(4)

COMMONWEALTH BANK OF AUSTRALIA ABN 48 123 123 124 as mandated lead arranger and bookrunner (the " MLAB ");

(5)

COMMONWEALTH BANK OF AUSTRALIA ABN 48 123 123 124 (the " Original Facility A Lender ");

(6)

COMMONWEALTH BANK OF AUSTRALIA ABN 48 123 123 124 (the " Original Facility B Lender "); and

1.

DEFINITIONS AND INTERPRETATION

(a)

an authorisation, consent, approval, resolution, licence, exemption, filing or registration; or

(b )

in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

(a)

in relation to Facility A, the period from and including the date of Financial Close to and including the date that is three months after the date of Financial Close;

(b)

in relation to Facility B, the period from and including the date of Financial Close to and including the date that is one year from Financial Close; and

(c)

in relation to Facility C, the period from and including the date of the Facility C Increase Date to and including the date that is one month after that date.

(a)

the amount of its participation in any outstanding Utilisations under that Facility; and

(b)

in relation to any proposed Utilisation, the amount of its participation in any Utilisations that are due to be made under that Facility on or before the proposed Utilisation Date,

(a)

a letter of credit, bank guarantee or performance bond, substantially in the form set out in Schedule 11 ( Form of Bank Guarantee ) or in any other form requested by a Borrower and agreed by the Facility B Lender; or

(b)

any guarantee, indemnity or other instrument in a form requested by a Borrower and agreed by the Facility B Lender.

(b)

as otherwise determined pursuant to Clause 12.1 ( Unavailability of Screen Rate ),

(a)

any member of the Group or any of its advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers, in whatever form, and

(i)

information that:

(ii)

any Funding Rate or Reference Bank Quotation.

(a)

net income; and

(b)

to the extent (except in the case of clause (b)(xvii) below) deducted in determining net income for such period, the sum of:

(i)

provisions for income taxes; and

(ii)

consolidated interest expense and preferred dividends; and

(iii)

depreciation and amortization (including, but not limited to, deferred financing costs, organization costs, goodwill, comprehensive income and non-compete amortization); and

(iv)

extraordinary, unusual and non-recurring losses and charges; and

(v)

other non-cash charges; and

(vi)

fees, costs and expenses (including amounts in respect of settlements or judgments) related to, and any reserves established in respect of, the litigation and investigations identified on Schedule 12 ( Litigation and Investigation ) ; and

(vii)

debt extinguishment charges and expenses; and

(viii)

foreign currency translation losses; and

(ix)

losses on investments; and

(x)

mark-to-market and foreign currency conversion losses on hedging transactions and intercompany accounts; and

(xi)

non-compete expenses; and

(xii)

losses on sales of fixed assets not in the ordinary course of business, after giving effect to any related charges for, reduction of or provisions for taxes thereon; and

(xiii)

minority interests; and

(xiv)

charges and expenses arising from any changes in accounting with respect to pensions; and

(xv)

charges and expense arising from any revaluation, lump-sum settlement, annuitization of pension assets and liabilities or contractual termination benefits; and

(xvi)

fees, costs and expenses incurred in connection with any proposed or consummated acquisition permitted hereunder; and

(xvii)

cost savings, operating expense reductions and synergies resulting from, or related to, mergers and other business combinations, acquisitions, divestitures, restructurings, cost savings initiatives and other similar initiatives and actions that are projected by the Company in good faith to be realized within 12 months from the fiscal quarter ended immediately after a merger or other business combination, acquisition or divestiture is consummated or any other restructuring, cost savings initiative or other initiative or action (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included pursuant to this clause (xvii), other than any cost savings, operating expense reductions and synergies of the type that would be permitted to be included in pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, shall not exceed $100,000,000 ; provided further that no cost savings, operating expense reductions and synergies shall be added back pursuant to this clause (xvii) to the extent duplicative of any expenses or charges otherwise added back to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period,

(c)

to the extent included in the calculation of net income for such period, the sum of:

(i)

extraordinary, unusual or non-recurring gains; and

(ii)

debt extinguishment gains; and

(iii)

foreign currency translation gains; and

(iv)

gains on investments; and

(v)

mark-to-market and foreign currency conversion gains on hedging transactions and intercompany accounts; and

(vi)

gains on sales of fixed assets not in the ordinary course of business, after giving effect to any related charges for, reduction of or provisions for, taxes thereon; and

(vii)

other income (including other income attributable to minority interests).

(a)

Securities with respect to the payment of taxes, assessments or governmental charges in each case that are not yet due or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;

(b)

Securities of landlords arising by statute or lease contracts entered into in the ordinary course, inchoate, statutory or construction liens, and liens of suppliers, mechanics, carriers, materialmen, warehousemen, producers, operators or workmen and other liens imposed by law created in the ordinary course of business for amounts not yet due or that are being contested in good faith by appropriate proceedings and with respect to which adequate

(c)

liens, pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits, taxes, assessments, statutory obligations or other similar charges or to secure the performance of bids, tenders, sales, leases, contracts (other than for the repayment of borrowed money) or in connection with surety, appeal, customs or performance bonds or other similar instruments;

(d)

encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar encumbrances on the use of real property not materially detracting from the value of such real property and not materially interfering with the ordinary conduct of the business conducted at such real property;

(e)

encumbrances arising under leases or subleases of real property that do not, individually or in the aggregate, materially detract from the value of such real property or materially interfere with the ordinary conduct of the business conducted at such real property;

(f)

encumbrances arising under licenses or sublicenses of intellectual property granted in the ordinary course of such Person’s business;

(g)

financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business; and

(h)

liens, pledges or deposits made in the ordinary course of banking arrangements in connection with any netting or set-off arrangements for the purpose of netting debit and credit balances.

(a)

indebtedness of such Person for borrowed money;

(b)

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

(c)

obligations of such Person as lessee under Capital Leases,

(i)

recourse for such borrowings is limited to such policies and the proceeds thereof; and

(ii)

any value assigned to such policies on the consolidated financial statements of the Company and its Subsidiaries,

(a)

acquires by way of assignment, novation or transfer;

(b)

enters into any sub-participation in respect of; or

(c)

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of, or allowing it to control the exercise of rights relating to,

(a)

which (in any capacity) has failed to make a payment when due under this Agreement or has notified a Party that it will not make such a payment, except where:

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and

(ii)

the Finance Party is disputing in good faith whether it is contractually obliged to make the payment in question;

(b)

which (in any capacity) has otherwise rescinded or repudiated a Finance Document; or

(c)

which:

(i)

is or is adjudicated to be insolvent;

(ii)

applies or resolves to be wound up, given protection against creditors or placed in bankruptcy or any analogous process; or

(iii)

is subject to the appointment of a liquidator, administrator, manager, trustee in bankruptcy or any analogous process.

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

(a)

land, air, water, sound, odour, taste and climate;

(b)

any layer of the atmosphere;

(c)

any organic or inorganic matter;

(d)

any living organism; and

(e)

natural or human made or modified features or structures,

(a)

each interaction of any activity on that land or of that land itself with the Environment;

(b)

each of the following aspects of that land:

(i)

heritage items on the land or heritage values or significance of the land or anything on it (including, without limitation, Aboriginal heritage);

(ii)

Contamination of or from the land or from activities on the land;

(iii)

Pollution of or from the land or from activities on it;

(iv)

the flora and fauna on or in the vicinity of the land including threatened species, populations or ecological communities or their habitats on or in the vicinity of the land;

(v)

critical habitat on or in the vicinity of the land;

(vi)

the propensity of the land to be affected by natural disasters such as bushfires, flooding or geotechnical instability or earthquakes;

(vii)

the physical, chemical or geotechnical characteristics of the land or any structures on it; and

(viii)

the zoning or permissible uses of the land.

(a)

Commonwealth, State or local government legislation including regulations, by laws and instruments;

(b)

common law to the extent that it relates to the use of land, or the carrying out of activities on land;

(c)

requirements, consents and concurrences (including conditions) of any Authorisation; and

(d)

guidelines, specifications or prescriptions of any Governmental Agency with which a person is legally required to comply.

(h)

a determination that any Pension Plan is, or is expected to be, in “at-risk” status (within the meaning of Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code).

(a)

in relation to an Original Facility A Lender, the amount in Australian dollars set opposite its name under the heading "Facility A Commitment" in Part II of Schedule 1 ( The Original Parties ) and the amount of any other Facility A Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount in Australian dollars of any Facility A Commitment transferred to it under this Agreement,

(a)

in relation to the Original Facility B Lender, the amount in Australian dollars set opposite its name under the heading "Facility B Commitment" in Part II of Schedule 1 ( The Original Parties ) and the amount of any other Facility B Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount in Australian dollars of any Facility B Commitment transferred to it under this Agreement,

(a)

in relation to an Original Facility C Lender, the amount in Australian dollars agreed by that Lender to be its "Facility C Commitment" in the Facility C Confirmation signed by that Lender, and the amount of any other Facility C Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount in Australian dollars of any Facility C Commitment transferred to it under this Agreement,

(a)

sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

(b)

any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

(c)

any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

(a)

in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b)

in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

(c)

in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,

(a)

the Facility B Fee Letter; and

(b)

any letter or letters dated on or about the date of this Agreement between the MLAB and the Company (or the Agent and the Company) setting out any of the fees referred to in Clause 13 ( Fees ).

(a)

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

(b)

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

(a)

any Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 25 ( Changes to the Lenders ),

(a)

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

(b)

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

(c)

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

(a)

is maintained for employees of the Company or an ERISA Affiliate and at least one Person other than the Company and its ERISA Affiliates; or

(b)

was so maintained and in respect of which the Company or an ERISA Affiliate could have liability under Section 4063, 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

(a)

which is a non-resident of Australia and does not become a Lender or receive a payment in carrying on a business in Australia at or through a permanent establishment of the Associate in Australia; or

(b)

which is a resident of Australia and which becomes a Lender or receives a payment in carrying on a business in a country outside Australia at or through a permanent establishment of the Associate in that country; and

(a)

pollution of air;

(b)

pollution of water;

(c)

noise; and

(d)

pollution of land.

(a)

in relation to BBSY Bid, the sum of:

(i)

the following rates:

(ii)

0.05% per annum.

(a)

the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State; or

(b)

the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or Australia.

(B)

0.05% per annum.

(a)

is maintained for employees of the Company or any ERISA Affiliate and no Person other than the Company and its ERISA Affiliates; or

(b)

was so maintained and in respect of which the Company or an ERISA Affiliate could have liability under Section 4062 or 4069 of ERISA in the event such plan has been or were to be terminated.

(a)

in relation to Facility A, the date that is five years from the date of Financial Close;

(b)

in relation to Facility B, subject to any extension under clause 6.10 ( Annual Review ), the date that is 12 months from the date of Financial Close, and

(c)

in relation to Facility C, the date that is five years from the date of Financial Close.

(a)

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)

the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

(a)

a Borrower which is resident for tax purposes in the US; or

(b)

an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

1.2

Construction

(a)

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

(i)

the " Agent ", the " MLAB ", any " Finance Party ", any " Lender ", any " Obligor " or any " Party " shall be construed so as to include its executors, administrators, successors, substitutes (including by novation) and assigns to, or of, its rights and/or obligations under the Finance Documents;

(ii)

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

(iii)

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

(iv)

a " group of Lenders " includes all the Lenders;

(v)

" indebtedness " includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vi)

the " Interest Period " of a Bank Guarantee shall be construed as a reference to the Term of that Bank Guarantee;

(vii)

a " person " or "entity" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership or other entity (whether or not having separate legal personality) or two or more of them and any reference to a particular person or entity (as so defined) includes a reference to that person's or entity's executors, administrators, successors, substitutes (including by novation) and assigns;

(viii)

a " regulation " includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation and if not having the force of law, with which responsible entities in the position of the relevant Party would normally comply;

(ix)

a Utilisation made or to be made to a Borrower includes a Bank Guarantee issued on its behalf;

(x)

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

(xi)

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

(xii)

the words "including" , "for example" or "such as" when introducing an example do not limit the meaning of the words to which the example relates to that example or examples of a similar kind.

(b)

The determination of the extent to which a rate is "for a period equal in length" to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c)

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

(d)

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

(e)

A Borrower providing " cash cover " for a Bank Guarantee means a Borrower paying an amount in the currency of the Bank Guarantee to the Facility B Lender of such Bank Guarantee who must apply the amount in accordance with Clause 24.13 ( Cash cover ).

(f)

A Default (other than an Event of Default) is " continuing " if it has not been remedied to the satisfaction of the Agent (acting on the instructions of the Majority Lenders) or waived and an Event of Default is " continuing " if it has not been remedied to the satisfaction of the Agent (acting on the instructions of the Majority Lenders) or waived.

(g)

A Borrower " repaying " or " prepaying " a Bank Guarantee means:

(i)

that Borrower providing cash cover for that Bank Guarantee;

(ii)

that Borrower making a payment under Clause 7.2 ( Claims under a Bank Guarantee ) in respect of the Bank Guarantee or a Borrower reimbursing an amount paid by the Facility B Lender under the Bank Guarantee under Clause 7.3 ( Indemnities );

(iii)

the maximum amount payable under the Bank Guarantee being reduced or cancelled in accordance with its terms;

(iv)

the Bank Guarantee being returned to the Facility B Lender;

(v)

the Facility B Lender being satisfied that it has no further liability under that Bank Guarantee; or

(vi)

providing a back-to-back letter of credit, bank guarantee or similar from a bank which, along with the terms (including fees and identity of the issuer) of such letter of credit, bank guarantee or similar instrument, must be acceptable to the Facility B Lender in its absolute discretion,

(A)

provide cash cover for the outstanding amount of the Bank Guarantee (less the total amount paid by the Facility B Lender under the Bank Guarantee); and

(h)

An amount borrowed includes any amount utilised by way of Bank Guarantee.

(i)

A Lender funding its participation in a Utilisation includes a Lender participating in a Bank Guarantee.

(j)

Amounts outstanding under this Agreement include amounts actually or contingently outstanding under or in respect of any Bank Guarantee.

(k)

An outstanding amount of a Bank Guarantee at any time is the maximum amount that is or may be payable by the relevant Borrower in respect of that Bank Guarantee at that time.

(l)

A Borrower's obligation on Utilisations becoming " due and payable " includes the Borrower repaying any Bank Guarantee in accordance with paragraph (g) above.

1.3

Currency symbols and definitions

2.

THE FACILITIES

2.1

The Facilities

(a)

the Facility A Lenders make available to the Borrowers an Australian dollar term loan facility in an aggregate amount equal to the Total Facility A Commitments;

(b)

the Facility B Lender makes available to the Borrowers an Australian dollar bank guarantee facility in an aggregate amount equal to the Total Facility B Commitments; and

(c)

subject to clause 2.2 below, the Facility C Lenders make available to the Borrowers an Australian dollar term loan facility in an aggregate amount equal to the Total Facility C Commitments.

2.2

Facility C Commitments

(a)

The Parties agree that the MLAB may, at the request of the Original Guarantor, seek expressions of interest from banks or financial institutions or trusts, funds or other entities which are regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets to participate in Facility C in an aggregate additional amount of up to A$175,000,000 (a " Facility C Increase "), provided that the Company must first provide its consent to the introduction of any Facility C Lender to the extent Australian Withholding Tax will be payable in connection with such Facility C Lender becoming a Lender hereunder. For the avoidance of doubt, a Facility A Lender or Facility B Lender may, but shall not be obliged to, participate in any Facility C Increase.

(b)

Subject to this clause 2.2, a Facility C Increase shall be effected as follows:

(i)

each Original Facility C Lender will:

(A)

become a Party to this Agreement as a "Lender";

(ii)

the Obligors and each Original Facility C Lender shall assume obligations towards one another and/or acquire rights against one another in respect of that Lender's Allocated Facility C Commitments as each of those parties would have assumed and/or acquired had it been a Lender under this Agreement at close of business on the Facility C Increase Date;

(iii)

each Original Facility C Lender and the other Finance Parties shall assume obligations towards one another in respect of the relevant increased Facility C Commitments and acquire rights against one another in respect of the relevant increased Facility Commitments as that Lender and those Finance Parties would have assumed and/or acquired in respect of the relevant increased Facility Commitments had it been a Lender under this Agreement at close of business on the Increase Date; and

(iv)

any increase in the Facility C Commitments shall take effect on the date on which the conditions set out in paragraphs (c) and (d) below are satisfied (the " Facility C Increase Date ").

(c)

An increase in the Facility C Commitments will only be effective when each Original Facility C Lender and each other party to a Facility C Confirmation executes that document and the Agent otherwise duly completes that Facility C Confirmation. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Facility C Confirmation appearing on its face to be delivered in accordance with this Agreement execute that Facility C Confirmation.

(d)

The Agent shall only be obliged to execute a Facility C Confirmation if the Agent is satisfied that each Original Facility C Lender has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Facility C Commitments by that prospective lender.

(e)

The Company shall promptly on demand pay the Agent and the MLAB the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent and the MLAB in connection with any increase in the Facility C Commitment under this Clause 2.2.

2.3

Finance Parties' rights and obligations

(a)

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

(b)

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance party include any debt owing to that Finance Party under the Finance Documents and for the avoidance of doubt:

(i)

any part of a Loan; or

(ii)

any other amount owed by an Obligor which relates to a Finance Party's participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf)

(c)

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

2.4

UXC limited to Utilisations under Facility B

3.

PURPOSE

3.1

Purpose

(a)

The Borrowers shall apply all amounts borrowed by it under Facility A and Facility C towards refinancing certain existing indebtedness, working capital and other general corporate funding purposes.

(b)

The Borrowers shall apply all amounts borrowed by it under Facility B towards working capital and other general corporate funding purposes.

3.2

Monitoring

4.

CONDITIONS OF UTILISATION

4.1

Initial conditions precedent

4.2

Further conditions precedent

(a)

no Default is continuing or would result from the proposed Utilisation; and

(b)

the Repeating Representations to be made by each Obligor are true in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of such date, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case it was correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) as of such earlier date.

4.3

Maximum number of Utilisations

(a)

A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation:

(i)

eight or more Facility A Loans would be outstanding;

(ii)

10 or more Facility B Utilisations would be outstanding; and

(iii)

eight or more Facility C Loans would be outstanding.

(b)

A Borrower may not request that a Facility A Loan be divided if, as a result of the proposed division, eight or more Facility A Loans would be outstanding.

(c)

A Borrower may not request that a Facility C Loan be divided if, as a result of the proposed division, eight or more Facility C Loans would be outstanding.

5.

UTILISATION - LOANS

5.1

Delivery of a Utilisation Request for Loans

5.2

Completion of a Utilisation Request for Loans

(a)

Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

(i)

it identifies the Facility to be utilised;

(ii)

the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(iii)

the currency and amount of the Utilisation comply with Clause 5.3 ( Amount ); and

(iv)

the proposed Interest Period complies with Clause 11 ( Interest Periods ).

(b)

Only one Loan may be requested in each Utilisation Request.

5.3

Amount

5.4

Lenders' participation

(a)

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

(b)

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

5.5

Cancellation of Commitment

(a)

The Facility A Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility A.

(b)

The Facility B Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility B.

(c)

The Facility C Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility C.

6.

UTILISATION - BANK GUARANTEES

6.1

Facility B

(a)

Facility B may be utilised by way of Bank Guarantees.

(b)

Clause 5 ( Utilisation - Loans ) does not apply to Utilisations by way of Bank Guarantees.

(c)

Unless otherwise agreed, in determining the amount of the Available Facility for the purposes of this Agreement the Available Commitment of a Lender will be calculated ignoring any cash cover or any back-to-back letter of credit provided for outstanding Bank Guarantees.

6.2

Delivery of a Utilisation Request for Bank Guarantees

6.3

Completion of a Utilisation Request for Bank Guarantees

(a)

it specifies that it is for a Bank Guarantee;

(b)

the proposed Utilisation Date is a Business Day within the Availability Period applicable to Facility B;

(c)

the currency and amount of the Bank Guarantee comply with Clause 6.4 ( Amount );

(d)

the form of Bank Guarantee is attached and is substantially in the form set out in Schedule 11 ( Form of Bank Guarantee ) or another form that has been agreed in writing by the Facility B Lender;

(e)

the Expiry Date of the Bank Guarantee falls on or before the Termination Date applicable to Facility B;

(f)

the delivery instructions for the Bank Guarantee are specified;

(g)

the identity of the beneficiary of the Bank Guarantee is approved by the Facility B Lender; and

(h)

the underlying contract or agreement in respect of which the Bank Guarantee is issued is specified.

6.4

Amount

6.5

Issue of Bank Guarantees

(a)

If the conditions set out in this Agreement have been met, the Facility B Lender shall issue the Bank Guarantee on the Utilisation Date.

(b)

The Facility B Lender will only be obliged to comply with paragraph (a) above if on the date of the proposed Utilisation Date:

(i)

in the case of a Bank Guarantee to be renewed in accordance with Clause 6.6 ( Renewal of a Bank Guarantee ), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; and

(ii)

the Repeating Representations to be made by each Obligor are true in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of such date, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case it was correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) as of such earlier date.

(c)

The Facility B Lender has no duty to enquire of any person whether or not any of the conditions set out in paragraph (b) above have been met. The Facility B Lender may assume that those conditions have been met unless it is expressly notified to the contrary by the Agent. The Facility B Lender will have no liability to any person for issuing a Bank Guarantee based on such assumption.

(d)

The Facility B Lender is solely responsible for the form of the Bank Guarantee that it issues. The Agent has no duty to monitor the form of that document.

(e)

Subject to paragraph (j) of clause 28.8 ( Rights and discretions ), each of the Facility B Lender and the Agent shall provide the other with any information reasonably requested by the other that relates to a Bank Guarantee and its issue.

(f)

The Facility B Lender may issue a Bank Guarantee in the form of a SWIFT message or other form of communication customary in the relevant market but has no obligation to issue that Bank Guarantee in any particular form of communication.

6.6

Renewal of a Bank Guarantee

(a)

A Borrower may request that any Bank Guarantee issued on behalf of that Borrower be renewed by delivery to the Facility B Lender of a Renewal Request in substantially similar form to a Utilisation Request for a Bank Guarantee by the Specified Time.

(b)

The Facility B Lender shall treat any Renewal Request in the same way as a Utilisation Request for a Bank Guarantee except that the condition set out in paragraph (d) of Clause 6.3 ( Completion of a Utilisation Request for Bank Guarantees ) shall not apply.

(c)

The terms of each renewed Bank Guarantee shall be the same as those of the relevant Bank Guarantee immediately prior to its renewal, except that:

(i)

its amount may be less than the amount of the Bank Guarantee immediately prior to its renewal; and

(ii)

its Term shall start on the date which was the Expiry Date of the Bank Guarantee immediately prior to its renewal, and shall end on the proposed Expiry Date specified in the Renewal Request.

(d)

Subject to paragraph (c) above and paragraph (e) below, if the conditions set out in this Agreement have been met, the Facility B Lender shall amend or re-issue any Bank Guarantee pursuant to a Renewal Request.

(e)

Where a new Bank Guarantee is to be issued to replace by way of renewal an existing Bank Guarantee, the Facility B Lender is not required to issue that new Bank Guarantee until the Bank Guarantee being replaced has been returned to the Facility B Lender or the Facility B Lender is satisfied either that it will be returned to it or otherwise that no liability can arise under it.

6.7

Notification of the Agent

6.8

Reduction or expiry of Bank Guarantee

6.9

Bank Guarantee which does not expire before Termination Date

6.10

Annual Review

(a)

Facility B (and the conditions of Facility B, including pricing) are subject to review by the Facility B Lender in accordance with this Clause 6.10 on the Review Date.

(b)

If a review is not carried out by the Facility B Lender on or before a scheduled Review Date, the Facility B Lender may carry out the review at any time after that date. Subject to paragraph (f), the results of a review carried out after a scheduled Review Date can only be imposed on a Borrower after no less than 10 Business Days' written notice from the Facility B Lender.

(c)

Following any review, the Facility B Lender may give a Borrower a written notice in relation to Facility B (a Review Notice ) stating that it wants:

(i)

to extend Facility B on its current terms;

(ii)

to extend Facility B but change any of the conditions (including pricing, fees and costs) of Facility B; or

(iii)

to terminate Facility B.

(d)

A Review Notice will specify:

(i)

the action which the Facility B Lender wants to take, including the conditions which it wants to change; and

(ii)

the time period in which a Borrower must respond to the Facility B Lender provided that the time period must not be less than 10 Business Days, unless the Borrower agrees to a shorter period.

(e)

If the Facility B Lender gives a Borrower a Review Notice, unless the Facility B Lender agrees otherwise with the Borrower:

(i)

the changes take effect from the day when the Borrower accepts the changes in writing and the new Termination Date for Facility B will be the date specified by the Facility B Lender in the Review Notice; or

(ii)

if the Borrower does not accept the changes before the end of the time period specified in the Review Notice, with effect from the end of the time period, Facility B becomes repayable on demand by the Facility B Lender.

(f)

If the Facility B Lender gives a Borrower a Review Notice stating that it wants to terminate Facility B, the termination takes effect on the then current Termination Date for Facility B or any later date specified in the Review Notice and the Borrower must pay the Facility B Lender immediately upon the termination taking effect each outstanding Facility B Utilisation (including any accrued but unpaid interest) together with any fees and other amounts actually or contingently owing in connection with Facility B.

(g)

This clause does not affect the Facility B Lender's rights if a Default has occurred.

7.

BANK GUARANTEES

7.1

Claims under a Bank Guarantee

(a)

Each Borrower irrevocably and unconditionally authorises the Facility B Lender to pay any claim made or purported to be made under a Bank Guarantee requested by it and which appears on its face to be in order (in this Clause 7, a " claim ").

(b)

The relevant Borrower shall pay to the Facility B Lender an amount equal to the amount of any claim on the day on which the Facility B Lender pays that claim. If the Borrower does not pay this amount to the Facility B Lender on the date on which the Facility B Lender pays the claim, interest shall accrue on the amount from that date up to the actual date of payment in accordance with Clause 10.4 ( Default interest ).

(c)

Each Borrower acknowledges that the Facility B Lender:

(i)

may make payments under a Bank Guarantee by any means that it determines;

(ii)

may make any payments under a Bank Guarantee despite any direction by the Borrower to the Facility B Lender not to pay, any dispute between the Borrower and the Facility B Lender as to the Facility B Lender's obligation to pay, any dispute between the Borrower and the beneficiary of the Bank Guarantee or any claim by the Borrower that a claim under the Bank Guarantee is not valid;

(iii)

is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim;

(iv)

may refuse to make a payment under a Bank Guarantee (in its absolute discretion) where it considers that a claim under, or any other document presented under the Bank Guarantee, does not comply with the terms of the Bank Guarantee; and

(v)

deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

(d)

The obligations of a Borrower under this Clause 7 will not be affected by:

(i)

he sufficiency, accuracy or genuineness of any claim or any other document;

(ii)

any incapacity of, or limitation on the powers of, any person signing a claim or other document;

(iii)

any act of any Governmental Agency, court, arbitral body, agency or authority or the application of any law or regulation affecting any Bank Guarantee; or

(iv)

any failure by any person to obtain any Authorisation required or desirable in connection with any Bank Guarantee.

7.2

Indemnities

(a)

Without prejudice to each Borrower's obligation under Clause 7.1 ( Claims under a Bank Guarantee ), each Borrower shall within ten Business Days indemnify the Facility B Lender against any cost, loss or liability incurred by the Facility B Lender (otherwise than by reason of the Facility B Lender's gross negligence or wilful misconduct) in acting as the Facility B Lender under any Bank Guarantee requested by that Borrower (including as a result of the Facility B Lender making a payment under Clause 7.4 ( Voluntary pay-out )).

(b)

The obligations of each Borrower under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by the Borrower in respect of any Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.

(c)

The obligations of any Borrower under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:

(i)

any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Bank Guarantee or any other person;

(ii)

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;

(iii)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(iv)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Bank Guarantee or any other person;

(v)

any amendment (however fundamental) or replacement of a Finance Document, any Bank Guarantee or any other document or security;