointly and severally be liable for, and shall from time to time, within two UK Business Days of demand by such UK Lender (with a copy of such demand to be sent to the UK Agent), pay to the UK Agent for the account of such UK Lender, additional amounts as are sufficient to compensate such UK Lender for such increased costs.

                (b) If any UK Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such UK Lender or any corporation or other entity controlling such UK Lender with any Capital Adequacy Regulation, affects the amount of capital required to be maintained by such UK Lender or any corporation or other entity controlling such UK Lender and (taking into consideration such UK Lender’s or such corporation’s or other entity’s policies with respect to capital adequacy and such UK Lender’s desired return on capital) determines that the amount of

such capital is increased as a consequence of its UK Commitments, loans, credits or obligations under this Agreement, then, upon demand of such UK Lender to the UK Borrower Representative in respect of which such UK Lender has a UK Commitment through the UK Agent, the UK Borrowers shall pay to such UK Lender, from time to time as specified by such UK Lender, additional amounts sufficient to compensate such UK Lender for such increase.

                (c) If any UK Obligor is required to pay additional amounts to any UK Lender pursuant to this Section, then such UK Lender shall, upon the request and at the expense of the UK Borrowers, use reasonable efforts (consistent with legal and regulatory restrictions) to change the jurisdiction of its lending office so as to eliminate any such additional payment by such UK Obligor which may thereafter accrue, if such change, in the sole judgment of such UK Lender, (i) is not otherwise disadvantageous to such UK Lender and (ii) would avoid the need for or reduce the amount of such additional amounts.

                    4.4 Funding Losses . Each UK Borrower shall reimburse each UK Lender and hold each UK Lender harmless from any loss or expense which such UK Lender may sustain or incur as a consequence of:

                (a) the failure of such UK Borrower to make on a timely basis any payment of principal of any UK LIBOR Revolving Loan;

                (b) the failure of such UK Borrower to borrow, continue or convert a Loan after such UK Borrower has given a Notice of Borrowing or a Notice of Continuation/Conversion; or

                (c) the prepayment or other payment (including after acceleration thereof) of any UK LIBOR Revolving Loan on a day that is not the last day of the relevant Interest Period;

including any such loss of anticipated profit and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its UK LIBOR Revolving Loans or from fees payable to terminate the deposits from which such funds were obtained. Each UK Borrower shall also pay any customary administrative fees charged by any UK Lender in connection with the foregoing.

                    4.5 Inability to Determine Rates . If the UK Agent determines that for any reason (a) adequate and reasonable means do not exist for determining the UK LIBOR Rate for any requested Interest Period with respect to a proposed UK Revolver LIBOR Loan or (b) that the UK LIBOR Rate for any requested Interest Period with respect to a proposed UK LIBOR Revolving Loan does not adequately and fairly reflect the cost to the applicable UK Lenders of funding such UK LIBOR Revolving Loan, the UK Agent will promptly so notify such UK Borrower Representative and each such UK Lender. Thereafter, the obligation of the UK Lenders to make or maintain UK LIBOR Revolving Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, in the case of UK Revolving Loans, (I) UK Borrower Representative may revoke any Notice of Borrowing or

Notice of Continuation/Conversion in respect of UK Revolving Loans then submitted by it without cost or expense to any UK Borrower and (II) if the UK Borrower Representative does not revoke such Notice, the Funding UK Lenders and the UK Fronting Lender shall make, convert or continue the UK Revolving Loans, as proposed by the UK Borrower Representative, in the amount specified in the applicable notice submitted by the UK Borrower Representative, but such UK Revolving Loans shall be made, converted or continued as UK Base Rate Revolving Loans instead of UK LIBOR Revolving Loans.

          4.6 Certificates of Lenders.

                (a) Any UK Lender claiming reimbursement or compensation under this Article 4 (an “Affected Lender”) shall determine the amount thereof and shall deliver to the UK Borrower Representative in respect of which such Affected Lender has a UK Commitment (with a copy to the UK Agent) a certificate setting forth in reasonable detail the amount payable to such Affected Lender, and such certificate shall be conclusive and binding on the UK Borrowers in the absence of manifest error.

                (b) Without limiting its obligations to reimburse an Affected Lender for compensation theretofore claimed by an Affected Lender pursuant to this Article 4 , UK Borrowers may, within 60 days following any demand by an Affected Lender, request that one or more Persons that are Eligible Transferees and that are approved by the UK Agent (which approval shall not be unreasonably withheld) purchase all (but not part) of the Affected Lender’s then outstanding Loans, and assume its Pro Rata Share of the UK Commitments and its obligations hereunder; provided that such request may not be made, and the UK Agent and the UK Lenders shall have no obligations under this Section 4.6(b) , if and to the extent that the basis for any such reimbursement or compensation with respect to such Affected Lender, is, in the judgment of the UK Agent, applicable to the UK Required Lenders or has resulted or could reasonably be expected to result in any claim for reimbursement or compensation under this Article 4 by the UK Required Lenders. If one or more such Eligible Transferees so agree in writing (each, an “ Assuming Lender ,” and collectively, the “ Assuming Lenders ”), the Affected Lender shall assign its Pro Rata Share of the Aggregate Commitments (including, for the avoidance of doubt, the US Commitments), together with the outstanding Revolving Loans (including, for the avoidance of doubt, the US Revolving Loans), to the Assuming Lender or Assuming Lenders in accordance with Section 11.2 ; provided that, unless the Assuming Lender has also agreed to accept the assignment of all US Commitments and US Loans pursuant to the terms of the US Credit Agreement, the UK Lender shall not be required or permitted to assign its UK Commitments or UK Revolving Loans pursuant to this Section and any purported assignment pursuant to this Section shall be null and void. On the date of any such assignment, the Affected Lender which is being so replaced shall cease to be a “Lender” for all purposes of this Agreement and shall receive (x) from the Assuming Lender or Assuming Lenders the principal amount of its outstanding Loans and (y) from UK Borrowers all interest and fees accrued and then unpaid with respect to such UK Revolving Loans, together with any other amounts then payable to such UK Lender by UK Borrowers.

                (a) As soon as available, but in any event not later than ninety (90) days after the end of each Fiscal Year (except as set forth in clause (v) below), (i) consolidated audited balance sheets, income statements, cash flow statements and changes in stockholders’ equity for the Parent Guarantor and its consolidated Subsidiaries for such Fiscal Year, and the accompanying notes thereto, (ii) consolidating unaudited balance sheets, income statements and cash flow statements for the Parent Guarantor and its consolidated Subsidiaries, (iii) unaudited balance sheets and income statements for the Parent Guarantor and its consolidated US Subsidiaries (iv) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries and (v) balance sheets and income statements for Ravenstock and its consolidated Subsidiaries audited in accordance with UK GAAP and to be delivered as soon as available, but in any event not later than one hundred and eighty (180) days after the end of each Fiscal Year, setting forth in the case of each of the preceding clauses (i), (iii), (iv) and (v), in comparative form, figures for the previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and the results of operations of the applicable Persons as at the date thereof and for the Fiscal Year then ended, prepared in accordance with GAAP (other than the absence of footnotes to the Financial Statements delivered pursuant to clauses

(ii), (iii) and (iv) and other than clause (v) which has been prepared in accordance with UK GAAP) and denominated in Dollars (other than with respect to clauses (iv) and (v), which Financial Statements shall be denominated in Pounds Sterling). The consolidated audited financial statements shall be examined in accordance with generally accepted auditing standards by and, in the case of such statements performed on a consolidated basis, accompanied by a report thereon unqualified in any respect of independent certified public accountants of national standing selected by the US Borrower Representative. The US Borrower Representative, simultaneously with retaining such independent public accountants to conduct such annual audit, shall send a letter to such accountants, with a copy to the Administrative Agent, the UK Agent and the Lenders, notifying such accountants that one of the primary purposes for retaining such accountants’ services and having audited financial statements prepared by them is for use by the Administrative Agent, the UK Agent and the Lenders. At reasonable times and upon reasonable advance notice and the provision of an opportunity for the UK Borrower Representative to participate or accompany the UK Agent and/or the Administrative Agent, each UK Borrower hereby authorizes the Administrative Agent and the UK Agent to communicate directly with the UK Borrowers certified public accountants and, by this provision, authorizes those accountants to disclose to the Administrative Agent and the UK Agent any and all financial statements and other supporting financial documents and schedules relating to the Credit Parties and their Subsidiaries and to discuss directly with the Administrative Agent and the UK Agent the finances and affairs of the Credit Parties and their Subsidiaries.

                (b) As soon as available, but in any event not later than forty (40) days after the end of each Fiscal Quarter, (i) consolidated unaudited balance sheets of the Parent Guarantor and its consolidated Subsidiaries as at the end of such Fiscal Quarter, and consolidated unaudited income statements and cash flow statements for the Parent Guarantor and its consolidated Subsidiaries for such Fiscal Quarter and for the period from the beginning of the Fiscal Year to the end of such Fiscal Quarter, all in reasonable detail, fairly presenting the financial position and results of operations of the Parent Guarantor and its consolidated Subsidiaries as at the date thereof and for such periods, and, in each case, in comparable form, figures for the corresponding period in the prior Fiscal Year, (ii) consolidating unaudited balance sheets and income statements for the Parent Guarantor and its consolidated Subsidiaries, (iii) unaudited balance sheets and income statements for the Parent Guarantor and its consolidated US Subsidiaries and (iv) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries, in each case prepared in accordance with GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a) and denominated in Dollars (other than with respect to clause (iv), which Financial Statements shall be denominated in Pounds Sterling) The Parent Guarantor shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) and fairly present the financial position of the applicable Credit Parties and their Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject to normal year-end adjustments.

                (c) As soon as available, but in any event not later than (30) days after the end of each month, (i) unaudited balance sheets and income statements for the Parent Guarantor and its consolidated US Subsidiaries and (ii) unaudited balance sheets and income statements for Ravenstock and its consolidated Subsidiaries, in each case, prepared in accordance with GAAP (other than the absence of footnotes and subject to normal year-end audit adjustments) applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a) and denominated in Dollars (other than with respect to clause (ii), which such Financial Statements shall be denominated in Pounds Sterling). The Parent Guarantor shall certify by a certificate signed by its chief financial officer that all such statements have been prepared in accordance with GAAP (other than the absence of footnotes and subject to normal year- end audit adjustments) and present fairly the financial position of the applicable Credit Parties and their Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject to normal year-end adjustments.

                (d) With each of the annual audited Financial Statements delivered pursuant to Section 5.2(a) , and the unaudited Financial Statements delivered pursuant to Section 5.2(b) a certificate of the chief financial officer of the US Borrower Representative (the “ Compliance Certificate ”) setting forth in reasonable detail the calculations required to establish that the Credit Parties were in compliance with the covenants set forth in Sections 7.23 through 7.26 during the period covered in such Financial Statements and as at the end thereof and a calculation of Pro Forma EBITDA for the Permitted Acquisitions completed during such period, and stating that, except as explained in reasonable detail in such certificate, (A) all of the representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are correct and complete in all material respects as at the date of such certificate as if made at such time, except for those that speak as of a particular date, (B) the Credit Parties are, at the date of such certificate, in compliance in all material respects with all of their respective covenants and agreements in this Agreement and the other Loan Documents, and (C) no Default or Event of Default then exists or existed during the period covered by the Financial Statements for such period. If such certificate discloses that a representation or warranty is not correct or complete, or that a covenant has not been complied with, or that a Default or Event of Default existed or exists, such certificate shall set forth what action the Applicable Borrower has taken or proposes to take with respect thereto.

                (e) No sooner than sixty (60) days before and not later than the beginning of each Fiscal Year, (i) annual forecasts (to include forecasted consolidated balance sheets, income statements and cash flow statements) for the Parent Guarantor and its consolidated Subsidiaries, (ii) annual forecasted income statements for the Parent Guarantor and its consolidated US Subsidiaries and (iii) annual forecasted income statements for Ravenstock and its consolidated Subsidiaries as at the end of and for each Fiscal Quarter of such Fiscal Year approved by the board of directors of such entity and in detail reasonably acceptable to the Administrative Agent and the UK Agent.

                (f) Promptly after filing with the PBGC, the IRS or other Governmental Authority, a copy of each annual report or other filing filed with respect to any Plan of any Credit Party or any of its Subsidiaries.

                (g) Promptly upon the filing thereof, copies of all reports, if any, to or other documents filed by any Credit Party or any of its Subsidiaries with the Securities and Exchange Commission under the Exchange Act, and all reports, notices, or statements sent or received by any Credit Party or any of its Subsidiaries to or from the holders of any publicly traded equity interests of the UK Borrowers or any such Subsidiary (other than routine non-material correspondence sent by shareholders) or of any Debt of the Borrowers or any of their Subsidiaries, including, without limitation, Debt registered under the Securities Act or to or from the trustee under any indenture under which the same is issued.

                (h) As soon as available, but in any event not later than 15 days after any Credit Party’s receipt thereof, a copy of all management reports and management letters prepared for such Credit Party by any independent certified public accountants of any Credit Party or any of its Subsidiaries.

                (i) Promptly after their preparation, copies of any and all proxy statements, financial statements, and reports which any Credit Party or any of its Subsidiaries makes available to its shareholders generally.

                (j) If requested by the Administrative Agent or the UK Agent, promptly after filing with the IRS or any other Governmental Authority, a copy of each tax return filed by any Credit Party or by any of its Subsidiaries.

                (k) As soon as available, but in any event within twenty (20) days after the end of each month (for such month), a Borrowing Base Certificate in the form of Exhibit B to this Agreement for the UK Borrowers and all supporting information required in accordance with Section 9 of the Security Agreement and Section 4.4(c) of the UK Debenture.

                (1) With each of the monthly Financial Statements delivered pursuant to Section 5.2(c) , a certificate of the chief financial officer of the US Borrower Representative (the “M&E Disposition Certificate”) setting forth for the most recently completed month in reasonable detail: (i) the nature, equipment identification number and net book value of Eligible Machinery and Equipment that was sold, exchanged or otherwise disposed pursuant to Section 7.9(c) hereof, both individually and in the aggregate, (ii) the amount of proceeds, if any, received in respect of any such sale, exchange or other disposition of Eligible Machinery and Equipment, both individually and in the aggregate and (iii) the purchase price paid, if any, in respect of any Eligible Machinery and Equipment that was purchased, acquired or otherwise received in exchange for any Eligible Machinery and Equipment that was sold, exchanged or otherwise disposed pursuant to Section 7.9(c) hereof, both individually and in the aggregate.

                (m) Such additional information as the Administrative Agent or the UK Agent may from time to time reasonably request regarding the financial and business affairs of any Credit Party or any of its Subsidiaries.

                    5.3 Notices to the Lenders . Each Borrower shall notify the Administrative Agent, the UK Agent and the Lenders in writing of the following matters at the following times:

                (a) Immediately after becoming aware of any Default or Event of Default;

                (b) Immediately after becoming aware of the assertion by the holder of any Capital Stock of any Credit Party or of any of its Subsidiaries or the holder of any Debt of any Credit Party or any of its Subsidiaries in a face amount in excess of the Sterling Equivalent of $2,000,000 that a default exists with respect thereto or that such Credit Party or such Subsidiary is not in compliance with the terms thereof, or the threat or commencement by such holder of any enforcement action because of such asserted default or non-compliance;

                (c) Immediately after becoming aware of any event or circumstance which could reasonably be expected to have a Material Adverse Effect;

                (d) Promptly after a Responsible Officer of any Credit Party becomes aware of any pending or threatened action, suit, or proceeding by any Person, or any pending or threatened investigation by a Governmental Authority, which could reasonably be expected to have a Material Adverse Effect;

                (e) Promptly after a Responsible Officer of any Credit Party becomes aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Credit Party or any of its Subsidiaries in a manner which could reasonably be expected to have a Material Adverse Effect;

                (f) Promptly after a Responsible Officer of any Credit Party becomes aware of any violation of any law, statute, regulation, or ordinance of a Governmental Authority affecting any Credit Party or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect;

                (g) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any notice of any violation by any Credit Party or any of its Subsidiaries of any Environmental Law which could reasonably be expected to have a Material Adverse Effect or that any Governmental Authority has asserted in writing that any Credit Party or any of its Subsidiaries is not in compliance with any Environmental Law or is investigating the Credit Party’s or such Subsidiary’s compliance therewith;

                (h) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any written notice that any Credit Party or any of its Subsidiaries is or may be liable to any Person as a result of the Release or threatened Release or that such Credit Party or any of its Subsidiaries is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to

respond to the Release or threatened Release which, in either case, is reasonably likely to give rise to liability in excess of the Dollar Equivalent of $2,000,000;

                (i) Promptly after any Responsible Officer of any Credit Party becomes aware of receipt of any written notice of the imposition of any Environmental Lien against any property of any Credit Party or any of its Subsidiaries;

                (j) Any change in a Credit Party’s name as it appears in the jurisdiction of its organization, organizational identification number, chief executive office, locations of branches of any Credit Party or other Real Estate locations owned or leased by any Credit Party, its Subsidiaries or their Agencies at which any Collateral is located, or form of organization, trade names under which any Credit Party will sell Inventory or create Accounts, or to which instruments in payment of Accounts may be made payable, in each case at least thirty (30) days prior thereto;

                (k) Within ten (10) US Business Days after a Responsible Officer of any Credit Party or any ERISA Affiliate knows that an ERISA Event or a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred, and, when known, any action taken or threatened by the IRS, the DOL, the PBGC or other applicable Governmental Authority with respect thereto;

                (1) Upon request, or, in the event that such filing reflects a significant change with respect to the matters covered thereby, within three (3) US Business Days after the filing thereof with the PBGC, the DOL, the IRS or other Governmental Authority, as applicable, copies of the following: (i) each annual report (Form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL or the IRS with respect to each Plan, (ii) a copy of each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications received by any Credit Party or any ERISA Affiliate from the PBGC, the DOL, the IRS or other Governmental Authority, with respect to such request, and (iii) a copy of each other filing or notice filed with the PBGC, the DOL, the IRS, or other Governmental Authority, with respect to each Plan by either any Credit Party or any ERISA Affiliate;

                (m) Upon request, copies of each actuarial report for any Plan, Foreign Pension Plan or Multiemployer Plan and annual report for any Multiemployer Plan; and within three (3) US Business Days after receipt thereof by any Credit Party or any ERISA Affiliate, copies of the following: (i) any notices of the PBGC’s or other Governmental Authority’s intention to terminate a Plan or to have a trustee appointed to administer such Plan; (ii) any favorable or unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code; or (iii) any notice from a Multiemployer Plan regarding the imposition of withdrawal liability;

                (n) Within three (3) US Business Days after the occurrence thereof: (i) any changes in the benefits of any existing Pension Plan which increase the Credit Parties’ annual costs with respect thereto by an amount in excess of the Dollar Equivalent of $250,000, or the establishment of any new Pension Plan or Foreign Pension Plan or the commencement of contributions to any Pension Plan or Foreign Pension Plan to which

any Credit Party or any of its ERISA Affiliates were not previously contributing; or (ii) any failure by any Credit Party or any of its ERISA Affiliates to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment;

                (o) Within three (3) US Business Days after a Responsible Officer of any Credit Party or any of its ERISA Affiliates knows that any of the following events has or will occur: (i) a Multiemployer Plan has been or will be terminated; (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan; (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan; or (iv) a Reportable Event or Termination Event in respect of any Plan has or will occur;

                (p) Promptly after any Borrower has notified any Agent of any intention by any Credit Party to treat the Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form;

                (q) Each UK Borrower shall, immediately upon becoming aware of the same, provide the UK Agent with details in writing of any creditor of any UK Borrower whose terms of business include retention of title provisions; and

                (r) Immediately upon the taking, or immediately following any determination of an intention to take, any corporate action, legal proceedings, application, petition or other procedure or step in relation to any of the matters set out in Section 9.1(s) , notify the UK Agent of the same.

                    Each notice given under this Section shall describe the subject matter thereof in reasonable detail, and, if applicable, shall set forth the action that the Applicable Borrower, its Subsidiary, or any ERISA Affiliate, as applicable, has taken or proposes to take with respect thereto.

               (a) The Borrowers have delivered to the Administrative Agent and the UK Agent the financial statements and information set forth in Section 5.2(a) in each case as of December 31, 2004, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent Guarantor’s independent certified public accountants, Ernst & Young, LLP. Such financial statements are attached hereto as Exhibit C. Each Borrower has also delivered to the Administrative Agent and the UK Agent, the financial statements and information set forth in Section 5.2(b) as of September 30, 2005. Such financial statements are also attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Guarantor’s and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended (subject, in the case of the financial statements as of September 30, 2005, to normal year-end adjustments).

               (b) The Latest Projections when submitted to the Lenders as required herein represent each Borrower’s best estimate of the future financial performance of the Parent Guarantor and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which each Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders.

               (a) Schedule 6.11 sets forth, as of the Closing Date, a correct and complete list of all Real Estate (including all UK Properties) owned by each Credit Party and all Real Estate owned by each of their respective Subsidiaries, all leases and subleases of real or personal property held by each Credit Party and each of their respective Subsidiaries as lessee or sublessee (other than leases of personal property involving annual payments of less than $50,000), and all leases and subleases of real or personal property held by such Credit Party or any of its Subsidiaries, as lessor, or sublessor (other than leases of Rental Fleet Assets) and such information is true, complete and accurate and not misleading in any material respect. As of the Closing Date each of such leases and subleases in respect of all UK Credit Parties and Subsidiaries is valid and enforceable in accordance with its terms and is in full force and effect, in each case, against all parties thereto, and in respect of all US Credit Parties is valid and enforceable in accordance with its terms and is in full force and effect, in each case, against the applicable Credit Party or any applicable Subsidiary thereof and, to the best knowledge of the Borrowers is valid and enforceable in accordance with its terms and is in full force and effect, against the other parties thereto, except as set forth in Schedule 6.11 . To the best of each Borrower’s knowledge no default by any party to any such lease or sublease exists. Each Credit Party has good and marketable title in fee simple to, or valid freeholds in the Real Estate identified in Schedule 6.11 as owned by such Credit Party, or valid leasehold interests in all Real Estate designated therein as “leased” by such Credit Party, and such Credit Party has good, indefeasible, and merchantable title to all of its other property (other than the UK Properties (as to which, see Sections 6.11(b) through (i) below)) reflected on the most recent Financial Statements delivered to the Administrative Agent, the UK Agent and the Lenders, except as disposed of in the ordinary course of business or as permitted by this Agreement or the Existing UK. Credit Agreement since the date thereof, free of all Liens except Permitted Liens.

               (b) Except as disclosed on Schedule 6.11 , the UK Properties comprise all the land and buildings owned, controlled, occupied or used by any UK Credit Party or any of its Subsidiaries or in relation to which any UK Credit Party or Subsidiary has any right, interest or actual liability.

               (c) Save as disclosed in the UK Properties Report on Title and the UK Supplemental Agreement to the UK Properties Report on Title, the relevant Credit Party or Subsidiary has good and marketable title to each of the UK Properties free from any Lien and all original deeds and documents necessary to prove such title are in the possession or under the control of the Credit Party or Subsidiary (as the case may be) or are the subject of binding acknowledgements for production.

               (d) No UK Property is affected by a subsisting contract for sale or other disposition of any interest in it.

               (e) Save as disclosed in the UK Properties Report on Title and the UK Supplemental Agreement to the UK Properties Report on Title, each Credit Party or Subsidiary is the sole legal and beneficial owner of the relevant UK Property and the proceeds of sale thereof.

               (f) The Replies to Enquiries are complete, true and accurate in all material respects and not misleading as at the date given and were given on the basis set out in the notes to such Replies to Enquiries. Nothing has occurred or come to light since the date of the Replies to Enquiries which, if disclosed, would make the Replies to Enquiries untrue, misleading or inaccurate in any material respect.

               (g) Save as disclosed in the UK Properties Report on Title and the UK Supplemental Agreement to the UK Properties Report on Title, the deeds, documents and information supplied to Messrs, BP. Collins in relation to UK Properties in England and Wales and Ledingham Chalmers in relation to UK Properties in Scotland and McGrigors in respect of UK Properties in Northern Ireland for the purpose of preparation of the UK Properties Report on Title comprised all deeds, documents and information necessary for the proper compilation of the UK Supplemental Agreement to the UK Properties Report on Title and were when supplied, and remain now, complete and accurate in all material respects and not misleading.

               (h) The information contained in the UK Properties Report on Title, as supplemented by the UK Supplemental Agreement to the UK Properties Report on Title, is true and accurate in all material respects and not misleading as at the date of the UK Supplemental Agreement to the UK Properties Report on Title. The UK Properties Report on Title, as supplemented by the UK Supplemental Agreement to the UK Properties Report on Title does not fail to disclose or take into account any matter whose omission makes it misleading in any material respect. Nothing has occurred or come to light since the date of the UK Supplemental Agreement to the UK Properties Report on Title which, if disclosed, would make it untrue, misleading or inaccurate in any material respect.

               (i) To the best of the knowledge of the Borrowers, no UK Credit Party or Subsidiary has any actual or contingent obligation or liabilities in relation to any freehold or leasehold property other than under its existing title to the UK Properties.

               (a) Each Credit Party and its Subsidiaries have complied in all material respects with all Environmental Laws and no Credit Party and none of its Subsidiaries, none of their respective presently owned real property or presently conducted operations, and, to the best of the Borrowers’ knowledge, none of its previously owned real property or prior operations, is subject to any enforcement order from or liability agreement with any Governmental Authority or private Person respectin