Full name: Facility agreement. Drafting note at 2-202-3254.

DATED

------------

FACILITY AGREEMENT

between

BORROWER

and

LENDER
CONTENTS
CLAUSE
1. Definitions and interpretation 1
2. The Facility 12
3. Purpose 12
4. Conditions precedent 12
5. Drawdown 13
6. Interest 13
7. Default interest 15
8. Repayment, prepayment and cancellation 15
9. Payments 16
10. Fees, charges and expenses 17
11. Additional payment obligations 18
12. Representations and warranties 18
13. Covenants 18
14. Events of default 18
15. Assignment and transfer 19
16. Confidentiality 20
17. Set-off 21
18. Calculations, accounts and certificates 22
19. Remedies, waivers, amendments and consents 22
20. Severance 23
21. Counterparts 23
22. Third party rights 23
23. Notices 23
24. Governing law and jurisdiction 24

SCHEDULE

SCHEDULE 1 CONDITIONS PRECEDENT 25

1. Constitutional documents, resolutions and certificates 25
2. Finance Documents 25
3. Financial 26
4. Legal opinion 26
5. Other documents and evidence 26

SCHEDULE 2 DRAWDOWN REQUEST AND SELECTION NOTICE 27

Part 1. Drawdown Request 27

Part 2. Selection Notice 28

SCHEDULE 3 CALCULATION OF MANDATORY COSTS 29

1. Alternative requirements 29
2. Calculation of cost 29
SCHEDULE 4 REPAYMENT, PREPAYMENT AND CANCELLATION 30
1. Repayment 30
2. Voluntary Prepayment 30
3. Voluntary Cancellation 30
4. Tax and Increased Cost Prepayment31
5. Illegality31
6. Change of control32
7. Application of partial prepayments 32
8. Repayment, Prepayment and Cancellation General Provisions 32

SCHEDULE 5 ADDITIONAL PAYMENT OBLIGATIONS 34

Part 1. Taxes 34
1. Tax gross-up 34
2. Tax indemnity 34
3. Tax Credit 35
4. Stamp taxes 35
5. Value added tax 35

Part 2. Increased costs 36

1. Increased costs 36
2. Increased cost claims 36
3. Exceptions 36

Part 3. Indemnities 37
1. Indemnities 37

Part 4. Mitigation 38
1. Mitigation 38

SCHEDULE 6 REPRESENTATIONS AND WARRANTIES 39

1. Due incorporation 39
2. Powers 39
3. Non-contravention 39
4. Authorisations 39
5. Binding obligations 39
6. Registration 40
7. [Choice of law 40
8. [Deduction of tax 40
9. No default 40
10. Information 40
11. Financial statements 41
12. No material adverse change 41
13. No Litigation 41
14. No breach of law 41
15. Pari Passu 42
16. Ownership of assets 42
17. [Centre of main interests and establishments 42

SCHEDULE 7 COVENANTS 43
Part 1. General covenants 43
1. Negative pledge 43
2. Disposals 43
3. Borrowings 43
4. Notification of default 43
5. Tax Affairs 44
6. Ranking of obligations 44
7. Authorisations 44
8. Compliance with law 44
9. Merger 44
10. Change of business 45
11. Financial statements 45
12. Compliance certificate 45
13. Certification of financial statements 45
14. Financial statements requirements 45
15. Change in accounting practices 46
16. Further information 46
17. Know your customer 46
18. Website publication 47

Part 2. Financial covenants 48

1. Financial covenants 48
2. Applicable periods 49
3. Applicable financial statements 49
4. Lender's right to investigate 49
5. Calculations 49
6. Disputes 49

SCHEDULE 8 EVENTS OF DEFAULT 51

1. Non-payment 51
2. Non-compliance 51
3. Misrepresentation51
4. Financial condition 51
5. Cessation of business 51
6. Cross-default 51
7. Insolvency 52
8. Creditors' process 53
9. Enforcement of security 53
10. Illegality53
11. Repudiation 53
12. Material adverse change 53

Schedule 9 Form of Compliance Certificate 54

THIS AGREEMENT is dated [DATE]

PARTIES

(1) [FULL COMPANY NAME] incorporated and registered in England and Wales with
company number [NUMBER] whose registered office is at [REGISTERED OFFICE
ADDRESS] (Borrower).

(2) [FULL COMPANY NAME] incorporated and registered in England and Wales with
company number [NUMBER] whose registered office is at [REGISTERED OFFICE
ADDRESS] (Lender).

BACKGROUND
The Lender has agreed to provide the Borrower with a secured term loan facility of £
[AMOUNT].
AGREED TERMS

1. DEFINITIONS AND INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Affiliate: in relation to any person, a subsidiary of that person or a holding company
of that person or any other subsidiary of that holding company.
Available Facility: the Commitment less any outstanding Loans.
Availability Period: the period from and including the date of this agreement to and
including [DATE].
Basel III
(a) the agreements on capital requirements, a leverage ratio and liquidity
standards contained in:
(i) Basel III: A global regulatory framework for more resilient banks
and banking systems;
(ii) Basel III: International framework for liquidity risk measurement,
standards and monitoring; and
(iii) Guidance for national authorities operating the countercyclical
capital buffer,
published by the Basel Committee on Banking Supervision in December
2010, each as amended, supplemented or restated; and

(b) any further guidance or standards published by the Basel Committee on

Banking Supervision relating to Basel III.
Borrowed Money: any Indebtedness for or in respect of:

1
 (a) borrowing or raising money, including any premium and any capitalised
interest on that money;
(b) any bond, note, loan stock, debenture, commercial paper or similar
instrument;
(c) any acceptance credit facility or dematerialised equivalent or bill-
discounting, note purchase or documentary credit facilities;
(d) monies raised by selling, assigning or discounting receivables or other
financial assets on terms that recourse may be had to the Borrower in the
event of non-payment of such receivables or financial assets when due;
(e) any deferred payments for assets or services acquired, other than trade credit
that is given in the ordinary course of trading and which does not involve
any deferred payment of any amount for more than 60 days;
(f) any rental or hire charges under any Finance Leases (whether for land,
machinery, equipment or otherwise);
(g) any counter-indemnity obligation in respect of any guarantees, bonds,
standby letters of credit or other instruments issued by a third party in
connection with the Borrower's performance of contracts;
(h) any other transaction that has the commercial effect of borrowing (including
any forward sale or purchase agreement and any liabilities which are not
shown as borrowed money on the Borrower's balance sheet because they are
contingent, conditional or otherwise);
(i) any derivative transaction entered into in connection with protection against
or benefit from fluctuation in any rate or price (and when calculating the
value of any derivative transaction, only the marked to market value shall be
taken into account); and
(j) any guarantee, counter-indemnity or other assurances against financial loss
that the Borrower has given for any Indebtedness of the type referred to in
paragraphs (a) to (i) of this definition incurred by any person.
When calculating Borrowed Money, no liability shall be taken into account more than
once.
Business Day: a day (other than a Saturday or a Sunday) on which commercial banks
are open for general business in London and deposits are dealt with on the London
Interbank Market.
Cash flow: in respect of any relevant period, PBIT for that period, adjusted as
follows:
(a) adding back depreciation charged on fixed assets;
(b) adding back any other non-cash charges and deducting any other non-cash
income to the extent that these are already taken into account in PBIT;
(c) deducting any profit, or adding back any loss, from the disposal of fixed
assets, to the extent that this is already taken into account in PBIT;

2
 (d) adding any increase, or deducting any decrease in Current Liabilities;
(e) adding any decrease, or deducting any increase in Current Assets;
(f) adding the proceeds of the disposal of any fixed assets;
(g) adding the proceeds of any shares issued by the Borrower;
(h) adding any Tax rebate payments received;
(i) deducting Tax paid or due and payable;
(j) deducting all capital expenditure amounts paid, excluding those amounts
funded under Finance Leases;
(k) deducting any amount spent on buying share capital in any third party;
(l) deducting all amounts paid towards any loans made to any third party;
(m) deducting any exceptional or extraordinary expenditure and adding any
exceptional or extraordinary receipts; and
(n) adding the proceeds of any subscription for shares or other subordinated
loan capital in the capital of, or issued by, the Borrower to the extent that
such proceeds are received in cash by the Borrower in the relevant period,
but without double counting in any case.
Change of Control: [a situation where:
(a) any person, or group of connected persons not having control (as defined in
sections 450 and 451 of the Corporation Tax Act 2010) of the Borrower on
the date of this agreement acquires control of the Borrower; or
(b) any shareholder of the Borrower who owns more than [PERCENTAGE]%
of the issued ordinary share capital of the Borrower on the date of this
agreement transfers (whether by a single transfer or a series of transfers at
different times) shares constituting, in aggregate, [PERCENTAGE]% or
more in nominal value of the Borrower's issued ordinary share capital
without the Lender's prior written consent.]
Commitment: the principal amount of the Facility set out in clause 2, to the extent
not cancelled or reduced under this agreement.
Compliance Certificate: a certificate substantially in the form set out in Schedule 9.
Confidentiality Undertaking: a confidentiality undertaking in the form agreed by
the Borrower and the Lender.
Current Assets: the total value, at any time, of the assets that are treated as current
assets under GAAP.
Current Liabilities: the total value, at any time, of the liabilities that are treated as
current liabilities under GAAP.
Debenture: the debenture in the agreed form executed, or to be executed, by the
Borrower.
Debt Service: the total of the following items in any relevant period:

3
 (a) Total Interest paid;
(b) Distributions declared or paid during that period;
(c) repayment of Borrowed Money made or due during that period;
(d) the amount paid by the Borrower to redeem any of its shares during that
period; and
(e) capital payments paid or due to be paid by the Borrower under Finance
Leases.
Default Interest Period: each period of days the Lender selects under clause 7.2 to
calculate interest on Unpaid Amounts.
Designated Website: the electronic website designated by the Borrower by
notification to the Lender for the purpose of supplying information and documents in
compliance with Schedule 7 and any other website so designated by the Borrower in
substitution for any previously designated website.
Disruption Event: either or both of:
(a) an event (not caused by, and outside the control of, either party) that
materially disrupts the systems for payment or communication or the
financial markets needed, in each case, to enable either payment to be made
or transactions to be carried out under the Finance Documents; or
(b) any other event (not caused by, and outside the control of, the party whose
operations are disrupted) occurs, that results in disruption (of a technical or
systems-related nature) to the treasury or payments operations of a party and
which prevents either or both parties from:
(i) performing its payment obligations under the Finance Documents;
or
(ii) communicating with the other party as required by the terms of the
Finance Documents.
Distribution: has the meaning given in section 829 of the Companies Act 2006.
Drawdown Date: the date on which a Loan is made, or is to be made.
Drawdown Request: a drawdown request, substantially in the form set out in Part 1
of Schedule 2.
Eligible Liabilities: as defined by the Bank of England Act 1998 or the Bank of
England (as appropriate) on the day the formula to determine Mandatory Costs is
applied.
Event of Default: any event or circumstance listed in Schedule 8.
Facility: the term loan facility made available under this agreement.
Facility Office: the Lender's office for the purpose of this agreement, as specified
against its name at the head of this agreement, or such other office as it may elect
pursuant to clause 15.5.

4
Fee Tariffs: the fee tariffs specified in the Fees Rules under activity group A.1
Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to
the Fees Rules but taking into account any applicable discount rate).
Fees Rules: the rules (contained in the Financial Services Authority Fees Manual or
such other law or regulation as may be in force from time to time) on periodic fees
payable for the acceptance of deposits.
Finance Document: this agreement, the Debenture, any Hedging Agreement, any
Drawdown Request, any Selection Notice and any other document designated as such
by the Lender and the Borrower.
Finance Lease: any lease, hire agreement, credit-sale agreement, hire-purchase
agreement, conditional sale agreement or instalment sale and purchase agreement
relating to land, machinery, equipment or any other asset which should be treated as,
or in the same way as, a finance or capital lease under GAAP.
GAAP: UK generally accepted accounting principles.
Hedging Agreement: any agreement in the agreed form that the Borrower enters into
with the Lender for the purpose of hedging interest rate risk in respect of the Facility.
IFRS: international accounting standards within the meaning of the IAS Regulation
1606/2002 to the extent applicable to the relevant financial statements.
Increased Costs: any:
(a) reduction in the rate of return from the Facility or on the overall capital of
the Lender or its Affiliates;
(b) additional or increased cost; or
(c) 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 the Lender
funding or performing its obligations under any Finance Document.
Indebtedness: any obligation to pay or repay money, present or future, whether
actual or contingent, sole or joint and any guarantee or indemnity of any of those
obligations.
Interest on Borrowed Money: for any relevant period, the combined total of all:
(a) interest;
(b) amounts in the nature of interest;
(c) commitment, commission, guarantee fees, other fees and discounts other
than those expressly stated to be arrangement fees charged under clause
10.1 during that period;
(d) interest elements of payments in respect of Finance Leases incurred, paid or
accrued in respect of Borrowed Money during that period; and
(e) amounts payable under any Hedging Agreement.

5
Interest Payment Date: the last day of an Interest Period.
Interest Period: each period for which interest is calculated and payable on each
Loan under clause 6.
ITA 2007: the Income Tax Act 2007.
LIBOR: in respect of any Loan or Unpaid Amount and any Interest Period or Default
Interest Period, [the rate certified by the Lender as the offered rate quoted to it in the
London Interbank Market by leading banks OR the British Bankers Association
Interest Settlement Rate displayed on the appropriate page of the Reuters screen] at or
around 11.00 am on the first day of that Interest Period for delivering a sterling
deposit of an amount comparable to that Loan or Unpaid Amount for a period equal
to that Interest Period or Default Interest Period.
Loan: a loan made or to be made by the Lender to the Borrower under this agreement
or the principal amount outstanding for the time being of that loan.
Mandatory Costs: the cost of compliance with liquidity and other regulatory
requirements incurred by the Lender, as determined under Schedule 3.
Margin: [AMOUNT]% per annum.
Material Adverse Effect: any event or circumstance which, in the opinion of the
Lender:
(a) is likely to materially and adversely affect the Borrower's ability to perform
or otherwise comply with all or any of its [obligations OR payment
obligations OR material obligations] under the Finance Documents; or
(b) is likely to materially and adversely affect the business, operations,
property, condition (financial or otherwise) or prospects of the Borrower; or
(c) is likely to result in any Finance Document not being legal, valid and
binding on, and enforceable in accordance with its terms against, the
Borrower and, in the case of the Debenture, not providing to the Lender
security over the assets expressed to be subject to a security interest under
the Debenture.
Minimum Net Worth: the total amount (including any share premium) that has been
paid up, or credited as paid up, on the Borrower's issued share capital at the time of
calculation:
(a) plus the amount by which the profit and loss account is in credit (or minus
the amount in which it is in debit) as reflected in the balance sheet at the end
of the latest financial year for which accounts have been (or are required to
have been) delivered to the Lender;
(b) plus any other reserves the Borrower has (excluding any positive
revaluation reserve derived by writing up the book value of any assets above
their historical cost, less accumulated depreciations after the date of this
agreement and any capital reserve reflecting a pension fund surplus);

6
 (c) plus the amount of any goodwill written off (to the extent that such goodwill
is written off against capital and revenue reserves) or amortised;
(d) plus any acquisition costs written off to any reserve account (except where
this would mean those acquisition costs are added more than once);
(e) minus any amount which is attributable to:
(i) titles, trademarks, copyrights, patents, capitalised research and
development expenditure, capitalised redundancy and closure costs,
and other intangible assets; and
(ii) deferred taxation (unless this would mean that such taxation is
effectively deducted more than once);
(f) minus, from profit before tax for the period, a notional tax charge at the rate
payable by the Borrower from time to time;
(g) minus, from profit after tax for the period, Distributions paid or payable for
that period;
(h) minus any reserves or capital created by any surplus on the sale of any
investment or other asset (excluding trading stock); and
(i) minus (to the extent otherwise included) the amount attributable to the
interests (if any) of the outside holders of issued share capital.
For the purposes of this definition, all items shall be calculated using applicable
accounting principles. If the calculation is made at the end of any financial year for
which a balance sheet has been, or is required to be, delivered to the Lender, these
items shall be as shown in that balance sheet.
Original Financial Statements: [the latest available audited financial statements of
the Borrower delivered under paragraph 3.1 of Schedule 1 OR the audited financial
statements of the Borrower for its financial year ended [DATE]].
PBIT: for any relevant period, the operating profit of the Borrower:
(a) before taking into account extraordinary and exceptional items (as defined
by SSAP 6 and FRS 3, both as amended or updated);
(b) before deducting Tax and interest accrued during that period (whether or not
paid, deferred or capitalised during such period);
(c) not including any accrued interest owed to the Borrower (whether or not
paid, deferred or capitalised during that period); and
(d) excluding any gain (or loss) from the revaluation of any assets (other than
on the sale or other disposal of trading stock and work-in-progress) for that
period,
calculated on a consolidated basis under applicable accounting principles (except as
required to reflect the express inclusion or exclusion of items as specified in this
definition), and determined from the financial statements for that period, adjusted by:

7
 (e) adding back any amount attributable to the depreciation of fixed assets
(excluding any additional depreciation arising from the write-up of the book
value of assets);
(f) adding back any amount attributable to amortising goodwill or any other
intangible assets;
(g) excluding provisions (other than provisions for stock and trade debtors)
made before the date of this agreement which have been subsequently
written back; and
(h) before taking earnings or losses attributable to Affiliates into account (other
than to the extent that such earnings are received in cash).
Permitted Security: any Security arising under:
(a) the Debenture;
(b) any liens arising by operation of law and in the ordinary course of the
Borrower's business and not as a result of any default or omission by the
Borrower;
(c) any normal title retention arrangements included in a supplier's standard
conditions of supply of goods acquired by the Borrower in the ordinary
course of trade;
(d) any netting or set-off arrangement entered into by the Borrower in the
ordinary course of its banking arrangements for the purpose of netting debit
and credit balances;
(e) [any Security securing not more than £[AMOUNT] in total at any time]; and
(f) Security created or outstanding with the Lender's prior written consent.
Potential Event of Default: any event or circumstance specified in Schedule 8 which
would, on the giving of notice, expiry of any grace period or making of any
determination under the Finance Documents or satisfaction of any other condition (or
any combination thereof), become an Event of Default.
Qualifying Lender: is:
(a) a lender (other than a lender under paragraph (b) below) that is beneficially
entitled to interest payable in respect of an advance under the Finance
Documents and:
(i) is a bank (as defined for the purposes of section 879 of ITA 2007)
making an advance under the Finance Documents; or
(ii) made an advance under the Finance Documents and was a bank (for
the purposes of section 879 of ITA 2007) at the time that that
advance was made,
and is within the charge to United Kingdom corporation tax for any
payments of interest made in respect of that advance; or

8
 (b) [a building society (as defined for the purposes of section 880 of ITA
2007)].
Repayment Date: [[DATE] OR each of the dates specified in paragraph 1 of
Schedule 4 for repaying the Facility by instalments].
Security: any mortgage, charge (whether fixed or floating, legal or equitable),
pledge, lien, assignment by way of security or other security interest securing any
obligation of any person or any other agreement or arrangement having a similar
effect.
Selection Notice: a notice substantially in the form set out in Part 2 of Schedule 2
given in accordance with clause 6.
Special Deposits: as defined by the Bank of England Act 1998 or the Bank of
England (as appropriate) on the day the formula to determine Mandatory Costs is
applied.
Sterling and £: the lawful currency for the time being of the United Kingdom.
Tariff Base: as defined in, and calculated in accordance with, the Fees Rules.
Tax: any tax, levy, impost, duty or other charge, fee, deduction or withholding of a
similar nature (including any penalty or interest payable in connection with the failure
to pay, or delay in paying, any of these).
Tax Credit: a credit against, relief or remission for, or repayment of, any Tax.
Tax Deduction: a deduction or withholding for, or on account of, Tax from a
payment under a Finance Document.
Tax Payment: either the increase in a payment the Borrower makes to the Lender
under paragraph 1 ofPart 1 of Schedule 5 or a payment under paragraph 2 of Part 1 of
Schedule 5.
Total Interest: for any relevant period, Interest on Borrowed Money payable by the
Borrower, less:
(a) all interest accrued, due to or received by the Borrower during that period;
and
(b) any amounts receivable under any Hedging Agreement, excluding any costs
incurred in arranging that agreement.
Unpaid Amount: any sum or amount which is not paid on its due date by the
Borrower under this agreement or any other Finance Document.
VAT: value added tax as provided for in the Value Added Tax Act 1994 and any
other tax of a similar nature.
Warranties: the representations and warranties set out in Schedule 6.

1.2 A reference to a statute, statutory provision or subordinate legislation is a reference to

it as it is in force for the time being, taking account of any amendment, re-enactment

9
 or extension and includes any former statute, statutory provision or subordinate
legislation which it amends or re-enacts.

1.3 A reference to an SSAP is to a Statement of Standard Accounting Practice adopted by

the Accounting Standards Board and includes a reference to any Financial Reporting
Standard issued by the Accounting Standards Board to amend, withdraw or supersede
that SSAP. A reference to an FRS is to a Financial Reporting Standard issued by the
Accounting Standards Board.

1.4 Any accounting terms that are not specifically defined in this agreement shall be
construed in accordance with GAAP.

1.5 Unless the context otherwise requires, a reference to one gender shall include a
reference to the other genders.

1.6 Unless the context otherwise requires, words in the singular include the plural and in
the plural the singular.

1.7 A reference to a clause or Schedule is to a clause of, or Schedule to, this agreement
unless the context requires otherwise.

1.8 A reference to directly or indirectly means (without limitation) either alone or

jointly with any other person, whether on his own account or in partnership with
another (or others), as the holder of any interest in or as officer, employee or agent of
or consultant to any other person.

1.9 A reference to continuing in relation to an Event of Default means an Event of

Default which has not been [remedied or] waived.

1.10 A reference to a holding company or subsidiary means a holding company or

subsidiary as defined in section 1159 of the Companies Act 2006 [and a company
shall be treated, for the purposes only of the membership requirement contained in
sub-sections 1159(1)(b) and (c), as a member of another company even if its shares in
that other company are registered in the name of:(a) another person (or its nominee),
whether by way of security or in connection with the taking of security; or(b) its
nominee].

In the case of a limited liability partnership which is a subsidiary of a company or

another limited liability partnership, section 1159 of the Companies Act 2006 shall be
amended so that:(i) references in sub-sections 1159(1)(a) and (c) to voting rights are
to the members' rights to vote on all or substantially all matters which are decided by
a vote of the members of the limited liability partnership; and(ii) the reference in sub-
section 1159(1)(b) to the right to appoint or remove a majority of its board of

10
 directors is to the right to appoint or remove members holding a majority of the
voting rights.

1.11 A reference to this agreement (or any provision of it) or any other document shall be
construed as a reference to this agreement, that provision or that document as it is in
force for the time being and as amended, varied or supplemented in accordance with
its terms or with the agreement of the relevant parties.

1.12 A reference to a person shall include a reference to an individual, firm, company,

corporation, unincorporated body of persons, or any state or any agency of any
person.

1.13 A reference to a time of day is to London time.

1.14 A reference to a document in the agreed form is to that document in the form agreed
by the parties and initialled by or on behalf of them for identification (including any
alteration which may be so agreed).

1.15 A reference to a certified copy of a document means a copy certified to be a true,

complete and up-to-date copy of the original document, in writing and signed by a
director or the secretary of the party delivering the document.

1.16 A reference to an amendment includes a novation, re-enactment, supplement or

variation (and amended shall be construed accordingly).

1.17 A reference to assets includes present and future properties, undertakings, revenues,
rights and benefits of every description.

1.18 A reference to an authorisation includes an approval, authorisation, consent,

exemption, filing, licence, notarisation, registration or resolution.

1.19 A reference to a regulation includes any regulation, rule, official directive, request or
guideline (whether or not having the force of law) of any governmental, inter-
governmental or supranational body, agency, department or regulatory, self-
regulatory or other authority or organisation.

1.20 A reference to determines or determined means, unless the contrary is indicated, a

determination made at the discretion of the person making it.

1.21 A reference to the Borrower and the Lender shall include their respective
successors, permitted transferees and permitted assigns.

11
1.22 A reference to a disposal of any asset, undertaking or business includes a sale, lease,
licence, transfer, loan or other disposal by a person of that asset, undertaking or
business (whether by a voluntary or involuntary single transaction or series of
transactions).

1.23 Clause, Schedule and paragraph headings shall not affect the interpretation of this
agreement.

2. THE FACILITY

The Lender grants to the Borrower a secured Sterling term loan facility of a total
principal amount not exceeding £[AMOUNT] on the terms, and subject to the
conditions, of this agreement.

3. PURPOSE

3.1 The Borrower shall use all money borrowed by it under this agreement for
[PURPOSE FOR WHICH THE LOAN IS TO BE USED].

3.2 The Lender is not obliged to monitor or verify how any amount borrowed under this
agreement is used.

4. CONDITIONS PRECEDENT

4.1 The Borrower may only make a Drawdown Request, and the obligations of the
Lender under this agreement only arise, once the Lender has received all the
documents and evidence specified in Schedule 1 in the form, and containing the
information, that it requires.

4.2 The Lender's obligation to make a Loan is subject to the further conditions precedent
that, on both the date of the Drawdown Request and the Drawdown Date:
(a) the Warranties are true and correct [in all material respects] and will be true
and correct [in all material respects] immediately after the Borrower has
made the proposed Loan; and
(b) no Event of Default or Potential Event of Default is continuing or would
result from the proposed Loan.

4.3 The conditions specified in this clause 4 are inserted solely for the Lender's benefit.
The Lender may waive them, in whole or in part and with or without conditions,
without prejudicing the Lender's right to require subsequent fulfilment of such
conditions.

12
5. DRAWDOWN

5.1 The Borrower may utilise the Facility during the Availability Period in not more than
[NUMBER] Loans.

5.2 The Borrower may request a Loan by delivering a completed Drawdown Request to
the Lender by not later than 10.00 am on the Business Day before the proposed
Drawdown Date (or such shorter time as agreed by the parties).

5.3 A Drawdown Request:

(a) may only specify a single Loan;
(b) shall only be complete if:
(i) the requested Drawdown Date is a Business Day before the end of
the Availability Period;
(ii) the Loan requested is for a minimum of £[AMOUNT] or, if less, the
Available Facility; and
(iii) an Interest Period, complying with clause 6.3, is selected; and
(c) once it has been delivered, is irrevocable.

5.4 If any amount of the Facility is not drawn during the Availability Period, that
undrawn amount shall be automatically cancelled at the end of the Availability
Period.

6. INTEREST

6.1 The interest rate on each Loan for each Interest Period is the percentage rate per
annum, determined by the Lender to be the total of:
(a) the Margin;
(b) LIBOR; and
(c) the Mandatory Costs (if any).

6.2 The Borrower shall pay interest on each Loan in arrear on the Interest Payment Date
for each Interest Period applicable to that Loan.

6.3 The length of an Interest Period shall be one, three or six months, as specified by the
Borrower.

6.4 The Borrower:

(a) shall specify an initial Interest Period for each Loan in the Drawdown
Request for that Loan; and

13
 (b) may, at the end of the initial Interest Period and each succeeding Interest
Period for a Loan, specify the duration of the following Interest Period, by
giving a Selection Notice to the Lender by not later than 10.00 am on the
Business Day preceding the last day of that Interest Period.

If any Interest Period for a Loan would otherwise end after a Repayment Date for that
Loan, then that Interest Period shall be shortened so as to end on that Repayment
Date.

6.5 If the Borrower does not specify the duration of an Interest Period, the relevant
Interest Period shall be [one] month, or such shorter period that complies with this
clause 6.

6.6 A notice given under clause 6.4, specifying an Interest Period, is irrevocable.

6.7 The initial Interest Period for a Loan shall start on the Drawdown Date of that Loan.
Each subsequent Interest Period for that Loan shall start on the last day of the
previous Interest Period applicable to it.

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

6.9 Promptly after LIBOR for an Interest Period has been determined, the Lender shall
notify the Borrower of the rate of interest it has determined, the amount of interest
payable and the Interest Payment Date for that Interest Period.

6.10 In relation to the funding of a Loan for any Interest Period, if the Lender determines
at or around 12:00pm on the first day of any Interest Period that either:
(a) because of circumstances affecting the London Interbank Market generally,
adequate and reasonable means do not (or will not exist) for ascertaining
LIBOR for that Interest Period; or
(b) matching deposits are not likely to be available to it in the London Interbank
Market in the ordinary course of business, then:
(i) if the Drawdown Request is outstanding, the proposed Loan shall be
made only if the Lender is able to fund the Loan from sources
reasonably available to it;
(ii) regardless of clause 6.3, the Interest Period shall be one month, or a
period that the parties agree (or a shorter period, under clause 6.4);
and

14
 (iii) the rate of interest applicable to that Loan, during that Interest
Period, shall be calculated according to clause 6.1, but substituting
for LIBOR the annual rate which is certified by the Lender (acting
reasonably) as the cost to it of funding that Loan during that Interest
Period from a source reasonably available to it.

7. DEFAULT INTEREST

7.1 If the Borrower does not pay any sum it is obliged to pay under the Finance
Documents when it is due, the Borrower shall pay interest under this clause 7 on that
Unpaid Amount from time to time outstanding for the period beginning on its due
date and ending on the date the Lender receives it, both before and after judgment.

7.2 Interest under this clause 7 shall be calculated by reference to successive Default
Interest Periods. The duration of a Default Interest Period shall be [seven] days or
less, as selected by the Lender on or before the beginning of each Default Interest
Period.

7.3 The first Default Interest Period shall begin on the due date for payment of the
relevant Unpaid Amount and each succeeding Default Interest Period shall begin on
the last day of the previous Default Interest Period.

7.4 The rate of interest applicable to any Default Interest Period shall be the rate per
annum which is [1]% higher than the rate of interest which would have been applied
under clause 6.1 or clause 6.10, had the Default Interest Period been an Interest
Period.

7.5 The Lender shall, promptly after it has determined the interest rate for a Default
Interest Period, notify the Borrower of that interest rate, the amount of interest
payable and the Interest Payment Date for that Default Interest Period.

7.6 Interest accrued under this clause 7 shall be immediately payable by the Borrower on
demand by the Lender, but:
(a) if not previously demanded, shall be paid on the last day of each Default
Interest Period; and
(b) if the Borrower does not pay that interest when due, it shall be added to the
Unpaid Amount and compounded at the end of each Default Interest Period
but will remain immediately due and payable.

8. REPAYMENT, PREPAYMENT AND CANCELLATION

Schedule 4 shall apply to repayment, prepayments and cancellation of the Facility.

15
9. PAYMENTS

9.1 Subject to satisfaction of all the applicable conditions in clause 4, the Lender shall
pay each Loan to the Borrower in Sterling in immediately available cleared funds on
the relevant Drawdown Date to, or for the account of, the Borrower as specified in the
Drawdown Request.

9.2 Subject to clause 9.6, the currency of account shall be Sterling and all payments that
the Borrower makes under this agreement shall be made:
(a) in full, without any deduction (except as allowed by paragraph 1 of Part 1 of
Schedule 5), set-off or counterclaim; and
(b) in immediately available cleared funds on the due date to an account which
the Lender may specify to the Borrower for the purpose.

9.3 Any payment under any Finance Document which is due to be made on a day which
is not a Business Day shall be made on the next Business Day in the same calendar
month (if there is one), or the immediately preceding Business Day (if there is not).
Any interest or other amount accruing on a daily basis shall be calculated
accordingly.

9.4 If either the Lender determines, or the Borrower notifies the Lender, that a Disruption
Event has occurred:
(a) the Lender shall consult and agree with the Borrower the changes (if any)
needed to the operation or administration of the Facility as the Lender, in its
absolute discretion, deems necessary in the circumstances;
(b) the Lender shall not be obliged to consult the Borrower about any such
changes if in its opinion it is not practical to do so in the circumstances; and
(c) any change made or agreed under this clause 9.4 shall (whether or not an
event is finally determined to be a Disruption Event) be binding on the
parties as an amendment or variation of the Finance Documents
notwithstanding the provisions of clause 19.

9.5 If the Lender receives a payment that is insufficient to discharge all the amounts then
due and payable by the Borrower under the Finance Documents, the Lender shall
apply that payment in settlement of the obligations of the Borrower in the order
determined by the Lender in its absolute discretion. The provisions of this clause 9.5
shall override any appropriation made by the Borrower.

9.6 The Borrower shall pay costs, expenses, Taxes and the like (and any interest payable
on those amounts) in the currency in which they are incurred.

16
9.7 [Unless prohibited by law, if more than one currency or currency unit is recognised
by the central bank of [any country OR [SPECIFY COUNTRY]] as the lawful
currency of [that country OR [SPECIFY COUNTRY]]:
(a) the Lender shall (after consultation with the Borrower) designate the
currency or currency unit of [that country OR [SPECIFY COUNTRY]] that
will apply to the Finance Documents;
(b) following such designation, all references in the Finance Documents to the
currency of [that country OR [SPECIFY COUNTRY]] shall be to the
currency or currency unit so designated by the Lender and all obligations
under the Finance Documents shall be translated into, or paid in, the
currency or currency unit of [that country OR [SPECIFY COUNTRY]]
designated by the Lender; and
(c) any translation from one currency or currency unit to another shall be at the
official rate of exchange recognised by the central bank for the conversion
of that currency or currency unit into the other, rounded up or down by the
Lender (acting reasonably).

If a change in any currency of a country occurs, this agreement will, to the extent that
the Lender (acting reasonably and after consultation with the Borrower) specifies to
be necessary, be amended to comply with any generally accepted conventions and
relevant market practice or otherwise, to reflect the change in currency.]

10. FEES, CHARGES AND EXPENSES

10.1 The Borrower shall pay to the Lender:

(a) an arrangement fee of £[AMOUNT] which shall be paid on the [date of this
agreement OR the first Drawdown Date]; and
(b) a commitment fee calculated at the rate of [AMOUNT]% per annum on the
undrawn Commitment and which shall be paid quarterly in arrear during the
Availability Period.

10.2 The Borrower shall, [promptly on OR within [five] Business Days of] demand, pay to
the Lender the amount of all costs and expenses (including legal, printing and out-of-
pocket expenses) reasonably incurred by the Lender in connection with:
(a) the negotiation, preparation, execution and perfection of the Finance
Documents and the other documents referred to in them; and
(b) any amendment, extension, waiver, consent or suspension of rights (or any
proposal for any of these) relating to a Finance Document or a document
referred to in any of them.

10.3 The Borrower shall, on demand, pay to the Lender the amount of all costs and
expenses (including legal, printing and out-of-pocket expenses) incurred by the

17
 Lender in connection with enforcing, preserving any rights under, or monitoring the
provisions of, any Finance Document.

11. ADDITIONAL PAYMENT OBLIGATIONS

The Borrower covenants with the Lender to perform the additional payment
obligations set out in Schedule 5.

12. REPRESENTATIONS AND WARRANTIES

12.1 The Borrower makes the Warranties on the date of this agreement.

12.2 The Borrower repeats the Warranties (except for those in paragraphs [PARAGRAPH
NUMBERS OF NON-REPEATING WARRANTIES] of Schedule 6 and [paragraph
1.2] of Schedule 6 so far as it relates to a Potential Event of Default) on:
(a) the date of each Drawdown Request;
(b) each Drawdown Date; and
(c) the first day of each Interest Period,

by reference to the facts and circumstances existing on each such date.

13. COVENANTS

13.1 The Borrower covenants with the Lender as set out in Schedule 7 and undertakes to
comply with those covenants.

13.2 The covenants given by the Borrower shall remain in force from the date of this
agreement for so long as any amount remains outstanding under the Finance
Documents or any Commitment is in force.

14. EVENTS OF DEFAULT

14.1 Each of the events or circumstances set out in Schedule 8 is an Event of Default.

14.2 At any time after an Event of Default has occurred [which is continuing], the Lender
may, by notice to the Borrower:
(a) cancel the outstanding Commitment whereupon it shall immediately be
cancelled; and/or
(b) declare that all outstanding Loans, accrued interest and all other amounts
accrued or outstanding under the Finance Documents be immediately due

18
 and payable, whereupon they shall become immediately due and payable;
and/or
(c) declare that all outstanding Loans be payable on demand, whereupon they
shall immediately become payable on demand by the Lender; and/or
(d) declare the Debenture to be enforceable.

15. ASSIGNMENT AND TRANSFER

15.1 The Lender may, subject to clause 15.2 and clause 15.3:
(a) assign any of its rights under the Finance Documents; or
(b) transfer all of its rights or obligations by novation,

to another bank or financial institution.

15.2 If:
(a) the Lender assigns any of its rights or transfers all of its rights or obligations
under the Finance Documents; and
(b) as a result of circumstances existing at the date of the assignment or
transfer, the Borrower would be obliged to make a payment to any assignee
or transferee under paragraph 1 or paragraph 2 of Part 1 of Schedule 5 or
paragraph 1 of Part 2 of Schedule 5,

then such assignee or transferee is only entitled to receive those payments to the same
extent that the Lender would have been so entitled if the assignment or transfer had
not occurred.

15.3 The consent of the Borrower is required for an assignment or transfer by the Lender
unless:
(a) the assignment or transfer is to an Affiliate of the Lender; or
(b) an Event of Default is continuing.

Any such consent must not be unreasonably withheld or delayed and if not expressly
refused within [five] Business Days shall be deemed given.

15.4 [In addition to the other rights provided to the Lender under this clause 15, the Lender
may at any time and without the Borrower's consent, charge, assign or otherwise
create Security in or over all or any of its rights under any Finance Document to
secure its obligations including any charge, assignment or other Security to secure
obligations to a federal reserve or central bank, except that no such charge,
assignment or Security shall:

19
 (a) release the Lender from any of its obligations under the Finance Documents
or substitute the beneficiary of the relevant charge, assignment or Security
for the Lender as a party to any of the Finance Documents; or
(b) require any payments to be made by the Borrower other than or in excess of,
or grant to any person any more extensive rights than, those required to be
made or granted to the Lender under the Finance Documents.]

15.5 The Lender may, at any time, change its Facility Office.

15.6 The Borrower may not assign any of its rights or transfer any of its rights or
obligations under the Finance Documents.

16. CONFIDENTIALITY

16.1 The Lender agrees to keep all information relating to the Borrower, the Finance
Documents or the Facility of which it becomes aware in its capacity as Lender from
the Borrower (or any of the Borrower's advisers) confidential and not disclose it to
anyone other than in accordance with clause 16.2. This obligation does not apply to
information:
(a) that is or becomes public information other than as a direct or indirect result
of any breach by the Lender of this clause 16;
(b) is identified by the Borrower (or any of the Borrower's advisers) at the time
of delivery as non-confidential; or
(c) is known to the Lender before it is disclosed to the Lender by the Borrower
(or any of the Borrower's advisers) or is lawfully obtained by the Lender
from another source, in either case, through no breach of confidentiality of
which the Lender is or becomes aware.

16.2 The Lender may disclose:

(a) to an Affiliate (and any of its officers, directors, employees, professional
advisers and auditors), in addition to any publicly available information,
such information about the Finance Documents, the Borrower [and its
subsidiaries] as the Lender shall consider appropriate, if the person to whom
the information is given is informed that it:
(i) is confidential; and
(ii) may be price-sensitive,
except that the Lender does not need to inform the recipient of (i) and (ii)
above, if the recipient is subject to professional obligations to maintain the
confidentiality of the information;

(b) to any actual or potential assignee or transferee of its rights or obligations

under this agreement (and any of their professional advisers), in addition to

20
 any publicly available information, such information about the Finance
Documents, the Borrower [and its subsidiaries] as the Lender shall consider
appropriate, if the person to whom the information is given has entered into
a Confidentiality Undertaking, except that there shall be no requirement for
a Confidentiality Undertaking if the recipient is subject to professional
obligations to maintain the confidentiality of the information;
(c) to any person with (or through) whom it enters into (or may enter into),
whether directly or indirectly, any sub-participation in relation to, or any
other transaction under which payments are to be made or may be made by
reference to, this agreement and/or the Borrower (and any of their
professional advisers), in addition to any publicly available information,
such information about the Finance Documents, the Borrower [and its
subsidiaries] as the Lender shall consider appropriate, if the person to whom
the information is given has entered into a Confidentiality Undertaking,
except that there shall be no requirement for a Confidentiality Undertaking
if the recipient is subject to professional obligations to maintain the
confidentiality of the information;
(d) to its professional advisers, any governmental, banking, taxation or
regulatory authority or similar body, or any other person to the extent that it
is required to do so by any applicable law, regulation, court order or the
rules of any relevant stock exchange, any information about the Finance
Documents and the Borrower [and its subsidiaries]; and
(e) [to any person to whom or for whose benefit the Lender charges, assigns or
otherwise creates Security under clause 15.4, any information about the
Finance Documents, the Borrower [and its subsidiaries] as the Lender shall
consider appropriate if the person to whom the information is given is
informed that it:
(i) is confidential; and
(ii) may be price-sensitive,
except that the Lender does not need to inform the person of (i) and (ii)
above, if it considers it is not practicable to do so in the circumstances.]

17. SET-OFF

17.1 The Lender may apply any credit balance (whether or not then due) to which the
Borrower is at any time beneficially entitled on any account with the Lender in (or
towards) satisfaction of any sum then due and payable (but unpaid) by the Borrower
to the Lender under any Finance Document. If such balances are in different
currencies, the Lender may convert either balance at a market rate of exchange for the
purpose of the set-off.

21
17.2 The Lender is not obliged to exercise its rights under clause 17.1, but if the rights are
exercised, the Lender shall promptly notify the Borrower of the set-off that has been
made.

18. CALCULATIONS, ACCOUNTS AND CERTIFICATES

18.1 Any interest, commission or fee shall accrue on a day-to-day basis, calculated
according to the actual number of days elapsed and a year of 365 days.

18.2 The Lender shall maintain accounts evidencing the amounts owed to it by the
Borrower, in accordance with its usual practice. Entries in those accounts shall be
prima facie evidence of the existence and amount of the Borrower's obligations as
recorded in them.

18.3 If the Lender issues any certificate, determination or notification of a rate or any
amount payable under this agreement, it shall be (in the absence of manifest error)
conclusive evidence of the matter to which it relates and shall contain reasonable
details of the basis of determination.

19. REMEDIES, WAIVERS, AMENDMENTS AND CONSENTS

19.1 Any amendment to any Finance Document shall be in writing and signed by, or on
behalf of, each party.

19.2 Any waiver of any right or remedy or any consent given under any Finance
Document is only effective if it is in writing and signed by the waiving or consenting
party. It only applies in the circumstances for which it is given and shall not prevent
the party giving it from subsequently relying on the relevant provision.

19.3 No delay or failure to exercise any right or remedy under any Finance Document by
the Lender shall operate as a waiver of any such right or remedy.

19.4 No single or partial exercise of any right or remedy on the part of the Lender under
any Finance Document shall prevent any further or other exercise or the exercise of
any other right or remedy, under this agreement or any Finance Document.

19.5 Rights and remedies under each Finance Document are cumulative and do not
exclude any rights or remedies provided by law or otherwise.

22
20. SEVERANCE

20.1 The invalidity, unenforceability or illegality of any provision (or part of a provision)
of any Finance Document under the laws of any jurisdiction shall not affect the
validity, enforceability or legality of the other provisions.

20.2 If any invalid, unenforceable or illegal provision would be valid, enforceable and
legal if some part of it were deleted, the provision shall apply with whatever
modification as is necessary to give effect to the commercial intention of the parties.

21. COUNTERPARTS

Each Finance Document may be executed and delivered in any number of

counterparts, each of which is an original and which, together, have the same effect as
if each party had signed the same document.

22. THIRD PARTY RIGHTS

A person who is not a party to this agreement cannot enforce or enjoy the benefit of
any term of this agreement under the Contracts (Rights of Third Parties) Act 1999.

23. NOTICES

23.1 Each notice or other communication required to be given under, or in connection

with, any Finance Document shall be:
(a) in writing, delivered personally or sent by pre-paid first-class letter or fax;
and
(b) sent:
(i) to the Borrower at:
[ADDRESS]
Fax: [NUMBER]
Attention: [NAME]
(ii) to the Lender at:
[ADDRESS]
Fax: [NUMBER]
Attention: [NAME]

or to such other address or fax number as is notified in writing by one party to the
other from time to time.

23
23.2 Any notice or other communication that the Lender gives shall be deemed to have
been received:
(a) if sent by fax, when received in legible form;
(b) if given by hand, at the time of actual delivery; and
(c) if posted, on the [second] Business Day after the day it was sent by pre-paid
first-class post.

A notice or other communication given as described in clause (a) or clause (b) on a

day which is not a Business Day, or after normal business hours, in the place it is
received, shall be deemed to have been received on the next Business Day.

23.3 Any notice or other communication given to the Lender shall be deemed to have been
received only on actual receipt.

24. GOVERNING LAW AND JURISDICTION

24.1 This agreement and any dispute or claim arising out of, or in connection with, it or its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by, and construed in accordance with, the law of England and Wales.

24.2 The parties to this agreement irrevocably agree that, subject as provided below, the
courts of England and Wales shall have exclusive jurisdiction to settle any dispute or
claim that arises out of, or in connection with, this agreement or its subject matter or
formation (including non-contractual disputes or claims). Nothing in this clause shall
limit the right of the Lender to take proceedings against the Borrower in any other
court of competent jurisdiction, nor shall the taking of proceedings in any one or
more jurisdictions preclude the taking of proceedings in any other jurisdictions,
whether concurrently or not, to the extent permitted by the law of such other
jurisdiction.

This agreement has been entered into on the date stated at the beginning of it.

24
 Schedule 1 Conditions precedent

1. CONSTITUTIONAL DOCUMENTS, RESOLUTIONS AND CERTIFICATES

1.1 A copy of the constitutional documents of the Borrower.

1.2 A copy of the resolutions duly passed by the Borrower's board of directors:
(a) approving the entry into, terms of and transactions contemplated by the
Finance Documents;
(b) authorising specified persons to execute the Finance Documents on its
behalf, to give all notices (including any Drawdown Request or Selection
Notice) and take all other action in connection with the Finance Documents;
(c) confirming no limit on the powers of the Borrower or its directors to borrow
money or create security would be exceeded by its entry into or
performance of its obligations under the Finance Documents; and
(d) confirming that entry into the relevant Finance Document is in the
commercial interests of the Borrower (stating the reasons for such
conclusion).

1.3 A sample of the signature of each person authorised by the resolutions referred to in
paragraph 1.2 of this Schedule 1.

1.4 A certificate, signed by a director of the Borrower, confirming that borrowing or

granting security in respect of the total Commitment would not mean any borrowing,
security or similar limit binding on the Borrower would be exceeded.

1.5 A certificate, signed by a director of the Borrower, confirming that each copy of a
document relating to it that it has provided under Schedule 1 is correct, complete and
in full force and effect at a date no earlier than the date of this agreement.

2. FINANCE DOCUMENTS

2.1 Each of the Finance Documents, duly executed by the Borrower.

2.2 Each notice required to be sent under the Debenture executed by the Borrower [duly
acknowledged by the addressee].

2.3 [A copy OR The original] of each insurance policy relating to the assets subject to the
security created by the Debenture.

25
2.4 [All title deeds (including leases) relating to each of the [PROPERTIES] [together
with satisfactory priority searches of the Land Registry or land charges searches and
all landlord consents to the security to be created by the Debenture relating to such
properties].]

2.5 All other documents of title to be provided under the Debenture.

3. FINANCIAL

3.1 [A copy of the Borrower's latest available audited financial statements OR The
Original Financial Statements].

3.2 The Borrower's unaudited financial statements for the trading period ended [DATE].

4. LEGAL OPINION
A legal opinion from [LENDER'S LAWYERS] in the form agreed before this
agreement was signed.

5. OTHER DOCUMENTS AND EVIDENCE

5.1 Copies of deeds of release for all outstanding Security (other than Permitted Security)
granted by the Borrower.

5.2 Payment by the Borrower of all fees and expenses incurred by the Lender and to be
paid or reimbursed by the Borrower under clause 10 before the first Drawdown Date.

5.3 A copy of any power of attorney under which the Borrower may execute the Finance
Documents.

5.4 Provision of all information required by the Lender to enable it to comply with all
"know your customer" or similar identification procedures under all applicable laws
and regulations.

5.5 A copy of any other authorisation, document, opinion or assurance which the Lender
considers necessary [or desirable] in connection with the entry into, and performance
of, the transactions contemplated by the Finance Documents, or for the Finance
Documents to be valid and enforceable.

26
 Schedule 2 Drawdown Request and Selection Notice

Part 1. Drawdown Request

To: The Lender

Attention: [NAME] Department
Date: [DATE]

[NAME OF BORROWER]

£[AMOUNT] Facility Agreement [DATE] between [PARTIES] (Facility Agreement)

We refer to the Facility Agreement. This is a Drawdown Request. Words and expressions
defined in the Facility Agreement have the same meaning in this Drawdown Request.

We give you notice that we wish to draw down the following Loan on [DATE]:

Amount: £[AMOUNT]
Drawdown Date: [DATE]
Interest Period: [1 OR 3 OR 6] months

The Loan is to be made available by credit to [ACCOUNT DETAILS].

We confirm that, on today's date and the proposed Drawdown Date:

1. The Warranties are true and correct [in all material respects], and will be true and
correct [in all material respects] immediately after the proposed Loan.

2. No Event of Default or Potential Event of Default is continuing or would result from

the proposed Loan.

This Drawdown Request is irrevocable.

.................................
For and on behalf of
[NAME OF BORROWER]

27
 Part 2. Selection Notice

To: The Lender

Attention: [NAME] Department
Date: [DATE]

[NAME OF BORROWER]
£[AMOUNT] Facility Agreement [DATE] between [PARTIES] (Facility Agreement)
We refer to the Facility Agreement. This is a Selection Notice. Words and expressions
defined in the Facility Agreement have the same meaning in this Selection Notice.
We refer to the following Loan(s) with an Interest Period ending on [DATE OF LAST DAY
OF INTEREST PERIOD].
We request that the next Interest Period for the above Loan(s) is [1 OR 3 OR 6] months.
This Selection Notice is irrevocable.

.......................................
For and on behalf of
[NAME OF BORROWER]

28
 Schedule 3 Calculation of Mandatory Costs

1. ALTERNATIVE REQUIREMENTS
If alternative or additional financial requirements are imposed which, in the Lender's
opinion, make the formula set out in paragraph 2 of this Schedule 3 no longer
appropriate, the Lender may choose another suitable formula to apply instead of the
formula set out in paragraph 2 of this Schedule 3. Any such determination shall, in
the absence of manifest error, be conclusive and binding on the Borrower.

2. CALCULATION OF COST
The Lender shall determine the rate of the Mandatory Costs by applying the formula:

AB + C (B - D) + E x 0.01% per annum

100 - (A + C)

where, on the day the formula is applied:

A is the percentage of Eligible Liabilities (over any stated minimum) by reference to

which the Lender is from time to time required to maintain as an interest free cash
ratio deposit with the Bank of England to comply with cash ratio requirements.

B is the percentage rate of interest (excluding the Margin and the Mandatory Costs
and, if an Unpaid Amount, the additional rate of interest specified in clause 7.4)
payable for the relevant Interest Period on the Loan.

C is the percentage (if any) of Eligible Liabilities which the Lender is required from
time to time to maintain as interest bearing Special Deposits with the Bank of
England.

D is the percentage rate per annum that the Bank of England pays to the Lender on
interest bearing Special Deposits.

E is designated to compensate the Lender for amounts payable under the Fees Rules
and is the rate of charge payable by the Lender to the Financial Services Authority
under the Fees Rules in respect of the relevant financial year of the Financial Services
Authority (calculated for this purpose by the Lender as being the average of the Fee
Tariffs applicable to the Lender for that financial year) and expressed in pounds per
£1,000,000 of the Tariff Base of the Lender.

In the formula A, B, C and D are percentages and not numbers. A negative result
obtained from subtracting D from B shall be deemed to be zero.

Each calculation shall be rounded up to four decimal places.

29
 Schedule 4 Repayment, prepayment and cancellation

1. REPAYMENT
[The Borrower shall repay the aggregate Loans in full on the Repayment Date.

OR

The Borrower shall repay the aggregate Loans in full by repaying the amount set out
below opposite each Repayment Date on that Repayment Date.
Repayment Date Amount
[DATE] £[AMOUNT]]

2. VOLUNTARY PREPAYMENT

1.1 The Borrower may prepay part or all of a Loan by notifying the Lender [five]
Business Days in advance. The Borrower may only do this if:
(a) the notice specifies the Loan or Loans to be prepaid and the amount of the
prepayment which, if it is less than the outstanding Loans, must be a whole
multiple of £[AMOUNT];
(b) the date of the prepayment is:
(i) at least [five] Business Days from the date of the notice;
(ii) [an Interest Payment Date for the Loan being prepaid;]
(iii) a date after the end of the Availability Period (or, if earlier, the date
on which the Available Facility is zero); and
(c) the prepayment does not result in an Event of Default or Potential Event of
Default.

1.2 On prepayment of part or all of a Loan in accordance with paragraph 1.1, the
Commitment shall immediately be reduced by an amount equal to the amount of the
Loan prepaid.

3. VOLUNTARY CANCELLATION

1.3 The Borrower may cancel all or part of the Available Facility by giving the Lender
not less than [thirty] Business Days' prior notice. The Borrower may only do this if:
(a) where only part of the Available Facility is cancelled, the amount cancelled
is a whole multiple of £[AMOUNT]; and

30
 (b) no Event of Default or Potential Event of Default would result from the
cancellation.

1.4 When the [thirty] Business Day period referred to in paragraph 1.3 expires, the
Commitment shall immediately be reduced by the amount cancelled under paragraph
1.3.

4. TAX AND INCREASED COST PREPAYMENT

1.5 If the Borrower is required to pay the Lender any additional amounts under either
paragraph 1 of Part 1 or paragraph 1 of Part 2 of Schedule 5, or the Lender claims
indemnification from the Borrower under paragraph 2 of Part 1 of Schedule 5, then
the Borrower may serve a notice of prepayment on the Lender while the
circumstances referred to continue. This does not affect the Borrower's obligations
under Schedule 5.

1.6 If the Borrower gives a prepayment notice under paragraph 1.5, it shall prepay the
outstanding Loans, together with accrued interest on those Loans and all other sums
payable under the Finance Documents, to the Lender [five] Business Days after that
notice was given (or such later date as it may have specified in the notice).

1.7 On prepayment by the Borrower in accordance with paragraph 1.6, the Commitment
shall be automatically cancelled.

5. ILLEGALITY

1.8 The Lender may require the Borrower to prepay the Loans, if:
(a) any law or regulation is introduced or changed, or there is any change in the
way any court or regulatory authority interprets or applies any law or
regulation; or
(b) complying with any direction, request or requirement (whether or not
having the force of law) from any monetary agency, central bank, or
governmental or regulatory authority; or
(c) any judgment, order or direction of any court, tribunal or authority binding
on the Lender,

makes it unlawful for the Lender to make any Loan, or allow any Loan to remain
outstanding or fund or maintain the Commitment, or allow the Commitment to
remain outstanding.

31
1.9 To require prepayment under paragraph 1.8, the Lender shall give notice to the
Borrower demanding prepayment and giving the date for that prepayment. The date
for prepayment shall be:
(a) the next Interest Payment Date for each relevant Loan or Loans to be
prepaid; or
(b) if earlier, the date the Lender certifies to be the last date for payment under
any law, regulation, regulatory requirement, request, judgment, order or
direction specified in paragraph 1.8.

1.10 The Borrower shall prepay the Loans as set out in the notice, together with accrued
interest on those Loans and all other sums payable under the Finance Documents.

1.11 The Lender's obligations to make Loans shall terminate on it giving notice under
paragraph 1.9, and its Commitment shall be automatically cancelled on that date.

6. CHANGE OF CONTROL

1.12 The Borrower shall promptly notify the Lender if:

(a) there is a Change of Control, or
(b) the Borrower becomes aware of circumstances that may result in a Change
of Control.

1.13 If the Borrower notifies the Lender under paragraph 1.12 the Lender may cancel the
Facility and declare all Loans, accrued interest and all other amounts due under this
agreement due and payable on the next Interest Payment Date of each Loan, or, if the
Change of Control occurs before the next Interest Payment Date, declare these due on
the date on which the Change of Control occurs. To do this, the Lender must give the
Borrower at least [NUMBER] days' notice. On prepayment in accordance with this
paragraph 1.13, the Commitment shall be automatically reduced to zero and the
Facility cancelled.

7. APPLICATION OF PARTIAL PREPAYMENTS

Any amount to be applied in prepayment of the Facility shall be applied to satisfy the
obligations in paragraph 1 of this Schedule 4 in [inverse order of their maturity].

8. REPAYMENT, PREPAYMENT AND CANCELLATION GENERAL PROVISIONS

1.14 Any prepayment or cancellation notice that the Borrower gives under this agreement
shall be irrevocable. A prepayment notice shall oblige the Borrower to prepay the
relevant Loan as set out in that notice.

32
1.15 The Borrower may not re-borrow any part of the Facility which has either been repaid
or prepaid under this agreement and no amount of the Commitment cancelled under
this agreement may be reinstated.

1.16 Any prepayment under this agreement shall be made together with accrued interest on
the amount prepaid, and subject to any break costs payable under paragraph 1.1 of
Part 3 of Schedule 5, without premium or penalty.

1.17 If the Borrower does not make a prepayment on the date for prepayment specified in
this agreement, or gives a prepayment notice but fails to make the prepayment on the
date specified in the prepayment notice, the default interest provisions of clause 7
shall apply to the unpaid prepayment amount.

1.18 No repayment, prepayment or cancellation is permitted, except in accordance with the

express terms of this agreement.

33
 Schedule 5 Additional payment obligations

Part 1. Taxes

1. TAX GROSS-UP

1.1 The Borrower shall make all its payments under the Finance Documents without any
Tax Deduction, unless a Tax Deduction is required by law.

1.2 Promptly on becoming aware that it must make a Tax Deduction (or that there is any
change in the rate or the basis of a Tax Deduction), the Borrower shall notify the
Lender. Similarly, the Lender shall notify the Borrower if it becomes aware that a
Tax Deduction must be made on a payment payable to the Lender.

1.3 Subject to paragraph 1.4 of this Part 1 of Schedule 5, if the Borrower is required to
make a Tax Deduction by law, the payment due from the Borrower 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.

1.4 The Borrower does not have to make an increased payment to the Lender under
paragraph 1.3 of this Part 1 of Schedule 5 for a Tax Deduction in respect of tax
imposed by the United Kingdom from a payment of interest on a Loan made (or to be
made) under the Finance Documents if, on the date the payment falls due, the
payment could have been made to the Lender without a Tax Deduction, if it were 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 it became a Lender under
this agreement in (or in the interpretation, administration, or application of), any law
or any published practice or concession of any relevant taxing authority.

1.5 The Borrower shall make any Tax Deduction under this paragraph 1, and any
payment required in connection with that Tax Deduction, within the time allowed and
for the minimum amount required by law.

1.6 Within 30 days of making either a Tax Deduction or any payment required in
connection with that Tax Deduction, the Borrower shall deliver to the Lender
evidence reasonably satisfactory to the Lender that the Tax Deduction has been made
or any appropriate payment paid to the relevant taxing authority (as applicable).

2. TAX INDEMNITY

34
1.7 Within three Business Days of demand by the Lender, the Borrower shall pay the
Lender an amount equal to the loss, liability or cost which the Lender determines that
it has directly or indirectly suffered or will directly or indirectly suffer in relation to
Tax in respect of amounts payable to it under a Finance Document.

1.8 Paragraph 1.7 of this Part 1 of Schedule 5 shall not apply to:
(a) any Tax assessed on the Lender under the law of the jurisdiction in which
the Lender is incorporated or resident for tax purposes if that Tax is
imposed on, or calculated by reference to, the net income, profits or gains
received or receivable (but not any sum deemed to be received or
receivable) by the Lender; or
(b) the extent that a loss, liability or cost is compensated for by an increased
payment under paragraph 1 of Part 1 of Schedule 5, or would have been so
compensated if paragraph 1.4 of this Part 1 of Schedule 5 had not applied.

1.9 If the Lender makes (or intends to make) a claim under paragraph 1.7 of this Part 1 of
Schedule 5, it shall promptly notify the Borrower of the event which has caused (or
will cause) that claim.

3. TAX CREDIT
If the Borrower makes a Tax Payment and the Lender determines that:
(a) a Tax Credit is attributable either to an increased payment of which that Tax
Payment is a part, or to that Tax Payment; and
(b) it has obtained, used and retained that Tax Credit,

the Lender shall pay an amount to the Borrower which the Lender determines will
leave the Lender (after that payment) in the same after-Tax position as it would have
been in had the Tax Payment not been required to be made by the Borrower.

4. STAMP TAXES
The Borrower shall pay and, within three Business Days of demand, indemnify the
Lender against any cost, loss or liability the Lender incurs in relation to all stamp
duty, registration and other similar Taxes payable in respect of the Finance
Documents.

5. VALUE ADDED TAX

1.10 All amounts payable by the Borrower to the Lender under the Finance Documents,
that (in whole or in part) constitute consideration for VAT purposes are deemed to be
exclusive of VAT. Subject to paragraph 1.11 of this Part 1 of Schedule 5, if VAT is
chargeable on any supply made by the Lender to the Borrower under the Finance

35
 Documents, the Borrower shall pay the Lender (in addition to, and at the same time
as, paying the consideration), an amount equal to the amount of the VAT and the
Lender shall promptly provide an appropriate VAT invoice to the Borrower.

1.11 Where the Finance Documents require the Borrower to reimburse the Lender for any
costs or expenses, the Borrower shall, at the same time, pay and indemnify the Lender
against all VAT incurred by the Lender in respect of those costs or expenses. The
amount payable shall be the amount that the Lender reasonably determines is the
amount that neither it, nor any other member of any group of which it is a member for
VAT purposes, is entitled to recover from the relevant tax authority in respect of the
VAT.

Part 2. Increased costs

1. INCREASED COSTS
Subject to paragraph 3 of this Part 2 of this Schedule 5, within three Business Days of
a demand by the Lender, the Borrower shall pay the Lender the amount of any
Increased Costs incurred by the Lender or any of its Affiliates as a result of:
(a) the introduction of, or any change in (or in the interpretation, administration
or application of) any law or regulation by any governmental or regulatory
authority; or
(b) compliance with any law or regulation made after the date of this
agreement.

2. INCREASED COST CLAIMS

1.2 If the Lender intends to make a claim under paragraph 1 of this Part 2 of Schedule 5,
it shall notify the Borrower of the event which will cause that claim.

1.3 As soon as practicable after a demand by the Borrower, the Lender shall provide a
certificate confirming the amount of its Increased Costs.

3. EXCEPTIONS
Paragraph 1 of this Part 2 of Schedule 5 does not apply to any Increased Cost that is:
(a) due to a Tax Deduction required to be made by the Borrower by law; or
(b) compensated for by paragraph 2 ofPart 1 of Schedule 5 or would have been
so compensated if paragraph 1.8 of Part 1 of this Schedule 5 had not
applied; or
(c) compensated for by the payment of the Mandatory Cost; or

36
 (d) due to the wilful breach of any law or regulation by the Lender or its
Affiliates[; or
(e) attributable to the implementation or application of or compliance with the
'International Convergence of Capital Measurement and Capital Standards,
a Revised Framework' published by the Basel Committee on Banking
Supervision in June 2004 in the form existing on the date of this agreement
(but, for the avoidance of doubt, excluding any amendment arising out of
Basel III) (Basel II) or any other law or regulation which implements Basel
II (whether such implementation, application or compliance is by a
government, regulator, the Lender or any of its Affiliates].

Part 3. Indemnities

1. INDEMNITIES

1.1 The Borrower shall indemnify the Lender within three Business Days of demand
against:
(a) any funding or other properly incurred cost or expense; and
(b) any other loss or liability directly sustained or incurred by it as a result of:
(i) the occurrence of an Event of Default or Potential Event of Default;
or
(ii) a Loan not being made by reason of the operation of any one or
more of the provisions of this agreement or the Borrower purporting
to revoke a Drawdown Request; or
(iii) any prepayment of the Facility being made other than in accordance
with a notice of prepayment given in accordance with the terms of
this agreement; or
(iv) the Lender receiving or recovering all or part of a Loan or Unpaid
Amount other than on the last day of the Interest Period relating to
that Loan or Unpaid Amount.

1.2 The indemnity under paragraph 1.1 of Part 3 of Schedule 5 shall include any interest
that the Lender would have received (as determined by the Lender) if the due
payment had been received on the last day of the relevant Interest Period, less:
(a) the amount the Borrower has actually paid in respect of interest up to the
date of actual payment;
(b) the amount of interest that the Lender has received by placing the principal
amount (and any interest on it) paid by the Borrower on deposit in the
London Interbank Market, from the Business Day following receipt up to
(and including) the last day of the relevant Interest Period.

37
1.3 Each indemnity in this agreement:
(a) is a separate and independent obligation from the other obligations in this
agreement;
(b) gives rise to a separate and independent cause of action;
(c) applies whether or not any indulgence is granted by the Lender; and
(d) shall continue in full force and effect despite any judgment, order, claim or
proof for a liquidated amount in respect of any sum due under this
agreement, or any other judgment or order.

Part 4. Mitigation

1. MITIGATION

1.1 If circumstances arise which would (or would on giving of notice), result in:
(a) any additional amounts becoming payable under either or both of paragraph
1 and paragraph 2 of Part 1 of this Schedule 5; or
(b) any amount becoming payable under paragraph 1 of Part 2 of this Schedule
5; or
(c) any prepayment under paragraph 5 of Schedule 4,

the Lender shall, in consultation with the Borrower, take such reasonable steps as
may be open to it to mitigate or remove the relevant circumstance, including (without
limitation) transferring the Facility to another office, or transferring all its rights and
obligations under this agreement to another bank or financial institution.

1.2 The Lender does not have to take the steps set out in paragraph 1.1 of this Part 4 of
Schedule 5 if it [reasonably] believes that taking them might have an adverse effect
on its business, operations or financial condition, be contrary to its banking policies
or disadvantage it in any other way.

1.3 Any action of the Lender under paragraph 1.1 of this Part 4 of Schedule 5 shall:
(a) not limit the Borrower's obligations under the Finance Documents; and
(b) be without prejudice to the terms of paragraph 1 and paragraph 2 of Part 1
of this Schedule 5, paragraph 1 of Part 2 of Schedule 5 and paragraph 5 of
Schedule 4.

38
 Schedule 6 Representations and warranties

1. DUE INCORPORATION
The Borrower:
(a) is a duly incorporated limited liability company validly existing under the
law of its jurisdiction of incorporation; and
(b) has the power to own its assets and carry on its business as it is being
conducted.

2. POWERS
The Borrower has the power and authority to execute, deliver and perform its
obligations under the Finance Documents and the transactions contemplated by them.
No limit on its powers will be exceeded as a result of the borrowing or grant of
Security contemplated by the Finance Documents.

3. NON-CONTRAVENTION
The execution, delivery and performance of the obligations in, and transactions
contemplated by, the Finance Documents do not and will not contravene or conflict
with:
(c) the Borrower's constitutional documents;
(d) any agreement or instrument binding on it or its assets or constitute a default
or termination event (however described) under any such agreement or
instrument; or
(e) any law or regulation or judicial or official order, applicable to it.

4. AUTHORISATIONS
The Borrower has taken all necessary action and obtained all required or desirable
authorisations to enable it to execute, deliver and perform its obligations under the
Finance Documents and the transactions contemplated by them and to make them
admissible in evidence in its jurisdiction of incorporation. Any such authorisations
are in full force and effect.

5. BINDING OBLIGATIONS
Subject to any general principles of law limiting its obligations specifically referred
to in any legal opinion delivered pursuant to paragraph Error: Reference source not
found of Schedule 1:
(f) the Borrower's obligations under the Finance Documents are legal, valid,
binding and enforceable; and

39
 (g) the Debenture creates (or, once entered into, will create):
(i) valid, legally binding and enforceable Security for the obligations
expressed to be secured by it; and
(ii) subject to registration under section 860 of the Companies Act 2006
and, in the case of real property, registration at HM Land Registry,
perfected Security over the assets expressed to be subject to security
in it,
in favour of the Lender, having the priority and ranking expressed to be
created by the Debenture and ranking ahead of all (if any) Security and
rights of third parties except those preferred by law.

6. REGISTRATION
It is not necessary to file, record or enroll the Finance Documents (other than as
provided in paragraph 5 of this Schedule 6 ) with any court or other authority or pay
any stamp, registration or similar Taxes in relation to the Finance Documents or the
transactions contemplated by the Finance Documents.

7. [CHOICE OF LAW
The choice of English law as the governing law of each Finance Document will be
recognised and enforced in its jurisdiction of incorporation and any judgment
obtained in England or Wales in relation to a Finance Document will be recognised
and enforced in that jurisdiction.]

8. [DEDUCTION OF TAX
No deduction for, or on account of, Tax is required from any payment that the
Borrower may make under any Finance Document.]

9. NO DEFAULT

1.2 No Event of Default or Potential Event of Default has occurred, is continuing or will
occur when a Loan is made.

1.3 No other event or circumstance is outstanding which constitutes (or, with the expiry
of a grace period, the giving of notice, the making of any determination or any
combination thereof, would constitute) a default or termination event (howsoever
described) under any other agreement or instrument which is binding on it or to
which any of its assets is subject which has or is [reasonably] likely to have a
Material Adverse Effect.

10. INFORMATION

40
 The information, in written or electronic format, supplied by, or on behalf of, the
Borrower to the Lender in connection with the Facility and the Finance Documents
was, at the time it was supplied or at the date it was stated to be given (as the case
may be)[, to the best of the Borrower's knowledge and belief]:
(a) if it was factual information, complete, true and accurate in all material
respects;
(b) if it was a financial projection or forecast, prepared on the basis of recent
historical information and on the basis of reasonable assumptions and was
arrived at after careful consideration;
(c) if it was an opinion or intention, made after careful consideration and was
fair and made on reasonable grounds; and
(d) not misleading in any material respect, nor rendered misleading by a failure
to disclose other information,

except to the extent that it was amended, superseded or updated by more recent
information supplied by, or on behalf of, the Borrower to the Lender.

11. FINANCIAL STATEMENTS

Each set of financial statements delivered to the Lender by the Borrower was
prepared in accordance with consistently applied accounting principles, standards and
practices generally accepted in its jurisdiction of incorporation, and presents a true
and fair view of the Borrower's financial condition and operations during the relevant
accounting period and were approved by the Borrower's directors in compliance with
section 393 of the Companies Act 2006.

12. NO MATERIAL ADVERSE CHANGE

There has been no material adverse change in the business, assets or financial
condition, trading position or prospects of the Borrower since the date of [this
agreement OR the publication of its most recent audited financial statements].

13. NO LITIGATION
No litigation, arbitration or administrative proceedings are taking place, pending or,
to the Borrower's knowledge, threatened against it, any of its directors or any of its
assets[, which, if adversely determined, might reasonably be expected to have a
Material Adverse Effect].

14. NO BREACH OF LAW

The Borrower has not breached any law or regulation which breach has or is
[reasonably] likely to have a Material Adverse Effect.

41
15. PARI PASSU
The Borrower's payment obligations under the Finance Documents rank at least pari
passu with all existing and future unsecured and unsubordinated obligations
(including contingent obligations), except for those mandatorily preferred by law
applying to companies generally.

16. OWNERSHIP OF ASSETS

The Borrower is the legal and beneficial owner of, and has good, valid and
marketable title to, all its assets and no Security exists over its assets except for the
Permitted Security.

17. [CENTRE OF MAIN INTERESTS AND ESTABLISHMENTS

For the purposes of The Council of the European Union Regulation 1346/2000 on
Insolvency Proceedings (Regulation), the "centre of main interests" (as that term is
used in Article 3(1) of the Regulation) of the Borrower is situated in [England and
Wales OR its jurisdiction of incorporation] [and it has no "establishment" (as that
term is used in Article 2 (h) of the Regulation) in any other jurisdiction].]

42
 Schedule 7 Covenants

Part 1. General covenants

1. NEGATIVE PLEDGE

1.1 The Borrower shall not:

(a) create, or permit to subsist, any Security on or over any of its assets; or
(b) sell, transfer or otherwise dispose of any of its assets on terms whereby such
asset is or may be leased to or re-acquired or acquired by it; or
(c) sell, transfer or otherwise dispose of any of its receivables on recourse
terms; or
(d) enter into any arrangement under which money or the benefit of a bank or
other account may be applied, set-off or made subject to a combination of
accounts; or
(e) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a

method of raising Borrowed Money or of financing the acquisition of an asset.

1.2 Paragraph 1.1 shall not apply to any Security which is Permitted Security.

2. DISPOSALS
The Borrower shall not sell, assign, lease, transfer or otherwise dispose of in any
manner (or purport to do so) all or any part of, or any interest in, its assets other than:
(a) trading stock in the ordinary course of business;
(b) assets exchanged for other assets comparable or superior as to type, value
and quality; and
(c) assets whose market value is worth less than [DE MINIMIS AMOUNT
FOR THIS PARAGRAPH] (or its equivalent in another currency or
currencies) in any financial year.

3. BORROWINGS
The Borrower shall not incur or permit to subsist, any obligation for Borrowed
Money.

4. NOTIFICATION OF DEFAULT

43
1.3 The Borrower shall notify the Lender of any Potential Event of Default or Event of
Default (and the steps, if any, being taken to remedy it) promptly on becoming aware
of its occurrence.

1.4 The Borrower shall, promptly on request by the Lender, supply a certificate signed by
[two] of its director(s) or senior officers on its behalf certifying that no Event of
Default is continuing (or, if an Event of Default is continuing, specifying the Event of
Default and the steps, if any, being taken to remedy it).

5. TAX AFFAIRS
The Borrower shall:
(a) file all tax returns required to be filed within the time period allowed; and
(b) pay all Taxes shown to be due and payable on such returns or any
assessments made against it within the time period allowed (other than
amounts being contested in good faith in respect of which payment may be
lawfully withheld and in respect of which it maintains appropriate reserves).

6. RANKING OF OBLIGATIONS
The Borrower shall procure that any of its unsecured and unsubordinated obligations
and liabilities under the Finance Documents rank, and will rank, at least pari passu in
right and priority of payment with all its other unsecured and unsubordinated
obligations and liabilities, present or future, actual or contingent, except for those
obligations and liabilities mandatorily preferred by law of general application to
companies.

7. AUTHORISATIONS
The Borrower shall promptly obtain all consents and authorisations necessary (and do
all that is needed to maintain them in full force and effect) under any law or
regulation to enable it to perform its obligations under the Finance Documents and to
ensure the legality, validity, enforceability and admissibility in evidence of the
Finance Documents in its jurisdiction of incorporation.

8. COMPLIANCE WITH LAW

The Borrower shall comply, in all respects, with all laws, if failure to do so has or is
[reasonably] likely to have a Material Adverse Effect.

9. MERGER
The Borrower shall not enter into any amalgamation, demerger, merger or corporate
reconstruction.

44
10. CHANGE OF BUSINESS
The Borrower shall not make any substantial change to the general nature or scope of
its business as carried on at the date of this agreement.

11. FINANCIAL STATEMENTS

The Borrower shall supply to the Lender copies of:
(c) as soon as they become available, but in any event within [180] days after
the end of each of its financial years, its audited financial statements for that
financial year; and
(d) as soon as they become available, but in any event within [30] days after the
end of each financial [half or quarter] year, its unaudited financial
statements for that financial [half or quarter].

12. COMPLIANCE CERTIFICATE

The Borrower shall supply to the Lender together with each set of financial
statements delivered under paragraph (c) and [paragraph (d)] of Part 1 of this
Schedule 7, a Compliance Certificate, signed by [two] director(s) of the Borrower,
setting out (in reasonable detail) computations that demonstrate the Borrower's
compliance with the financial covenants set out in paragraph 1 of Part 2 of Schedule 7
as at the relevant testing dates set out in paragraph 2 of Part 2 of Schedule 7 for the
[six] month period ending on the date on which those financial statements were
drawn up.

13. CERTIFICATION OF FINANCIAL STATEMENTS

Each set of financial statements delivered to the Lender by the Borrower shall be
certified by a director of the Borrower as [giving a true and fair view of] OR
[presenting fairly] its financial condition as at the date at which those financial
statements were drawn up.

14. FINANCIAL STATEMENTS REQUIREMENTS

The Borrower shall ensure that the financial statements delivered to the Lender shall:
(e) be prepared in accordance with consistently applied accounting principles,
standards and practices generally accepted in the relevant jurisdiction and,
subject to paragraph 15 of Part 1 of this Schedule 7, using accounting
practices and financial reference periods consistent with those applied in the
preparation of the Original Financial Statements; and
(f) present a true and fair view of the Borrower's financial condition and
operations during the relevant accounting period; and
(g) have been approved by the Borrower's directors in compliance with section
393 of the Companies Act 2006.

45
15. CHANGE IN ACCOUNTING PRACTICES

1.5 In relation to any set of financial statements:

(a) the Borrower shall notify the Lender if there has been a change in
accounting principles, standards or practices or financial reference periods.
The Borrower shall procure that its auditors deliver to the Lender sufficient
information, in form and substance as may be reasonably required by the
Lender, to enable the Lender to determine whether paragraph 1 and
paragraph 2 of Part 2 of Schedule 7 have been complied with and make an
accurate comparison between the financial position indicated in those
financial statements and the Original Financial Statements; and
(b) any reference in this agreement to those financial statements shall be
construed as a reference to those financial statements as adjusted to reflect
the basis on which the Original Financial Statements were prepared.

1.6 If the Borrower's financial statements are prepared at the date of this agreement in
accordance with GAAP, the Borrower may determine after the date of this agreement
that its financial statements should be prepared in accordance with IFRS but, prior to
implementing that change it shall agree with the Lender, both parties acting in good
faith, the amendments to be made to the provisions of this agreement to reflect that
change in accounting principles [on the basis of advice received from the Borrower's
auditors]. To the extent practicable those amendments will be such as to ensure that
the change to IFRS does not result in any material alteration in the commercial effect
of the obligations in this agreement.

16. FURTHER INFORMATION

The Borrower shall supply to the Lender:
(a) all documents dispatched by the Borrower to its shareholders (or any class
of them), or its creditors generally, at the same time as they are dispatched;
(b) details of any litigation, arbitration or administrative proceedings which are
current, threatened or pending against the Borrower or any of its directors as
soon as it becomes aware of them, and which might, if adversely
determined, have a Material Adverse Effect; and
(c) promptly, any further information about the financial condition, business
and operations of the Borrower that the Lender may reasonably request.

17. KNOW YOUR CUSTOMER

If the Lender is obliged for any reason to comply with "know your customer" or
similar identification procedures in circumstances where the necessary information is
not already available to it, the Borrower shall, promptly on the request of the Lender,
supply (or procure the supply of) such documentation and other evidence as is
reasonably requested in order for the Lender to carry out, and be satisfied that it has

46
 complied with, all necessary "know your customer" or other similar checks under all
applicable laws and regulations pursuant to the transactions contemplated in the
Finance Documents.

18. WEBSITE PUBLICATION

1.7 Where the Borrower is a company to which section 430 of the Companies Act 2006
applies, the Borrower may satisfy its obligation under this agreement to deliver any
information to be supplied in compliance with paragraph 11 of Part 1 of Schedule 7 to
the Lender by posting that information onto the Designated Website of the Borrower
previously notified in writing to the Lender if:
(a) the Lender expressly agrees that it will accept communication of
information by this method;
(b) both the Borrower and the Lender are aware of the address of and any
relevant password specifications for the Designated Website;
(c) the information is in a format previously agreed between the Borrower and
the Lender; and
(d) the Borrower notifies the Lender of the posting of the information at the
same time as the information is posted onto the Designated Website.

1.8 The Borrower shall promptly upon becoming aware of its occurrence notify the
Lender if:
(a) access to the Designated Website is prevented by technical failure;
(b) the password specifications for the Designated Website change;
(c) any new information which is required to be provided under this agreement
is posted onto the Designated Website;
(d) any existing information which has been provided under this agreement and
posted onto the Designated Website is amended; or
(e) the Borrower becomes aware that the Designated Website or any
information posted onto it is or has been infected by any electronic virus or
similar software.

1.9 If the Borrower notifies the Lender under paragraph (a) or paragraph (e) of Part 1 of
this Schedule 7, all information to be provided by the Borrower under this agreement
after the date of that notice shall be supplied in paper form [unless and until the
Lender is satisfied that the circumstances giving rise to the notification are no longer
continuing].

47
 Part 2. Financial covenants

1. FINANCIAL COVENANTS
The Borrower undertakes that, until the [final] Repayment Date, it shall comply with
the following financial covenants:
(a) its Minimum Net Worth shall not, on the last day of each period set out in
column A below, be less than the figure set out opposite that period in
column B:

Column A Column B

[PERIOD] £[AMOUNT]

(b) the ratio of its PBIT to its Total Interest during each period set out in
column A below shall be not less than the ratio set out in column B opposite
for that period:

Column A Column B

[PERIOD] [RATIO]

(c) the ratio of its Cashflow to its Debt Service during each period set out in
column A below shall not be less than the ratio set out in column B opposite
for that period:

Column A Column B

[PERIOD] [RATIO]

(d) the ratio of its Current Liabilities to its Current Assets on the last day of
each period in column A below shall not exceed the ratio set out in column
B opposite that period:

Column A Column B

[PERIOD] [RATIO]

48
 (e) the ratio of its Borrowed Money to the issued share capital of the Borrower
on the last day of each period in column A shall not exceed the ratio set out
in column B opposite that period:

Column A Column B

[PERIOD] [RATIO]

2. APPLICABLE PERIODS
The financial covenants set out in paragraph 1 shall be tested as follows:
(f) the financial covenants in paragraph (a) and paragraph (d) shall be tested on
a monthly basis; and
(g) the financial covenants in paragraph (b), paragraph (c) and paragraph (e)
shall be tested on a quarterly basis.

3. APPLICABLE FINANCIAL STATEMENTS

All financial covenants shall be tested by reference to the latest audited financial
statements or, if more recent, by reference to the latest unaudited management
accounts. If any financial covenant is tested at the end of an accounting period by
reference to unaudited management accounts, it shall be tested again by reference to
the audited financial statements for the relevant period when those audited financial
statements become available.

4. LENDER'S RIGHT TO INVESTIGATE

If the Borrower is in default or breach of any of the financial covenants contained in
Part 2 of this Schedule 7, the Lender shall be entitled, in addition to any other rights it
may have under this agreement, to make such investigations and obtain such legal,
accountancy and/or valuation reports as it deems appropriate at the cost of the
Borrower. The Borrower shall provide all assistance required in connection with such
investigations and reports.

5. CALCULATIONS
The calculation of the financial covenants detailed in this Part 2 of this Schedule 7
shall be carried out in accordance with the accounting principles and policies applied
in the most recent audited financial statements and/or unaudited management
accounts to which they refer.

6. DISPUTES

49
If there is any dispute as to any computation under this Part 2 of this Schedule 7, or as
to the interpretation of any of the definitions applicable to financial covenants, the
decision of the Lender shall, in the absence of manifest error, be conclusive and
binding on the Borrower.

50
 Schedule 8 Events of Default

1. NON-PAYMENT
The Borrower fails to pay any sum payable by it under any Finance Document when
due, unless its failure to pay is caused solely by:
(a) an administrative error or technical problem and payment is made within
[three] Business Days of its due date; or
(b) a Disruption Event and payment is made within [three] Business Days of its
due date.

2. NON-COMPLIANCE
The Borrower fails (other than a failure to pay or a failure referred to in paragraph 4
of this Schedule 8) to comply with any provision of the Finance Documents and (if
the Lender considers, acting reasonably, that the default is capable of remedy) such
default is not remedied within [14] days of the earlier of:
(c) the Lender notifying the Borrower of the default and the remedy required;
and
(d) the Borrower becoming aware of the default.

3. MISREPRESENTATION
Any representation, warranty or statement made, repeated or deemed made by the
Borrower in, or pursuant to, the Finance Documents is (or proves to have been)
incomplete, untrue, incorrect or misleading [in any material respect] when made,
repeated or deemed made.

4. FINANCIAL CONDITION
Any requirement of paragraph 1 or paragraph 2 of Part 2 of Schedule 7 is not
satisfied.

5. CESSATION OF BUSINESS
The Borrower suspends or ceases to carry on (or threatens to suspend or cease to
carry on) all or a material part of its business.

6. CROSS-DEFAULT

1.2 Subject to paragraph 1.3:

(a) any Borrowed Money is not paid when due nor within any originally
applicable grace period; or

51
 (b) any Borrowed Money becomes due, or capable of being declared due and
payable, prior to its stated maturity by reason of an event of default
(howsoever described); or
(c) any commitment for any Borrowed Money is cancelled or suspended by a
creditor of the Borrower by reason of an event of default (howsoever
described); or
(d) any creditor of the Borrower becomes entitled to declare any Borrowed
Money due and payable prior to its stated maturity by reason of an event of
default (howsoever described).

1.3 An event or circumstance referred to in paragraph 1.2 shall not constitute an Event of
Default if the aggregate amount of Borrowed Money or commitment for Borrowed
Money affected is less than £[MINIMUM AMOUNT] (or its equivalent in other
currencies).

7. INSOLVENCY

1.4 The Borrower stops or suspends payment of any of its debts or is unable to, or admits
its inability to, pay its debts as they fall due.

1.5 The Borrower commences negotiations, or enters into any composition, compromise,
assignment or arrangement, with one or more of its creditors with a view to
rescheduling any of its Indebtedness (because of actual or anticipated financial
difficulties).

1.6 A moratorium is declared in respect of any Indebtedness of the Borrower.

1.7 Any action, proceedings, procedure or step is taken in relation to:

(a) the suspension of payments, a moratorium of any Indebtedness, winding up,
dissolution, administration or reorganisation (using a voluntary
arrangement, scheme of arrangement or otherwise) of the Borrower; or
(b) a composition, compromise, assignment or arrangement with any creditor of
the Borrower; or
(c) the appointment of a liquidator, receiver, administrative receiver,
administrator, compulsory manager or other similar officer in respect of the
Borrower or any of its assets.

1.8 The value of the Borrower's assets is less than its liabilities (taking into account
contingent and prospective liabilities).

1.9 Any event occurs in relation to the Borrower that is analogous to those set out in
paragraph 1.4 to paragraph 1.8 (inclusive) of this Schedule 8 in any jurisdiction.

52
1.10 Paragraph 1.4 to paragraph 1.9 inclusive of this Schedule 8 shall not apply to any
winding-up petition which is frivolous or vexatious and is discharged, stayed or
dismissed within [14] days of commencement or, if earlier, the date on which it is
advertised. The ending of any moratorium referred to in paragraph 1.6 of this
Schedule 8 shall not remedy any Event of Default caused by that moratorium.

8. CREDITORS' PROCESS
A distress, attachment, execution, expropriation, sequestration or other analogous
legal process is levied, enforced or sued out on, or against, the Borrower's assets
having an aggregate value of £[AMOUNT] (or its equivalent in other currencies) and
is not discharged or stayed within [21 OR 30] days.

9. ENFORCEMENT OF SECURITY
Any Security [in respect of Indebtedness exceeding £[AMOUNT] (or its equivalent in
other currencies)] on or over the assets of the Borrower becomes enforceable.

10. ILLEGALITY
All or any part of any Finance Document becomes invalid, unlawful, unenforceable,
terminated, disputed or ceases to be effective or to have full force and effect.

11. REPUDIATION
The Borrower repudiates or evidences an intention to repudiate the Finance
Documents or any of them.

12. MATERIAL ADVERSE CHANGE

Any event occurs (or circumstances exist) which, in the [reasonable] opinion of the
Lender, has or is [reasonably] likely to have a Material Adverse Effect.

53
 Schedule 9 Form of Compliance Certificate

From: [NAME OF BORROWER]

[ADDRESS]
To: [NAME OF LENDER]
[ADDRESS]
Dated: [DATE]
Dear Sirs
[NAME OF BORROWER]
£[AMOUNT] Facility Agreement dated [DATE] between [PARTIES] (Facility
Agreement)

1. This compliance certificate is given under paragraph 12 of Part 1 of Schedule 7 of the

Facility Agreement. Expressions defined in the Facility Agreement shall bear the
same meaning in this certificate.

2. We certify that the financial statements of the Borrower as at [DATE] [enclosed with
this certificate] OR [published at the Designated Website] give a true and fair view
of its financial condition as at that date.

3. We confirm that, as demonstrated by the enclosed computations, the Borrower is in

compliance with the financial covenants set out in paragraph 1 of Part 2 of Schedule 7
of the Facility Agreement.

4. We confirm that [no Event of Default is continuing OR the Borrower is in default of

paragraph [NUMBER] of Schedule 8 and has [EXPLAIN STEPS TAKEN TO
REMEDY DEFAULT]].

Signed by [NAME OF DIRECTOR] .............................

For and on behalf of [NAME OF Director
BORROWER]
[Signed by [NAME OF DIRECTOR]] [................................]
[For and on behalf of [NAME OF [Director]
BORROWER]]

54
Signed by [NAME OF DIRECTOR] .......................................
for and on behalf of [NAME OF Director
BORROWER]
Signed by [NAME OF DIRECTOR] .......................................
for and on behalf of [NAME OF Director
LENDER]

55