Exhibit 99.(b) (5)

EXECUTION COPY

€2,275,000,000

BRIDGE FACILITY AGREEMENT

dated 30 November 2005 as amended and restated on January 12, 2006

for

NORDIC TELEPHONE COMPANY HOLDING APS

arranged by

BARCLAYS CAPITAL

CREDIT SUISSE FIRST BOSTON INTERNATIONAL

DEUTSCHE BANK AG, LONDON BRANCH

▇.▇. ▇▇▇▇▇▇ plc

THE ROYAL BANK OF SCOTLAND plc

with

▇.▇. ▇▇▇▇▇▇ EUROPE LIMITED

acting as Bridge Facility Agent

and

▇.▇. ▇▇▇▇▇▇ EUROPE LIMITED

acting as Security Agent

CONTENTS

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THIS AGREEMENT is dated 30 November 2005 as amended and restated on 12 January 2006 and made between:

(1)                            NORDIC TELEPHONE COMPANY HOLDING ApS, a company with limited liability incorporated under the laws of the Kingdom of Denmark (with CVR number 29174202) having its seat in Denmark and its registered office at Langelinie ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ (the “Borrower”);

(2)                            BARCLAYS CAPITAL, CREDIT SUISSE FIRST BOSTON INTERNATIONAL, DEUTSCHE BANK AG, LONDON BRANCH, ▇.▇. ▇▇▇▇▇▇ PLC AND THE ROYAL BANK OF SCOTLAND PLC AS MANDATED LEAD ARRANGERS (whether acting individually or together the “Arrangers” or the “Bridge Arrangers”);

(3)                            THE INSTITUTIONS listed in Part II of Schedule 1 (The Original Lenders) as lenders (the “Original Lenders”);

(4)                            ▇.▇. ▇▇▇▇▇▇ EUROPE LIMITED as Bridge Facility Agent of the Lenders (the “Bridge Facility Agent”); and

(5)                            ▇.▇. ▇▇▇▇▇▇ EUROPE LIMITED as Security Agent for the Finance Parties (the “Security Agent”).

IT IS AGREED as follows:

SECTION 1
INTERPRETATION

1.                                       DEFINITIONS AND INTERPRETATION

1.1.                              Definitions

In this Agreement:

“2006 Target Bonds” means the €684,518,000 5.875% Notes due 2006, issued by the Target pursuant to the terms and conditions of the Offering Circular for the US$3,000,000,000 Euro Medium Term Notes dated 9 April 2001.

“Acceleration Date” means the date (if any) on which the Bridge Facility Agent:

(a)                                  gives a notice under paragraphs (a) (at a time prior to the Closing Date only) or (b) of Clause 21.15 (Acceleration); or

(b)                                 having placed the Bridge Facility on demand pursuant to paragraph (c) of Clause 21.15 (Acceleration), makes a demand under the said paragraph (c).

“Acceptable Bank” means:

(a)                                  a financial institution duly authorised under applicable laws to carry on the business of banking (including, without limitation, the business of taking deposits);

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(b)                                 any Finance Party or Senior Finance Party; or

(c)                                  any other bank or financial institution approved by the Bridge Facility Agent.

“Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

“Accounting Principles” means International Financial Reporting Standards and practice and financial reference periods used in the Business Plan.

“Accounting Report” means the accounting due diligence report relating to the Group and prepared by PricewaterhouseCoopers LLP in the Agreed Form.

“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost formulae).

“Additional Guarantor” means a member of the Group which becomes a Guarantor in accordance with Clause 23 (Changes to the Obligors).

“Adjustment Date” means the earliest of:

(a)                                  the date on which all Tenders have been completed in accordance with their respective terms;

(b)                                 the date falling four Months after the Closing Date; or

(c)                                  such date, if any, as the Borrower confirms to the Bridge Facility Agent in writing that no Tender is to be launched, offered, called or made.

“ADRs” means American Depositary Receipts in respect of ordinary shares of the Target.

“Affiliate” means, 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.

“Agent’s Spot Rate of Exchange” means the Bridge Facility Agent’s spot rate of exchange for the purchase of the relevant currency in the London foreign exchange market with euro as of 11.00 a.m. on a particular day.

“Agreed Form” means, in relation to a document, that:

(a)                                  it is in a form initialled by or on behalf of the Borrower and the Bridge Facility Agent on or before the signing of this Agreement for the purposes of identification; or

(b)                                 if not falling within paragraph (a) above, it is in form and substance satisfactory to the Bridge Facility Agent (acting reasonably) and initialed by or on behalf of the Bridge Facility Agent for the purposes of identification or is in a form set out in a Schedule to this Agreement.

“Agreed Security Principles” means the agreed security principles set out in Schedule 10 (Agreed Security Principles).

“Agreed Sources and Uses Spreadsheet” means the spreadsheet contained in the agreed model prepared by Initial Investors and initialed by the Bridge Facility Agent and the Borrower for the purposes of identification only on or about January 12, 2006 which, amongst other things, contains the agreed

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methodology by which the maximum aggregate amount of Term Loans under Facility A1, Facility B1, Facility C1 and Cash Bridge Facility A (each such term as defined in the Senior Facilities Agreement) that are to be outstanding at any time are determined having regard to the number of Target Shares owned by Bidco at such time.

“Annual Accounting Date” means the annual financial year-end of the Borrower.

“Annual Financial Statements” means any financial statements delivered pursuant to paragraph (a)(i) of Clause 18.1 (Financial Statements).

“Anti-Terrorism Laws” means any law or regulation of any jurisdiction relating to terrorism or money laundering, including the Executive Order and the USA Patriot Act.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration, in each case, required by law or regulation.

“Availability Period” means the period from and including the date of this Agreement to and including the date falling 120 days after the Closing Date.

“Available Commitment” means a Lender’s Commitment minus the amount of its participation in any outstanding Initial Loan.

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment.

“Bidco” means Nordic Telephone Company ApS, a company with limited liability incorporated under the laws of the Kingdom of Denmark (CVR number 29146780) having its seat in Denmark and its registered office at ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, which (other than any shares owned by directors (or other officers) of Bidco solely (to the minimum extent permitted) so as to comply with applicable laws requiring such shareholding to be maintained), is a wholly owned direct subsidiary of the Borrower.

“Board” means the Board of Governors of the Federal Reserve System of the US (or any successor).

“Bond Redemption Account” has the meaning given to it in the Senior Facilities Agreement.

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

(a)                                  the interest (excluding any Margin and Mandatory Cost) which a Lender should have received for the period from the date of receipt of all or any part of its participation in an Initial Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Initial Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period

exceeds:

(b)                                 the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the European interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

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“Bridge Debt” means all present and future moneys, debts and liabilities due, owing or incurred by any Obligor to any Finance Party under or in connection with any Bridge Finance Document (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise).

“Bridge Facility” means the facility made available under this Agreement.

“Bridge Facility Fee Letter” means any letter or letters entered into by reference to this Agreement between any one or more of the Finance Parties and the Borrower.

“Bridge Finance Documents” means each of: (a) this Agreement; (b) any Accession Letter; (c) any Resignation Letter; (d) any Transaction Security Document; (e) the Intercreditor Agreement; (f) any Utilisation Request; (g) any Transfer Certificate; and (h) any other document or agreement designated as such by the Bridge Facility Agent and the Borrower.

“Budget” means any budget delivered by the Borrower to the Bridge Facility Agent pursuant to Clause 18.4 (Budget).

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

(a)                                  (if on that day a payment in or a purchase of a currency (other than euro) is to be made) the principal financial centre of the country of that currency; or

(b)                                 (if on that day a payment in or a purchase of euro is to be made) which is also a TARGET Day.

“Business Plan” means the financial model, including profit and loss statement, balance sheet and cash flow projections, in the Agreed Form, relating to the Group (including the Target Group).

“Capital Expenditure” has the meaning given to that term in Clause 19.1 (Financial definitions).

“Capitalised Lease Obligations” means, with respect to any person, any rental obligation (including, without limitation, any hire purchase payment obligation) which, under the Accounting Principles, would be required to be treated as a finance lease or otherwise capitalised on the books of such person, in accordance with such principles.

“Cash” means, at any time, cash in hand, cash in till, receivables due from a recognised credit card provider or financial institution arising out of the use of a debit card issued by such financial institution, cash in transit or any credit balance on an account in the name of a member of the Group and to which a member of the Group is alone beneficially entitled (together, when used in this definition “cash”) and for so long as:

(a)                                  repayment of that cash is not contingent on the prior discharge of any other indebtedness of any Group member (other than, for the purposes of Clause 19 (Financial covenants), any indebtedness included in the calculation of Consolidated Total Net Debt) or of any other person whatsoever;

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(b)                                 there is no Security over that cash except Transaction Security (as defined, for purposes of this Clause (b), in the Senior Facilities Agreement) (or, for the purposes of Clause 19 (Financial covenants), Security securing other indebtedness included in the calculation of Consolidated Total Net Debt); and

(c)                                  such cash (save for cash securing the indebtedness referred to in parentheses in paragraphs (a) and (b) above) is capable of being applied in repayment or prepayment of the Senior Facilities or the Bridge Facility within 3 months without any condition other than the lapse of time and notice being given having to be fulfilled.

“Cash Equivalent Investments” means:

(a)                                  debt securities or other investments in marketable obligations issued by, or unconditionally guaranteed by, the government of the United States of America, the United Kingdom, Switzerland, Denmark, any member state of the European Economic Area or any Participating Member State which are not convertible into any other form of security and having not more than one year to final maturity;

(b)                                 open market commercial paper or other debt securities for which a recognised trading market exists which are not convertible into any other form of security and having not more than one year to final maturity, at all times rated at least P-1 by ▇▇▇▇▇’▇ or A-1 by S&P or Fitch and which are not issued or guaranteed by any member of the Group;

(c)                                  certificates of deposit issued by, and acceptances by, banking institutions rated at least P-1 by ▇▇▇▇▇’▇ or A-1 by S&P or Fitch;

(d)                                 any bonds or notes issued and having not more than one year to final maturity and, at the time of acquisition, having a rating of at least BBB - from S&P or Fitch, or at least Baa3 from ▇▇▇▇▇’▇;

(e)                                  bills of exchange issued in the United States of America, the United Kingdom, Switzerland, Japan, Denmark, any member state of the European Economic Area or any Participating Member State eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialised equivalent);

(f)                                    investments in money market funds or enhanced yield funds at all times rated at least P-1 by ▇▇▇▇▇’▇ or A-1 by S&P or Fitch which invest substantially all their assets in securities of the type described in sub-paragraphs (a) to (c) above;

(g)                                 investments accessible within 30 days in:

(i)                                     AAA money market funds; and

(ii)                                  enhanced yield funds within a minimum rating of AA; and

(h)                                 other securities (if any) approved in writing by the Facility Agent,

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to which any member of the Group is beneficially entitled at that time and which in each case is not subject to any Security (other than pursuant to any Transaction Security Document (as defined, for purposes of this definition, in the Senior Facilities Agreement) or, for the purposes of Clause 19 (Financial covenants), Security securing other indebtedness included in the calculation of Consolidated Total Net Debt) and which is denominated and payable in euro, Swiss Francs, Sterling, US Dollars or Danish Kroner (or any currency of a country in which a member of the Group has operations provided that such currency is freely convertible into one or more of euro, Swiss Francs, Sterling, US Dollars or Danish Kroner), and the proceeds of which are capable of being remitted to a member of the Group.

“Certain Funds Period” means the period from and including the date of this Agreement to and including the earlier of:

(a)                                   the later of:

(i)                                  the date which is the originally scheduled maturity date of the 2006 Target Bonds; and

(ii)                               the date falling four Months after the Closing Date; and

(b)                                  the date on which the Offer is withdrawn or terminated.

“Closing Date” means the date on which the Initial Loans are first drawn down.

“Commitment” means as to any Lender, its obligation to (i) make an Initial Loan to the Borrower pursuant to Clause 2.1(a) in an amount equal to the amount set forth under such Lender’s name in Schedule I, Part 2 opposite the caption “Commitment Amount” or in the Transfer Certificate pursuant to which a Lender acquires its Commitment, as the same may be adjusted pursuant to Clause 7.2 (Voluntary cancellation) Clause 7.3 (Voluntary prepayment) and Clause 22 (Changes to the Lenders) and (ii) convert into Extended Loans as provided in Clause 2.1(b).  The aggregate Commitments on the Closing Date shall not exceed €2,275,000,000.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of quarterly Compliance Certificate).

“Compulsory Acquisition Procedures” means:

(a)                                  compulsory acquisition pursuant to the Articles of Association (in Danish: “Vedtaegtsbesternt tvangsindløsning”) pursuant to Section 79(2) ((3)) of the Danish Public Companies Act; or

(b)                                 the procedure established by Sections 20(b) to 20(e) of the Danish Public Companies Act,

in both cases requiring any remaining minority shareholders of the Target below a certain level after the Closing Date to sell to Bidco all of their respective Target Shares such that, following the implementation and completion thereof, Bidco owns all of the Target Shares.

“Connected Person” means:

(a)                                  any Investor; and

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(b)                                 any person (which is not a member of the Group) through which the Investors hold their interest in the Group.

“Consideration” has the meaning given to that term in sub-paragraph (b)(viii)(A) of Clause 20.8 (Acquisitions).

“Consolidated Cashflow” has the meaning given to such term in Clause 19.1 (Financial definitions).

“Consolidated EBITDA” has the meaning given to such term in Clause 19.1 (Financial definitions).

“Consolidated Total Net Debt” has the meaning given to such term in Clause 19.1 (Financial definitions).

“Core Assets” means:

(a)                                  each member of the Target Group incorporated in Denmark, other than TDC Services A/S and the TDC Directories business;

(b)                                 the companies and businesses trading as or known as TDC Song; and

(c)                                  Bidco,

and any other member of the Group to which a substantial portion of the assets of any member of the Group referred to above has been transferred after the date of this Agreement.

“Danish FSA” means the Danish Financial Services Authority (“Finanstilsynet”).

“Danish Obligor” means an Obligor incorporated or established under the laws of the Kingdom of Denmark.

“Danish Public Companies Act” means the Danish Companies Consolidated Act No.1001 of 8 October 2004 with later amendments.

“Danish Securities Trading Act” means the Danish Securities Trading etc. Consolidated Act No 843 of 7 September 2005.

“Danish Takeover Order” means the Executive Order no. 618 of 23 June 2005 issued pursuant to the Danish Securities Trading Act.

“DCCA” means the Danish Commerce and Companies Agency.

“Debt Cover” has the meaning given to such term in Clause 19.1 (Financial definitions).

“Deed of Accession” means a deed of accession delivered to the Security Agent in accordance with the Intercreditor Agreement.

“Default” means an Event of Default or any event or circumstance specified in Clause 21 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Bridge Finance Documents or any combination of any of the foregoing) be an Event of Default, provided that any such event or circumstance which requires the satisfaction of a

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condition as to materiality before it becomes an Event of Default shall not be a Default unless that condition is satisfied.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Designated Person” means a person:

(a)                                  listed in the annex to, or otherwise subject to the provisions of, the Executive Order;

(b)                                 owned or controlled by, or acting for or on behalf of, any person listed in the annex to, or otherwise subject to the provisions of, the Executive Order;

(c)                                  with which any Finance Party is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(d)                                 that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(e)                                  named as a “specially designated national and blocked Person” on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list.

“Environmental Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law.

“Environmental Law” means any applicable law or regulation which relates to:

(a)                                  the pollution or protection of the environment;

(b)                                 harm to or the protection of human health; or

(c)                                  the health of animals or plants.

“Environmental Permits” means any permit, licence, consent, approval and other authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by any member of the Group.

“Establishment” has the meaning given in Article 2(h) of Council Regulation (EC) No. 1346/2000 of 29 May 2000.

“Equity Funded Target Shares” has the meaning given to it in sub-paragraph (a)(i)(C)(ii) of Clause 7.6 (Exit).

“EURIBOR” means, in relation to any Initial Loan or overdue amount in euro:

(a)                                  the applicable Screen Rate; or

(b)                                 (if no Screen Rate is available for the Interest Period of that Initial Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Bridge Facility Agent at its request quoted by the Reference Banks to leading banks in the European interbank market,

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as of the Specified Time on the Rate Fixing Day for the offering of deposits in euro for a period comparable to the Interest Period of the relevant Initial Loan.

“Event of Default” means any event or circumstance specified as such in Clause 21 (Events of Default).

“Exchange Documents” means the Exchange Note Indenture, the Exchange Notes and any Exchange Notes Registration Rights Agreement.

“Exchange Note Holders” means registered holders of the Exchange Notes.

“Exchange Note Indenture” shall have the meaning assigned to such term in Clause 20.34 (Exchange Notes).

“Exchange Notes” shall mean the securities issued under the Exchange Note Indenture.

“Exchange Notes Registration Rights Agreement” means an Exchange Notes Registration Rights Agreement consistent with the provisions set forth opposite the caption “Registration Rights” in the Summary of Terms and Conditions of Exchange Notes.

“Excluded Non-Core Asset Proceeds” has the meaning given to such term in paragraph (a) of Clause 7.7 (Disposal, Insurance, Report and Flotation Proceeds).

“Executive Order” means the US Executive Order No. 13224 on Terrorist Financing, which came into effect on 24 September 2001.

“Existing Debt” means any Financial Indebtedness of the Target Group existing at the Closing Date.

“Extended Loan Credit Agreement” shall have the meaning assigned to such term in Clause 20.33 (Extended Loan Documents).

“Extended Loans” shall have the meaning assigned to such term in Clause 2.1(b).

“Extension Date” shall mean the date on which the Initial Loans are converted into Extended Loans pursuant to Clause 2.1(b).

“Facility Office” means the office or offices notified by a Lender to the Bridge Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Final Maturity Date” means the tenth anniversary of the Closing Date or, if such date is not a Business Day, the Business Day next preceding such tenth anniversary.

“Finance Company” means a company which is a (direct or indirect) wholly owned Subsidiary of the Borrower, is a sister company, and not a Subsidiary of, Bidco, and does not own any shares or interest in any other person.

“Finance Party” means the Bridge Facility Agent, the Arrangers, the Exchange Note Holders, the Security Agent or a Lender.

“Financial Indebtedness” means (without double counting) any indebtedness for or in respect of:

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(a)                                  monies borrowed;

(b)                                 any amount raised by acceptance under any acceptance credit facility or by a ▇▇▇▇ discounting or factoring credit facility or dematerialised equivalents thereof (other than to the extent the same is discounted or factored on a non-recourse basis);

(c)                                  any amount raised pursuant to any note purchase facility or the issue of bonds (other than any performance or advance payment bond), notes, debentures, loan stock or any similar instrument;

(d)                                 the amount of any Capitalised Lease Obligation;

(e)                                  receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)                                    any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price and, when calculating the amount of any derivative transaction, only the marked to market value shall be taken into account (provided that for the purposes of Clause 21.4 (Cross Acceleration) only the net amount not paid or which is payable by the relevant member of the Group shall be included);

(g)                                 the acquisition cost of any asset where the deferred payment is arranged primarily as a method of raising finance and in circumstances where the due date for payment is more than 180 days after the expiry of the period customarily allowed by the relevant supplier save where the payment deferral results from the delayed or non-satisfaction of contract terms by the supplier or from the contract terms establishing payment schedules tied to total or partial contract completion and/or to the results of operational testing procedures;

(h)                                 any counter-indemnity obligation in respect of a guarantee, indemnity, bond (excluding any performance bond or advance payment bond), standby or documentary letter of credit or any other instrument issued by a bank or financial institution (each an “instrument”) provided that the underlying obligation in respect of which the instrument was issued would, under one or more of the other paragraphs of this definition, be treated as being Financial Indebtedness;

(i)                                     any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of borrowing which is treated as such under the Accounting Principles; and

(j)                                     the amount of any liability in respect of any guarantee or indemnity or similar assurance against financial loss for any of the items referred to in the preceding paragraphs of this definition,

but excluding for the avoidance of doubt all pension related liabilities.

“Financial Quarter” has the meaning given to that term in Clause 19.1 (Financial definitions).

“Financial Statements” means Annual Financial Statements, Quarterly Financial Statements or Monthly Financial Statements, as applicable.

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“Fitch” means Fitch Ratings Ltd. or any successor to its ratings business.

“Funds Flow Memorandum” means:

(a)                                  the funds flow memorandum in the Agreed Form containing details of the indicative flow of funds on the Closing Date such details having been prepared on the basis of information available at the time of preparation and applying assumptions which were, at the time it was compiled, considered by the Borrower and the Bridge Facility Agent to be reasonable; and

(b)                                 any replacement Funds Flow Memorandum that may from time to time be agreed between the Borrower and the Bridge Facility Agent, it being understood that they will to the extent it is required (as appropriate) discuss in good faith with a view to preparing and agreeing a revised funds flow memorandum.

If a precise funds flow memorandum is not able to be settled as contemplated above at the time of drawing of the Initial Loans, to the extent it has not and it is relevant to the Initial Loans, references in this Agreement to payment being made in accordance with the Funds Flow Memorandum (or similar) shall be construed as being a reference to payment being made in a manner such that, where applicable, the obligations of Bidco in respect of the Offer will be able to be fulfilled and in all other respects, so as to fulfill the transactions to which such Initial Loans relate as contemplated in this Agreement and provided further, any amount relating to Transaction Costs payable by members of the Group shall not exceed the amount agreed between the Borrower and the Arrangers as the same is provided for in the Agreed Sources and Uses Spreadsheet.

“GAAP” means:

(a)                               in relation to the consolidated financial statements of the Group, International Financial Reporting Standards; and

(b)                              in relation to any member of the Group, generally accepted accounting principles in its jurisdiction of incorporation or, as the case may be, International Financial Reporting Standards.

“Gross Non-Core Asset Disposal Proceeds” means the Consideration received for the Disposal of a Non-Core Asset to the extent that the same would constitute Disposal Proceeds (ignoring for this purpose any deductions in respect of Disposal Proceeds pursuant to paragraphs (i) to (vi) of the definition of “Disposal Proceeds”) and adding back any costs relating to that Disposal to the extent that they have been deducted therefrom and not ignored as aforesaid provided that only one Disposal during the life of the Facility shall be capable of giving rise to such Gross Non-Core Asset Disposal Proceeds and those Gross Non-Core Asset Disposal Proceeds, less any Non-Core Asset Disposal Proceeds that are Re-investment Proceeds (or which the Borrower has identified to the Bridge Facility Agent as being potential Re-investment Proceeds) must, in order to constitute Gross Non-Core Asset Disposal Proceeds, be equal to or greater than €2,000,000,000 (or its equivalent in other currencies).

“Group” means the Borrower and its Subsidiaries.

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 23 (Changes to the Obligors).

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“High Yield Inter-Company Loan Agreement” shall have the same meaning as “Notes On-Loan” in the Intercreditor Agreement.

“High Yield Noteholders” means the holders of the High Yield Notes.

“High Yield Notes” means high yield notes due no earlier than 9.5 years after the Closing Date to be issued by the High Yield Notes Issuer on terms consistent with the Intercreditor Agreement for the purposes of replacing or refinancing the Bridge Facility or, if the High Yield Notes are able to be issued on or before the Closing Date such that a drawing is not required to be made under the Bridge Facility, making payment in lieu of the Initial Loans under the Bridge Facility Agreement and, if applicable, for the purpose of refinancing part of the Senior Facilities (and shall include, for the avoidance of doubt “Demand Securities” as defined in this Agreement or any other demand securities or other debt instrument (other than any Exchange Notes) issued by the High Yield Notes Issuer in compliance with the “Notes Major Terms” and the “Notes Guarantee Maturity Provisions” (each as defined in the Intercreditor Agreement)).

“High Yield Notes Documents” means the High Yield Notes Indenture, any guarantee or guarantor accession agreement under the High Yield Notes Indenture, any associated fee and engagement letters, the High Yield Inter-Company Loan Agreement, the High Yield Notes Security Documents and any other documents designated as such by the High Yield Notes Trustee and the Borrower, in each case on terms consistent with the Intercreditor Agreement.

“High Yield Notes Finance Parties” means the High Yield Notes Trustee, the High Yield Noteholders and the Security Agent.

“High Yield Notes Indenture” means the indenture to be executed by the High Yield Notes Issuer and the trustee of the High Yield Notes pursuant to which the High Yield Notes are issued.

“High Yield Notes Issuer” means the Borrower, any Holding Company of the Borrower, any Affiliate of any Holding Company of the Borrower that is not a member of the Group or any Finance Company.

“High Yield Notes Outstandings” means the aggregate amount outstanding at any time in respect of principal under the High Yield Notes.

“High Yield Notes Security Documents” shall have the same meaning as “Notes Security Documents” in the Intercreditor Agreement.

“High Yield Notes Trustee” means the trustee of the High Yield Notes under the High Yield Notes Indenture.

“Holdcos” means each of Topco, InterCo, PIKCo, the Borrower, Bidco, the Finance Company and any other entity through which the Borrower holds, directly or indirectly, an interest in the Finance Company.

“Holders” means the Lenders and the Exchange Note Holders.

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

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“IBOR” means EURIBOR or LIBOR, as appropriate.

“Information Memorandum” means the document in the form approved by the Borrower concerning the Group which, at the request of the Borrower and on its behalf, is to be prepared in relation to this transaction and distributed by the Arrangers to selected institutions in connection with the syndication of the Senior Facilities and the Bridge Facility.

“Initial Investors” means:

(a)                                  funds or partnerships managed or advised by Apax Partners Worldwide LLP or an Affiliate thereof;

(b)                                 Blackstone Capital Partners (Cayman) IV L.P., Blackstone Capital Partners (Cayman) IV-A L.P., Blackstone Family Investment Partnership (Cayman) IV-A L.P., Blackstone FI Communications Partners (Cayman) L.P., Blackstone Family Communications Partnership (Cayman) L.P., Blackstone Participation Partnership (Cayman) IV L.P. and funds or partnerships related, managed or advised by any of them or any Affiliate of them or by The Blackstone Group International Limited;

(c)                                  KKR Millennium Fund (Overseas), Limited Partnership, KKR European Fund II, Limited Partnership and funds or partnerships related, managed or advised by Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. Ltd. or any of them or any Affiliate of any of them;

(d)                                 funds advised by Permira Advisers KB or an Affiliate thereof; and

(e)                                  Providence Equity Offshore Partners V L.P., Providence Equity Operating Partners V L.P., Providence Equity Offshore Partners IV L.P., Providence Equity Operating Partners IV L.P. and funds or partnerships related, managed or advised by any of them or any Affiliate of them.

“Initial Loan” has the meaning assigned to such term in Clause 2.1(a) (The Commitment).

“Initial Loan Borrowing” means a group of Initial Loans as to which a single Interest Period is in effect.

“Initial Maturity Date” means the date that is 18 months after the Closing Date or, if such date is not a Business Day, the Business Day next preceding such date.

“Insurance” means any contract of insurance taken out by or on behalf of a member of the Group or under which it has a right to claim.

“Intellectual Property” means:

(a)                                  any patents, trade marks, service marks, designs, business names, copyrights, design rights, moral rights, inventions, confidential information, know-how and other intellectual property rights and interests, whether registered or unregistered; and

(b)                                 the benefit of all applications and rights to use such assets of each member of the Group.

“InterCo” means Nordic Telephone Company Administration ApS, a company with limited liability incorporated under the laws of the Kingdom of Denmark (with CVR number 29176396) having its seat in

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Denmark and registered office at ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, which is, as at the Closing Date, the immediate Holding Company of PIKCo and the immediate Subsidiary of Topco.

“Intercreditor Agreement” means the intercreditor agreement entered into or to be entered into between, amongst others, the Finance Parties, the Senior Finance Parties, and, after issue of the High Yield Notes, the High Yield Notes Trustee (or in the case of any other refinancing of the Bridge Facility, the equivalent under that other refinancing), PIKCo, the Original Intercompany Lenders and the Original Intercompany Borrowers (as defined in the intercreditor agreement) and the Obligors in the Agreed Form.

“Interest Cover” has the meaning given to such term in Clause 19.1 (Financial definitions).

“Interest Payment Date” has the meaning assigned to such term in Clause 8.2(a) (Payment of interest).

“Interest Period” means, as to any Initial Loan Borrowing, the period commencing on the date of such Initial Loan Borrowing or on the last day of the immediately preceding Interest Period applicable to such Initial Loan Borrowing, as applicable, and ending on the numerically corresponding day in the calendar month that is three months thereafter (provided that (i) an Interest Period may be a period of less than three months if reasonably requested by the Bridge Facility Agent in connection with the initial syndication of the Initial Loans and (ii) the date that is 45 days after the Closing Date shall be the last day of an Interest Period); provided that:

(a)                                  if any Interest Period relating to an Initial Loan Borrowing begins on the last Business Day of a calendar month or begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period;

(b)                                 if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(c)                                  the last Interest Period applicable to the Initial Loans shall end on the Initial Maturity Date (or, if later, the Extension Date);

(d)                                 the Interest Period for any Extended Loan shall be as set forth in the Extended Loan Credit Agreement; and

(e)                                  the Interest Period for any Exchange Note shall be as set forth in the Exchange Note Indenture.

“Investor Documents” means:

(a)                                  the memorandum and articles of association of the Borrower;

(b)                                 any subscription agreement for shares of the Borrower;

(c)                                  any Permitted Subordinated Debt Document;

(d)                                 the Intercreditor Agreement; and

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(e)                                  the Investors’ Equity Commitment Letter.

“Investors” means the Initial Investors and any of their assignees or transferees and any assignee or transferee (direct or indirect) of any interest in the Borrower.

“Investors’ Equity Commitment Letter” means the letters dated on or about the date of this Agreement in the Agreed Form between the Initial Investors and the Holdcos containing, amongst other things, a commitment by the Initial Investors to make available directly or indirectly to Bidco an amount (when taken together, and without double counting) equal to at least €1,800,000,000 or, if greater, such other amount as per the Agreed Sources and Uses Spreadsheet.

“Investors’ Reports Recoveries Letter” means the letter agreement dated on or about the date of this Agreement between the Security Agent and the Initial Investors relating to obligations of the Initial Investors in respect of claims brought by them against the authors or providers of Reports.

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity which in any such case is not a member of the Group but in which a member of the Group has a direct or indirect equity or similar interest.

“Legal Due Diligence Report” means:

(a)                                  the legal due diligence report prepared by ▇▇▇▇-▇▇▇▇▇, in relation to Danish law-governed matters, with input from ▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Law Firm in relation to Danish labour law and works council matters, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Zurich, Switzerland, in relation to Swiss-law governed matters and ▇▇▇▇▇▇-▇▇▇▇ in relation to Polish-law governed matters and relating to the Target Group in the Agreed Form; and

(b)                                 the legal due diligence report prepared by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in relation to English and New York law-governed matters relating to the Target Group in the Agreed Form.

“Legal Reservations” means:

(a)                                  the principle that equitable remedies may be granted or refused at the discretion of a court, the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors and similar principles or limitations under the laws of any applicable jurisdiction;

(b)                                 the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim and similar principles or limitations under the laws of any applicable jurisdiction; and

(c)                                  any general principles, reservations or qualifications, in each case as to matters of law as set out in any legal opinion delivered to the Bridge Facility Agent pursuant to Clause 4.1 (Conditions precedent) or delivered in connection with the accession of an Additional Guarantor or under any other provision of or otherwise in connection with any Bridge Finance Document (provided that where any such legal opinion has been delivered in relation to a particular Obligor and/or a

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particular document, the said general principles, reservations or qualifications shall only be deemed to apply to such Obligor and/or document (other than in the case where the definition is used in respect of any person and/or a document in respect of which a legal opinion has not been rendered under this Agreement, where the said general principles, reservations or qualifications shall, to the extent applicable, be deemed to apply to such person and/or document)).

“Lender” means:

(a)                                  any Original Lender; and

(b)                                 any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 22 (Changes to the Lenders).

“LIBOR” means, in relation to any Initial Loan or overdue amount denominated in U.S. Dollars:

(a)                                  the applicable Screen Rate; or

(b)                                 if no Screen Rate is available for U.S. Dollars or that Interest Period of that Initial Loan or overdue amount, the arithmetic mean (rounded upward to four decimal places) of the rates, as supplied to the Bridge Facility Agent at its request, quoted by the Reference Banks to leading banks in the London interbank market,

as of the Specified Time on the Rate Fixing Day for the offering of deposits in U.S. Dollars for a period comparable to that Interest Period.

“Licence” means any licence or authorisation issued to a member of the Target Group for the undertaking of:

(a)                                  in Denmark, a universal mobile telecommunications service;

(b)                                 in Denmark, Germany, Poland, Sweden and Switzerland, a DCS/GSM cellular mobile telecommunications service;

(c)                                  In Denmark, a voice telephony service;

(d)                                 in Denmark, the construction and operation of a telecommunications network;

(e)                                  in Denmark, the provision of data services over telecommunications networks; and

(f)                                    in Denmark, the resale of capacity on telecommunications networks,

(together, the “Initial Licences”) and any other licence or authorisation issued to a member of the Target Group by any relevant authority in connection with the Initial Licences or for cellular mobile telephony under a different technology standard, in each case to the extent that any such licence or authorisation is required under applicable law for the designated purpose.

“Loans” means the Initial Loans and the Extended Loans.

“Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than 50% (fifty per cent.) of the aggregate amount of the Commitments (or, if the Commitments have been reduced to

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zero, aggregated more than 50% (fifty per cent.) of the aggregate amount of the Commitments immediately prior to that reduction).

“Mandatory Cost” means the percentage rate per annum calculated by the Bridge Facility Agent in accordance with Schedule 4 (Mandatory Cost formulae).

“Margin” means:

(a)                                  during the period beginning on the Closing Date through the day that is 179 days after the Closing Date, 6.75%,

(b)                                 during the period beginning on the 180th day after the Closing Date through the day that is 269 days after the Closing Date, 7.25%,

(c)                                  during the period beginning on the 270th day after the Closing Date through the day that is 359 days after the Closing Date, 7.75%,

(d)                                 during the period beginning on the 360th day after the Closing Date through the day that is 449 days after the Closing Date, 8.25%, and

(e)                                  during the period beginning on the 450th day after the Closing Date through the Extension Date, 8.75%.

“Margin Stock” has the meaning given to that term in Regulation U of the Board as in effect from time to time.

“Market Purchase Agreement” means the agreement dated on or about the date of this Agreement between, inter alia, the Borrower, Bidco and JPMorgan Chase Bank, N.A.

“Market Purchase Facility Agreement” means a €1,050,000,000 market purchase facility agreement entered into between the Borrower and The Royal Bank of Scotland plc on or about the date of this Agreement.

“Market Purchases” means market and other purchases of Target Shares (other than pursuant to the Offer or any Compulsory Acquisition Procedure).

“Market Report” means a market report prepared by ▇▇▇▇ & Company in relation to the Group in the Agreed Form.

“Material Adverse Effect” means any event or circumstance which has a material adverse effect on:

(a)                                  the business, assets or financial condition of the Group taken as a whole (but taking into account (i) any insurance, warranty or other claim or indemnification in respect of such event or circumstances held by any member of the Group or to which any member of the Group is entitled to benefit (and having regard to the creditworthiness of each insurer, warrantor or indemnifier) and (ii) any commitment by any person to provide any additional contribution or subscription of equity or Permitted Subordinated Debt directly or indirectly to the Borrower, having regard to the creditworthiness of the person and the latest date by which such payment is committed to be made); or

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(b)                                 the ability of the Group taken as a whole to perform its payment obligations under the Bridge Finance Documents (but taking into account (i) any insurance, warranty or other claim or indemnification in respect of such event or circumstances held by any member of the Group or to which any member of the Group is entitled to benefit (and having regard to the creditworthiness of each insurer, warrantor or indemnifier) and (ii) any commitment by any person to provide any additional contribution or subscription of equity or Permitted Subordinated Debt directly or indirectly to the Borrower, having regard to the creditworthiness of the person and the latest date by which such payment is committed to be made); or

(c)                                  the validity or enforceability of the Transaction Security Documents taken as a whole which is materially adverse to the interests of the Lenders taken as a whole.

“Material Company” means, at any time:

(a)                                  the Borrower;

(b)                                 any other Obligor;

(c)                                  a member of the Group which:

(i)                                     has earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA but excluding intra-Group items) representing five per cent. or more of Consolidated EBITDA; or

(ii)                                  has gross assets (excluding intra-Group items) representing five per cent. or more of the gross assets of the Group,

in each case calculated on a consolidated basis;

(d)                                 each Holding Company (provided that it is a member of the Group) of any company that is a Material Company pursuant to paragraph (b) or (c) above; and

(e)                                  a Subsidiary of the Borrower to which it has been transferred (whether in a single transaction or a series of transactions (whether related or not)) the whole or substantially the whole of the assets of a Subsidiary which immediately prior to such transaction(s) was a Material Company.

For the purposes of this definition if a Subsidiary becomes a Material Company under paragraph (e) above, the Material Company by which the relevant transfer was made shall, subject to paragraphs (b), (c) and (d) above, cease to be a Material Company.

Compliance with the conditions set out in paragraphs (c)(i) and (c)(ii) above shall be determined by reference to the most recent annual Compliance Certificate supplied by the Borrower and/or the latest audited financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group (or (in either case) if such audited financial statements are not available or required by law, such other accounts as available).

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However if a Subsidiary has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be adjusted in order to take into account the acquisition of that Subsidiary.

A report by the auditors of the Borrower that a Subsidiary is or is not a Material Company shall, in the absence of manifest error, be conclusive and binding on all Parties.

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

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

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

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

The above rules will only apply to the last Month of any period. Monthly shall be construed accordingly.

“Monthly Financial Statements” means any financial statements delivered pursuant to paragraph (c) of Clause 17.11 (Financial statements).

“▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors Service Limited or any successor to its ratings business.

“Net Debt Service” has the meaning given to such term in Clause 19 (Financial covenants).

“New Equity” means:

(a)                                  a subscription for ordinary shares in the Borrower; or

(b)                                 any other form of equity contribution to the Borrower previously agreed to by the Bridge Facility Agent (acting reasonably) in writing,

in each case where such subscription or contribution does not result in a Change of a Control.

“Non-Core Asset” means a member of the Group together with, where applicable, its Subsidiaries (that were Subsidiaries of such member of the Group as at the date of this Agreement) or any of the assets of such member of the Group that is not and does not constitute all or any part of the Core Assets.

“Non-Core Asset Disposal” means a disposal of the entire issued share capital of a Non-Core Asset or all or any part of any of its businesses.

“Notes Guarantee” has the meaning given to such term in the Intercreditor Agreement.

“Obligor” means the Borrower or a Guarantor.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

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“Offer” means the offer to be made by Bidco to acquire the Target Shares substantially on the terms and conditions set out in the Offer Documents, as that offer may from time to time be amended, extended, revised or waived in accordance with this Agreement.

“Offer Advertisement” means an advertisement to be published through the Copenhagen Stock Exchange A/S and published, issued or otherwise placed in one or more daily Danish national newspapers by or on behalf of Bidco announcing or otherwise setting out the terms and conditions of the Offer in accordance with Section 9 of the Danish Takeover Order.

“Offer Documents” means the Offer Advertisement and the Offering Circular, each in the Agreed Form and any amendments or supplements thereto not in breach of this Agreement.

“Offering Circular” means the public offer document approved by the Copenhagen Stock Exchange A/S setting out the terms of the Offer.

“Original Financial Statements” means the consolidated audited financial statements for the Target and its Subsidiaries for the financial year ended 31 December 2004.

“Participating Member State” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Perfection Requirements” means the making or the procuring of the appropriate registrations, filings, endorsements, notarisations, stampings and/or notifications of the Transaction Security Documents and/or the Transaction Security created thereunder.

“Permanent Securities” means any debt securities issued by the Borrower or any of its Subsidiaries to refinance the Initial Loans.

“Permanent Securities Prepayment Event” has the meaning given to it in Clause 7.8 (Permanent Securities).

“Permitted Acquisition” means an acquisition satisfying the requirements of paragraph (b)(viii) of Clause 20.8 (Acquisitions).

“Permitted Notes On-Loan Payments” has the meaning given to such term in the Intercreditor Agreement.

“Permitted Payments” means:

(a)                                  the payment:

(i)                                  of any amount payable under the Bridge Finance Documents, the High Yield Notes Documents or the Senior Finance Documents;

(ii)                               Permitted Notes On-Loan Payments;

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(iii)                            of any amount payable under the Permitted Subordinated Debt Documents which would be permitted as, and is in lieu of, a dividend under paragraph (b) of the definition below;

(iv)                           of any amount to the Borrower to enable it to satisfy obligations permitted by the terms of this Agreement to be incurred by the Borrower on behalf of or in respect of the obligations of other members of the Group;

(v)                              of any amount payable in respect of Transaction Costs;

(vi)                           of reasonable third party costs and expenses incurred by the Investors in connection with the Offer (and its financing) and the Transaction Documents in accordance with the Agreed Sources and Uses Spreadsheet;

(vii)                        of the financial arrangement fees of the Initial Investors in accordance with the Agreed Sources and Uses Spreadsheet;

(viii)                     of an annual monitoring fee to the Investors in accordance with the Business Plan;

(ix)                             to any of the Investors or an advisor to any Investor (not constituting part of any management or monitoring fee, royalty fee or similar fee or other investment return) for corporate finance, M&A and transaction advice actually provided to the Group on bona fide arms’ length commercial terms; or

(x)                                of amounts in order, and to the extent necessary, to:

(A)                              enable the Holding Companies of the Borrower to pay (aa) their operating costs and any audit fees, legal fees, directors’ endowments, directors’ insurance and any other proper and necessary incidental expenses required to register and maintain their corporate existence, up to a maximum of €5,000,000 in aggregate for all such Holding Companies in each financial year of the Borrower and (bb) charges, fees and other expenses relating to the PIK Facility or any similar or replacement facility up to (other than in the case of annual agency fees (provided that these are in an amount that is not materially different to the amount of the first annual PIK agency fee set out in the Agreed Sources and Uses Spreadsheet) and other amounts set out in the Agreed Sources and Uses Spreadsheet) the amount approved by the Bridge Facility Agent (acting on the instructions of the Majority Lenders) and, outside of any default or distress situation, any consent fee for the amendment of the PIK Facility Agreement which is reasonable and customary for that type of amendment;

(B)                                acquire the shares of any management leavers under any share option or other management incentive plan (and/or to purchase or repay any related loans) and/or to make other compensation payments to management leavers;

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(C)                                pay all Taxes for which the Borrower’s Holding Companies are liable to the extent that those Taxes are attributable to the business of the Group and to the extent that the Taxes do not arise as a result of activities that are in breach of this Agreement, provided that no member of the Group may make any payment in respect of Taxes to any of the Borrower’s Holding Companies unless the amount so paid is required by the ultimate recipient in order to make a payment to the relevant tax authorities;

(D)                               after the date on which Senior Pushdown occurs, pay any fees, expenses or other costs incurred by the Borrower in acting as or maintaining its existence as a holding company or arising by operation of law or in the course of the ordinary administration of its business or for any Transaction Costs payable by the Borrower;

(E)                                 after the date on which Senior Pushdown occurs, pay for any liabilities of the Borrower for or in connection with any Taxes, provided that no member of the Group may make any payment in respect of Taxes to the Borrower unless the amount so paid is required by it in order to make a payment to the relevant tax authorities;

(F)                                 after the date on which Senior Pushdown occurs, pay for any amount due under any employment contracts for employees of the Borrower or service contracts for directors of the Borrower; and

(G)                                after the date on which the Senior Pushdown occurs, pay for an amount equal to any insurance premiums, fees or costs payable by the Borrower;

provided in all cases (save, in the case of (aa) sub-paragraphs (i) to (v) inclusive and (bb) sub-paragraph (x) (other than in respect of the PIK Facility)) that no Event of Default is outstanding or, in the case of sub-paragraphs (i) to (v) inclusive and sub-paragraphs (x)(D) to (x)(G) inclusive, to the extent permitted under the Intercreditor Agreement;

(b)                                 to the extent lawful under applicable law, the payment (in cash) of interim and final dividends provided that:

i)                                 such dividend is funded entirely from Disposal Proceeds (excluding the Non-Core Asset Disposal Proceeds) and:

(A)                              the ratio of Consolidated Total Net Debt to Consolidated EBITDA was at the end of the most recent complete Relevant Period less than or equal to 3.5:1 (adjusted on a pro forma basis to take account of the relevant Disposal and calculated as if any applicable proceeds from such disposal had been applied in prepayment of the Senior Facilities on the last day of the most recent complete Relevant Period and by reference to the Borrower’s then most recent financial statements as delivered to the Facility Agent); and

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(B)                                no Event of Default is outstanding; or

ii)                              such dividend is funded entirely from the Excluded Non-Core Asset Proceeds not otherwise applied in accordance with, and as required by, the terms of this Agreement and/or the Senior Facilities Agreement, provided that:

(A)                              the Gross Non-Core Assets Disposal Proceeds were at least €2,000,000,000 (or the equivalent in other currencies) and the amount required under this Agreement and/or the Senior Facilities Agreement to be prepaid as a result of the Non-Core Asset Disposal having been made has been prepaid in full in accordance with Clause 7.7 (Disposal, Insurance, Report and Flotation Proceeds) and/or Clause 11.8 of the Senior Facilities Agreement; and

(B)                                no Event of Default is outstanding; or

(c)                                  any payments that are contemplated to be made to the Borrower under or pursuant to any step set out in the Structure Memorandum.

“Permitted Reorganisation” means:

(a)                                  an acquisition by way of merger (not involving any Holdcos other than Bidco) provided that the acquisition is a Permitted Acquisition or is contemplated by the Structure Memorandum; and

(b)                                 an amalgamation, demerger, merger, consolidation, re-organisation or corporate reconstruction on a solvent basis of a member of the Group (not involving the Borrower or any Holdco) whether in relation to the business or assets or shares of that member of the Group or otherwise, where all of the business and assets of that member remain within the Group and the percentage of any minority interest in the Target (or, if applicable, the Phase Two Entity) held by any person which is not a member of the Group is not increased (unless otherwise permitted under Clause 20.11 (Disposals), excluding for this purpose sub-paragraph (b)(x) of that Clause)  and if that member of the Group was a Senior Obligor immediately prior to that amalgamation, demerger, merger, consolidation, re-organisation or corporate reconstruction, all of the business and assets of that member are retained by one or more other Senior Obligors and:

(i)                                     to the extent such action results in a merger, the surviving entity of that amalgamation, demerger, merger, consolidation, re-organisation or corporate reconstruction is liable for the obligations to the Finance Parties under the Bridge Finance Documents of the member of the Group it has merged with;

(ii)                                  the surviving entity of that amalgamation, demerger, merger, consolidation or corporate reconstruction is incorporated in the same jurisdiction as that member of the Group (or, if a merger relates to two or more members of the Group, the same jurisdiction as one of those members of the Group); and

(iii)                               the Bridge Facility Agent and the Security Agent are given 15 Business Days’ notice by the Borrower of that proposed amalgamation, demerger, merger, consolidation,

25

re-organisation or corporate reconstruction and, in the case of an Obligor, the Security Agent, acting reasonably, is satisfied that the Finance Parties will in all material respects enjoy at least the same or equivalent Transaction Security (if any) over the same assets and over that member of the Group and the shares in it (or the shares of the surviving entity); and

(c)                                  any other amalgamation, demerger, merger, consolidation or corporate reconstruction to which the Majority Lenders have given their consent; and

(d)                                 any step or other matter set out in or contemplated by the Structure Memorandum;

(e)                                  any step or other matter arising as a consequence of an undertaking or other obligation in this Agreement.

“Permitted Subordinated Debt” means any loan made to the Borrower or other Financial Indebtedness borrowed by the Borrower:

(a)                                  which:

(i)                                     does not provide for any cash pay interest;

(ii)                                  has a maturity date later than the date falling 11 years after the Closing Date;

(iii)                               does not receive any credit support from any member of the Group other than the Borrower as borrower on an unsecured basis; and

(iv)                              is subject to the terms of, and the creditor of the loan is party as an Investor to, the Intercreditor Agreement; or

(b)                                 which, if it does not fall within paragraph (a) above, is otherwise on terms acceptable to, and approved by, the Majority Lenders (acting reasonably).

“Permitted Subordinated Debt Document” means each document evidencing Permitted Subordinated Debt.

“Phase One Debt Pushdown Date” has the meaning given to that term in the Senior Facilities Agreement.

“Phase One Dividend” has the meaning given to that term in Clause 20.30 (Target dividends).

“Phase Two Date” means the date, if any, on which a Permitted Reorganisation pursuant to Step 5 of that part of the Structure Memorandum prepared by ▇▇▇▇-▇▇▇▇ and Step 3 of that part of the Structure Memorandum prepared by PricewaterhouseCoopers LLP is completed.

“Phase Two Debt Pushdown Date” has the meaning given to that term in the Senior Facilities Agreement.

“Phase Two Dividend” has the meaning given to that term in Clause 20.30 (Target dividends).

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“Phase Two Entity” means Bidco or, after the Phase Two Date, the surviving entity of a Permitted Reorganisation pursuant to Step 5 of that part of the Structure Memorandum prepared by ▇▇▇▇-▇▇▇▇▇ and Step 3 of that part of the Structure Memorandum prepared by PricewaterhouseCoopers LLP.

“PIKCo” means Nordic Telephone Company Finance ApS, a company with limited liability incorporated under the laws of the Kingdom of Denmark (with CVR number 29173265) having its seat in Denmark and its registered office at La▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇hich is a wholly owned direct subsidiary of Topco.

“PIK Facility Agent” means Deutsche Bank AG, London.

“PIK Facility Agreement” means the €350,000,000 subordinated PIK Facility Agreement dated on or about the date of this Agreement and made between (amongst others) PIKCo, the PIK Facility Arrangers and the PIK Facility Lenders.

“PIK Facility Arrangers” means Deutsche Bank AG, London Branch and Credit Suisse First Boston International.

“PIK Facility Documents” means the PIK Facility Agreement and any other document designated as such by the PIK Facility Agent and the Borrower.

“PIK Facility Fee Letter” means any letter or letters dated on or about the date of the PIK Facility Agreement between the PIK Facility Arrangers and PIKCo setting out any fees referred to in the PIK Facility Agreement.

“PIK Facility Lenders” means each of the banks and financial institutions named as Lenders in the PIK Facility Agreement.

“PIK Finance Party” means the PIK Facility Agent, the PIK Facility Arrangers and the PIK Facility Lenders.

“PIK Interest Amount” shall mean, for any period, the aggregate amount equal to the amount of interest borne by an Initial Loan for such period in excess of 11.50% per annum.

“Polkomtel” means the Target’s interest in the Polish mobile phone business of Polkomtel S.A.

“Prepayment Account” means the account of the Borrower with the Security Agent as designated by the Security Agent for this purpose.

“Pro Rata Share” means the proportion which a Lender’s Commitment bears to all the Commitments.

“Quarterly Financial Statements” means any financial statements delivered pursuant to paragraph (b) of Clause 18.1 (Financial statements).

“Rate Fixing Day” means:

(a)                                  the second Business Day before the first day of an Interest Period for an Initial Loan denominated in U.S. Dollars; or

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(b)                                 the second TARGET Day before the first day of an Interest Period for an Initial Loan denominated in euro,

or such other day as the Bridge Facility Agent determines is generally treated as the rate fixing day in the relevant currency by market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one date, the Rate Fixing Day will be the last of those days).

“Reference Banks” means the principal offices in London of Credit Suisse First Boston International, JPMorgan Chase Bank, N.A. and The Royal Bank of Scotland plc or such other banks as may be appointed by the Bridge Facility Agent in consultation with the Borrower.

“Re-investment Proceeds” means disposal proceeds that are contracted to be used or are used to purchase or invest in assets to be used in the business of the Group in the manner contemplated by sub-paragraph (b)(vi) of Clause 20.11 (Disposals) or as otherwise agreed under this Agreement, but do not include Polkomtel Disposal Proceeds.

“Related Fund” means, in relation to a trust, fund or other entity, another trust, fund or other entity which:

(a)                                  is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets; and

(b)                                 has the same fund manager or asset manager or, if managed by different fund managers or asset managers, the fund managers or asset managers are Affiliates, or is owned by the same person as the first trust, fund or other entity.

“Relevant Interbank Market” means, in relation to euro, the European interbank market and, in relation to U.S. Dollars, the London interbank market.

“Relevant Jurisdiction” means, in relation to an Obligor:

(a)                                  its jurisdiction of incorporation; and

(b)                                 the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.

“Relevant Period” has the meaning given to such term in Clause 19.1 (Financial definitions).

“Repeating Representations” means the representations and warranties in Clauses 17.1 (Status), 17.2 (Binding obligations), 17.3 (Non-conflict with other obligations), 17.4 (Power and authority), 17.5 (Authorisations) and 17.16 (Good title to assets).

“Reports” means the Accounting Report, the Legal Due Diligence Reports and the Market Report.

“Resignation Letter” means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

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“Retained Excess Cash” means Excess Cashflow (as defined in the Senior Facilities Agreement) in respect of any financial year of the Borrower ending on or after 1 January 2006 not required to be applied in prepayment of the Senior Facilities in accordance with Clause 11.10 (Excess cash) of the Senior Facilities Agreement.

“Retained Proceeds” means the aggregate of:

(a)                                  any New Equity received by the Borrower and on-lent to, or subscribed for equity in, a member of the Group after the Closing Date;

(b)                                 any Permitted Subordinated Debt;

(c)                                  any Retained Excess Cash;

(d)                                 any Flotation Proceeds that the Borrower is not required to apply in prepayment of the Senior Facilities in accordance with Clause 7.7 (Disposal, Insurance, Report and Flotation Proceeds); and

(e)                                  any Unused Amount that is, at such time, able to have been carried forward to that financial year pursuant to Clause 19.2(d) (Capital Expenditure).

provided that no such amount may be used to increase a limit or basket under this Agreement or utilized for a purpose permitted under this Agreement more than once.

“S&P” means Standard & Poor’s Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or any successor to its ratings business.

“Screen Rate” means:

(a)                                  for LIBOR, the British Bankers Association Interest Settlement Rate; and

(b)                                 for EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union,

for the relevant currency and Interest Period displayed on the appropriate page of the Telerate screen. If the relevant page is replaced or the service ceases to be available, the Bridge Facility Agent (after consultation with the Borrower and the Lenders) may specify another page or service displaying the appropriate rate.

“SEC” means the U.S. Securities and Exchange Commission.

“Security” means:

(a)                                  any mortgage, pledge, lien, charge (fixed or floating), assignment, hypothecation, set-off or trust arrangement for the purpose of creating security or security interest or any other agreement or arrangement having a substantially similar effect; and

(b)                                 a transaction under which any member of the Group will:

(i)                                     sell, transfer or otherwise dispose of any of its assets on terms whereby they are contractually required to be leased to or re-acquired by any other member of the Group;

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(ii)           sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)          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

(iv)          enter into any other arrangement with the effect of conferring a preferential right to assets in an insolvency,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

“Senior Facilities” means the facilities made available by the Senior Lenders under the Senior Facilities Agreement.

“Senior Facilities Agreement” means the €9,600,000,000 senior facilities agreement dated on or about the date of this Agreement between the Borrower, certain Group Companies as borrowers and guarantors, the Senior Lenders, the Senior Facility Agent and ▇.▇. ▇▇▇▇▇▇ Europe Limited as security agent, as amended, supplemented or otherwise modified from time to time.

“Senior Facility Agent” means the Facility Agent under the Senior Facilities Agreement.

“Senior Finance Documents” means the Senior Finance Documents under and as defined in the Senior Facilities Agreement.

“Senior Finance Parties” means the Finance Parties under the Senior Facilities Agreement.

“Senior Lenders” means the Lenders under the Senior Facilities Agreement.

“Senior Management” means each of the chief executive officer, chief operating officer and the chief financial officer of the Group.

“Senior Obligor” means an Obligor under the Senior Facilities Agreement.

“Senior Pushdown” has the meaning given to such term in the Intercreditor Agreement.

“Specified Time” means a time determined in accordance with Schedule 9 (Timetables).

“Structure Memorandum” means the structure reports relating to the Offer, the Senior Facilities and the Bridge Facility prepared by ▇▇▇▇-▇▇▇▇▇ and PricewaterhouseCoopers LLP in the Agreed Form.

“Subsidiary” means, in relation to any company or corporation, a company or corporation:

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

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

(c)           which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

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“Summary Terms and Conditions of Exchange Notes” means the term sheet relating to the Exchange Notes attached as Schedule 14.

“Summary Terms and Conditions of Extended Loans” means the term sheet relating to the Extended Loans attached as Schedule 13.

“Super Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than 66-²/₃ (sixty six and two thirds per cent.) of the aggregate Commitments (or, if the Commitments have been reduced to zero, aggregated more than 66-²/₃  (sixty six and two thirds per cent.) of the aggregate amount of the Commitments immediately prior to that reduction).

“Swiss Obligor” means an Obligor incorporated or established under the laws of, or for tax purposes resident in, Switzerland.

“Swiss Withholding Tax” means a tax under the Swiss Federal Act on the Withholding Tax of 13 October 1965 (Bundesgesetz vom 13 Oktober 1965 über die Verrechnungssteuer).

“Target” means TDC A/S.

“Target Bonds” means:

(a)           the DEM 500,000,000 5.00% Notes due 2008, (ISIN: XS0088684849) issued by the Target;

(b)           the JPY 3,000,000,000 1.28% Notes due 2008, (ISIN: XS0131967613) issued by the Target;

(c)           the €350,000,000 5.625% Notes due 2009, (ISIN: XS0142545796) issued by the Target;

(d)           the €1,000,000,000 5.20% Notes due 2010, (ISIN: XS0161466254) issued by the Target;

(e)           the €700,053,000 3.875% Notes due 2011, (ISIN: XS0207600528) issued by the Target; and

(f)            the €750,000,000 6.50% Notes due 2012, (ISIN: XS0146556385) issued by the Target.

“Target Group” means the Target and its Subsidiaries to be acquired by Bidco pursuant to the Offer.

“Target Shares” means the shares the subject of the Offer, being all of the issued shares in the capital of the Target (including any shares and any Treasury Stock of the Target issued while the Offer remains open for acceptance and any shares represented by ADRs) and any such shares issued or to be issued following the exercise of any stock options.

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

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

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

“Tax Deduction” has the meaning given to such term in Clause 11.1 (Tax definitions).

“Tender” means any tender offer or call for or market or other purchase or redemption of any Target Bonds (and/or any consent solicitation with respect to any Target Bonds) to the extent launched,

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offered, called or made such that it is able to be completed prior to the date falling four Months after the Closing Date.

“Topco” means Nordic Telephone Company Investment ApS, a company with limited liability incorporated under the laws of the Kingdom of Denmark (with CVR number 29173141) having its seat in Denmark and its registered office at La▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇hich is owned directly or indirectly by the Investors.

“Transaction Costs” means all non-periodic fees, costs and expenses, stamp, registration and other Taxes and advisory or financing fees incurred by any member of the Group (or any Holding Company of the Borrower) in connection with the Transaction Documents and/or the Offer (or the financing thereof) and/or any Tender in an amount previously agreed by the Borrower and the Arrangers (as the same is provided for in the Agreed Sources and Uses Spreadsheet).

“Transaction Documents” means:

(a)           the Offer Documents;

(b)           the Bridge Finance Documents;

(c)           the Senior Finance Documents;

(d)           the PIK Facility Documents; and

(e)           the Investor Documents.

“Transaction Security” means the Security created or expressed to be created in favour of the Security Agent pursuant to the Transaction Security Documents.

“Transaction Security Documents” means the pledges identified in Schedule 12 (Transaction Security Documents).

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

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

(a)           the proposed Transfer Date specified in the Transfer Certificate; and

(b)           the date on which the Bridge Facility Agent executes the Transfer Certificate.

“Treasury Stock” means any issued share capital of the Target held by the Target.

“Treasury Transaction” means any derivative transaction entered into in connection with protection against or to benefit from fluctuations in any rate, price, index or credit rating.

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

“US” or “United States” means the United States of America.

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“USA Patriot Act”  means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 of the United States.

“Utilisation Date” means any date on which the Bridge Facility is utilised by the drawing of an Initial Loan.

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

“VAT” means value added tax as provided for in the Value Added Tax Ac▇ ▇▇▇▇ ▇nd any other tax of a similar nature.

“Vendor Financing” means any Financial Indebtedness of a member of the Group to a vendor of equipment (or its Affiliate) in respect of or arising under or in connection with the supply of equipment by such vendor to a member of the Group on arms’ length terms (or better).

1.2.          Construction

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

(i)            the “Arrangers”, the “Bridge Facility Agent”, any “Finance Party”, any “Lender”, any “Obligor”, any “Party”, the “Security Agent”, or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Agent, any person for the time being appointed as security agent or security agents in accordance with this Agreement;

(ii)           an “agreement” includes any legally binding arrangement, contract, deed or instrument (in each case whether oral or written);

(iii)          an “amendment” includes any amendment, supplement, variation, novation, modification, replacement or restatement (however fundamental) and amend and amended shall be construed accordingly;

(iv)          “assets” includes businesses, undertakings, securities, properties, revenues or rights of every description and whether present or future, actual or contingent;

(v)           “Barclays Capital” means Barclays Capital, the Investment Banking Division of Barclays Bank PLC;

(vi)          a “company” includes a company, a corporation or a limited partnership;

(vii)         a “consent” includes an authorisation, permit, approval, consent, exemption, licence, order, filing, registration, recording, notarisation, permission or waiver;

(viii)        a “disposal” includes any sale, transfer, grant, lease, licence or other disposal, whether voluntary or involuntary and “dispose” will be construed accordingly;

(ix)           the “European interbank market” means the interbank market for sterling, euro or other currencies operating in Participating Member States;

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(x)            the “equivalent” in any currency (the “first currency”) of any amount in another currency (the “second currency”) shall be construed as a reference to the amount in the first currency which could be purchased with that amount in the second currency at the Bridge Facility Agent’s spot rate of exchange for the purchase of the first currency with the second currency in the London foreign exchange market at or about 11:00 a.m. on a particular day (or at or about such time and on such date as the Bridge Facility Agent may from time to time reasonably determine to be appropriate in the circumstances);

(xi)           a “guarantee” includes:

(A)          indemnity, counter-indemnity, guarantee or assurance against loss in respect of any indebtedness of any person; and

(B)           any other obligation of any person, whether actual or contingent:

(i)            to pay, purchase, provide funds (whether by the advance of money to, the purchase of or subscription for shares or other investments in any person, the purchase of assets or services, the making of payments under an agreement or otherwise) for the payment of, to indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of any other person; or

(ii)           to be responsible for the performance of any obligations by or the solvency of any other person,

and “guaranteed” and “guarantor” shall be construed accordingly;

(xii)          “including” means including without limitation and “includes” and “included” shall be construed accordingly;

(xiii)         “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;

(xiv)        a “participation” of a Lender in a Loan means the amount of such Loan which such Lender has made or is to make available and thereafter that part of the Loan which is owed to such Lender;

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

(xvi)        a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not having the force of law being one with which it is the practice of the relevant person to comply) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

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(xvii)       “shares” includes shares or limited partnership interests and share capital includes partnership capital;

(xviii)      a Bridge Finance Document or a Transaction Document or any other agreement or instrument is a reference to that Bridge Finance Document or Transaction Document or other agreement or instrument as amended or novated (however fundamentally) and includes any increase in, extension of or change to any facility made available under any such agreement or instrument;

(xix)         a provision of law is a reference to that provision as amended or re-enacted;

(xx)          a time of day is a reference to London time; and

(xxi)         the singular includes the plural (and vice versa).

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

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

(d)           Representations and warranties made on or before the Closing Date in respect of matters relating to members of the Target Group are qualified by the awareness of the Obligor giving those representations and warranties.

(e)           Representations and warranties qualified by the awareness of the Obligor giving those representations and warranties are made by reference to, and are limited, to the actual knowledge of the Obligor at the relevant time.

(f)            A Default or an Event of Default is continuing if it has not been remedied (in respect of an Event of Default under Clause 19.2 (Financial condition), in accordance with Clause 19.3 (Equity cure right) or Clause 19.4 (Deemed remedy)) or waived.

(g)           Any accounting or financial term shall, unless otherwise indicated, be construed in accordance with the Accounting Principles.

(h)           No personal liability shall attach to any director, officer or employee of any member of the Group for any representation or statement made by that member of the Group in a certificate signed by a director, officer or employee save in the case of gross negligence or fraud in which case liability (if any) will be determined in accordance with applicable law.

(i)            Where a person (the “first person”) is required to “ensure” or “procure” certain acts or circumstances in relation to any other person (the “second person”) and the first person owns 90 per cent. or less of the equity in the second person and the balance of the equity is not owned by an Affiliate of the first person, such first person shall only be obliged to use its best efforts, subject to all limitations and restrictions on the influence it may exercise as a parent or shareholder over such second person, pursuant to any agreement with the other shareholders or pursuant to any applicable law which requires the consent of the other shareholders, and its

35

obligation to ensure or procure shall not be construed as a guarantee for such acts or circumstances.

(j)            In the event that the High Yield Notes are not issued and the Group undertakes an alternative refinancing of the Bridge Facility, references in this Agreement to the High Yield Notes and related definitions shall be construed to apply to such alternative refinancing provided that, to the extent applicable, such alternative refinancing is on terms which are subject to or substantially consistent with the Intercreditor Agreement.

(k)           In relation to:

(i)            the “permitted acquisitions” general basket annual limit specified in sub-paragraph (b)(viii)(A)(X) of Clause 20.8 (Acquisitions), but excluding for this purpose any amount by which this is increased by the addition of Retained Proceeds, Re-investment Proceeds or Excluded Polkomtel Disposal Proceeds at any time;

(ii)           the “permitted joint venture investments” general basket annual limits specified in sub-paragraphs (b)(iii) and (c) of Clause 20.9 (Joint Ventures); and

(iii)          the “permitted disposals” general basket annual limit specified in sub-paragraph (b)(xxi) of Clause 20.11 (Disposals),

(each an “original basket amount”),

in any financial year of the Borrower (the “Original Financial Year”), an amount equal to 50 per cent. of each original basket amount that is not applied in that Original Financial Year (the “Available Amount”) may be carried forward to the immediately following financial year (the “Carry Forward Year”) and added to the relevant corresponding basket in the Carry Forward Year so that the amount of such basket is increased by an amount equal to the Available Amount, provided that in any Carry Forward Year, any available basket amount shall be applied after any Available Amount carried forward into such Carry Forward Year.

1.3.          Currency Symbols and Definitions

(a)           “€” and “euro” mean the single currency unit of the Participating Member States.

(b)           “US$” and “US Dollars” mean the lawful currency for the time being of the United States of America.

(c)           “DKK” and “Danish Kroner” means the lawful currency for the time being of the Kingdom of Denmark.

(d)           “CHF” and “Swiss Francs” means the lawful currency for the time being of Switzerland.

(e)           “£” and “Sterling” means the lawful currency for the time being of the United Kingdom.

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1.4.          Third party rights

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

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

1.5.          Intercreditor Agreement

This Agreement is subject to the Intercreditor Agreement. In the event of any inconsistency between this Agreement and the Intercreditor Agreement, the Intercreditor Agreement shall prevail.

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SECTION 2
THE FACILITY

2.             THE FACILITY

2.1.          The Commitment

(a)           Subject to the terms and conditions set forth herein, each Lender agrees to make one or more loans (individually, an “Initial Loan” and collectively, the “Initial Loans”) to the Borrower from and including the Closing Date to and including the end of the Availability Period in an aggregate principal amount not to exceed its Commitment.

(b)           Each Lender agrees, if the Initial Loans have not been repaid prior to the Initial Maturity Date, that the then outstanding principal amount of each of its Initial Loans shall automatically be converted on the Initial Maturity Date into a loan (individually, an “Extended Loan” and collectively, the “Extended Loans”) to the Borrower in an aggregate principal amount equal to the then outstanding principal amount of such Initial Loan or Initial Loans (including any accrued interest not required to be paid in cash) and denominated in the same currency as each such Initial Loan; provided that (i) if, on the Initial Maturity Date, a Default described in Clause 21.6 (Insolvency proceedings) (with respect to the Borrower only) shall have occurred and be continuing, the Initial Loans shall not be so converted on the Initial Maturity Date, but if such Default is cured before the expiration of the grace period specified in such Clause 21.6, such conversion shall take place on the date that such Default is cured, (ii) if an Event of Default described in Clause 21.5 (Insolvency) or Clause 21.6 (Insolvency proceedings) (in each case, with respect to the Borrower only) shall have occurred and be continuing on the Initial Maturity Date, the Initial Loans shall not be so converted but shall, instead, be due and payable on the Initial Maturity Date and (iii) if a Default described in Clause 21.6 (Insolvency proceedings) (with respect to the Borrower only) shall have occurred and be continuing on the Initial Maturity Date and such Default is not cured prior to the end of the grace period specified in such subsection, the Initial Loans shall not be so converted but shall, instead, be due and payable on the last day of such grace period.  The Extended Loans shall be deemed to be borrowed under (and shall remain outstanding on the terms set forth in) the Extended Loan Credit Agreement, which the Borrower, each Lender, the Bridge Facility Agent and the Security Agent shall execute and deliver in accordance with Clause 20.33 (Extended Loan Documents).  Upon the conversion of the Initial Loans into Extended Loans, each Lender shall cancel on its records the principal amount of the Initial Loans held by such Lender, the repayment of which shall be satisfied by the conversion of such Initial Loans into Extended Loans in accordance with this Clause 2.1(b).

3.             PURPOSE

3.1.          Purpose

Each Initial Loan may only be used in or towards:

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(i)            financing the consideration payable by Bidco for the acquisition by it of Target Shares from accepting shareholders pursuant to the Offer and the cash settlement of any Treasury Stock and/or Target warrants or the acquisition by it of those Target Shares to be acquired by it as a result of implementing any of the Compulsory Acquisition Procedures, the making of Market Purchases on or after the Closing Date and/or the refinancing of expenditure incurred by or on behalf of the Borrower or Bidco in making Market Purchases prior to the Closing Date, provided that, such Target Shares are, or, upon the relevant Loan being made will be owned by Bidco or subscribing for shares in (or making another type of capital contribution to) Bidco to enable it to carry out any such transaction; and

(ii)           financing Transaction Costs.

3.2.          Monitoring

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

4.             CONDITIONS OF UTILISATION

4.1.          Conditions precedent

The Lenders shall only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any Initial Loans if on or before the Utilisation Date with respect to such Initial Loans (i) the Bridge Facility Agent has received in form and substance satisfactory to the Bridge Facility Agent (acting reasonably) all of the documents and evidence set out in Part I of Schedule 2 (Conditions Precedent to Signing), (ii) subject to Clause 4.2 (Certain Funds) and Clause 21.16 (Clean-up Period) Bidco has received (indirectly) from the Investors proceeds by way of equity subscription in an amount equal to at least €1,800,000,000 or, if greater, such other amount as per the Agreed Sources and Uses Spreadsheet and (iii) subject to Clause 4.2 (Certain Funds) and Clause 21.16 (Clean-up Period) (x) in relation to any Initial Loans requested to be made on the Closing Date, all the representations and warranties in Clause 17 (Representations) are true in all material respects or (y) in relation to any Initial Loans requested to be made after the Closing Date, the Repeating Representations are true in all material respects.  The Bridge Facility Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

4.2.          Certain funds

(a)           Except as provided in paragraph (b) below and provided that paragraph (c) below has been complied with and notwithstanding any other term of this Agreement or any other Bridge Finance Document, during the Certain Funds Period, the Finance Parties are not permitted or entitled to:

(i)            refuse or fail to make available or participate in any Initial Loan;

(ii)           cancel any Commitment;

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(iii)          exercise any right of rescission, termination, or similar right or remedy (whether under this Agreement or under any applicable law) or any other right of enforcement which it may have in relation to any Initial Loan or Commitment;

(iv)          accelerate, make demand or cause or require repayment or prepayment of any Initial Loan or take any other step under Clause 21.15 (Acceleration) or enforce any Transaction Security;

(v)           invoke any condition set out in clauses (ii) or (iii) of Clause 4.1; or

(vi)          exercise any right of set-off or counterclaim in respect of any Initial Loan or the proceeds thereof.

(b)           Paragraph (a) above does not apply if the entitlement arises because:

(i)            the Borrower has not delivered on or before the Utilisation Date all of the documents and evidence required under Clause 4.1 (Conditions precedent) (unless the delivery of any condition precedent has been waived in accordance with this Agreement);

(ii)           the Borrower has not delivered a Utilisation Request in accordance with Clause 5.1 (Delivery of a Utilisation Request);

(iii)          the Offer has terminated or (unless the same is mandatorily imposed by the Danish FSA, or the Copenhagen Stock Exchange or other relevant regulatory body) an amendment or waiver of any of the material terms of the Offer (other than the extension of the Offer period or a reduction of the required level of acceptances to the Offer to an amount equal to or greater than 85 per cent.) has been made by any member of the Group (or any person on their behalf) without the consent of the Majority Lenders (acting reasonably) where such amendment or waiver is reasonably likely to affect materially and adversely the interests of the Lenders save that it is agreed that, notwithstanding any imposition as aforesaid, or not, any amendment or waiver that has the effect of reducing the level of acceptances to the Offer to an amount less than 85 per cent. is material and, if such an amendment or waiver was implemented or was imposed, it would be reasonably likely to affect materially and adversely the interest of the Lenders and the provisions of paragraph (a) are not applicable unless the Arrangers otherwise agree; or

(iv)          in respect of any Initial Loans requested to be made on the Closing Date, the board of directors of the Target has not recommended, or has withdrawn its recommendation at any time prior to the last day on which the Offer remains open for acceptances, to the shareholders of the Target that they accept the Offer.

(c)           The Borrower has delivered to the Bridge Facility Agent a certificate confirming that there has been:

(i)            no termination of the Offer; and

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(ii)           having regard to paragraph (b) above the provisions of paragraph (a) are applicable to the requested Initial Loans.

(d)           Subject to Clause 21.16 (Clean up period), nothing in this Clause 4.2 will affect the rights of any Lender in respect of any outstanding Default upon expiry of the Certain Funds Period irrespective of whether that Default occurred during the Certain Funds Period or not.

4.3.          Adjustment Date Equity

On the Adjustment Date, Bidco must have received (indirectly) from the Investors proceeds by way of equity subscription in an amount equal to at least €1,800,000,000 or, if greater, such other amount as per the Agreed Sources and Uses Spreadsheet.

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SECTION 3
UTILISATION

5.             UTILISATION

5.1.          Delivery of a Utilisation Request

The Borrower may request that the Lenders make Initial Loans by delivery to the Bridge Facility Agent of a duly completed Utilisation Request not later than the Specified Time (or such later time as the Bridge Facility Agent may agree).

5.2.          Completion of a Utilisation Request

A Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)            the proposed Utilisation Date is a Business Day within the Availability Period; and

(ii)           the currency and amount of the Initial Loans comply with Clause 5.3 (Currency and amount).

5.3.          Currency and amount

The currency specified in a Utilisation Request must be euro provided that if so notified by the Arrangers to the Borrower (by at least 3 Business Days’ prior notice) on the date that is 45 days after the Closing Date, a portion of the Initial Loans specified by the Arrangers in such prior notice up to the US Dollar equivalent of €500,000,000 shall be redenominated into US Dollars at the Agent’s Spot Rate of Exchange on the date that is one Business Day before the date of such redenomination.  Each Initial Loan (or portion thereof) redenominated into US Dollars pursuant to this Clause 5.3 shall, from the date of such redenomination, constitute a separate Initial Loan for all purposes under this Agreement.

5.4.          Lenders’ participation

(a)           The Bridge Facility Agent must promptly notify each Lender of the details of the requested Initial Loan and the amount of its share in that Initial Loan.

(b)           The amount of each Lender’s share of the Initial Loan will be its Pro Rata Share on the proposed Utilisation Date.

(c)           No Lender is obliged to participate in an Initial Loan if as a result:

(i)            its share in the Initial Loans would exceed its Commitment; or

(ii)           the Initial Loans would exceed the aggregate amount of the Commitments.

(d)           If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Initial Loan available to the Bridge Facility Agent for the account of the Borrower by the Utilisation Date through its Facility Office.

(e)           The amount of each Lender’s participation in each Initial Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making such Initial Loan.

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SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION

6.             REPAYMENT

6.1.          Repayment of Loans

(a)           Subject to Clause 2.1(b) (The Commitment), the Initial Loans will mature on the Initial Maturity Date and, to the extent then unpaid, will automatically be converted into Extended Loans or become due and payable pursuant to Clause 2.1(b) (The Commitment).

(b)           The Extended Loans will mature on the Final Maturity Date in accordance with the terms of the Extended Loan Credit Agreement.  Pursuant to the Extended Loan Credit Agreement, each Extended Loan shall bear interest as described in the Summary Terms and Conditions of Extended Loans from the Extension Date until such Extended Loan shall be paid in full or exchanged for an Exchange Note.

(c)           Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(d)           The Bridge Facility Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable (including, without limitation, any PIK Interest Amount and any interest payable thereon) from the Borrower to each Lender hereunder and (iii) any amount received by the Bridge Facility Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(e)           The entries made in the accounts maintained pursuant to Clause 6.1(c) and 6.1(d) shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Bridge Facility Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Initial Loans in accordance with the terms of this Agreement and the Extended Loans in accordance with the terms of the Extended Loan Credit Agreement.

(f)            The Borrower may not re-borrow any part of the Bridge Facility which is repaid.

7.             PREPAYMENT AND CANCELLATION

7.1.          Illegality of a Lender

If, at any time after a Lender becomes a party to this Agreement, it becomes unlawful in any applicable jurisdiction for such Lender to perform any of its obligations as contemplated by this Agreement or to make, fund, issue or maintain its participation in any Loan that Lender shall promptly notify the Bridge Facility Agent upon becoming aware of that event and upon the Bridge Facility Agent notifying the Borrower:

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(a)           the Commitments of that Lender shall immediately be reduced to zero and cancelled or, if required by the Borrower, on such date transferred to another bank or institution willing to accept that transfer; and

(b)           the Borrower shall, on such date as the Bridge Facility Agent shall have specified (being no earlier than the last day permitted by law), repay that Lender’s participation in the Loans (together with accrued interest on and all other amounts owing to that Lender under the Bridge Finance Documents) or, if required by the Borrower, that Lender’s participations shall on such date be transferred at par to another bank or institution willing to accept that transfer (to the extent it is lawful for such Lender to undertake such transfer).

7.2.          Voluntary cancellation

(a)           The Borrower may, if it gives the Bridge Facility Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part of the Available Facility being, in the case of a cancellation in part, a minimum amount of €10,000,000.  Any cancellation under this Clause 7.2 shall reduce rateably the Commitments of the Lenders.

7.3.          Mandatory cancellation

(a)           If:

(i)            it is not possible to complete the Offer prior to the end of the Availability Period; or

(ii)           the Offer is withdrawn or terminates.

all the Commitments will be immediately and automatically cancelled.

(b)           If the Borrower owns less than 100 per cent. of the Target Shares, and any prepayment of the Initial Loans is made during the Availability Period, then the undrawn Commitments will be immediately and automatically cancelled in an amount equal to the amount of such prepayment multiplied by 100/A where “A” is the percentage of Target Shares owned by Bidco (or, if less, the aggregate amount of undrawn Commitments at such time).  Any cancellation under this Clause 7.3(b) shall reduce ratably the Commitments of the Lenders.

7.4.          Voluntary prepayment

Subject to any limitations imposed by the Senior Facilities Agreement or under the Intercreditor Agreement, the Borrower may, if it gives the Bridge Facility Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Initial Loans (but, if in part (unless such prepayment follows from an exercise of the adjustment procedure set forth in Clause 2.2 of the Senior Facilities Agreement), being an amount that reduces the amount of the relevant Initial Loan by a minimum amount of €10,000,000) without premium or penalty.

7.5.          Right of repayment and cancellation in relation to a single Lender

(a)           If:

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(i)            any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 11.2 (Tax gross-up); or

(ii)           any Lender claims indemnification from the Borrower or an Obligor under Clause 11.3 (Tax indemnity) or Clause 12.1 (Increased Costs); or

(iii)          any Lender notifies the Bridge Facility Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae); or

(iv)          any Lender becomes a Non-Consenting Lender or a Non-Funding Lender,

the Borrower may, while (in the case of paragraphs (i) or (ii) above) the circumstance giving rise to the requirement for increased payment or indemnification continues or while (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, either (x) require the transfer of the whole of that Lender’s (the transferring Lender) Commitments and participations in Loans to another bank or institution willing to accept that transfer on the last day of the then current Interest Period or (y) subject to any limitations imposed by the Senior Facilities Agreement or the Intercreditor Agreement, give the Bridge Facility Agent notice of cancellation of the Commitments of that Lender and its intention to procure the repayment of that Lender’s participation in the outstanding Loans together with accrued interest and unpaid fees then due to such Lender.

(b)           On receipt of a notice referred to in paragraph (a)(y) above, the Commitments of the relevant Lender shall immediately be reduced to zero.

(c)           Any notice delivered under paragraph (a)(x) above shall be accompanied by a Transfer Certificate complying with Clause 22.5 (Procedure for transfer), duly executed by the New Lender proposed by the Borrower, which Transfer Certificate shall be immediately accepted by the transferring Lender.

(d)           On the last day of the Interest Period in which the Borrower has given notice under paragraph (a)(y) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay the relevant Lender’s participation in that Loan.

7.6.          Exit

(a)           For the purpose of this Clause 7.6 and Clause 7.7 (Disposal, Insurance, Report and Flotation Proceeds):

Change of Control means:

(i)            (x) (if a delisting of the Target Shares from the Copenhagen Stock Exchange has not occurred) prior to the earlier to occur of (1) a Flotation and (2) the Quarter Date on which the Debt Cover ratio of the Group is less than 3.75:1 provided that on such date the Borrower does not have any outstanding Utilisations (as defined in the Senior Facilities Agreement) under any of the Senior Facilities or (y) (if a delisting of the Target Shares from the Copenhagen Stock Exchange has occurred) prior to a Flotation:

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(A)          the Initial Investors, together, ceasing to directly or indirectly beneficially own 50.1 per cent. or more of the issued voting share capital of, or ceasing to have the ability directly or indirectly to exercise at least 50.1 per cent. of the voting rights in, the Borrower; or

(B)           persons appointed, nominated or voted for by the Initial Investors, taken together, ceasing to form a majority of the board of directors (or equivalent body) of the Borrower; or

(C)           prior to the Phase Two Date:

(i)            the Borrower ceasing to directly beneficially own all of the issued share capital of Bidco (save for any such shares required by applicable law to be issued to a director or other officer of Bidco); or

(ii)           Bidco ceasing to directly beneficially own at least an amount equal to the greatest percentage of the issued shares in the Target owned by it at any time that are funded in whole or in part with the proceeds of utilizations of the Term Facilities (as defined in the Senior Facilities Agreement) and the Bridge Facility (but ignoring for this purpose any Target shares that are funded solely by equity proceeds provided for the purpose of such acquisition (excluding any amount of equity proceeds which the Investors are required to provide pursuant to clause (ii) of Clause 4.1 (Conditions precedent) or Clause 4.3 (Adjustment Date Equity)) and are not funded with the proceeds of any utilisations of the Senior Facilities or the Bridge Facility (“Equity Funded Target Shares”)) and, in any event, from the settlement date relating to the Offer not less than 85 per cent. of the issues shares in the Target; or

(D)          after the Phase Two Date, the Borrower ceasing to directly beneficially own a percentage of the issued shares in the Phase Two Entity at least equal to the greatest percentage of the issued shares in the Target owned by Bidco at any time that are funded in whole or in part with the proceeds of utilisations of the Term Facilities (as defined in the Senior Facilities Agreement) and the Bridge Facility (but ignoring for this purpose any Equity Funded Target Shares) and, in any event, not less than 85 per cent. of the issued shares in the Phase Two Entity; or

(ii)           (x) (if a delisting of the Target Shares from the Copenhagen Stock Exchange has not occurred) after the earlier to occur of (1) a Flotation and (2) the Quarter Date on which the Debt Cover ratio of the Group is less than 3.75:1 provided that on such date the Borrower does not have any outstanding Utilisations (as defined in the Senior Facilities

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Agreement) under any of the Senior Facilities or (y) (if a delisting of the Target Shares from the Copenhagen Stock Exchange has occurred) after a Flotation:

(A)          the Initial Investors, together, ceasing to directly or indirectly beneficially own at least 30 per cent. of the issued voting share capital of, or ceasing to have the ability directly or indirectly to exercise at least 30 per cent of the voting rights in, the Borrower; or

(B)           any other person or group of persons acting in concert obtaining beneficial ownership (directly or indirectly) of more voting shares in, or (directly or indirectly) the right to exercise more of the voting rights in, the Borrower than the Initial Investors taken together.

“acting in concert” means a group of persons (excluding, for the purposes of this definition, the management of the Borrower, other than in their capacity as shareholders) who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, either directly or indirectly.

“Flotation” means a listing of all or any part of the share capital of any Holdco or the Target or any Holding Company of them on any recognised investment exchange or any other sale or issue by way of flotation or public offering in relation to any Holdco or the Target or any Holding Company of any (but does not include (i) any admission or listing of the Target Shares in existence on the date of this Agreement or (ii) any disposal of Target Shares made prior to a delisting of the Target Shares from the Copenhagen Stock Exchange).

(b)           Upon the occurrence of:

(i)            the sale of the whole or substantially the whole of the business and assets of the Group to persons who are not members of the Group (whether in a single transaction or in a series of related transactions); or

(ii)           a Change of Control,

the Bridge Facility shall be cancelled in full and the Initial Loans shall be prepaid in full at par together with interest thereon and all other amounts accrued and owing by each of the Obligors under the Bridge Finance Documents.

7.7.          Disposal, Insurance, Report and Flotation Proceeds

(a)           For the purposes of this Clause 7.7:

“Disposal” means a sale, lease, transfer, loan or other disposal by a person of any asset, undertaking or business (whether voluntary or involuntary and whether as a single transaction or a series of transactions).

“Disposal Proceeds” means the consideration received in cash by any member of the Group (including any amount received in cash from a person who is not a member of the Group in

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repayment of intercompany debt) for any Disposal made by any member of the Group to a person who is not a member of the Group after deducting:

(i)            fees and expenses incurred by any member of the Group with respect to that Disposal to person(s) who are not members of the Group;

(ii)           any Tax incurred and required to be paid (or, on the basis of professional advice,  reserved against as evidenced in reasonable detail to the Bridge Facility Agent on request) by the seller in connection with that Disposal;

(iii)          any amount retained in respect of any possible warranty or indemnity claim against such Disposal as evidenced in reasonable detail to the Bridge Facility Agent on request, provided that to the extent no such warranty or indemnity claim is able to be made such amount shall constitute Disposal Proceeds;

(iv)          any amount required to be applied in prepaying any Financial Indebtedness (other than any amount outstanding under the Bridge Finance Documents) permitted under Clause 20.18 (Financial Indebtedness) which is secured over the asset disposed of as permitted under clause 20.10 (Negative pledge) to the extent that such Financial Indebtedness was not incurred prior to such Disposal for the purpose of that Disposal; and

(v)           any related reasonable out-of-pocket, redundancy, relocation, closure or restructuring costs arising in connection with or as a result of or preparatory to such Disposal as evidenced in reasonable detail to the Bridge Facility Agent on request; and

(vi)          any amount received in respect of a Disposal which is to be paid into the Bond Redemption Account in accordance with the terms of Clause 7.11 (Bond Redemption Account) and which is so paid,

but does not include any consideration for any Disposal:

(A)          referred to in paragraphs (b) (i), (ii), (iii), (iv), (v), (vii), (ix), (x), (xi), (xii)(A), (xiv) save to the extent such proceeds are required to be applied in prepayment of the Senior Facilities pursuant to that sub-paragraph, (xvii) save to the extent that if the agreement to make such Disposal had been concluded after the Closing Date the proceeds would have been required to be prepaid pursuant to the Senior Facilities Agreement, (xviii), (xix), (xx), or (xxi) of Clause 20.11 (Disposals);

(B)           of a kind contemplated by paragraph (b)( vi) of Clause 20.11 (Disposals), to the extent such proceeds are used (or committed to be used, as applicable) within the timeframes set out in, and in the purchase of assets permitted by that paragraph;

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(C)           being either a licence of Intellectual Property or a lease or licence of real property unless the consideration is received by way of a capital sum rather than periodic payment; or

(D)          in an amount (after the deductions referred to in paragraphs (i) to (vi) above) of €2,500,000 or less.

“Excluded Polkomtel Disposal Proceeds” means an amount equal to 25 per cent. of the Polkomtel Disposal Proceeds.

“Excluded Non-Core Asset Proceeds” means the lower of:

(i)            €350,000,000 (or its equivalent in other currencies); and

(ii)           the aggregate amount of the Non-Core Asset Disposal Proceeds less the amount of those proceeds (if any) necessary, when applied in prepayment of the Senior Facilities, to reduce the Debt Cover ratio (adjusted on a pro forma basis to take account of the Non-Core Asset Disposal and calculated as if such Non-Core Asset Disposal Proceeds had been applied in prepayment of the Senior Facilities on the last day of the most recent complete Relevant Period and by reference to the Borrower’s then most recent financial statements as delivered to the Bridge Facility Agent pursuant to Clause 18.1 (Financial statements)) to the lowest of:

(A)          the Debt Cover ratio as at the end of the most recent complete Relevant Period;

(B)           the Debt Cover ratio appearing at Clause 19.2 (Financial condition) in respect of the Relevant Period ending as at the end of the next Financial Quarter, adjusted so that Consolidated Net Debt is increased by five per cent.); and

(C)           the Opening Debt Cover ratio

“Flotation Proceeds” means the proceeds of any Flotation received by any Holdco or the Target or any Holding Company of them in cash (after deducting any Tax incurred in connection with that Flotation and any fees and expenses properly incurred by any Holdco or the Target or any Holding Company of them to persons who are not members of the Group or any such Holding Company) provided that where Flotation Proceeds have been received and the required proportion of such Flotation Proceeds has been applied in prepayment as required by paragraph (b) below, and monies derived from the remaining part of such Flotation Proceeds (after such prepayment) are subsequently paid (otherwise than in breach of this Agreement) to the Borrower or any other Holding Company of the Borrower, such monies shall not, merely by reason of their receipt by the Borrower or such other Holding Company, constitute Flotation Proceeds in the hands of the recipient necessitating a further prepayment under paragraph (b) below.

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“Insurance Proceeds” means the proceeds of any insurance claim received by any member of the Group in cash for loss or damage to property (and for the avoidance of doubt excluding any third party or public liability claim or claim under any business interruption or similar Insurance) of any member of the Group (after deducting any fees and expenses properly incurred in relation to that claim by any member of the Group to persons who are not members of the Group that are not Connected Persons) but not any proceeds which (a) are applied to the replacement, reinstatement and/or repair of the assets in respect of which the relevant insurance claim was made or towards the purchase of other assets to be used in the Group’s business, within 12 Months of receipt of such proceeds (or within 18 Months of receipt if the same are, within 12 Months of receipt, contractually committed to be so applied) or such longer period as agreed by the Majority Lenders or are applied to reimburse a member of the Group for amounts expended to replace, reinstate or repair the asset in respect of which the claim was made or (b) are less than €2,500,000 (or the equivalent in other currencies) in respect of any single claim or when aggregated with the amount of proceeds of any other insurance claims received by members of the Group, less than €20,000,000 (or the equivalent in other currencies) in any financial year of the Borrower.

“Non-Core Asset Disposal Proceeds” are Disposal Proceeds arising from the Disposal of a Non-Core Asset to the extent the same would constitute Disposal Proceeds and which are identified by the Borrower as being the Required Disposal Proceeds for the purpose of sub-paragraph (ii) of that definition.

“Opening Debt Cover Ratio” means a Debt Cover ratio of 5.7:1.0.

“Polkomtel Disposal Proceeds” means Disposal Proceeds arising from the Disposal of the Group’s interest in Polkomtel (whether occurring on, prior to or after the Closing Date).

“Report Proceeds” means the proceeds received in cash by a member of the Group of a claim against any adviser who prepared a Report (after deducting any fees and expenses properly incurred in relation to that claim by any member of the Group) but not any proceeds which are applied:

(i)            to satisfy (or reimburse a member of the Group who has discharged) any liability, charge or claim upon a member of the Group by a person who is not a member of the Group; or

(ii)           in the replacement, reinstatement and/or repair of assets of a member of the Group or towards the purchase of other assets to be used in the Group’s business,

in each case as a result of the events or circumstances giving rise to that claim, if those proceeds are so applied within 12 Months of receipt of those proceeds (or within 18 Months of receipt if the same are, within 12 Months of receipt, contractually committed to be so applied) or such longer period as agreed by the Majority Lenders, but excluding any proceeds in an amount of less than €2,500,000 (or the equivalent in other currencies) in respect of any single claim or, when aggregated with the amount of the proceeds of any other claims received by members of

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the Group, less than €5,000,000 (or the equivalent in other currencies) in any financial year of the Borrower.

“Required Disposal Proceeds” means the aggregate of:

(i)            In respect of Disposal Proceeds that are not Non-Core Asset Disposal Proceeds or Polkomtel Disposal Proceeds;

(A)          the proportion, up to a maximum of 100 per cent., of any Disposal Proceeds which would, if applied in prepayment of the Senior Facilities, and, to the extent applicable, in payment of dividends or other profit distributions to any minority interests in the Target (or, if applicable, the Phase Two Entity), reduce the Debt Cover ratio to 4.5:1 (adjusted on a pro forma basis to take account of the relevant Disposal and calculated as if such Disposal Proceeds had been applied in prepayment on the last day of the most recent complete Relevant Period; and

(B)           the proportion, up to a maximum of 100 per cent., of any remaining Disposal Proceeds after application of any amount pursuant to sub-paragraph (i)(A) above which would, if applied (I) in prepayment of the Senior Facilities or, at the option of the Borrower, (II) in prepayment of the Senior Facilities and the Bridge Facility and, in each case to the extent applicable, in payment of dividends or other profit distributions to any minority interests in the Target (or, if applicable the Phase Two Entity) (such amount to be applied between (i) the Senior Facilities on the one hand and (ii) the Bridge Facility and any shareholders in Target that are not members of the Group or, after the Phase Two Date, any shareholders in the Phase Two Entity that are not members of the Group, on the other, pro rata according to the proportion which on the date of prepayment, the Total Term Facility Commitments (as defined in the Senior Facilities Agreement) and the aggregate Commitments respectively bear to the aggregate of the Total Term Facility Commitments (as defined in the Senior Facilities Agreement) and the aggregate Commitments), reduce the Debt Cover ratio to 3.5:1 (adjusted on a pro forma basis to take account of the relevant Disposal and calculated as if such proceeds had been applied in prepayment on the last day of the most recent complete Relevant Period);

(ii)           on one occasion only during the life of the Bridge Facility in respect of Disposal Proceeds that are Non-Core Asset Disposal Proceeds if the aggregate Gross Non-Core Asset Disposal Proceeds less any Non-Core Asset Disposal Proceeds that are Re-investment Proceeds (or which the Borrower has identified to the Bridge Facility Agent as being potential Re-investment Proceeds (any such amount(s) so used being “Disapplied Non-Core Asset Proceeds”) is equal to or greater than €2,000,000,000 (or its equivalent in other currencies):

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(A)          the proportion, up to a maximum amount of 100 per cent., of any Non-Core Asset Disposal Proceeds (that are not Disapplied Non-Core Asset Proceeds) less (i) an amount equal to the Excluded Non-Core Asset Proceeds that are, subject to the Intercreditor Agreement, to be paid, directly or indirectly to the Investors or a Holding Company of the Borrower and (ii) any amount of Non-Core Asset Disposal Proceeds that have been paid into the Bond Redemption Account in accordance with Clause 7.11 (Bond Redemption Account) which would, if applied in prepayment of the Senior Facilities and, to the extent applicable, in payment of dividends or other profit distributions to any minority interests in the Target (or, if applicable, the Phase Two Entity), reduce the Debt Cover ratio to 4.5:1 (adjusted on a pro forma basis to take account of the relevant Non-Core Asset Disposal and calculated as if the required amount of Non-Core Asset Disposal Proceeds had been applied in prepayment of the Senior Facilities on the last day of the most recent complete Relevant Period); and

(B)           the proportion, up to a maximum amount of 100 per cent., of any remaining Non-Core Asset Disposal Proceeds (that are not Disapplied Non-Core Asset Proceeds) after application of any amount pursuant to sub-paragraph (ii)(A) above, less to the extent not already deducted (i) an amount equal to the Excluded Non-Core Asset Proceeds that are, subject to the Intercreditor Agreement, to be paid, directly or indirectly to the Investors or a Holding Company of the Borrower and (ii) any amount of Non-Core Asset Disposal Proceeds that have been paid into the Bond Redemption Account in accordance with Clause 7.11 (Bond Redemption Account) which would, if applied (I) in prepayment of the Senior Facilities or, at the option of the Borrower, (II) in prepayment of the Senior Facilities and the Bridge Facility and, in each case to the extent applicable, in payment of dividends or other profit distributions to any minority interests in the Target (or, if applicable, the Phase Two Entity) (such amount to be applied between (i) the Senior Facilities on the one hand and (ii)  the Bridge Facility and any shareholders in Target that are not members of the Group or, after the Phase Two Date, any shareholders in the Phase Two Entity that are not members of the Group, on the other (such amount to be applied pro rata according to the proportion which, on the date of prepayment the Total Term Facility Commitments (as defined in the Senior Facilities Agreement) and the aggregate Commitments respectively bear to the aggregate of the Total Term Facility Commitments (as defined in the Senior Facilities Agreement) and the aggregate Commitments) reduce the Debt Cover ratio to 3.5:1 (adjusted on a pro forma basis to take account of the relevant Non-Core Asset Disposal and calculated as if the required amount of Non-Core Asset Disposal Proceeds had been applied in prepayment of the Senior

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Facilities and the Bridge Facility on the last day of the most recent complete Relevant Period); and

(iii)          in respect of Disposal Proceeds that are Polkomtel Disposal Proceeds:

(A)          where such Disposal Proceeds can be applied in prepayment of the Senior Facilities within three months of the Closing Date, at the option of the Borrower;

(X)          as set out in sub-paragraph (iii)(B) below, or

(Y)          up to a maximum amount of 100 per cent. of any Polkomtel Disposal Proceeds less any amount of Polkomtel Disposal Proceeds that have been paid into the Bond Redemption Account in accordance with Clause 7.11 (Bond Redemption Account) (such amount to be applied in prepayment of (I) in prepayment of the Senior Facilities or, at the option of the Borrower, (II) in prepayment of the Senior Facilities and the Bridge Facility and, in each case to the extent applicable, in payment of dividends or other profit distributions to any minority interests in the Target (or, if applicable, the Phase Two Entity) (such amount to be applied between (i) the Senior Facilities on the one hand and (ii) the Bridge Facility and any shareholders in Target that are not members of the Group or, after the Phase Two Date, any shareholders in the Phase Two Entity that are not members of the Group, on the other, (up to 66.67 per cent. of such amount to be applied in prepayment of the Senior Facilities and up to 33.33 per cent., less ,at the option of the Borrower, an amount up to the amount equal to the Excluded Polkomtel Disposal Proceeds (which amount may be retained by the Group and applied as permitted by the terms of this Agreement) of such amount to be applied in prepayment of the Facility, and any shareholders in Target that are not members of the Group or, after the Phase Two Date, any shareholders in the Phase Two Entity that are not members of the Group, provided that in all circumstances an amount at least equal to €500,000,000 must be applied in prepayment of the Senior Facilities)); or

(B)           where such Disposal Proceeds cannot be applied in prepayment of the Senior Facilities within three months of the Closing Date:

(X)          the proportion, up to a maximum amount of 100 per cent., of any Polkomtel Disposal Proceeds less (i) an amount equal to the Excluded Polkomtel Disposal Proceeds and (ii) any amount of Polkomtel Disposal Proceeds that have been paid into the Bond Redemption Account in accordance with Clause 7.11 (Bond Redemption Account) which would, if applied in prepayment of the Senior Facilities and, to

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the extent applicable, in payment of dividends or other profit distributions to any minority interests in the Target (or, if applicable, the Phase Two Entity), reduce the Debt Cover ratio to 4.5:1 (adjusted on a pro forma basis to take account of the Disposal of the Group’s interest in Polkomtel and calculated as if the required amount of Polkomtel Disposal Proceeds had been applied in prepayment of the Senior Facilities on the last day of the most recent complete Relevant Period); and

(Y)          the proportion, up to a maximum amount of 100 per cent., of any remaining Polkomtel Disposal Proceeds after application of any amount pursuant to sub-paragraph (B)(X) above less (i) an amount equal to the Excluded Polkomtel Disposal Proceeds and (ii) any amount of Polkomtel Disposal Proceeds that have been paid into the Bond Redemption Account in accordance with Clause 7.11 (Bond Redemption Account) which would, if applied in (I) prepayment of the Senior Facilities or, at the option of the Borrower, (II) in prepayment of the Senior Facilities and the Bridge Facility and, in each case to the extent applicable, in payment of dividends or other profit distributions to any minority interests in the Target (or, if applicable, the Phase Two Entity) (such amount to be applied between (i) the Senior Facilities on the one hand and (ii) the Bridge Facility and any shareholders in Target that are not members of the group or, after the Phase Two Date, any shareholders in the Phase Two Entity that are not members of the Group, on the other, pro rata according to the proportion which, on the date of prepayment, the Total Term Facility Commitments (as defined in the Senior Facilities Agreement) and the aggregate Commitments respectively bear to the aggregate of the Total Term Facility Commitments (as defined in the Senior Facilities Agreement) and the aggregate Commitments) reduce the Debt Cover ratio to 3.5:1 (adjusted on a pro forma basis to take account of the Disposal of the Group’s interest in Polkomtel and calculated as if the required amount of Polkomtel Disposal Proceeds had been applied in prepayment of the Senior Facilities and the Bridge Facility on the last day of the most recent complete Relevant Period).

“Required Flotation Proceeds” means the proportion, up to a maximum of 50 per cent., of any Flotation Proceeds which would, if applied to prepayment of the Senior Facilities, reduce the Debt Cover ratio to 3.75:1 (calculated as if such proceeds had been applied in prepayment of the Senior Facilities on the last day of the most recent complete Relevant Period).

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(b)           The Borrower shall prepay Initial Loans in an amount equal to the Required Disposal Proceeds (save for any amount that is to be applied in payment of dividends or other profit distributions to any minority interests in the Target (or, if applicable, the Phase Two Entity) as aforesaid), Insurance Proceeds, Report Proceeds and Required Flotation Proceeds, within 5 Business Days of receipt by any member of the Group (or, in the case of Required Flotation Proceeds, by any Holdco or the Target or any Holding Company of them), subject to Clause 7.13 (Prepayment elections) provided that:

(i)            no prepayment shall be required in relation to Required Disposal Proceeds except to the extent that the aggregate amount thereof in any financial year of the Borrower exceeds €20,000,000 (or its equivalent in other currencies);

(ii)           (for the avoidance of doubt) amounts of consideration received for any Disposal of a kind contemplated by sub-paragraph (b)(vii) of Clause 20.11 (Disposals) shall not count towards such €20,000,000 threshold, and shall not be required to be applied in prepayment, except to the extent that such amounts are not, within the time limits set out in sub-paragraph (b)(vii) of Clause 20.11 (Disposals), used for the purposes described in that clause; and

(iii)          no such prepayment shall be required at any time following the Initial Maturity Date.

(c)           The Borrower shall not be obliged to make a prepayment to the extent that:

(i)            it is illegal for the Borrower to (or in breach of the fiduciary or statutory duties of the relevant officers or directors to do so or gives rise to a material risk of personal liability) make a prepayment required under paragraph (b) above in relation to Required Disposal Proceeds, Insurance Proceeds, Report Proceeds or Required Flotation Proceeds or for any member of the Group which received any such Required Disposal Proceeds, Insurance Proceeds, Report Proceeds or Required Flotation Proceeds to pay or distribute any such amount to the Borrower to enable it to make any such prepayment; or

(ii)           the cost of the Borrower making any such prepayment in relation to Required Disposal Proceeds, Report Proceeds or Insurance Proceeds or of a member of the Group paying or distributing such amount to a Borrower to enable it to make any such prepayment would be material,

provided that:

(A)          the Borrower and the relevant other members of the Group shall use their reasonable endeavours to overcome or avoid any such illegality or cost and the relevant prepayment shall be made upon the relevant members of the Group overcoming such illegality or cost.  If the illegality or cost relates only to the prepayment of certain Initial Loans then, such amount shall be applied pro rata in prepayment of the other Initial Loans;

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(B)           if cash required for making such prepayment is available to any other member of the Group and such cash is not projected to be required by any member of the Group during the next three months “Free Cash” and paragraphs (i) and (ii) above will not apply to a prepayment made using the Free Cash, such other members of the Group shall apply the amount of Free Cash towards any applicable prepayment (or, as applicable, towards paying or distributing such Free Cash to the Borrower to enable it to make such prepayment) to the extent such prepayment is not made from the applicable Required Disposal Proceeds, Report Proceeds or Insurance Proceeds.

7.8.          Permanent Securities

(a)           For the purposes of this Clause 7.8:

“Permanent Securities Prepayment Event” means the issuance of any Permanent Securities on or prior to the Initial Maturity Date.

“Permanent Securities Proceeds” means the total cash consideration received by any member of the Group in respect of the issuance of the Permanent Securities, but net of:

(i)            any Tax incurred and required to be paid directly in connection with the Permanent Securities Prepayment Event, and

(ii)           attorneys’ fees, accountant’s fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees actually and reasonably incurred by any member of the Group in connection with such issuance or sale.

(b)           The Borrower shall prepay the Initial Loans in an amount equal to 100% of the Permanent Securities Proceeds within 5 Business Days of receipt thereof by any member of the Group.

7.9.          Application to Senior Facilities

Notwithstanding anything to the contrary in this Agreement, the Borrower is not obligated to apply any Required Flotation Proceeds, Required Disposal Proceeds, Insurance Proceeds, Required Excess Amount (as defined in Clause 7.11 (Bond Redemption Account)) or Report Proceeds to the prepayment of the Initial Loans to the extent that such Required Flotation Proceeds, Required Disposal Proceeds, Insurance Proceeds, Required Excess Amount or Report Proceeds are required to be and are applied pursuant to the Senior Facilities in satisfaction of obligations under the Senior Facilities, or to the extent that such prepayment is prohibited under the Senior Facilities Agreement or the Intercreditor Agreement.  For the avoidance of doubt, this Clause 7.9 shall not apply to Permanent Securities Proceeds.

7.10.        Prepayment Account

(a)           Unless otherwise applied in prepayment of the Senior Facilities and/or the Bridge Facility or in payment of dividends or other profit distributions to any minority interests in the Target (or, if

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applicable, the Phase Two Entity), the Borrower shall ensure that all Non-Core Asset Disposal Proceeds, other than (i) the Excluded Non-Core Asset Proceeds and, if applicable, (ii) an amount equal to the amount paid into the Bond Redemption Account in respect of the Non-Core Asset Disposal Proceeds to the extent permitted by Clause 7.11 (Bond Redemption Account), (or an equal amount) that are Required Disposal Proceeds are paid directly into (or as soon as practicable after receipt are transferred into) the Prepayment Account.

(b)           Within five Business Days after the date (the “Receipt Date”) on which any such Non-Core Asset Disposal Proceeds have been received by any member of the Group (or have become Non-Core Asset Disposal Proceeds), the Borrower shall notify the Bridge Facility Agent of the Receipt Date, the amount in euro equal or equivalent to those proceeds and the proposed date of any prepayment of those Non-Core Asset Disposal Proceeds (the “Prepayment Date”) required pursuant to Clause 7.7(b) (which must be at least five Business Days after the date of that notice).

(c)           No amount may be withdrawn or transferred from the Prepayment Account except:

(i)            to make the prepayments required under Clause 11.13 (Application of prepayment) of the Senior Facilities Agreement or Clause 7.7(b);

(ii)           to make any payment of dividends or other profit distributions to any minority interests in the Target (or, if applicable, the Phase Two Entity) permitted under the terms of this Agreement; or

(iii)          with the prior consent of the Majority Lenders.

(d)           The Borrower irrevocably authorizes the Senior Facility Agent and the Bridge Facility Agent to withdraw amounts credited to the Prepayment Account at the end of the corresponding Interest Periods (if any) (under the Senior Facilities or Bridge Facility as applicable) apply such amounts against cancellations and prepayments which are due under the Senior Facilities Agreement and/or this Agreement.

(e)           Interest which has accrued on the Prepayment Account may be withdrawn by the Borrower in accordance with the mandate relating to the Prepayment Account.

7.11.        Bond Redemption Account

(a)           In this Clause 7.11

Relevant Percentage means:

25% x (1 (X/Y))

where:

“X” is the aggregate par value of all Target Bonds redeemed or otherwise acquired pursuant to a Tender; and

“Y” is the aggregate par value of all Target Bonds as at the Closing Date.

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(b)           The Borrower may elect to deposit up to the Relevant Percentage of any Disposal Proceeds in the Bond Redemption Account provided that:

(i)            in respect of Disposal Proceeds that are Non-Core Asset Disposal Proceeds the maximum amount that may be so deposited in the Bond Redemption Account is an amount equal to the Relevant Percentage of Non-Core Asset Disposal Proceeds having first deducted therefrom Excluded Non-Core Asset Proceeds to the extent that they have been or are to be paid to the Investors; and

(ii)           in respect of Disposal Proceeds that are Polkomtel Disposal Proceeds the maximum amount that may be so deposited in the Bond Redemption Account is an amount equal to the Relevant Percentage of an amount equal to 75 per cent. of Polkomtel Disposal Proceeds.

Prior to completion of the Tenders (if any) the Relevant Percentage shall be 25 per cent.

(c)           If any Disposal Proceeds are deposited in the Bond Redemption Account prior to completion of the Tenders are in excess of the amount that would have been able to be deposited in the Bond Redemption Account following completion of the Tenders, the Borrower may, within 60 days of the completion of the Tenders request that an amount equal to such excess be withdrawn from the Bond Redemption Account. Any such account shall be treated, for the purpose of this Clause 7.11 as if it had not been deposited in the Bond Redemption Account.

(d)           Subject to paragraph (e) below, the Borrower may deposit further amounts (in addition to any amount of Disposal Proceeds deposited pursuant to paragraph (a) above) in the Bond Redemption Account.

(e)           The Borrower shall only be permitted to deposit any amount in the Bond Redemption Account pursuant to paragraph (d) above up to the amount of the available Excess Cashflow of the Group for the Relevant Period (but, for the purposes of this calculation, adding back any amounts that would otherwise be deducted from Consolidated Cashflow as a result of such amounts having already been credited to the Bond Redemption Account, to the extent that such amounts have not been subsequently debited from the Bond Redemption Account).

(f)            If the aggregate amount standing to the credit of the Bond Redemption Account at any time exceeds the aggregate outstanding amount of the Target Bonds (including by reason of the fact that all Target Bonds have been redeemed) or the amount credited into the Bond Redemption Account in respect of any financial year in excess of the amount permitted to be so credited as a result of sub-paragraph (e) above or otherwise the Borrower shall promptly notify the Bridge Facility Agent (such excess amount being the “Excess Amount”).  The Excess Amount shall within 10 Business Days of such notification be withdrawn from the Bond Redemption Account and the Required Excess Amount shall be applied in prepayment of the Initial Loans.  The Borrower may use or apply the remainder of the Excess Amount at its discretion as otherwise permitted by this Agreement.

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“Required Excess Amount” means the aggregate of:

(i)            the proportion, up to a maximum of 100 per cent., of any Excess Amount which would, if applied in prepayment of the Senior Facilities, reduce the ratio of Consolidated Total Net Debt to Consolidated EBITDA to 4.5:1 (calculated as if such amount had been applied in prepayment of the Senior Facilities on the last day of the most recent complete Relevant Period); and

(ii)           the proportion, up to a maximum of 50 per cent., of any remaining Excess Amount (after application of any amount pursuant to paragraph (i) above) which would, if applied in prepayment of the Senior Facilities, reduce the ratio of Consolidated Total Net Debt to Consolidated EBITDA to 3.5:1 (calculated as if such proceeds had been applied in prepayment of the Senior Facilities on the last day of the most recent complete Relevant Period).

(g)           If the amount credited to the Bond Redemption Account in respect of any financial year is less than the amount permitted to be so credited under this Clause 7.13 the Borrower shall promptly notify the Bridge Facility Agent (such shortfall being the “Shortfall Amount”). The Borrower may, within 30 days of delivery of the Annual Financial Statements under this Agreement that identifies the relevant Shortfall Amount, and following such notification credit an amount to the Bond Redemption Account up to the relevant Shortfall Amount.

(h)           The Borrower may withdraw any amount standing to the credit of the Bond Redemption Account for the purpose of acquiring, repaying or redeeming any Target Bonds (provided that amounts withdrawn from the Bond Redemption Account may only be used to pay an amount equal to the par value (or less) of any Target Bonds) provided that, on the date of withdrawal, no Event of Default is continuing or would occur as a result thereof and the ratio of Consolidated Net Senior/Bond Debt as at the end of the most recently completed Relevant Period to Consolidated EBITDA for such period is equal to or lower than the relevant ratio set out below:

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Consolidated Net Senior/Bond Debt means, at any time, the aggregate principal amount outstanding under Facility A, Facility B, Facility C (as such terms are defined in the Senior Facilities Agreement) and the aggregate principal amount of the outstanding Target Bonds and 2006 Target Bonds less any Cash or Cash Equivalent Investments held by any member of the Group (including any amount standing to the credit of the Bond Redemption Account).

(i)            A Finance Party with which the Bond Redemption Account is held acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to that account and that the account holder shall, provided that the Acceleration Date is continuing, be entitled to receive such interest (which shall be paid to the order of the account holder) and (ii) such account is subject to the Transaction Security (as defined in the Senior Facilities Agreement).

7.12.        Restrictions

(a)           Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date

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or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b)           Any prepayment under this Agreement shall be made together with (i) accrued interest on the amount prepaid and (ii) Break Costs.

(c)           The Borrower may not reborrow any part of the Bridge Facility which is prepaid.

(d)           The Borrower shall not repay or prepay all or any part of the Initial Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e)           No amount of the aggregate Commitments cancelled under this Agreement may be subsequently reinstated.

(f)            If the Bridge Facility Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lenders, as appropriate.

7.13.        Prepayment elections

(a)           Any prepayment required to be made under Clause 7.7 (Disposal, Insurance, Report and Flotation Proceeds), Clause 7.11 (Bond Redemption Account) or Clause 19.3 (Equity cure right) on a day which is not the last day of an Interest Period relating to the Initial Loan to be prepaid may, if the Borrower gives the Bridge Facility Agent not less than three Business Days (or such shorter period as the Majority Lenders may agree) prior written notice, be applied in prepayment of that Initial Loan instead on the last day of the current Interest Period relating to that Initial Loan.

(b)           If the Borrower makes an election under paragraph (a) above then that Initial Loan will become due and payable in the required amount on the last day of that Interest Period.

(c)           The Bridge Facility Agent shall notify the Lenders as soon as possible of any prepayment of any Initial Loan to be made under Clause 7.3 (Voluntary prepayment), Clause 7.6 (Exit), Clause 7.7 (Disposal, Insurance, Report and Flotation Proceeds), Clause 7.8 (Permanent Securities) or Clause 7.11 (Bond Redemption Account).

(d)           If less than 100 per cent. of Target Shares have been acquired by Bidco at such time as any obligation to prepay any Disposal Proceeds has arisen under this Agreement, such obligation shall if a written request to that effect from the Borrower is received by the Bridge Facility Agent be temporarily suspended until the earliest of:

(i)            the date, if any, that Bidco acquires 100 per cent. of Target Shares or, if that is not a Business Day, the immediately following day that is Business Day;

(ii)           the Business Day immediately following the Phase One Debt Pushdown Date; or

(iii)          the day falling 120 days after the Closing Date or, if that is not a Business Day the immediately following day that is Business Day,

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whereupon such obligation to prepay shall cease to be suspended as aforesaid.

Any such Disposal Proceeds shall, notwithstanding the foregoing, be treated for all other purposes of the time at which re-investment time periods, start to run as if this paragraph (e) was not applicable.

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SECTION 5
COSTS OF UTILISATION

8.             INTEREST

8.1.          Calculation of interest

Subject to Clause 8.2(b) (Payment of Interest), the unpaid principal amount of each Initial Loan shall bear interest from the date of the borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum equal to the Margin plus IBOR plus Mandatory Costs (if any) for the Lenders incurring it and notifying the Bridge Facility Agent accordingly.

8.2.          Payment of interest

(a)           Accrued interest on each Initial Loan shall be payable (i) on the last day of each Interest Period applicable thereto (and, if any Interest Period shall be for a period of less than three months, on the next date that is three months after the previous Interest Payment Date) and on the Initial Maturity Date (and, if later, the Extension Date), (ii) on the date of any prepayment (on the amount prepaid), (iii) at maturity (whether by acceleration or otherwise), and (iv) after maturity, on demand (each such date referred to in clauses (i), (ii), (iii) and (iv) being an “Interest Payment Date”); provided that interest accrued pursuant to Clause 8.3 (Default interest) shall be payable on demand.

(b)           Notwithstanding the foregoing clauses but without giving effect to any increase in the interest rates pursuant to Clause 8.3 (Default interest), the interest rate borne by the Initial Loans shall not exceed 12.50% per annum.  To the extent the interest on any Initial Loan exceeds a rate of 11.50% per annum, the Borrower may elect (i) to pay such interest in excess of 11.50% in cash or (ii) to add such PIK Interest Amount to the principal amount of such Initial Loan.

(c)           The Borrower agrees, on the first anniversary of the Closing Date (or at such other times as the Bridge Facility Agent may reasonably request), to confirm in writing to the Bridge Facility Agent that it consents to the capitalization of interest accrued since the Closing Date or since the date of its last confirmation and payable in respect of the Initial Loans to the extent contemplated hereby.

8.3.          Default interest

(a)           If an Obligor fails to pay any amount payable by it under a Bridge Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is one per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted an Initial Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Bridge Facility Agent (acting reasonably).  Any interest accruing under this Clause 8.3 shall be immediately payable by the Obligor on demand by the Bridge Facility Agent.

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

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

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

8.4.          Notification of rates of interest

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

9.             CHANGES TO THE CALCULATION OF INTEREST

9.1.          Absence of quotations

Subject to Clause 9.2 (Market disruption), if IBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, IBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

9.2.          Market disruption

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

(i)            the Margin;

(ii)           the rate notified to the Bridge Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Initial Loan from whatever source it may reasonably select; and

(iii)          the Mandatory Cost, if any, applicable to that Lender’s participation in that Initial Loan.

(b)           In this Agreement “Market Disruption Event” means:

(i)            at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate not being available and none or only one of the Reference Banks supplying a rate to the Bridge Facility Agent to determine IBOR for the relevant currency and Interest Period; or

(ii)           before close of business in London on the Quotation Day for the relevant Interest Period, the Bridge Facility Agent receiving notifications from a Lender or Lenders (whose participations in an Initial Loan exceed 35 per cent. of that Initial Loan) that by reason of circumstances affecting the relevant interbank market generally the cost to it

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of obtaining matching deposits in the relevant interbank market would be in excess of IBOR.

9.3.          Alternative basis of interest or funding

(a)           If a Market Disruption Event occurs and the Bridge Facility Agent or the Borrower so requires, the Bridge Facility Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest in respect of any affected Initial Loan.

(b)           Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

9.4.          Break Costs

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

(b)           Each Lender shall, as soon as reasonably practicable after a demand by the Bridge Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

10.           FEES

10.1.        Fees

The Borrower shall pay the fees in the amount and at the times agreed in the Bridge Facility Fee Letter.

10.2.        Allocation and recharging of fees

Notwithstanding any other term of the Bridge Finance Documents, the Borrower may at its sole discretion allocate or recharge fees, costs and expenses paid or payable under any Bridge Finance Document to any member of the Group.

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SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS

11.           TAX GROSS-UP AND INDEMNITIES

11.1.        Tax definitions

In this Clause 11:

“Obligor’s Tax Jurisdiction” means the jurisdiction in which an Obligor is resident for Tax purposes.

“Exempt Lender” means, in relation to an Obligor, a Lender which is (otherwise than by reason of being a Treaty Lender) entitled to receive interest from that Obligor without a Tax Deduction imposed by the relevant Obligor’s Tax Jurisdiction.

“Protected Party” means a Finance Party which is or will be, for or on account of Tax, subject to any liability or required to make any payment in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Bridge Finance Document.

“Qualifying Lender” means a Lender which is:

(a)           a Treaty Lender; or

(b)           an Exempt Lender.

“Tax Credit” means a credit against, relief or remission for, or repayment of, any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Bridge Finance Document.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 11.2 (Tax gross-up) or a payment under Clause 11.3 (Tax indemnity).

“Treaty Lender” means, in relation to an Obligor, a Lender which:

(a)           is entitled under the provisions of an applicable double taxation agreement with the relevant Obligor’s Tax Jurisdiction to full exemption from Tax on interest imposed by that Obligor’s Tax Jurisdiction; and

(b)           does not carry on a business in that Obligor’s Tax Jurisdiction through a permanent establishment with which the payment of interest is effectively connected.

Unless a contrary indication appears, in this Clause 11 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

11.2.        Tax gross-up

(a)           Each Obligor shall make all payments to be made by it to any Finance Party under any Bridge Finance Document without any Tax Deduction, unless a Tax Deduction is required by law.

(b)           The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Bridge Facility

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Agent accordingly. Similarly, a Lender shall promptly notify the Bridge Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Bridge Facility Agent receives such notification from a Lender it shall notify the Borrower and that Obligor. Failure by any Finance Party to give such notice shall not affect the obligation of the Obligors under this Clause 11 (Tax gross-up and indemnities).

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

(d)           If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed (or prior to any material interest or penalty accruing in respect thereof) and in the minimum amount required by law.

(e)           Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Bridge Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(f)            Each Treaty Lender and Exempt Lender and each Obligor shall promptly co-operate in completing any procedural formalities (including submitting forms and documents required by the appropriate Tax authority) necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

(g)           An Obligor is not required to make an increased payment under paragraph (c) above, except as provided in paragraph (h) below:

(i)            to a Lender that is not, or has on the date on which payment falls due ceased to be, a Qualifying Lender in respect of that Obligor; or

(ii)           where the relevant Tax has been imposed as a result of the failure of the relevant Lender to comply with its obligations under paragraph (f) above.

(h)           Paragraph (g) above will not apply if the Lender:

(i)            is not or has ceased to be a Qualifying Lender in respect of that Obligor by reason 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 double taxation agreement or any published practice or concession of any relevant taxing authority;

(ii)           is not or has ceased to be a Qualifying Lender in respect of that Obligor by reason of any act or omission of that Obligor or any member of the Group; or

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(iii)          is not a Qualifying Lender in respect of an Additional Guarantor which is incorporated in a jurisdiction other than Denmark, Sweden, Germany or Norway.

(i)            a Guarantor will not be obliged to make an or any increased payment pursuant to this Clause 11 (Tax gross-up and Indemnities) with respect to a payment by it of a liability due for payment by the Borrower to the extent that, had the payment been made by the Borrower, Tax would have been imposed on such payment for which the Borrower would not have been obliged to make a payment or increased payment pursuant to this Clause 11 (Tax gross-up and Indemnities).

11.3.        Tax indemnity

(a)           The Borrower shall (within three Business Days of demand by the Bridge Facility Agent) pay (or procure payment) to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Bridge Finance Document.

(b)           Paragraph (a) above shall not apply:

(i)            with respect to any Tax assessed on a Finance Party:

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

(B)           under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

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

(ii)           to the extent a loss, liability or cost:

(A)          is compensated for by an increased payment under Clause 11.2 (Tax gross-up); or

(B)           would have been compensated for by an increased payment under Clause 11.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (g) or (i) of Clause 11.2 (Tax gross-up) applied.

(c)           A Protected Party making, or intending to make a claim pursuant to paragraph (a) above shall promptly notify the Bridge Facility Agent of the event which will give, or has given, rise to the claim, following which the Bridge Facility Agent shall notify the Borrower.

(d)           A Protected Party shall, on receiving a payment from an Obligor under this Clause 11.3, notify the Bridge Facility Agent.

11.4.        Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

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(a)           a Tax Credit is attributable to that Tax Payment; and

(b)           that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (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 Obligor.

11.5.        Stamp Taxes

The Borrower shall, within three Business Days of demand, pay and indemnify each Finance Party against any cost, loss or liability that such Finance Party incurs in relation to all stamp duty, notarial, registration and other similar Taxes or fees payable in respect of any Bridge Finance Document (other than any Transfer Certificate) or any judgment given in connection with them.

11.6.        Value Added Tax

(a)           All amounts set out, or consideration expressed to be payable, under a Bridge Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any VAT.  Subject to paragraph (c) below, if VAT is chargeable on any supply made by any Finance Party to any Party under or in connection with a Bridge Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT and such Finance Party shall promptly provide an appropriate VAT invoice to such Party.

(b)           If VAT is chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply.

(c)           Where a Bridge Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify that Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party determines that neither it nor any member of a group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority of the VAT.

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12.           INCREASED COSTS

12.1.        Increased Costs

(a)           Subject to Clause 12.3 (Exceptions) the Borrower shall, within three Business Days of a demand by the Bridge Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date it became a party to this Agreement or (ii) compliance with any law or regulation made after the date it became a party to this Agreement.

(b)           In this Agreement “Increased Costs” means:

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

(ii)           an additional or increased cost; or

(iii)          a reduction of any amount due and payable under any Bridge Finance Document,

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

12.2.        Increased Cost claims

(a)           A Finance Party intending to make a claim pursuant to Clause 12.1 (Increased Costs) shall as soon as reasonably practical notify the Bridge Facility Agent of the event giving rise to the claim and whether it intends to make a claim, following which the Bridge Facility Agent shall promptly notify the Borrower.

(b)           Each Finance Party shall, as soon as practicable after a demand by the Bridge Facility Agent, provide a certificate (giving reasonable details of the circumstances giving rise to such claim and of the calculation of the Increased Cost) confirming the amount of its Increased Costs.

12.3.        Exceptions

(a)           Clause 12.1 (Increased Costs) does not apply to the extent any Increased Cost is:

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

(ii)           compensated for by Clause 11.3 (Tax indemnity) (or would have been compensated for under Clause 11.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 11.3 (Tax indemnity) applied) or because of any failure to complete necessary procedural formalities under paragraph (f) of Clause 11.2 (Tax gross-up), which is attributable solely to a Lender);

(iii)          compensated for by the payment of the Mandatory Cost; or

(iv)          attributable to the breach by the relevant Finance Party or its Affiliates of:

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(A)          any law or regulation; or

(B)           the terms of any Bridge Finance Document.

(v)           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 (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

(b)           In this Clause 12.3 reference to a Tax Deduction has the same meaning given to the term in Clause 11.1 (Tax definitions).

13.           OTHER INDEMNITIES

13.1.        Currency indemnity

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

(i)            making or filing a claim or proof against that Obligor; or

(ii)           obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings against that Obligor,

then:

(A)         that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum; provided that

(B)          if the amount produced or payable as a result of the conversion is greater than the relevant Sum due, the relevant Finance Party will, unless the Acceleration Date has occurred and is continuing, refund any such excess amount to the relevant Obligor.

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

13.2.        Other indemnities

The Borrower shall (or shall procure that an Obligor will), within three Business Days of demand (which demand must be accompanied by reasonable calculations or details of the amount demanded),

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indemnify each Finance Party against any cost, loss or liability (but excluding any loss of Margin incurred) by that Finance Party as a result of:

(a)           the occurrence of any Event of Default;

(b)           a failure by an Obligor to pay any amount due under a Bridge Finance Document on its due date, including, without limitation, any cost, loss or liability arising as a result of Clause 26 (Sharing among the Finance Parties);

(c)           funding, or making arrangements to fund, its participation in an Initial Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(d)           an Initial Loan (or part of an Initial Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower or as required by this Agreement.

13.3.        Indemnity to the Bridge Facility Agent

The Borrower shall (or shall procure that an Obligor will) promptly upon, and in any event within five Business Days of, demand (which demand must be accompanied by reasonable calculations or details of the amount demanded) indemnify the Bridge Facility Agent against any reasonable third party cost, loss or liability incurred by the Bridge Facility Agent (acting reasonably) as a result of:

(a)           the Bridge Facility Agent or its representatives investigating any event or matter which the Bridge Facility Agent reasonably believes is a Default or might reasonably be expected to be a Default or an Event of Default, provided that if after doing so it is established that the event or matter is not a Default or an Event of Default, such cost, loss or liability of investigation shall be for the account of the Lenders; or

(b)           acting or relying on any notice, request or instruction from an Obligor, an Affiliate of an Obligor, an Investor, an Affiliate of an Investor or from the management of any member of the Group which it reasonably believes to be genuine, correct and appropriately authorised.

14.           MITIGATION BY THE LENDERS

14.1.        Mitigation

(a)           Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or being cancelled pursuant to, any of Clause 7.1 (Illegality of a Lender), Clause 11 (Tax gross-up and indemnities) or Clause 12 (Increased Costs) or paragraph 3 of Schedule 4 (Mandatory Cost formulae) including (but not limited to) transferring its rights and obligations under the Bridge Finance Documents to an Affiliate or Facility Office.

(b)           Paragraph (a) above does not in any way limit the obligations of any Obligor under the Bridge Finance Documents.

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14.2.        Limitation of liability

(a)           The Borrower shall (or shall procure that an Obligor will) within five Business Days of demand indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 14.1 (Mitigation).

(b)           A Finance Party is not obliged to take any steps under Clause 14.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it in any material respect.

15.           COSTS AND EXPENSES

15.1.        Transaction expenses

The Borrower shall promptly on demand pay (or shall procure that an Obligor will pay) the Bridge Facility Agent, the Security Agent and the Arrangers the amount of all reasonable third party costs and expenses (including legal fees, notarial costs and accounting fees) reasonably incurred by any of them in connection with the transactions contemplated by this Agreement and the negotiation, preparation, printing, execution and perfection of:

(a)           the Bridge Facility and this Agreement and any other related documents referred to in this Agreement and the Transaction Security;

(b)           any other Bridge Finance Documents executed after the date of this Agreement (save for Transfer Certificates);

(c)           the Extended Loan Credit Agreement and any other related documents referred to therein; and

(d)           the Exchange Documents,

subject in each case to any limits agreed between the Arrangers and the Borrower from time to time or otherwise set out in any Bridge Facility Fee Letter.

15.2.        Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 27.9 (Change of currency), the Borrower shall, within one Month of demand, reimburse (or procure reimbursement of) each of the Bridge Facility Agent and the Security Agent for the amount of all reasonable third party costs and expenses (including legal fees and notarial costs) reasonably incurred by the Bridge Facility Agent or the Security Agent in responding to, evaluating, negotiating or complying with that request or requirement.

15.3.        Enforcement and preservation costs

The Borrower shall, within five Business Days of demand, pay (or procure payment) to each Finance Party the amount of all costs and expenses (including legal fees and notarial costs) incurred by that Finance Party, Arranger or Delegate in connection with the enforcement of or the preservation of any rights, powers and remedies under any Bridge Finance Document and the Transaction Security.

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15.4.        Payment of fees and expenses

Without prejudice to Clause 10.2 (Allocation and recharging of fees), the agreed fees (including any costs, expenses or disbursements therein) from the Borrower on the Closing Date pursuant to Clause 10 (Fees) will be paid by a deduction from the proceeds of the first Initial Loan. The Bridge Facility Agent shall, if requested, provide reasonable details (including hours worked, rates and individuals involved) of any costs and expenses required to be paid by any member of the Group under the Bridge Finance Documents.

15.5.        Transfer costs and expenses

Notwithstanding any other term of the Bridge Finance Documents, if a Lender assigns or transfers any of its rights, benefits or obligations under the Bridge Finance Documents no member of the Group shall be required to pay any fees, costs, expenses or other amounts relating to or arising in connection with that assignment or transfer (including, without limitation, any Taxes and any amounts relating to the perfection or amendment of the Transaction Security).

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SECTION 7
GUARANTEE

16.           GUARANTEE AND INDEMNITY

16.1.        Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a)           guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s payment obligations under the Bridge Finance Documents;

(b)           undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Bridge Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal Obligor; and

(c)           indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it in this Agreement is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover,

subject to the provisions of the Intercreditor Agreement and any limitation referred to in Clause 16.12 (Limitations) or in any Accession Letter by which it became a Guarantor.

16.2.        Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Bridge Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

16.3.        Reinstatement

If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

(a)           the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

(b)           each Finance Party shall be entitled to recover the value or amount of that security or payment from the Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

16.4.        Waiver of defences

The obligations of each Guarantor under this Clause 16 will not be affected by any act, omission, matter or thing which, but for this Clause 16, would reduce, release or prejudice any of its obligations under this Clause 16 (without limitation and whether or not known to it or any Finance Party) including:

(a)           any time, waiver or consent granted to, or composition with, any Obligor or other person;

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

(c)           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 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;

(d)           any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e)           any amendment (however fundamental) or replacement of a Bridge Finance Document or any other document or security provided that an Obligor shall be a party thereto;

(f)            any unenforceability, illegality or invalidity of any obligation of any person under any Bridge Finance Document or any other document or security; or

(g)           any insolvency or similar proceedings.

16.5.        Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any Security Agent or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 16. This waiver applies irrespective of any law or any provision of a Bridge Finance Document to the contrary.

16.6.        Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Bridge Finance Documents have been irrevocably paid in full, each Finance Party (or any Security Agent or agent on its behalf) may:

(a)           refrain from applying or enforcing any other monies, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b)           hold in an interest-bearing suspense account any monies received from any Guarantor or on account of any Guarantor’s liability under this Clause 16.

16.7.        Deferral of Guarantor’s rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Bridge Finance Documents have been irrevocably paid in full and unless the Bridge Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Bridge Finance Documents:

(a)           to be indemnified by an Obligor;

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(b)           to claim any contribution from any other guarantor of any Obligor’s obligations under the Bridge Finance Documents; and/or

(c)           to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Bridge Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Bridge Finance Documents by any Finance Party.

16.8.        Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

16.9.        Release of Guarantors’ right of contribution

If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Bridge Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor, then on the date such Retiring Guarantor ceases to be a Guarantor:

(a)           that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Bridge Finance Documents; and

(b)           each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Bridge Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Bridge Finance Document or of any other security taken pursuant to, or in connection with, any Bridge Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

16.10.      Limitations on Guarantees by Swiss Obligors

(a)           If and to the extent that obligations of a Swiss Obligor under the Bridge Finance Documents are for the benefit of its Affiliates (other than its Subsidiaries) and that complying with such obligations would constitute a repayment of capital (Einlagerückgewähr) a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung), the following provisions shall apply.

(b)           The aggregate obligations of the Swiss Obligor under the Bridge Finance Documents, including, without limitation, under Clause 7.7 (Disposal, Insurance, Report and Flotation Proceeds), Clause 11.2 (Tax gross-ups), 13.2 (Other indemnities) and this Clause 16, shall be limited to the maximum amount of the Swiss Obligor’s profits and reserves available for distribution, in each case in accordance with, without limitation, articles 671(1) to (3) and 675(2) of the Swiss Code of Obligations, (the “Available Amount”) at the time the Swiss Obligor makes a payment under

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the Bridge Finance Documents (provided that this is a requirement under applicable law at that time).

(c)           Immediately after having been requested to make a payment under the Bridge Finance Documents, the Swiss Obligor shall:

(i)            provide the Bridge Facility Agent, within 30 Business Days, with (a) an interim balance sheet audited by the statutory auditors of the Swiss Obligor, (b) the determination by the statutory auditors of the Available Amount based on such interim audited balance sheet and (c) a confirmation from the statutory auditors of the Swiss Obligor that the Available Amount complies with the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves; and

(ii)           immediately after confirming the Available Amount in accordance with sub-paragraph (i) above, pay the Available Amount (less, if required, any Swiss Withholding Tax) to the Bridge Facility Agent.

(d)           If so required under applicable law (including double tax treaties) at the time it is required to make a payment under the Bridge Finance Documents, the Swiss Obligor:

(i)            may deduct the Swiss Withholding Tax at the rate of 35 per cent. (or such other rate as is in force at that time) from any payment under the Senior Finance Documents;

(ii)           may pay the Swiss Withholding Tax to the Swiss Federal tax administration; and

(iii)          shall notify and provide evidence to the Bridge Facility Agent that the Swiss Withholding Tax has been paid to the Swiss Federal tax administration.

(e)           The Swiss Obligor shall not be required to make a gross-up, indemnify or otherwise hold harmless the Finance Parties for the deduction of the Swiss Withholding Tax, notwithstanding anything to the contrary contained in the Bridge Finance Documents, provided that this should not in any way limit any obligations of the Borrower under the Bridge Finance Documents to indemnify the Finance Parties in respect of the deduction of the Swiss Withholding Tax, including, without limitation, in accordance with Clause 11.3 (Tax indemnity) of this Agreement. The Swiss Obligor shall use its best efforts to ensure that any person which is, as a result of a payment under the Bridge Finance Documents, entitled to a full or partial refund of the Swiss Withholding Tax, will, as soon as possible after the deduction of the Swiss Withholding Tax, (i) request a refund of the Swiss Withholding Tax under any applicable law (including double tax treaties) and (ii) pay to the Bridge Facility Agent upon receipt any amount so refunded.

(f)            The Swiss Obligor shall take and cause to be taken all and any other action, including the passing of any shareholders’ resolutions to approve any payment under the Bridge Finance Documents, which may be required as a matter of Swiss mandatory law in force at the time it is required to make a payment under the Bridge Finance Documents in order to allow a prompt payment under the Bridge Finance Documents.

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16.11.      Limitations on Guarantees by Danish Guarantors

(a)           Notwithstanding anything set out to the contrary in this Agreement, the obligations and liabilities of any Danish Obligor:

(i)            shall be limited if and to the extent required to comply with Danish statutory provisions on unlawful financial assistance, including, but not limited to, if such Danish Obligor is incorporated as a private limited company (in Danish anpartsselskab), Sections 49(1) and (2) and 50(1) and (2) of the Danish Public Companies Act or, if such Danish Obligor is incorporated as a public limited company (in Danish aktieselskab), Sections 115(1) and (2) and 115a(1) and (2) of the Danish Public Companies Act and shall, accordingly, inter alia, not be an obligation of a Danish Obligor in respect of:

(A)          any indebtedness or obligations (“Acquisition Debt”) incurred or undertaken in relation to the financing of any direct acquisition of shares in such Danish Obligor or in any parent company of such Danish Obligor incorporated under the laws of a member state of the European Union (EU) or the European Economic Area (EEA) (a “Qualifying Parent Company”); and

(B)           any indebtedness or obligations (including, without limitation, Acquisition Debt) of any parent company of such Danish Obligor which is not a Qualifying Parent Company; or

(ii)           if and to the extent that such obligations and/or liabilities shall guarantee or secure any indebtedness of another Obligor, shall be limited to an amount equivalent to the higher of:

(A)          the equity (egenkapital) of such Danish Obligor on the date of this Agreement calculated in accordance with applicable Danish generally applied accounting principles (including, if applied by that Danish Obligor, International Financial Reporting Standards); and

(B)           the equity (egenkapital) of such Danish Obligor at the time or times that payment is requested from it calculated in accordance with applicable Danish generally applied accounting principles (including, if applied by that Danish Obligor, International Financial Reporting Standards),

save that these limitations shall not apply to any obligations and liabilities of the Danish Obligor in respect of amounts relating to this Agreement borrowed or owed by the Danish Obligor or any of its Subsidiaries from time to time or put at the disposal of the Danish Obligor or any of its Subsidiaries from time to time by the Borrower or another member of the Group by way of a loan or otherwise.

(a)           Notwithstanding anything else to the contrary contained in this Agreement, no Danish Obligor shall be liable for any amount in its capacity as Guarantor or security provider greater than the highest amount for which it can under applicable law be liable without causing any of the

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directors or officers of that Danish Obligor to incur personal liability for breach of fiduciary duty or otherwise under applicable law.

16.12.      Limitations

The guarantee of any Additional Guarantor is subject to any limitations relating to that Additional Guarantor set out in any relevant Accession Letter.

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SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

17.           REPRESENTATIONS

The Borrower and (unless otherwise stated) each Obligor (in the case of any Obligor other than the Borrower, only in relation to itself and, to the extent expressed to be applicable to them, its Subsidiaries which are a Material Company and/or other Subsidiaries (if any)) makes the following representations and warranties to each Finance Party at the times specified in Clause 17.25 (Times on which representations are made).

17.1.        Status

(a)           It and each of its Subsidiaries which is a Material Company is either a stock corporation, a limited liability company or corporation or a limited partnership, duly incorporated, or established and validly existing under the law of its jurisdiction of incorporation or organisation.

(b)           It and each of its Subsidiaries which is a Material Company has the power to own its assets and carry on its business in all material respects as it is being conducted.

17.2.        Binding obligations

Subject to the Legal Reservations and, in the case of any Transaction Security Document and any High Yield Notes Security Document only, the Perfection Requirements, the obligations expressed to be assumed by each Obligor in each Transaction Document are legal, valid, binding and enforceable obligations.

17.3.        Non-conflict with other obligations

The entry into and performance by each Obligor of, and the transactions contemplated by, the Transaction Documents to which such Obligor is a party do not conflict with:

(a)           any law or regulation applicable to it where (other than as regards the Bridge Finance Documents) such conflict would have a Material Adverse Effect;

(b)           its or any of its Subsidiaries which is a Material Company constitutional documents in any material respect; or