2. The Facilities - Loan Market Association

|For the avoidance of doubt, this document is in a non-binding, |
|recommended form. Its intention is to be used as a starting point |
|for negotiation only. Individual parties are free to depart from |
|its terms and should always satisfy themselves of the regulatory |
|implications of its use. |
| |
|SENIOR MULTICURRENCY TERM AND REVOLVING FACILITIES AGREEMENT |
|FOR LEVERAGED ACQUISITION FINANCE TRANSACTIONS |
|(SENIOR/MEZZANINE) |
|[pic] |
|[amount in numbers] |
|SENIOR FACILITIES AGREEMENT |
|dated [ ] |
|for |
|[NAME OF PRINCIPAL COMPANY] |
|arranged by |
|[NAME[s] OF mandated lead ARRANGER[S]] |
|as Mandated Lead Arranger[s] |
|with |
|[NAME OF AGENT] |
|acting as Agent |
|[NAME OF issuing bank] |
|acting as Issuing Bank |
|and |
|[NAME OF SECURITY AGENT] |
|acting as Security Agent |
| |
|The Loan Market Association ("LMA") consents to the use and |
|reproduction of this document by members of the Loan Market |
|Association for the preparation and documentation of agreements |
|relating to transactions or potential transactions in the loan |
|markets. This document may be reproduced and distributed to |
|non-members of the Loan Market Association in hard copy only. The |
|LMA does not consent to the use, reproduction, distribution or |
|communication to the public of this document for any other purpose,|
|in any other manner or by any other person and expressly reserves |
|all other rights. |
| |
|© Loan Market Association. All rights reserved. |

|CONTENTS |
|Clause |Page |


1. Definitions and Interpretation 2
2. The Facilities 56
3. Purpose 60
4. Conditions of Utilisation 60
5. Utilisation - Loans 64
6. Utilisation - Letters of Credit 66
7. Letters of Credit 71
8. Optional Currencies 77
9. Ancillary Facilities 77
10. [Establishment of Incremental Facilities 83
11. Repayment 93
12. Illegality, Voluntary Prepayment and Cancellation 100
13. Mandatory Prepayment and Cancellation 103
14. Restrictions 108
15. Interest 111
16. Interest Periods 112
17. Changes to the Calculation of Interest 114
18. Fees 118
19. Tax Gross Up and Indemnities 121
20. Increased Costs 132
21. Other Indemnities 134
22. Mitigation by the Lenders 136
23. Costs and Expenses 137
24. Guarantee and Indemnity 139
25. Representations 143
26. Information Undertakings 154
27. Financial Covenants 160
28. General Undertakings 171
29. Events of Default 185
30. Changes to the Lenders 192
31. [Restriction on Debt Purchase Transactions 199
32. Changes to the Obligors 205
33. Role of the Agent, the Arranger, the Issuing Bank and Others 210
34. Conduct of Business by the Finance Parties 222
35. Sharing among the Finance Parties 222
36. Payment Mechanics 224
37. Set-Off 229
38. Notices 229
39. Calculations and Certificates 232
40. Partial Invalidity 232
41. Remedies and Waivers 233
42. Amendments and Waivers 233
43. Confidential Information 244
44. Confidentiality of Funding Rates [and Reference Bank Quotations]
249
45. Disclosure of Lender details by Agent 251
46. Counterparts 252
47. Governing Law 253
48. Enforcement 253

Schedule 1 The Original Parties 255
Part I The Original Obligors 255
Part II The Original Lenders [- other than UK Non-Bank Lenders] 256
Part III [The Original Lenders - UK Non-Bank Lenders] 257
Part IV [The Original Hedge Counterparties] 258

Schedule 2 Conditions Precedent 259
Part IA Conditions precedent to signing of the Agreement 259
Part IB Conditions precedent to initial Utilisation 264
Part II Conditions precedent required to be delivered by an Additional
Obligor 269
Part III Transaction Security Documents and security related documents
to be delivered by Additional Obligors 271

Schedule 3 Requests and Notices 272
Part IA Utilisation Request Loans 272
Part IB Utilisation Request Letters of Credit 274
Part II Selection Notice 276

Schedule 4 [Mandatory Cost formula] 278

Schedule 5 Form of Transfer Certificate 279

Schedule 6 Form of Assignment Agreement 283

Schedule 7 Form of Accession Deed 287

Schedule 8 Form of Resignation Letter 291

Schedule 9 Form of Compliance Certificate 293

Schedule 10 LMA Form of Confidentiality Undertaking 295

Schedule 11 Timetables 296
Part I Loans 296
Part II Letters of Credit 298

Schedule 12 Form of Letter of Credit 299

Schedule 13 Material Companies 303

Schedule 14 Agreed Security Principles 304

Schedule 15 Form of Increase Confirmation 306

Schedule 16 Forms of Notifiable Debt Purchase Transaction Notice 310
Part I Form of Notice on Entering into Notifiable Debt Purchase
Transaction 310
Part II Form of Notice on Termination of Notifiable Debt Purchase
Transaction / Notifiable Debt Purchase Transaction ceasing to be
with Sponsor Affiliate 311

Schedule 17 [Other Benchmarks] 312

Schedule 18 [Form of Incremental Facility Notice] 314

Schedule 19 [Form of Incremental Facility Lender Certificate] 320
THIS AGREEMENT is dated [ ] and made between:

1) [ ] (the "Parent");

2) THE SUBSIDIARIES of the Parent listed in Part I of Schedule 1 (The
Original Parties) as original borrowers (the "Original Borrowers");

3) THE SUBSIDIARIES of the Parent listed in Part I of Schedule 1 (The
Original Parties) as original guarantors (together with the Parent,
the "Original Guarantors");

4) [ ] [and [ ]] as mandated
lead arranger[s] ([whether acting individually or together] the
"Arranger");

5) THE FINANCIAL INSTITUTIONS listed in Part II and Part III of Schedule
1 (The Original Parties) as lenders (the "Original Lenders");

[(6) [THE ENTITIES listed in Part IV of Schedule 1 (The Original Parties)
as hedge counterparties (the "Original Hedge Counterparties");][1]

[(6)]/[(7)] [ ] as agent of the [other Finance
Parties] (the "Agent")[2];

[(7)]/[(8)] [ ] as security trustee for the Secured
Parties (the "Security Agent")[3]; and

[(8)]/[(9)] [ ] [and [ ]] (the
"Original Issuing Bank[s]").

IT IS AGREED as follows:

SECTION 1
INTERPRETATION


Definitions and Interpretation


1 Definitions

In this Agreement:

"Acceptable Bank" means:

a) a bank or financial institution which has a rating for its long-
term unsecured and non credit-enhanced debt obligations of [ ]
or higher by Standard & Poor's Rating Services or Fitch Ratings
Ltd or [ ] or higher by Moody's Investors Service Limited or a
comparable rating from an internationally recognised credit
rating agency; or

b) any other bank or financial institution approved by the Agent.

"Accession Deed" means a document substantially in the form set out in
Schedule 7 (Form of Accession Deed).

"Accountants' Report" means the report by [ ] dated
[ ] relating to [the Target and its Subsidiaries and the
Target Assets] and addressed to, and/or capable of being relied upon,
by the Reliance Parties.

"Accounting Principles" means [generally accepted accounting principles
in [ ][, including IFRS]]/ [IFRS].

"Accounting Reference Date" means [ ].

"Acquisition" means the acquisition by the Company of the [Target
Shares] [[and] the Target Assets] on the terms of the Acquisition
Documents.

"Acquisition Agreement" means the [ ] agreement dated
[ ] relating to the sale and purchase of [the Target Shares]
[[and] the Target Assets] and made between [the Company and the
Vendor].

"Acquisition Costs" means all fees, costs and expenses, stamp,
registration and other Taxes incurred by the Company or any other
member of the Group in connection with the Acquisition or the
Transaction Documents.

"Acquisition Documents" means the Acquisition Agreement [, the
Disclosure Letter], [ ], [ ] and any other document