MULTICURRENCY REVOLVING CREDIT FACILITY

(1)

AMERISOURCEBERGEN CORPORATION , a Delaware Corporation (the “ Company ”);

(2)

THE PARTIES listed in Schedule 1 as original borrowers (the “ Original Borrowers ”);

(3)

THE PARTIES listed in Schedule 1 as original guarantors (the “ Original Guarantors ”); and

(4)

BARCLAYS BANK PLC (the “ Lender ”).

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions

(a)

the Base Currency Amount of any outstanding Loans; and

(b)

in relation to any proposed Utilisation, the Base Currency Amount of any Loans that are due to be made on or before the proposed Utilisation Date, but excluding any Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

(a)

the interest which the Lender should have received for the period from the date of receipt of all or any part of 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 the Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

(a)

(in relation to any date for payment or purchase of a currency other than Euro) the principal financial centre of the country of that currency; or

(b)

(in relation to any date for payment or purchase of Euro) any TARGET Day.

(a)

the acquisition of ownership, directly or indirectly, beneficially or of record, by any person or group (within the meaning of the United States Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date of this Agreement), of Equity Interests representing more than 30% of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests of the Company;

(b)

occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by persons who were not:

(i)

directors of the Company on the date of this Agreement;

(ii)

nominated by the board of directors of the Company; or

(iii)

appointed by directors referred to in the preceding clauses (i) and (ii); or

(c)

the occurrence of a “Change of Control” (or other similar event or condition however denominated) under any Material Indebtedness.

(a)

the applicable Screen Rate as of the Specified Time on the Quotation Day for the offering of deposits in Euro for a period comparable to the Interest Period for that Loan; or

(b)

(if no Screen Rate is available for the Interest Period of that Loan) the cost to the Lender of deposits in Euro, being the rate, expressed as a percentage per annum, at which deposits in Euro are offered by the Lender in the European interbank market as of the Specified Time on the Quotation Day for a period comparable to the Interest Period for that Loan.

(a)

all obligations of such Person for borrowed money or with respect to deposits (other than customer deposits in respect of accounts receivable maintained in the ordinary course of business consistent with past practices) or advances of any kind;

(b)

all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

(c)

all obligations of such Person upon which interest charges are customarily paid (excluding trade accounts payable and obligations to pay salary or benefits under deferred compensation, executive compensation or other benefit programs);

(d)

all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person;

(e)

all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business);

(f)

all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed;

(g)

all Guarantees by such Person of Indebtedness of others;

(h)

all Capital Lease Obligations and Synthetic Lease Obligations of such Person;

(i)

all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty;

(j)

all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; and

(k)

all obligations of such Person incurred under or in connection with a Securitization.

(a)

the applicable Screen Rate as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Loan and for a period comparable to the Interest Period for that Loan; or

(b)

(if no Screen Rate is available for the currency or Interest Period of that Loan) the cost to the Lender of deposits in the currency of that Loan, being the rate, expressed as a percentage per annum, at which deposits in such currency are offered by the Lender in the London interbank market as of the Specified Time on the Quotation Day for a period comparable to the Interest Period for that Loan.

(a)

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

(b)

the ability of the Obligors (taken as a whole) to perform the payment obligations under the Finance Documents or to comply with the obligations in

Clause 21 ( Incorporated Undertakings ) insofar as those obligations relate to Section 6.11 ( Fixed Charge Coverage Ratio ) and Section 6.12 ( Leverage Ratio ) of the U.S. Parent Agreement; or

(c)

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

(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.

(a)

in relation to the Company, the audited consolidated financial statements of the Group for the financial year ended 30 September 2005; and

(b)

in relation to each Original Obligor other than the Company, its opening balance sheet.

(a)

(if the currency is Sterling) the first day of that period;

(b)

(if the currency is Euro) two TARGET Days before the first day of that period; or

(c)

(for any other currency) two Business Days before the first day of that period,

(a)

equitable remedies may be granted or refused at the discretion of the court;

(b)

there are limitations on enforcement by laws relating to insolvency generally and other laws generally affecting the rights of creditors;

(c)

there is time barring of claims under the Limitation Act 1980;

(d)

there is the possibility that an undertaking to assume liability for or to indemnify against non-payment of United Kingdom stamp duty land tax may be void; and

(e)

there may be defences of set-off or counterclaim (provided that nothing in this definition purports to grant any Obligor any such right and is without prejudice to any restriction contained in the Finance Documents) and similar principles, rights and defences under the laws of any jurisdictions in which relevant obligations may have to be performed.

(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;

(c)

in the same currency as the maturing Loan (unless it arose as a result of the operation of Clause 6.2 ( Unavailability of a currency )); and

(d)

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

(a)

in relation to LIBOR, the British Bankers Association Interest Settlement Rate for the relevant currency and period; and

(b)

in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period,

(a)

in relation to the U.S. Parent Agreement, with respect to the Company at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the Company in the Company’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity:

(i)

of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held;

(ii)

that is, as of such date, otherwise Controlled, by the Company or one or more subsidiaries of the Company or by the Company and one or more subsidiaries of the Company; and

(b)

with respect to this Agreement, in relation to any company or corporation, a company or corporation:

(i)

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

(ii)

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

(iii)

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.

1.2

Construction

(a)

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

(i)

the “ Lender ”, any “ Obligor ” or 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 “ European interbank market ” means the interbank market for Euro operating in Participating Member States;

(iv)

a “ Finance Document ” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(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) or 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;

(ix)

a time of day is a reference to London time; and

(x)

“ US$ ” denotes the lawful currency of the United States of America.

(b)

Section, Clause and Schedule headings are for ease of reference only.

(c)

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)

A Default (other than an Event of Default) is “ continuing ” if it has not been remedied or waived and an Event of Default is “ continuing ” if it has not been remedied or waived.

(e)

Notwithstanding paragraph (a)(iv) of Clause 1.2 ( Construction ) and subject to Clause 20.3 ( Notification of amendments to U.S. Parent Agreement ), any reference in this Agreement to the “U.S. Parent Agreement” means such agreement as may be amended, varied, modified or supplemented from time to time, provided that where the consent of all the Lenders (as defined in the U.S. Parent Agreement) is required for an amendment, variation, modification or supplementation thereof, the consent of the Lender hereunder shall be required in order for such amendment, variation, modification or supplementation to be incorporated into this Agreement. If the U.S. Parent Agreement ceases to be in effect at any time, references herein to the provisions thereof shall mean the provisions thereof as in effect under this Agreement immediately prior to such cessation.

1.3

Third Party Rights

(a)

Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “ Third Parties Act ”) to enforce or to enjoy the benefit of any term of this Agreement.

(b)

Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

2.

THE FACILITY

3.

PURPOSE

3.1

Purpose

3.2

Monitoring

4.

CONDITIONS OF UTILISATION

4.1

Initial conditions precedent

4.2

Further conditions precedent

(a)

in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed Loan; and

(b)

the representations and warranties made under Clause 19 ( Representations ) (other than the representations and warranties contained in Clause 19.6 ( Deduction of Tax ), paragraph (a) of Clause 19.8 ( No default ) (but without prejudice to paragraph (a) above) and Clause 19.10 ( Financial Statements )) shall be true in all material respects as though made on the date of such Utilisation Request or such Utilisation Date.

4.3

Conditions relating to Optional Currencies

(a)

A currency will constitute an Optional Currency in relation to a Loan if:

(i)

it is readily available in the amount required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Loan; and

(ii)

it is Euro.

(b)

If a Borrower has specified in a Utilisation Request that Euro is the currency of the proposed Loan, that Loan will only be made available in Euro unit or any other units of Euro agreed by the Lender.

4.4

Maximum number of Loans

5.

UTILISATION

5.1

Delivery of a Utilisation Request

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 10 ( 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 the Base Currency or an Optional Currency.

(b)

The amount of the proposed Loan must be:

(i)

if the currency selected is the Base Currency, a minimum of £250,000 or, if less, the Available Commitment; or

(ii)

if the currency selected is Euro, a minimum of EUR250,000 or, if less, the Available Commitment; and

(iii)

in any event such that its Base Currency Amount is less than or equal to the Available Commitment.

6.

OPTIONAL CURRENCIES

6.1

Selection of currency

6.2

Unavailability of a currency

(a)

the Lender notifies the relevant Borrower that the Optional Currency requested is not readily available to it in the amount required; or

(b)

the Lender notifies the relevant Borrower that compliance with its obligation to fund a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

7.

REPAYMENT

8.

PREPAYMENT AND CANCELLATION

8.1

Illegality

(a)

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

(b)

upon such notification, the Commitment will be immediately cancelled; and

(c)

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

8.2

Voluntary cancellation

8.3

Voluntary Prepayment of Loans

8.4

Restrictions

(a)

Any notice of cancellation or prepayment given by any Party under this Clause 8 ( Prepayment and cancellation ) 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)

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(c)

Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid may be reborrowed in accordance with the terms of this Agreement.

(d)

The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this Agreement.

(e)

No amount of the Commitment cancelled under this Agreement may be subsequently reinstated.

9.

INTEREST

9.1

Calculation of interest

(a)

Margin;

(b)

LIBOR or, in relation to any Loan in Euro, EURIBOR; and

(c)

Mandatory Cost, if any.

9.2

Payment of interest

9.3

Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per cent. higher than the rate which would have been payable if the overdue amount had, during the period of non payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Lender (acting reasonably). Any interest accruing under this Clause 9.3 ( Default Interest) shall be immediately payable by the Obligor on demand by the Lender.

(b)

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i)

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii)

the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent. higher than the rate which would have applied if the overdue amount had not become due.

(c)

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

9.4

Notification of rates of interest

10.

INTEREST PERIODS

10.1

Selection of Interest Periods

(a)

A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan.

(b)

Subject to this Clause 10 ( Interest Periods ), a Borrower (or the Company) may select an Interest Period of one week, two weeks, one Month, three Months or six Months or any other period agreed between the Company and the Lender.

(c)

An Interest Period for a Loan shall not extend beyond the Termination Date.

(d)

Each Interest Period for a Loan shall start on the Utilisation Date.

(e)

A Loan has one Interest Period only.

10.2

Non Business Days

11.

CHANGES TO THE CALCULATION OF INTEREST

11.1

Market disruption

(a)

the Margin;

(b)

the rate notified to the Company by the Lender as soon as practicable and in any event at least 2 Business Days before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the Lender of funding that Loan from whatever source it may reasonably select; and

(c)

the Mandatory Cost, if any.

11.2

Alternative basis of interest or funding

(a)

If after receiving notification under Clause 11.1 ( Market disruption ) the Lender or the Company so requires, the Lender and the Company shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

(b)

Any alternative basis agreed pursuant to paragraph (a) above shall be binding on all Parties unless otherwise agreed between the Parties.

11.3

Break Costs

(a)

Each Borrower shall, within five Business Days of demand by the Lender, pay to the Lender its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b)

The Lender shall provide to the Company, if so requested, a certificate confirming the amount of its Break Costs and the basis of calculating such amount for any Interest Period in which they accrue.

12.

FEES

12.1

Fees

(a)

The Company shall pay to the Lender a facility fee in the Base Currency computed at the Facility Fee Rate on the Commitment then in effect.

(b)

The accrued facility fee is payable in arrears on 1 January, 1 April, 1 July and 1 October of each year (provided that if any such day is not a Business Day, on the next Business Day) during the Availability Period, on the last day of the Availability Period and, if cancelled in full or in part, on the cancelled amount of the Commitment at the time the cancellation is effective.

13.

TAX GROSS UP AND INDEMNITIES

13.1

Definitions

(a)

In this Agreement:

(i)

(A)

which is a bank (as defined for the purposes of Section 349 of the Taxes Act) making an advance under a Finance Document; or

(B)

in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 349 of the Taxes Act) at the time that advance was made,

and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

(ii)

a company resident in the United Kingdom for United Kingdom tax purposes;

(iii)

a partnership each member of which is a company resident in the United Kingdom for United Kingdom tax purposes; or

(iv)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing its chargeable profits (within the meaning given by section 11(2) of the Taxes Act).

(b)

Unless a contrary indication appears, in this Clause 13 a reference to “ determines ” or “ determined ” means a determination made in the absolute discretion of the person making the determination.

13.2

Tax gross up

(a)

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly. Similarly, the Lender shall promptly notify the Company on becoming so aware in respect of a payment payable to the Lender.

(c)

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)

An Obligor is not required to make an increased payment to the Lender under paragraph (c) above for a Tax Deduction in respect of tax imposed by the United Kingdom from a payment of interest on a Loan, if on the date on which the payment falls due the payment could have been made to the Lender without a Tax Deduction if it was a Qualifying Lender, but on that date the Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date of this Agreement in (or in the interpretation, administration, or application of) any law, or any published practice or concession of any relevant taxing authority.

(e)

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f)

Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Lender evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

13.3

Tax indemnity

(a)

The Company shall (within ten days of demand (setting out in reasonable detail the basis and calculation of such claim) by the Lender) pay to the Lender an amount equal to the loss, liability or cost which the Lender (acting reasonably) determines will be or has been (directly or indirectly) suffered by it for or on account of Tax in respect of a Finance Document.

(b)

Paragraph (a) above shall not apply:

(i)

with respect to any Tax assessed on the Lender:

(A)

under the law of the jurisdiction in which the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which the Lender is treated as resident for tax purposes; or

(B)

under the law of the jurisdiction in which the Lender’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Lender; or

(ii)

to the extent a loss, liability or cost:

(A)

is compensated for by an increased payment under Clause 13.2 ( Tax gross up ); or

(B)

would have been compensated for by an increased payment under Clause 13.2 ( Tax gross up ) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 13.2 ( Tax gross up ) applied.

(c)

If the Lender makes, or intends to make a claim under this Clause 13.3 ( Tax Indemnity ), it shall promptly notify the Company of the event which will give, or has given, rise to the claim.

13.4

Tax Credit

(a)

a Tax Credit is attributable to that Tax Payment; and

(b)

it has obtained, utilised and retained that Tax Credit,

13.5

Stamp taxes

13.6

Value added tax

(a)

All consideration expressed to be payable under a Finance Document by an Obligor to the Lender shall be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by the Lender to an Obligor in connection with any Finance Document, the relevant Obligor shall pay to the Lender (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT.

(b)

Where a Finance Document requires an Obligor to reimburse the Lender for any costs or expenses, that Obligor shall also at the same time pay and indemnify the Lender against all VAT incurred by the Lender in respect of the costs or expenses to the extent that the Lender reasonably determines that it is not entitled to credit or repayment of the VAT.

14.

INCREASED COSTS

14.1

Increased costs

(a)

Subject to Clause 14.3 ( Exceptions ) the Company shall, within ten days of a demand by the Lender (setting out in reasonable detail the basis and calculation of such claim), pay to the Lender the amount of any Increased Costs incurred by the Lender or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

(b)

In this Agreement “ Increased Costs ” means:

(i)

a reduction in the rate of return from the Facility or on the Lender’s (or its Affiliate’s) overall capital;

(ii)

an additional or increased cost; or

(iii)

a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by the Lender or any of its Affiliates to the extent that it is attributable to the Lender having entered into the Commitment or funding or performing its obligations under any Finance Document.

14.2

Increased cost claims

(a)

If the Lender intends to make a claim pursuant to Clause 14.1 ( Increased costs ) it shall notify the Company.

(b)

The Lender shall provide to the Company, if so requested, a certificate confirming the amount of its Increased Costs.

14.3

Exceptions

(a)

Clause 14.1 ( Increased costs ) does not apply to the extent any Increased Cost is:

(i)

attributable to a Tax Deduction required by law to be made by an Obligor;

(ii)

compensated for by Clause 13.3 ( Tax indemnity ) (or would have been compensated for under Clause 13.3 ( Tax indemnity ) but was not so compensated solely because the exclusion in paragraph (b) of Clause 13.3 ( Tax indemnity ) applied);

(iii)

compensated for by the payment of the Mandatory Cost; or

(iv)

attributable to the wilful breach by the Lender or its Affiliates of any law or regulation.

(b)

In this Clause 14.3, a reference to a “ Tax Deduction ” has the same meaning given to the term in Clause 13.1 ( Definitions) .

15.

OTHER INDEMNITIES

15.1

Currency indemnity

(a)

If any sum due from an Obligor under the Finance Documents (a “ Sum ”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “ First Currency ”) in which that Sum is payable into another currency (the “ Second Currency ”) for the purpose of:

(i)

making or filing a claim or proof against that Obligor;

(ii)

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within ten days of demand (setting out in reasonable detail the basis and calculation of such claim), indemnify the Lender to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

15.2

Other indemnities

(a)

The Company shall (or shall procure that an Obligor will), within ten days of demand (setting out in reasonable detail the basis and calculation of such claim), indemnify the Lender against any cost (including, without limitation, reasonable costs and expenses of legal advisers), loss or liability incurred by the Lender as a result of:

(i)

the occurrence of any Event of Default which is continuing;

(ii)

a failure by an Obligor to pay any amount due under a Finance Document on its due date;

(iii)

funding, or making arrangements to fund, a Loan requested by a Borrower in a U