SYNDICATED REVOLVING CREDIT AGREEMENT

EURO 1,500,000,000

SYNDICATED REVOLVING CREDIT AGREEMENT

Dated 17th August, 2004

for

KONINKLIJKE KPN N.V.

with

ABN AMRO BANK N.V.

BANC OF AMERICA SECURITIES LIMITED

BNP PARIBAS

CITIGROUP GLOBAL MARKETS LIMITED

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

CREDIT SUISSE FIRST BOSTON

  DEUTSCHE BANK AG

FORTIS BANK (NEDERLAND) N.V.

HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME

ING BANK N.V.

J.P. MORGAN PLC

and

THE ROYAL BANK OF SCOTLAND PLC

as Mandated Lead Arrangers

and

with

ABN AMRO BANK N.V.

acting as Facility Agent

ABN AMRO BANK N.V.

acting as Euro Swingline Agent

and

ABN AMRO BANK N.V.

acting as Dollar Swingline Agent

CONTENTS

Clause

Page

Section 1

1

Interpretation

1

1 .

Definitions And Interpretation

1

Section 2

16

The Facility

16

2 .

The Facility

16

3 .

Purpose

17

4 .

Conditions Of Utilisation

17

Section 3

19

Utilisation

19

5 .

Utilisation

19

6 .

Optional Currencies

23

Section 4

24

Repayment, Prepayment And Cancellation

24

7 .

Repayment

24

8.

Prepayment And Cancellation

24

Section 5

27

Costs Of Utilisation

27

9.

Interest

27

10 .

Interest Periods

27

11 .

Changes To The Calculation Of Interest

28

12 .

Fees

29

Section 6

31

Additional Payment Obligations

31

13 .

Tax Gross Up

31

14 .

Increased Costs

32

15 .

Other Indemnities

33

16 .

Mitigation By The Lenders

34

17 .

Costs And Expenses

35

Section 7

36

Guarantee

36

18.

Guarantee And Indemnity

36

Section 8

39

Representations, Undertakings And Events Of Default

39

19.

Representations And Warranties

39

20 .

Information Undertakings

42

21.

General Undertakings

44

22.

Events Of Default

48

Section 9

51

Changes To Parties

51

23.

Changes To The Lenders

51

24 .

Changes To The Obligors

54

Section 10

56

The Finance Parties

56

25.

Role Of The Agents And The Mandated Lead Arrangers

56

26.

Conduct Of Business By The Finance Parties

60

27 .

Sharing Among The Lenders

60

Section 11

63

Administration

63

28.

Payment Mechanics

63

29.

Set-Off

65

30 .

Notices

65

31.

Calculations And Certificates

68

32.

Partial Invalidity

69

33 .

Remedies And Waivers

69

34 .

Amendments And Waivers

69

35.

Counterparts

70

Section 12

71

Governing Law And Enforcement

71

36 .

Governing Law

71

37.

Enforcement

71

Schedule 1 T HE L ENDERS

72

Part 1 The Original Lenders

72

Part 2 The Swingline Lenders

73

Schedule 2 C ONDITIONS P RECEDENT

74

Part 1 Conditions Precedent

74

Part 2 Conditions Precedent Required To Be Delivered By An Additional Obligor

76

Schedule 3 U TILISATION R EQUEST

78

Schedule 4 T HE M ARGIN

79

Schedule 5 F ORM O F T RANSFER C ERTIFICATE

80

Schedule 6 T IMETABLES

82

Schedule 7 M ANDATORY C OST F ORMULAE

83

Schedule 8 F ORM O F A CCESSION L ETTER

86

(1)

KONINKLIJKE KPN N.V. having its seat ( statutaire zetel ) in The Hague, The Netherlands (the “ Company ”);

(2)

KONINKLIJKE KPN N.V. having its seat ( statutaire zetel ) in The Hague, The Netherlands, as guarantor (the “ Original   Guarantor ”);

(3)

ABN AMRO BANK N.V., BANC OF AMERICA SECURITIES LIMITED, BNP PARIBAS, CITIGROUP GLOBAL MARKETS LIMITED, COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., CREDIT SUISSE FIRST BOSTON, DEUTSCHE BANK AG, FORTIS BANK (NEDERLAND) N.V., HVB BANQUE LUXEMBOURG SOCIÉTÉ ANONYME, ING BANK N.V., J.P. MORGAN PLC and THE ROYAL BANK OF SCOTLAND PLC as mandated lead arrangers (the “ Mandated Lead Arrangers ”);

(4)

THE FINANCIAL INSTITUTIONS listed in Schedule 1 ( The Original Lenders ) as lenders and swingline lenders (the “ Original Lenders ”);

(5)

ABN AMRO BANK N.V. as facility agent (the “ Facility Agent ”);

(6)  

ABN AMRO BANK N.V. as euro swingline agent (the “ Euro Swingline Agent ); and

(7)  

ABN AMRO BANK N.V. as dollar swingline agent (the “ Dollar Swingline Agent ”).

IT IS AGREED as follows:

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Agreement:

“ Accession Letter ” means a document substantially in the form set out in Schedule 8 ( Form of Accession Letter ).

“ Additional Borrower ” means a company which becomes an Additional Borrower in accordance with Clause 24 ( Changes to the Obligors ).

“ Additional Guarantor ” means a company which becomes an Additional Guarantor in accordance with Clause 24 ( Changes to the Obligors ).

“ Additional Obligor ” means an Additional Borrower or Additional Guarantor.

“ Advance ” means an advance made or to be made under the Facility (including, unless the context otherwise requires, any Swingline Advance) or the principal amount outstanding for the time being of that advance.

(a)

the Base Currency Amount of its participation in any outstanding Advances; and

(b)

in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Advances that are due to be made on or before the proposed Utilisation Date,

(a)

the Base Currency Amount of its participation in any outstanding Swingline Advances; and

(b)

in relation to any proposed Utilisation by way of a Swingline Advance, the Base Currency Amount of its participation in any Swingline Advances that are due to be made on or before the proposed Utilisation Date,

(a)

any indebtedness for moneys borrowed and debit balances at banks and other financial institutions;

(b)

any indebtedness raised by acceptance under any credit facility opened by a bank or other financial institution;

(c)

any indebtedness under any bonds, notes, debentures, loan stock or other security;

(d)

any payment obligations under any lease which would, in accordance with GAAP (as used in the Company's most recent audited annual consolidated financial statements from time to time), be treated as a finance or capital lease;

(e)

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

(f)

proceeds raised under any Securitisation Transaction;

(g)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis) and which would, in accordance with GAAP (as used in the Company's most recent audited annual consolidated financial statements from time to time), be treated as a borrowing;

(h)

any amount of any liability under an advance or deferred purchase agreement if the agreement is in respect of the supply of assets or services and payment is due more than 180 days past the period customarily allowed by the relevant supplier for deferred payment but only in circumstances where the aggregate outstanding liability to any supplier or provider (including their respective affiliates) exceeds euro 50,000,000;

(i)

any indebtedness in respect of an arrangement pursuant to which a person has the right to reacquire an asset sold or otherwise disposed of by that person (whether following the exercise of an option or otherwise) and which would, in accordance with GAAP (as used in the Company's most recent audited annual consolidated financial statements from time to time), be treated as a borrowing;

(j)

any shares which are redeemable (other than for ordinary shares) by holders thereof (other than any Specified Preference Shares which have been outstanding for less than 2 years from their date of issue);

(k)

any indebtedness having the commercial effect of a borrowing and which would, in accordance with GAAP (as used in the Company's most recent audited annual consolidated financial statements from time to time), be treated as a borrowing; and

(l)

any indebtedness (actual or contingent) under any guarantee, indemnity and/or other form of assurance against financial loss by any Group Company in respect of any indebtedness of any person of a type referred to in paragraphs (a) to (k) above.

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

(a)

the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in an Advance or Unpaid Sum to the last day of the current Interest Period in respect of that Advance or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)

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

excluding any Margin or other loss of profit.

“ Business Day ” means a day (other than a Saturday or Sunday) on which banks are open for general business in London and The Netherlands and:

(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.

“ Cash-backed Borrowings ” means Borrowings under equipment leases to the extent matched by cash balances or other forms of defeasance instrument (but only to the extent such instruments are cash-backed) held by or for the benefit of the relevant Group Companies which are the lessees under such leases or other Group Companies and which are only available for application against those Borrowings.

“ Commitment ” means:

(a)

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “ Commitment ” in Schedule 1 ( The Original Lenders ) and the aggregate amount of any other Commitments transferred to it under this Agreement; and

(b)

in relation to any other Lender, the aggregate amount of any Commitments transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement (and, in the case of a Swingline Lender, its Commitment shall include its Swingline Commitment).

“ Credit Rating ” means a long term (senior unsecured and unsubordinated) debt rating given by S&P or Moody's.

(a)

the Prime Rate; and

(b)

the Federal Funds Rate plus 0.50 per cent. per annum.

“ Dutch Borrower ” means the Company and any Additional Borrower which is incorporated or established in The Netherlands.

“ EURIBOR ” means, in relation to any Advance in euro:

(a)

the applicable Screen Rate; or

(b)

(if no Screen Rate is available for the period of that Advance, and in the case of any Euro Swingline Advance) the arithmetic mean of the per annum rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the European Interbank Market,

as of the Specified Time on the Quotation Day (or, in the case of a Euro Swingline Advance, on the Utilisation Date for that Advance) for the offering of deposits in euro for a period comparable to the Interest Period of the relevant Advance.

“ European Interbank Market ” means the interbank market for euro operating in Europe.

“ Euro Swingline Advance ” means any Swingline Advance denominated in Euros.

“ Euro Swingline Rate ” means, at any time, the aggregate of:

(a)

EURIBOR;

(b)

Margin; and

(c)

Mandatory Costs, if any.

“ Event of Default ” means any event or circumstance specified as such in Clause 22 ( Events of Default ).

“ Exemption Regulation ” means the exemption regulation dated 26 June 2002 of the Ministry of Finance of the Netherlands (as amended from time to time), as promulgated in connection with the Dutch Act on the Supervision of Credit Institutions 1992 ( Wet toezicht kredietwezen 1992 ).

“ Executive Officer ” means a member of the board of management of the Company.

“ Facility ” means the euro 1,500,000,000 loan facility made available to the Company under this Agreement as described in Clause 2.1 ( The Facility ) incorporating the Swingline Facility.

“ Facility Office ” means:

(a)

in relation to a Lender (other than in such Lender’s capacity as a Swingline Lender) the office(s) notified by a Lender to the Facility Agent:

(i)

on or before the date it becomes a Lender; or

(ii)

by not less than five Business Days’ notice,

as the office(s) through which it will perform its obligations under this Agreement; and

(b)

in relation to a Swingline Lender in respect of Dollar Swingline Advances (unless otherwise stated in Part 2 of Schedule 1 ( The Swingline Lenders )), its office in the United States of America in the same time zone as New York City or, in respect of Euro Swingline Advances its office in London or a Participating Member State in each case notified by a Swingline Lender to the Facility Agent:

(i)

on or before the date it becomes a Swingline Lender; or

(ii)

by not less than five Business Days’ notice,

as the office(s) through which it will perform its obligations under this Agreement.

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to:

(a)

the weighted average of the rate on overnight federal funds transactions with members of the United States Federal Reserve System arranged by federal funds brokers as published for such day (or, if such day is not a New York Business Day, for the next preceding New York Business Day) by the Federal Reserve Bank of New York; or

(b)

if such rate is not so published for any day which is a New York Business Day, the average of the quotations for such transactions received by the Dollar Swingline Agent from three federal funds brokers of recognised standing selected by it.

“ Fee Letter ” means any letter or letters between the Mandated Lead Arrangers and the Company or an Agent and the Company setting out any of the fees referred to in Clause 12 ( Fees ).

“ Finance Document ” means this Agreement, any Fee Letter, any Accession Letter and any other document designated as such by the Facility Agent and the Company.

“ Finance Party ” means any of the Agents, the Mandated Lead Arrangers and the Lenders.

“ GAAP ” means generally accepted accounting principles in The Netherlands or, in relation to financial statements prepared in respect of any period falling on or after 1 January, 2005, International Financial Reporting Standards.

“ Group ” means the Company and its Subsidiaries from time to time and “ Group Company ” means any one of them.

“ Guarantor ” means the Original Guarantor or an Additional Guarantor unless it has ceased to be a Guarantor in accordance with Clause 24 ( Changes to the Obligors ).

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

“ International Financial Reporting Standards ” means international accounting standards and related interpretations issued, adopted or amended from time to time by the International Accounting Standards Board and adopted by the European Commission pursuant to EC Regulation No. 1606/2002 of the European Parliament and of the Council of 19 July 2002.

“ Interest Period ” means, in relation to an Advance, each period determined in accordance with Clause 10 ( Interest Periods ) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.3 ( Default interest ) .

“ Lender ” means:

(a)

any Original Lender; and

(b)

any bank or financial institution which has become a Party as a Lender in accordance with Clause 23 ( Changes to the Lenders ),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“ LIBOR ” means, in relation to any Advance (other than an Advance in euro):

(a)

the applicable Screen Rate; or

(b)

(if no Screen Rate is available for the currency or period of that Advance) the arithmetic mean of the per annum rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the London Interbank Market,

as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Advance and for a period comparable to the Interest Period for that Advance.

“ London Interbank Market ” means the interbank market operating in London.

“ Majority Lenders ” means:

(a)

until the Total Commitments have been reduced to zero, a Lender or Lenders whose Commitments aggregate more than 66 ² / ₃ % of the Total Commitments (or, if the Total Commitments have been reduced to zero and there are no Advances then outstanding, aggregated more than 66 ² / ₃ % of the Total Commitments immediately prior to the reduction); or

(b)

at any other time, a Lender or Lenders whose participations in the Advances then outstanding aggregate more than 66 ² / ₃ % of all the Advances then outstanding.

“ Mandatory Cost ” means the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 7 ( Mandatory Cost Formulae ).

“ Margin ” means the rate per annum computed in accordance with the table set out in Schedule 4 ( The Margin ) except that on any day that the Company has Credit Ratings from S&P and Moody’s which are not equivalent (or no Credit Rating from one of them), the applicable rate per annum for such day shall be the average of the relevant rates per annum computed in accordance with the table set out in Schedule 4 ( The Margin ) (or, in the case of a Credit Rating from only one of S&P or Moody’s, the Credit Rating the Company is given). Any change in the Margin shall take effect 5 days after the change in the Company’s Credit Ratings.

“ Material Adverse Effect ” means a material adverse effect on the ability of the Obligors taken as a whole to perform their payment obligations under this Agreement.

“ Month ” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)

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

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

“ Moody’s ” means Moody’s Investor Services, Inc., or any successor thereto.

“ New York Business Day ” means a day on which federal funds transactions are carried on in New York City.

“ Obligor ” means a Borrower or a Guarantor.

“ Optional Currency ” means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3 ( Conditions relating to Optional Currencies ).

“ Original Facility Agreement ” means the euro 1.5 billion credit agreement dated 14th April, 2003 between, inter alia , the Company as borrower, ABN AMRO Bank N.V., Banc of America Securities Limited, Citigroup Global Markets Limited, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., Credit Suisse First Boston, Deutsche Bank AG, HVB Banque Luxembourg Société Anonyme, ING Bank N.V. J.P. Morgan PLC and Scotiabank Europe PLC as Mandated Lead Arrangers, ABN AMRO Bank N.V. as Facility Agent, and the financial institutions referred to therein as lenders.

(a)

which is incurred or issued by a single purpose company or other single purpose legal entity (whether or not a Group Company) whose principal assets and business together with the principal assets and business of its wholly-owned Subsidiaries are constituted by that project and whose liabilities in respect of the Borrowing concerned are not directly or indirectly the subject of a guarantee, indemnity or any other form of assurance, undertaking or support from any other Group Company except:

(i)

upstream guarantees given by wholly owned Subsidiaries of that single purpose company (or other single purpose legal entity);

(ii)

Security over (1) the shares or other right of ownership in that company or entity or (2) Borrowings of that company or entity from Group Companies; or

(iii)

as expressly referred to in paragraph (b)(iii) below; or

(b)

in respect of which the person or persons making such Borrowing available to the relevant borrower (whether or not a Group Company) have no recourse whatsoever to any Group Company for the repayment of or payment of any sum relating to such Borrowing other than:

(i)

recourse to the borrower for amounts limited to the aggregate cash flow or net cash flow (other than historic cash flow or historic net cash flow except to the extent that this has funded cash collateral or other collateral that can be used to repay that Borrowing without enforcement action by such person or persons) from such project; and/or

(ii)

recourse to the borrower for the purpose only of enabling amounts to be claimed in respect of that Borrowing in an enforcement of any Security given by the borrower over the assets comprised in the project to secure that Borrowing or any recourse referred to in (iii) below, provided that :

(1)

the extent of such recourse to the borrower is limited solely to the amount of any recoveries made on any such enforcement; and

(2)

such person or persons are not entitled, by virtue of any right or claim arising out of or in connection with such Borrowing, to commence proceedings for the winding up or dissolution of the borrower or to appoint or procure the appointment of any receiver, trustee or similar person or official in respect of the borrower or any of its assets (save for the assets the subject of such Security); and/or

(iii)

recourse to such borrower generally, or directly or indirectly to a Group Company under any form of completion guarantee, assurance or undertaking, which recourse is limited to a claim for damages (other than liquidated damages and damages required to be calculated in a specified way) for breach of an obligation (not being a payment obligation or an obligation to procure payment by another or an obligation to comply or to procure compliance by another with any financial ratios or other test of financial condition) by the person against whom such recourse is available; or

(c)

which the Majority Lenders shall have agreed in writing to treat as a Project Borrowing for the purposes of the Finance Documents.

“ Quotation Day ” means, in relation to any period for which an interest rate is to be determined (other than in respect of a Swingline Advance):

(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 (which for these purposes only shall mean a day on which banks are open for general business in London) before the first day of that period,

unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

“ Reference Banks ” means ABN AMRO Bank N.V. (London Branch), Citibank, N.A. (London Branch) and Deutsche Bank Luxembourg, S.A. and/or such offices of such other banks as may be appointed by the Facility Agent and the Company.

“ Relevant Interbank Market ” means:

(a)

in relation to euro, the European Interbank Market; or

in relation to any other currency, the London Interbank Market.

“ Repeating Representations ” means each of the representations referred to in Clause 19.11(b) ( Times for making representations and warranties ).

“ Rollover Advance ” means one or more Advances (other than Swingline Advances):

(a)

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

(b)

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

(c)

in the same currency as the maturing Advance (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 a Borrower for the purpose of refinancing a maturing Advance previously drawn by such Borrower.

“ S&P ” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc. or any successor thereto.

“ Screen Rate ” means:

(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,

displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Company and the Lenders.

“ Securitisation Transaction ” means any transaction under which Borrowings are raised by any person in circumstances where the creditor(s) in respect of such Borrowings:

(a)

have recourse to receivables or other identified assets or to a loan secured on receivables or such other assets of that person; and

(b)

are special purpose vehicles established for the purpose of issuing securities backed by those receivables and assets or loans.

“ Security ” means any mortgage, charge, assignment by way of security or subject to a proviso for redemption, pledge, hypothecation, lien or other security interest.

“ Specified Preference Shares ” means the special share of forty eight eurocent (euro 0.48) held by the State of The Netherlands and any B preference shares of twenty four eurocent (euro 0.24) that may be issued in the future to the Foundation for the Protection of KPN ( Stichting Bescherming KPN ).

“ Specified Time ” means a time determined in accordance with Schedule 6 ( Timetables ).

“ Subordinated Indebtedness ” means any indebtedness of the Company with terms (in the case of a public issue, standard for the market or, in any other case, acceptable to the Majority Lenders) as to maturity, payment of interest, principal, early repayment events and other rights on default and insolvency, subordinate to those of the Finance Parties under the Finance Documents.

“ Subsidiary ” means an entity from time to time of which another person (and/or one or more of its subsidiaries) either (a) by having beneficial ownership, directly or indirectly of more than 50 per cent. of the issued share capital of such entity; or (b) pursuant to an agreement with other persons, entitled to vote or otherwise, can:

(a)

exercise solely or jointly more than 50 per cent. of the voting rights attached to the issued share capital of such entity at a general meeting of such entity; or

(b)

appoint or dismiss solely or jointly, more than 50 per cent. of the board of directors or of the supervisory board members of such entity, if all persons entitled to vote were to cast their vote.

“ Swingline Advance ” means any advance made or to be made under the Swingline Facility pursuant to a Utilisation Request under Clause 5.5 ( Delivery of a Utilisation Request for a Swingline Advance ).

“ Swingline Agent ” means the Euro Swingline Agent or the Dollar Swingline Agent, as appropriate.

“ Swingline Commitment ” means:

(a)

in relation to an Original Lender which is a Swingline Lender, the amount set opposite its name under the heading “ Swingline Commitment ” in Part 2 of Schedule 1 ( The Swingline Lenders ) and the amount of any other Swingline Commitment transferred to it under this Agreement; and

(b)

in relation to any other Swingline Lender, the amount of any Swingline Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“ Swingline Facility ” means the swingline facility forming part of the Facility as described in Clause 2.1 ( The Facility ).

“ Swingline Lender ” means:

(a)

any Original Lender whose name is set out in Part 2 of Schedule 1 ( The Swingline Lenders ); and

(b)

any bank or financial institution which has become a Party as a Lender in accordance with Clause 23 ( Changes to the Lenders ) and to whom a Swingline Commitment has been transferred,

which in each case has not ceased to have a Swingline Commitment.

“ TARGET ” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system.

“ TARGET Day ” means any day on which TARGET is open for the settlement of payments in euro.

“ Tax ” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“ Termination Date ” means the fifth anniversary of the date of this Agreement.

“ Total Commitments ” means the aggregate of the Commitments, being euro 1,500,000,000 at the date of this Agreement.

“ Total Outstandings ” means the aggregate from time to time of the Outstandings.

“ Total Swingline Commitments ” means the aggregate of the Swingline Commitments, being euro 500,000,000 at the date of this Agreement.

“ Transfer Certificate ” means a certificate substantially in the form set out in Schedule 5 ( Form of Transfer Certificate ) or any other form agreed between the Facility Agent and the Company.

“ Transfer Date ” means, in relation to a transfer, the later of:

(a)

the proposed Transfer Date specified in the Transfer Certificate; and

(b)

the date on which the Facility Agent executes the Transfer Certificate.

“ Unpaid Sum ” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“ Utilisation ” means a utilisation of the Facility.

“ Utilisation Date ” means the date of a Utilisation, being the date on which an Advance is to be made.

“ Utilisation Request ” means a notice substantially in the form set out in Schedule 3 ( Utilisation Request ).

“ VAT ” means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.

“ Verifiable PMP ” means a PMP whose status as such may be determined on the basis of:

(i)

its entry in a public register (including on-line registers available on the internet) of DNB;

(ii)

its rating as provided by a rating agency approved by DNB and as it appears from any public register and/or written statement of such rating agency;

(iii)

its balance sheet, as confirmed by an auditor’s statement showing a value of its assets as per the last day of the preceding calendar year of at least euro 500,000,000 (or such other amount and/or at such other time as may be required pursuant to the Exemption Regulation); or

(iv)

a public register published by a regulator (other than DNB) of a country as referred to in Article 1.e. 11 of the Exemption Regulation exercising prudential supervision over the PMP.

1.2

Construction

(a)

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

(i)

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

(ii)

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

(iii)

“ 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;

(iv)

a “ person ” includes any person, firm, company, corporation, government, state or agency of a state or any association, bank, financial institution, fund, incorporated association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;

(v)

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

(vi)

a provision of law is a reference to that provision as amended or re-enacted; and

(vii)

unless a contrary indication appears, a time of day is a reference to London time.

(b)

Where there is a reference in this Agreement to any amount, limit or threshold specified in euro, in ascertaining whether or not that amount, limit or threshold has been attained, broken or achieved, as the case may be, a non-euro amount shall be counted on the basis of the equivalent in euro of that amount using the Agent’s Spot Rate of Exchange.

(c)

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

(d)

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.

(e)

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

1.3

Currency Symbols and Definitions
“ euro ” denotes the single currency unit of the European Union as constituted by the Treaty of Rome (as amended), “ $ ” and “ dollars ” denote the lawful currency of the United States of America and “ £ ” and “ sterling ” denote the lawful currency of the United Kingdom.

1.4

Third Party Rights
A person who is not a Party has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

2.

  THE FACILITY

2.1

The Facility
Subject to the terms of this Agreement, the Lenders make available to the Borrower a multicurrency revolving credit facility in a maximum aggregate amount of euro 1,500,000,000 (the “ Facility ”), including by way of a sub-limit to the Facility a revolving swingline facility (the “ Swingline Facility ”) available in dollars and euros in a maximum aggregate amount of euro 500,000,000 .

2.2

Lenders’ rights and obligations

(a)

The obligations of each Lender under the Finance Documents are several. Failure by a Lender to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)

The rights of each Lender under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Lender from an Obligor shall be a separate and independent debt.

(c)

A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents provided that if a Lender commences proceedings in respect of any such rights it shall notify the Facility Agent as soon as practicable thereafter and the Facility Agent shall notify the other Lenders accordingly.

2.3

Obligors’ representative

Each Obligor irrevocably authorises the Company to give and receive as representative on its behalf all notices (including Utilisation Requests) and sign all documents in connection with the Finance Documents on its behalf and take such other action as may be necessary or desirable under or in connection with the Finance Documents on its behalf and confirms that it will be bound by any action taken by the Company under or in connection with the Finance Documents.

2.4

Actions of Company

The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by:

(a)

any irregularity (or purported irregularity) in any act done by or any failure (or purported failure) by the Company; or

(b)

the Company acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or

(c)

the failure (or purported failure) by, or inability (or purported inability) of, the Company to inform any Obligor of receipt by it of any notification under a Finance Document

3.

  PURPOSE

3.1

Purpose

Each Borrower shall apply all amounts borrowed by it under the Facility for the purpose of refinancing existing indebtedness of Group Companies, for general corporate purposes and for working capital purposes of the Group.

3.2

Monitoring
No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4.

CONDITIONS OF UTILISATION

4.1

Initial conditions precedent
No Borrower may deliver a Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Schedule 2 Part 1 ( Conditions Precedent ) in form and substance reasonably satisfactory to the Facility Agent. The Facility Agent shall notify the Company and the Lenders promptly upon being so satisfied.

4.2

Further conditions precedent

(a)

The Lenders will only be obliged to comply with Clause 5.4 ( Lenders’ participation ), and the Swingline Lenders will only be obliged to comply with Clause 5.8 ( Swingline Lenders' participation ), if on the date of the Utilisation Request and on the proposed Utilisation Date:

(i)

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

(ii)

the Repeating Representations to be made by each Obligor are true in all material respects,

(b)

An Advance will not be made if it would result in

(i)

the Base Currency Amount of all Advances exceeding the Total Commitments; or

(ii)

the Base Currency Amount of all Swingline Advances exceeding the Total Swingline Commitments.

4.3

Conditions relating to Optional Currencies

(a)

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

(i)

it is a eurocurrency 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 Advance; and

(ii)

it is dollars or sterling or has been approved by the Facility Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Facility Agent of the relevant Utilisation Request for that Loan.

(b)

If the Facility Agent has received a written request from the Company for a currency to be approved under paragraph (a)(ii) above, the Facility Agent will, as soon as reasonably practicable, confirm to the Company:

(i)

whether or not the Lenders have granted their approval; and

(ii)

if approval has been granted, the minimum amount (and, if required, integral multiples) for any subsequent Utilisation in that currency.

4.4

Maximum number of Advances

(a)

A Borrower may not deliver a Utilisation Request if, as a result of the proposed Utilisation, more than 10 Advances (other than Swingline Advances) would be outstanding or, in the case of Swingline Advances if, as a result of the proposed Utilisation, more than 10 Swingline Advances would be outstanding.

(b)

Any Advance made by a single Lender under Clause 6.2 ( Unavailability of a currency ) shall not be taken into account in this Clause 4.4.

5.

UTILISATION

5.1

Delivery of a Utilisation Request
A Borrower may utilise the Facility (other than for the purpose of drawing Swingline Advances, which may be drawn in accordance with Clause 5.5 (Delivery of a Utilisation Request for a Swingline Advance)) by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2

Completion of a Utilisation Request

(a)

Each Utilisation Request delivered to the Facility Agent pursuant to Clause 5.1 ( Delivery of a 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 Advance may be requested in each Utilisation Request delivered to the Facility Agent pursuant to Clause 5.1 ( Delivery of a Utilisation Request ).

5.3

Currency and amount

(a)

The currency specified in a Utilisation Request delivered to the Facility Agent pursuant to Clause 5.1 ( Delivery of a Utilisation Request ) must be the Base Currency or an Optional Currency.

(b)

The amount of the proposed Advance must be an amount which is:

(i)

if the currency selected is the Base Currency, a minimum of euro 25,000,000 (or, if less, the remainder of the Available Facility); or

(ii)

if the currency selected is dollars, a minimum of $25,000,000 (or, as the case may be, an amount whose Base Currency Amount is equal to the remainder of the Available Facility);

(iii)

if the currency selected is sterling, a minimum of £15,000,000 (or, as the case may be, an amount whose Base Currency Amount is equal to the remainder of the Available Facility); or

(iv)

if the currency selected is an Optional Currency (other than dollars or sterling), in such minimum amount as the Facility Agent and the Company may agree.

(c)

The Base Currency Amount of the proposed Advance must be equal to or less than the amount of the Available Facility.

5.4

  Lenders’ participation

(a)

If the conditions set out in this Agreement have been met, each Lender shall, on the relevant Utilisation Date, make its participation in each Advance (not being a Swingline Advance) available through its Facility Office.

(b)

The amount of each Lender's participation in each Advance (not being a Swingline Advance) will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Advance.

(c)

The Facility Agent shall notify each Lender of the amount, currency and the Base Currency Amount of each Advance at the Specified Time.

5.5

Delivery of a Utilisation Request for a Swingline Advance
The Company may utilise the Swingline Facility by delivery (in the case of a Euro Swingline Advance) to the Euro Swingline Agent or (in the case of a Dollar Swingline Advance) to the Dollar Swingline Agent, in each case with a copy to the Facility Agent, of a duly completed Utilisation Request not later than the Specified Time.

5.6

Completion of a Utilisation Request for a Swingline Advance

(a)

Each Utilisation Request delivered pursuant to Clause 5.5 ( Delivery of a Utilisation Request for a Swingline Advance ) is irrevocable and will not be regarded as having been duly completed unless:

(i)

the proposed Utilisation Date is a Business Day (in the case of a Euro Swingline Advance) or a day (other than a Saturday or a Sunday) on which banks are open for general business in New York City (in the case of a Dollar Swingline Advance) within the Availability Period;

(ii)

the currency and amount of the Utilisation comply with Clause 5.7 ( Currency and amount of Swingline Advances ); and

(iii)

the proposed Interest Period complies with Clause 10 ( Interest Periods ).

(b)

Only one Swingline Advance may be requested in each Utilisation Request delivered pursuant to Clause 5.5 ( Delivery of a Utilisation Request for a Swingline Advance ).

5.7

Currency and amount of Swingline Advances

(a)

The currency specified in a Utilisation Request delivered pursuant to Clause 5.5 ( Delivery of a Utilisation Request for a Swingline Advance ) must be euro or dollars.

(b)

The amount of the proposed Swingline Advance must be, in the case of a Euro Swingline Advance, a minimum of euro 10,000,000 or, if less, the Available Swingline Facility or, in the case of a Dollar Swingline Advance, $10,000,000 or, if less, an amount whose Base Currency Amount is equal to the Available Swingline Facility.

(c)

The Base Currency Amount of the proposed Swingline Advance must be equal to or less than the amount of the Available Swingline Facility.

5.8

Swingline Lenders’ participation

(a)

If the conditions set out in this Agreement have been met, each Swingline Lender shall, on the relevant Utilisation Date, make its participation in each Swingline Advance available through its relevant Facility Office.

(b)

The amount of each Swingline Lender’s participation in each Swingline Advance will be equal to the proportion borne by its Available Swingline Commitment to the Available Swingline Facility immediately prior to making the Swingline Advance.

(c)

The relevant Swingline Agent shall notify each relevant Swingline Lender of the amount, currency and the Base Currency Amount of each Swingline Advance at the Specified Time and shall promptly notify the Facility Agent of each Swingline Advance made under the Swingline Facility.

5.9

Automatic Advance

(a)

In the event that the Company does not repay a Swingline Advance in full on the last day of its Interest Period, on the Business Day immediately following such day, the Company shall, unless all the Lenders (including, for the avoidance of doubt, the Swingline Lenders) agree otherwise, be deemed to have served a Utilisation Request for an Advance (not being a Swingline Advance) in the amount and currency of such Swingline Advance and with an Interest Period of 1 week and such Advance shall be made in accordance with Clause 5.4 ( Lenders’ participation ) and the proceeds thereof applied in repayment of the said Swingline Advance.

(b)

Clause 4.2(a) ( Further conditions precedent ) shall not apply to any Advance to which this Clause 5.9 refers.

5.10

Use of Swingline Advance

The Company may not use the proceeds of any Swingline Advance to repay, in whole or in part, any other Swingline Advance. The proceeds of any non-Swingline Advance (other than an Advance requested before the date of a Swingline Advance) made hereunder shall first be applied in repayment of any Swingline Advance (together with any accrued interest thereon), and the Facility Agent shall pay such portion of any such Advance to be made hereunder to the Swingline Lenders as is necessary to repay each outstanding Swingline Advance (together with any accrued interest thereon).

5.11

Relationship with Facility

(a)

This Clause applies when a Swingline Advance is outstanding or is to be borrowed.

(b)

The Swingline Facility is not independent of the Facility.

(c)

Notwithstanding any other term of this Agreement a Lender is only obliged to participate in an Advance to the extent that it would not result in its share in the Base Currency Amounts of all Advances and that of a Lender which is its Affiliate exceeding its Overall Commitment.

(d)

For this purpose, “ Overall Commitment ” of a Lender means:

(i)

its Commitment; or

(ii)

in the case of a Swingline Lender which does not have a Commitment, the Commitment of a Lender which is its Affiliate.

(e)

Where, but for the operation of paragraph (c) above, a Lender’s share in the Advances and that of a Lender which is its Affiliate would have exceeded its Overall Commitment, the excess will be apportioned among the other Lenders participating in the relevant Advance pro rata according to their relevant Commitments. This calculation will be applied as often as necessary until the Advance is apportioned among the relevant Lenders in a manner consistent with paragraph (c) above.

(f)

The Swingline Commitments must not at any time exceed the Commitments and, if necessary, the Swingline Commitments will be automatically reduced to achieve this.

5.12

Conditions of assignment or transfer

Notwithstanding any other term of this Agreement, each Lender must ensure that at all times its Overall Commitment is not less than:

(a)

its Swingline Commitment; or

(b)

if it does not have a Swingline Commitment, the Swingline Commitment of a Lender which is its Affiliate.

5.13

Affiliate Facility Offices

(a)

A Lender (the “ Primary Lender ”) may fulfil its obligations to participate in or make any Advance to any Borrower in a particular country through an Affiliate of that Primary Lender if:

(i)

such Affiliate is specified in this Agreement as a Lender by appearing under the name of the Primary Lender in Schedule 1 and executing this Agreement; or

(ii)

such Affiliate becomes a Lender by means of executing a Transfer Certificate.

(b)

An Affiliate of a Primary Lender referred to in this Clause 5.13 shall not have any Commitment or Swingline Commitment, but the Commitment and/or Swingline Commitment of the relevant Primary Lender shall be reduced to the extent of the Base Currency Amounts of Advances (or Swingline Advances) made available by that Affiliate. Accordingly, the Primary Lender and the relevant Affiliate shall be treated as having a single Commitment and (if applicable) Swingline Commitment and a single vote but for all other purposes shall be treated as separate Lenders.

(c) 

 A Lender which has an Affiliate appearing under its name in Schedule 1 and executing this Agreement (or, as the case may be, appearing in a Transfer Certificate) will remain liable for the relevant obligations under the Finance Documents in the event that the Affiliate fails to perform them. 

6.

OPTIONAL CURRENCIES

6.1

Selection of currency

A Borrower (or the Company on behalf of a Borrower) shall select the currency of an Advance in a Utilisation Request.

6.2

Unavailability of a currency

If before the Specified Time on any Quotation Day:

(a)

the Facility Agent has received notice from a Lender that it is impracticable for that Lender to fund its participation in the relevant Advance in the proposed Optional Currency during its Interest Period in the ordinary course of business in the European Interbank Market; or

(b)

a Lender notifies the Facility Agent that compliance with its obligation to participate in an Advance in the proposed Optional Currency (other than dollars) would contravene a law or regulation applicable to it,

the Facility Agent will give notice to the relevant Borrower to that effect by the Specified Time on that day. In this event, any Lender that gives notice pursuant to this Clause 6.2 will be required to participate in the Advance in the Base Currency (in an amount equal to that Lender’s proportion of the Base Currency Amount or, in respect of a Rollover Advance, an amount equal to that Lender’s proportion of the Base Currency Amount of the maturing Advance that is due to be repaid) and its participation will be treated as a separate Advance denominated in the Base Currency during that Interest Period.

6.3

Participation in an Advance

Each Lender’s participation in an Advance (other than a Swingline Advance) will be determined in accordance with paragraph (b) of Clause 5.4 ( Lenders’ participation ) or, in the case of a Swingline Advance, in accordance with paragraph (b) of Clause 5.8 ( Swingline Lenders’ participation ).

6.4

Notification

The Facility Agent shall notify the Lenders and the Company of Optional Currency amounts (and the applicable Agent’s Spot Rate of Exchange) promptly after they are ascertained.

7.

REPAYMENT

Each Borrower which has drawn an Advance shall repay that Advance on the last day of its Interest Period.

8.

PREPAYMENT AND CANCELLATION

8.1

Illegality

If it becomes unlawful in any jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund its participation in any Advance:

(a)

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

(b)

upon the Facility Agent notifying the Company, the Commitment of that Lender will be immediately cancelled; and

(c)

each Borrower shall , to the extent required and within the applicable grace period permitted by law or if no such period is allowed, immediately, repay that Lender’s participation in the Advances made to that Borrower on the last day of the Interest Period for each Advance occurring after the Facility Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent.

8.2

Mandatory Prepayment on Change of Control

(a)

If at any time any single person or group of persons acting in concert (other than, directly or indirectly, the State of The Netherlands) acquires control of the Company or acquires more than 50 per cent. of the equity share capital of the Company, then the Company will promptly upon becoming aware thereof notify the Facility Agent who shall inform the Lenders thereof. For this purpose, “ control ” means the power to appoint or dismiss the management and the supervisory board of the relevant entity, whether through the ownership of voting capital, the provisions of the constitutional documents of the entity or otherwise, and “ acting in concert ” means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly, of shares in the Company, to obtain or consolidate control of the Company.

(b)

The Facility Agent will, if instructed to do so by the Majority Lenders, by notice to the Company given no earlier than 30 days and no later than 60 days after the notification under paragraph (a) above:

(i)

call for prepayment of all Advances on such date as it may specify in such notice (being no earlier than five Business Days after the date of such notice) whereupon all the Advances will become due and payable on such date together with Break Costs (as notified to the Company by the Facility Agent); and

(ii)

declare that the Total Commitments shall be cancelled, whereupon the Total Commitments shall be cancelled and the Commitment of each Lender shall be cancelled and reduced to zero.

8.3

Voluntary cancellation

The Company may, if it gives the Facility Agent not less than 3 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of euro 25,000,000) of the Available Facility. Any cancellation in part under this Clause 8.3 will be applied against the Commitment of each Lender pro rata.

8.4

Voluntary Prepayment

The Borrower to which an Advance has been made may, if it gives the Facility Agent not less than 3 Business Days’ (in the case of any Advance other than a Swingline Advance) or 1 day’s (in the case of any Swingline Advance) or, such shorter period as the Majority Lenders may agree, prior notice, prepay the whole or (other than in the case of a Swingline Advance) any part of an Advance (but if in part, being an amount that reduces the Base Currency Amount of the Advance by a minimum amount of euro 25,000,000). Any prepayment in part under this Clause 8.4 will be applied against the participations of each Lender in the relevant Advance pro rata.

8.5

Right of repayment and cancellation in relation to a single Lender

(a)

If:

(i)

any sum payable to any Lender by an Obligor is required to be increased under Clause 13 ( Tax Gross-up ); or

(ii)

any Lender claims indemnification from the Company under Clause 14.1 ( Increased costs ),

the Company may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Advances.

(b)

On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

(c)

On the last day of each Interest Period in respect of an Advance which ends after the Company has given notice under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which an Advance is outstanding shall repay that Lender’s participation in that Advance.

8.6

Restrictions

(a)

Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of 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 a 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 Advances or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e) 

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

(f) 

If the Facility Agent receives a notice under this Clause 8 it shall promptly notify either the Company or the affected Lender, as appropriate.

9.

  INTEREST

9.1

Calculation of interest

(a)

The rate of interest on each Advance (other than a Swingline Advance) for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(i)

Margin;

(ii)

LIBOR or, in relation to any Advance in euro, EURIBOR; and

(iii)

Mandatory Cost, if any.

(b)

The rate of interest on each Swingline Advance for each Interest Period shall accrue from day to day and is the percentage rate per annum determined by the Euro Swingline Agent (in the case of any Euro Swingline Advance) to be the Euro Swingline Rate or by the Dollar Swingline Agent (in the case of any Dollar Swingline Advance) to be the Dollar Swingline Rate.

9.2

Payment of interest

The Borrower to which an Advance has been made shall pay accrued interest on that Advance on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest Period).

9.3

Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate 1.00 per cent. higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted an Advance in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). Any interest accruing under this Clause 9.3 shall be immediately payable by the Borrower on demand by the Facility Agent. 

(b)

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

9.4

Notification of rates of interest

The Facility Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

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 an Advance in the Utilisation Request for that Advance.

(b)

Subject to this Clause 10, a Borrower (or the Company) may select an Interest Period of:

(i)

in relation to any Advance (other than a Swingline Advance), 1, 2, 3 or 6 Months or any period longer than 6 Months agreed between the Company and the Facility Agent (acting on the instructions of all the Lenders) or any period shorter than 6 Months agreed between the Company and the Facility Agent or ending on the Termination Date; or

(ii)

in relation to any Swingline Advance, a period not exceeding seven Business Days.

(c)

An Interest Period for an Advance shall not extend beyond, as applicable, the Termination Date relating to the Lenders participating in that Advance.

(d)

Each Interest Period for an Advance shall start on the Utilisation Date.

(e)

Each Advance has one Interest Period only.

10.2

Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

11.

CHANGES TO THE CALCULATION OF INTEREST

11.1

Absence of quotations

Subject to Clause 11.2 ( Market disruption ), if LIBOR or EURIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR or EURIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

11.2

Market disruption

(a)

If a Market Disruption Event occurs in relation to an Advance (other than a Swingline Advance) for any Interest Period, then the rate of interest on each Lender's share of that Advance for the Interest Period shall be the rate per annum which is the sum of:

(i)

the Margin;

(ii)

the rate notified to the Facility Agent by that Lender as soon as practicable and in any event 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 that Lender of funding its participation in that Advance from whatever source it may reasonably select with a view to providing funding at the lowest reasonably practicable rate; and

(iii)

the Mandatory Cost, if any, applicable to that Lender's participation in the Advance.

(b)

In this Agreement 1“ Market Disruption Event ”means in relation to an Advance (not being a Swingline Advance):

(i)

at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine LIBOR or, if applicable, EURIBOR for the relevant currency and period; or

(ii)

the Facility Agent (after consultation with the Reference Banks) shall have determined (which determination shall be conclusive and binding upon all Parties) that by reason of circumstances affecting the Relevant Interbank Market generally, adequate and fair means do not exist for ascertaining EURIBOR or, as the case may be, LIBOR applicable to an Advance for the relevant Interest Period or EURIBOR or, as the case may be, LIBOR does not adequately represent the cost of funding to the Lenders,

provided that the Company and the Lenders (through the Facility Agent) may agree that, if not already drawn, the Advances concerned shall not be borrowed (subject to the provisions of paragraph (c) of Clause 15.2 ( Other Indemnities ).

11.3

Alternative basis of interest or funding

(a)

If a Market Disruption Event occurs and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower 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, with the prior consent of all the Lenders and the Company, be binding on all Parties.

11.4

Break Costs

(a)   

Each Borrower shall, within 5 Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of an Advance or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Advance or Unpaid Sum.

(b)

Any demand made by a Finance Party pursuant to paragraph (a) above shall be accompanied by a certificate confirming the amount of its Break Costs for the relevant Interest Period.

12.

FEES

12.1

Commitment fee

(a)

The Company shall pay to the Facility Agent (for the account of each Lender) a fee in the Base Currency on that Lender's Available Commitment for the Availability Period, at the rate per annum for each day of each relevant period referred to in paragraph (b) below which is equal to 32.5 per cent. of the Margin applicable at such time (as computed in accordance with Schedule 4 ( The Margin )). Any change in the Commitment Fee shall take effect 5 days after the change in the Company's Credit Rating.

(b)

The accrued commitment fee is payable on the last day of each successive period of three Months commencing from the date of this Agreement and on the last day of the

Availability Period applicable to a Lender and on the cancelled amount of the relevant Lender's Commitment at the time the cancellation is effective.

12.2

Utilisation Fee

(a)

The Company shall pay to the Facility Agent (for the account of the Lenders pro rata to their Outstandings) a utilisation fee computed at the rate of 0.05 per cent. per annum on the Total Outstandings for each day that the Total Outstandings are in an amount exceeding 50 per cent. of the Total Commitments.

(b)

The accrued utilisation fee is payable on the last day of each successive period of three Months commencing from the date of this Agreement and on the Termination Date.

12.3

Arrangement Fee

The Company shall pay to the Mandated Lead Arrangers fees in the amounts and at the times agreed in a Fee Letter.

12.4

Agency fees

(a)

The Company shall pay to the Facility Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

(b)

The Company shall pay to the Euro Swingline Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

(c)

The Company shall pay to the Dollar Swingline Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

13.

TAX GROSS UP

13.1

Gross-up

(a)

All payments by an Obligor under the Finance Documents shall be made free and clear of and without deduction for or on account of any taxes, except to the extent that the Obligor is required by law to make payment subject to any tax, or amount in respect of tax (“ applicable tax ”). If any applicable tax must be deducted from any amounts payable or paid by an Obligor, or paid or payable by the Facility Agent to a Lender, under the Finance Documents, then the relevant Obligor shall pay such additional amounts as may be necessary to ensure that the relevant Lender receives and retains free of any liability a net amount equal to the full amount which it would have received had payment not been made subject to applicable tax.

(b)

An Obligor is not obliged to pay any additional amount under paragraph (a) above in respect of any deduction which has occurred solely as a result of a change in Facility Office or other transfer by the Lender concerned and arises on the date of such change or transfer.

(c)

The Lender shall, at the written request of an Obligor, co-operate with the Obligor and use its best efforts to complete any declaration, claim, exemption or other form (or provide other evidence of eligibility) necessary for the Obligor to obtain authorisation to make payments without a tax deduction.

13.2

Tax receipts

All taxes required by law to be deducted or withheld by an Obligor from any amounts paid or payable under the Finance Documents shall be paid in full by the relevant Obligor when due and the Obligor shall, within 15 days of the payment being made, deliver to the Facility Agent for the relevant Lender evidence satisfactory to that Lender (including copies of all relevant tax receipts) that the payment has been duly remitted to the appropriate authority.

13.3

Tax Credit

(a)

If an Obligor makes a payment pursuant to Clause 13.1 ( Gross-up ) for the account of any Lender and such Lender has received or been granted a credit against, or relief or remission or repayment of, any tax paid or payable by it (a “ Tax Credit” ) which is attributable to that payment or the corresponding payment under the Finance Document such Lender shall, to the extent that it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Obligor such amount as the Lender shall have reasonably determined to be attributable to such payments and which will leave the Lender (after such payment) in no better or worse position than it would have been if the Obligor had not been required to make any deduction or withholding.

(b)

Nothing in this Clause 13.3 shall interfere with the right of a Lender to arrange its tax affairs in whatever manner it thinks fit and without limiting the foregoing no Lender shall be under any obligation to claim a Tax Credit or to claim a Tax Credit in priority to any other claims, relief, credit or deduction available to it. No Lender shall be

obliged to disclose any information relating to its tax affairs or any computations in respect thereof.

13.4

Stamp taxes

The relevant Obligor shall pay and, promptly on demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

13.5

Value added tax

(a)
  

All consideration payable under a Finance Document by an Obligor to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is chargeable, the relevant Obligor shall pay to the Finance Party (in a