DATED 29 JULY 2008 REVOLVING CREDIT FACILITY for VODAFONE GROUP PLC ALLEN & OVERY ALLEN & OVERY LLP LONDON

Exhibit 4.29

EXECUTION VERSION

3 YEAR FACILITY AGREEMENT

DATED 29 JULY 2008

U.S.$4,315,000,000

REVOLVING CREDIT FACILITY

for

VODAFONE GROUP PLC

▇▇▇▇▇ & ▇▇▇▇▇

▇▇▇▇▇ & ▇▇▇▇▇ LLP

LONDON

CONTENTS

Clause				Page
1.		Interpretation			1
2.		The Facilities			26
3.		Purpose			29
4.		Conditions Precedent			29
5.		Advances			30
6.		Repayment			31
7.		Prepayment and Cancellation			32
8.		Interest			34
9.		Payments			37
10.		Taxes			40
11.		Market Disruption			43
12.		Increased Costs			44
13.		Illegality and Mitigation			45
14.		▇▇▇▇▇▇▇▇▇			▇▇
▇▇.		Representations and Warranties			49
16.		Undertakings			52
17.		Financial Covenant			57
18.		Default			58
19.		The Agents and the Arrangers			62
20.		Fees			67
21.		Expenses			68
22.		Stamp Duties			68
23.		Indemnities			68
24.		Evidence and Calculations			70
25.		Amendments and Waivers			70
26.		Changes to the Parties			71
27.		Disclosure of Information			76
28.		Set-off			77
29.		Pro Rata Sharing			77
30.		Severability			78
31.		Counterparts			78
32.		Notices			79
33.		Language			80
34.		Jurisdiction			80
35.		Governing Law			81

Schedule				Page
1.		Lenders and Commitments			82
		Part 1 Lenders and Commitments			82
		Part 2 Swingline Lenders and Swingline Commitments			84
		Part 3 Mandated Lead Arrangers			85
		Part 4 ▇▇-▇▇▇▇▇▇▇▇▇			▇▇
▇.		Conditions Precedent Documents			87
		Part 1 To be Delivered before the First Advance			87
		Part 2 To be Delivered by an Additional Guarantor			88
		Part 3 To be Delivered by an Additional Borrower			90
3.		Mandatory Cost Formulae			91
4.		Form of Request			94
5.		Forms of Accession Documents			95
		Part 1 Novation Certificate			95
		Part 2 Guarantor Accession Agreement			97
		Part 3 Borrower Accession Agreement			98
		Part 4 Lender Accession Agreement			99
6.		Form of Confidentiality Undertaking from New Lender			100
7.		Form of Additional Lender’s Fee Letter			103
8.		Fixed Rate Bonds and Preference Shares			105
Signatories					106

THIS AGREEMENT is dated 29 July 2008 and made BETWEEN:

(1)		VODAFONE GROUP PLC (registered number 1833679) as borrower (“Vodafone”);
(2)		THE FINANCIAL INSTITUTIONS listed in Part 3 of Schedule 1 as Mandated Lead Arrangers;
(3)		THE FINANCIAL INSTITUTIONS listed in Part 4 of Schedule 1 as Co Arrangers;
(4)		THE FINANCIAL INSTITUTIONS listed in Part 1 of Schedule 1 as Original Lenders;
(5)		THE ROYAL BANK OF SCOTLAND PLC as agent (in this capacity the “Agent”); and
(6)		THE ROYAL BANK OF SCOTLAND PLC (NEW YORK BRANCH) as U.S. swingline agent (in this capacity the “U.S. Swingline Agent”).

IT IS AGREED as follows:

1.		INTERPRETATION
1.1		Definitions
		In this Agreement:
		“Acquisition”
		means the acquisition of any interest in the share capital (or equivalent) or in the business or undertaking of any company or other person (including, without limitation, any partnership or joint venture).
		“Additional Borrower”
		means any member of the Restricted Group which becomes an additional borrower pursuant to Clause 26.6 (Additional Borrowers) and which has not been released as a borrower in accordance with Clause 26.7 (Removal of Borrowers).
		“Additional Guarantor”
		means any member of the Group which at such time has become a Guarantor in accordance with Clause 26.5 (Additional Guarantors) and has not been released in accordance with Clause 14.9 (Removal of Guarantors).
		“Additional Lender”
		means a financial institution or other entity which becomes an additional lender pursuant to Clause 2.7 (Additional Lenders) or a transferee, successor or permitted assignee of such financial institution or other entity which is for the time being participating in the Facility.

		“Adjusted Group Operating Cash Flow”
		means, without double counting, in relation to any period, a sum equal to the Consolidated Group’s total operating profit or loss for continuing operations, acquisitions (as a component of continuing operations) and discontinued operations before taxation, interest and after:

	(a)		adding depreciation;
	(b)		adding amortisation;
	(c)		deducting the profit or adding any loss on exceptional items which are included in the foregoing;
	(d)		deducting any gain or adding any loss on disposal of tangible or intangible fixed assets;
	(e)		adjusting for movements in working capital (being movements in stock, creditors, provision, and debtors);
	(f)		adding dividends or proceeds of a similar nature received from any entity not in the Consolidated Group; and
	(g)		excluding exceptional items,

		and for the avoidance of doubt excluding (other than as set out in paragraph (f) above) the results of any entity not in the Consolidated Group.
		“Advance”
		means a Revolving Credit Advance or a Swingline Advance.
		“Affected Lender”
		has the meaning given to it in Clause 2.2(c) (Overall facility limits).
		“Affiliate”
		means, in relation to a person, a Subsidiary or a Holding Company of that person and any other Subsidiary of that Holding Company.
		“Agent’s Spot Rate of Exchange”
		means the spot rate of exchange as determined by the Agent for the purchase of the relevant Optional Currency in the London foreign exchange market with U.S. Dollars at or about 11.00 a.m. on a particular day.
		“Agreed Percentage”
		means in relation to a Lender and a Swingline Advance, the amount of its Revolving Credit Commitment expressed as a percentage of the Total Commitments.
		“All Quoting Credit Rating Agencies”
		has the meaning given to it in Clause 8.5(a).

		“Applicable GAAP”
		means the generally accepted accounting principles applied in the preparation of the consolidated accounts of Vodafone for the year ended 31 March 2005.
		“Arranger”
		means a financial institution or other entity listed in Part 3 or Part 4 of Schedule 1.
		“Asset Disposal”
		means any sale, transfer, grant, lease or other disposal of an asset (which for the avoidance of doubt does not include returns to shareholders) by any member of the Controlled Group to a person outside the Controlled Group made after the Signing Date.
		“Available Cash”
		means:

	(a)		cash in hand and cash in deposits repayable on demand with any Qualifying Financial Institution; and
	(b)		Liquid Resources,

		to the extent denominated in any freely convertible and transferable currencies, beneficially owned and unencumbered by any Security Interests other than Permitted Security Interests.
		“Availability Period”
		means the period from the Signing Date up to and including the date which is three years after the Signing Date or, if that day is not a Business Day, the preceding Business Day.
		“Back to Back Loan”
		means any Financial Indebtedness made available to a member of the Restricted Group to the extent that the economic exposure of the creditor in respect of that Financial Indebtedness (taking any related transactions together) is reduced by reason of that creditor:

	(a)		having recourse directly or indirectly to a deposit of cash or cash equivalent investments beneficially owned by any member of the Restricted Group placed, as part of a related transaction, with that creditor (or an Affiliate of that creditor) or a financial institution approved by that creditor; or
	(b)		having granted a funded sub-participation or similar arrangement to a member of the Restricted Group.

		“Borrower”
		means Vodafone or an Additional Borrower.
		“Borrower Accession Agreement”
		means an agreement substantially in the form of Part 3 of Schedule 5 or with such amendments as the Agent may approve (such approval not to be unreasonably withheld or delayed) or may reasonably require.

		“Business Day”
		means a day (other than a Saturday or Sunday) on which banks and the interbank and foreign exchange markets are open for general business in:

	(a)		London; and
	(b)		if a payment is required in U.S. Dollars, New York; or if a payment is required in euro, a TARGET Day.

		“Change of Control”
		has the meaning given to it in Clause 7.4 (Change of Control).
		“Combined Commitments”
		means the aggregate of the Total Commitments under this Agreement and the Total Commitments under and as defined in the 2012 Facility.
		“Combined Swingline Commitments”
		means the aggregate of the Swingline Total Commitments under this Agreement and the Swingline Total Commitments under and as defined in the 2012 Facility.
		“Commitment”
		means a Revolving Credit Commitment or a Swingline Commitment, in each case to the extent not transferred, cancelled or reduced under or in accordance with this Agreement.
		“Consolidated Group”
		means Vodafone (or, following a Hive Up, NewTopco), its IFRS Consolidated Subsidiaries and Joint Ventures.
		“Consolidated Subsidiaries”
		means those Subsidiaries of Vodafone (or, following the Hive Up, NewTopco) which would be required to be consolidated in the consolidated accounts of Vodafone (or, following the Hive Up, NewTopco) in accordance with Applicable GAAP.
		“Contractual Currency”
		has the meaning given to it in Clause 23.1(a) (Currency indemnity).
		“Controlled Group”
		means Vodafone (or, following a Hive Up, NewTopco) and its Controlled Subsidiaries.
		“Controlled Subsidiaries”
		means, those Subsidiaries of Vodafone (or, following a Hive Up, NewTopco) in which Vodafone or NewTopco, as the case may be, controls more than 50% of such Subsidiaries voting rights and has recourse to the cash flows of the Subsidiary. Until the first certificate is given by Vodafone to the Agent in accordance with Clause 16.2(a)(iii) (Financial information) (in respect of the financial year ended 31 March 2008), the Controlled

		Subsidiaries include, without limitation, the following operating Subsidiaries as at 1 June 2008: Arcor AG & Co.; Vodafone Romania S.A.; Vodafone Czech Republic a.s.; Vodafone Albania Sh.A; Vodafone D2 GmbH; Vodafone Egypt Telecommunications S.A.E; Vodafone España S.A.; Vodafone Essar Limited; Vodafone Hungary Mobile Telecommunications Ltd; Vodafone Ireland Limited; Vodafone Libertel B.V.; Vodafone Limited; Vodafone Malta Limited; Vodafone Network Pty Limited; Vodafone New Zealand Limited; Vodafone Omnitel N.V.; Vodafone-Panafon Hellenic Telecommunications Company S.A.; Vodafone Telekomunikasyon A.S. and Vodafone Portugal-Comunicações Pessoais S.A..
		“Controlled USA Group”
		means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with any U.S. Obligor, are treated as a single employer under Section 414(b) or (c) of the U.S. Code.
		“Core Jurisdictions”
		are member states of the European Union as at 1 January 2008 (being Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the UK), Japan, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Switzerland and any other states which become members of the European Union after 1 January 2008 provided that Vodafone has notified the Agent in writing of its agreement to their inclusion in this definition of Core Jurisdictions.
		“Credit Rating Agency”
		has the meaning given to it in Clause 8.5 (Margin).
		“Default”
		means (a) an Event of Default or (b) an event which, with the expiry of any grace period or giving of any notice specified in Clause 18.2 (Non-payment), 18.3 (Breach of other obligations), 18.5 (Cross default), 18.6 (Winding up), 18.8 (Enforcement proceedings) or 18.10 (Similar proceedings) would constitute an Event of Default.
		“Default Margin”
		has the meaning given to it in Clause 8.3 (Default interest).
		“Default Rate”
		has the meaning given to it in Clause 8.3 (Default interest).
		“Designated Term”
		has the meaning given to it in Clause 8.3(a)(ii) (Default interest).
		“Discharged Obligations”
		has the meaning given to it in Clause 26.4(c)(i) (Procedure for novations).
		“Discharged Rights”
		has the meaning given to it in Clause 26.4(c)(iii) (Procedure for novations).

		“Disruption Event”
		means either or both of:

	(a)		a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the payment transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or
	(b)		the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

	(i)		from performing its payment obligations under the Finance Documents; or
	(ii)		from communicating with other Parties in accordance with the terms of the Finance Documents,

		(and which (in either such case)) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
		“Drawdown Date”
		means the date for the making of an Advance.
		“ERISA”
		means the U.S. Employee Retirement Income Security Act of 1974, as amended (or any successor legislation thereto), and any rule or regulation issued thereunder from time to time in effect.
		“EURIBOR”
		means in relation to any Advance or unpaid sum in euro:

	(a)		the percentage rate per annum of the offered quotation for deposits in euro determined by the Banking Federation of the European Union for a period equal or comparable to the Required Period which appears on Reuters Page EURIBOR01 at or about 11.00 a.m. Brussels time on the applicable Rate Fixing Day; or
	(b)		if the rate cannot be determined under paragraph (a) above, the rate expressed as a percentage to be the arithmetic mean (rounded upwards, if necessary, to the nearest five decimal places) of the respective rates notified to the Agent by each of the Reference Banks (provided at least two Reference Banks are quoting) as the rate at which it is offered deposits in euro and for the Required Period by prime banks in the European interbank market at or about 11.00 a.m. Brussels time on the Rate Fixing Day for such period,

and for the purposes of this definition:

(i)

“Required Period” means the Term of such Advance for Revolving Credit Advances, or the period in respect of which EURIBOR falls to be determined in relation to any unpaid sum; and

(ii)

“Reuters Page EURIBOR01” means the display designated as Page EURIBOR01 on the Reuters Service (or such other pages as may replace Page EURIBOR01 on that service or such other service as may be nominated by the Banking Federation of the European Union as the information vendor for the purposes of displaying the Banking Federation of the European Union rates for deposits in euro).

		“Event of Default”
		means an event specified as such in Clause 18 (Default).
		“Existing Commitment”
		has the meaning given to it in Clause 16.8(a)(i) (Priority borrowing).
		“Existing Lender”
		has the meaning given to it in Clause 26.2(a) (Transfers by Lenders).
		“Existing Parties”
		has the meaning given to it in Clause 26.4(c)(i) (Procedure for novations).
		“Facility”
		means any of the facilities to draw Revolving Credit Advances, or Swingline Advances referred to in Clause 2.1 (Facilities).
		“Facility Office”
		means the office(s) notified by a Lender to the Agent:

	(a)		on or before the date it becomes a Lender; or
	(b)		by not less than five Business Days’ notice,

		as the office(s) through which it will perform all or any of its obligations under this Agreement.
		“Federal Funds Rate”
		means, on any day:

	(a)		the rate per annum determined by the U.S. Swingline Agent to be the Federal Funds Rate (as published by the Federal Reserve Bank of New York) at or about 1.00 p.m. (New York City time) on that day; or
	(b)		if such rate is not published at such time, the rate for such day will be the arithmetic mean as determined by the U.S. Swingline Agent of the rates for the last transaction in overnight Federal funds arranged prior to noon (New York City time) on that day by each of three leading brokers of Federal funds transactions in New York City selected by the U.S. Swingline Agent.

		“Fee Letters”
		means each letter:

	(a)		dated on or about the date of this Agreement between the Agent and Vodafone; and
	(b)		dated on or about the date of this Agreement between the Original Lenders as at the Signing Date and Vodafone; and
	(c)		(if applicable) entered into between an Additional Lender and Vodafone substantially in the form of Schedule 7,

		in each case setting out the amount of various fees referred to in Clause 20.2 (Agent’s fee) or 20.3 (Front-end fees).
		“Final Maturity Date”
		means the last day of the Availability Period.
		“Finance Document”
		means this Agreement, each Fee Letter, Novation Certificate, Borrower Accession Agreement and Guarantor Accession Agreement and any other document agreed in writing as such by the Agent and Vodafone.
		“Finance Party”
		means an Arranger, a Lender, the Agent or the U.S. Swingline Agent.
		“Financial Indebtedness”
		means any indebtedness in respect of:

	(a)		moneys borrowed or raised by way of loan or redeemable preference shares or in the form of any debenture, bond, note, loan stock, commercial paper or similar instrument;
	(b)		any acceptance credit, ▇▇▇▇-discounting, note purchase or documentary credit facility;
	(c)		any finance lease;
	(d)		any receivables purchase, factoring or discounting arrangement under which there is recourse in whole or in part to any member of the relevant group;
	(e)		any other transaction having the commercial effect of a borrowing; and
	(f)		any guarantees or other legally binding assurance against financial loss in respect of the indebtedness of any person arising under an obligation falling within (a) to (e) above (but, for the avoidance of doubt, excluding any guarantees in respect of indebtedness falling within (i) to (v) below),

but without double counting and excluding (i) preference shares which are not accounted for as indebtedness under IFRS GAAP, (ii) any convertible or exchangeable debt which must or, at the option of the issuer, may be converted or exchanged without condition (other than the availability of sufficient authorised share capital of the issuer), prior to or upon the date any

		amount of principal would otherwise fall due in respect of that debt, into equity share capital or preference shares, which in each case are not redeemable on or before the Final Maturity Date, (iii) deferred consideration in respect of the cost of Acquisitions, (iv) obligations of any member of the relevant group arising under any form of exchangeable, convertible, option or other similar instrument issued by that member of the relevant group in connection with a transaction the commercial effect of which is to effect the disposal by that member of the relevant group of shares or partnership or other ownership interests in any other person or entity (whether or not having a separate legal identity), provided that any such instrument may not, on or prior to the Final Maturity Date, be converted (whether by acceleration, maturity or otherwise) into cash or any other instrument constituting or evidencing Financial Indebtedness and (v) for the avoidance of doubt, derivatives primarily entered into to manage currency, credit or interest rate risks or to assist in purchasing or selling shares.
		“Fitch”
		means Fitch Investors Services Inc.
		“Group”
		means Vodafone and its Consolidated Subsidiaries or, following a Hive Up, NewTopco and its Consolidated Subsidiaries (and “Member of the Group” means any of them).
		“Guarantor”
		means each of:

	(a)		Vodafone; and
	(b)		each Additional Guarantor.

		“Guarantor Accession Agreement”
		means a deed substantially in the form of Part 2 of Schedule 5 or with such amendments as the Agent may approve (such approval not to be unreasonably withheld or delayed) or may reasonably require.
		“Hive Up”
		means a reorganisation by way of a scheme of arrangement (other than in an insolvency) or otherwise under which Vodafone becomes a Subsidiary of NewTopco, NewTopco controls (directly or indirectly) all of the voting rights in Vodafone (other than any voting rights in Vodafone in respect of the 50,000 7 per cent. fixed rate shares issued in 1999 or any other voting rights in Vodafone held by holders of a class of capital issued by Vodafone, where such voting rights relate only to any variation in the rights attaching to that class of capital issued by Vodafone) and NewTopco becomes the listed ultimate Holding Company of the Group.
		“Holding Company”
		means in relation to a person, an entity of which that person is a Subsidiary.
		“HMRC”
		Means HM Revenue & Customs.

		“IFRS Consolidated Subsidiaries”
		means those Subsidiaries of Vodafone (or, following a Hive Up, NewTopco) which would be required to be fully consolidated (which excludes proportionate consolidation) in the consolidated accounts of Vodafone (or, following a Hive Up, NewTopco) in accordance with IFRS GAAP.
		“IFRS GAAP”
		means the generally accepted accounting principles applied in the preparation of the IFRS consolidated audited accounts of Vodafone for the year ended 31 March 2008 or later audited accounts, if notified by Vodafone in writing to the Agent within three months (or such longer period as may be agreed by the Agent) of publication of such audited accounts.
		“Intermediate Holding Company”
		means in relation to Vodafone, an entity (other than NewTopco) which is a Subsidiary of NewTopco and of which Vodafone is a Subsidiary.
		“ITA 2007”
		means the Income Tax ▇▇▇, ▇▇▇▇.
		“Joint Venture”
		means an entity (which is not an IFRS Consolidated Subsidiary) in which any member of the Consolidated Group holds a long term interest and shares control under a contractual arrangement where each venturer has a veto over policy decisions and which is, or would be, accounted for on a proportionate basis under IFRS GAAP.
		“Lender”
		means each Original Lender and each Additional Lender (if any).
		“Lender Accession Agreement”
		means an agreement substantially in the same form of Part 4 of Schedule 5 or with such amendments as the Agent may approve or may reasonably require.
		“LIBOR”
		means in relation to any Advance or unpaid sum in Sterling or U.S. Dollars:

	(a)		the percentage rate per annum of the offered quotation for deposits in the currency of the relevant Advance or unpaid sum for a period equal or comparable to the Required Period which appears on Reuters Page LIBOR01 at or about 11.00 a.m. on the applicable Rate Fixing Day; or
	(b)		if the rate cannot be determined under paragraph (a) above, the rate expressed as a percentage determined by the Agent to be the arithmetic mean (rounded upwards, if necessary, to the nearest five decimal places) of the respective rates notified to the Agent by each of the Reference Banks quoting (provided that at least two Reference Banks are quoting) as the rate at which it is offered deposits in the required currency

and for the Required Period by prime banks in the London interbank market at or about 11.00 a.m. on the Rate Fixing Day for such period,

and for the purposes of this definition:

	(i)		“Required Period” means the Term of such Advance for Revolving Credit Advances or the period in respect of which LIBOR falls to be determined in relation to any unpaid sum; and
	(ii)		“Reuters Page LIBOR01” means the display designated as Page LIBOR01 on the Reuters Service (or such other pages as may replace page LIBOR01 on that service or such other service as may be nominated by the British Bankers’ Association as the information vendor for the purposes of displaying British Bankers’ Association Interest Settlement Rates for deposits in the currency concerned).

		“Liquid Resources”
		means a current asset investment held as a readily disposable store of value which can be disposed of without curtailing or disrupting the business of the disposer and which is either:

	(a)		readily convertible into a known amount of cash at or close to its carrying value; or
	(b)		traded in an active market.

		“Long Term Credit Rating Assigned to Vodafone”
		has the meaning given to it in Clause 8.5(d) (Margin).
		“Majority Lenders”
		means, at any time:

	(a)		Lenders whose Revolving Credit Commitments aggregate more than 60 per cent. of the Total Commitments; or
	(b)		if the Total Commitments have been reduced to zero, Lenders whose Revolving Credit Commitments aggregated more than 60 per cent. of the Total Commitments immediately before the reduction.

		“Mandatory Cost”
		means in relation to an Advance (other than a Swingline Advance), the percentage rate per annum calculated by the Agent in accordance with Schedule 3.
		“Margin”
		in relation to an Advance at any time, means the percentage rate per annum determined to be the Margin applicable to that Advance in accordance with Clause 8.5 (Margin).
		“Maturity Date”
		means the last day of the Term of:

(a)

a Revolving Credit Advance; or

(b)

a Swingline Advance.

		“Member of the Group”
		has the meaning given to it in the definition of Group.
		“Moody’s”
		means ▇▇▇▇▇’▇ Investors’ Service, Inc.
		“Multi-employer Plan”
		means a “multi-employer plan” as defined in Section 4001(a)(3) of ERISA to which any U.S. Obligor or any member of the Controlled USA Group has an obligation to contribute.
		“Net Debt”
		means at any time, Total Gross Borrowings less Available Cash, both at that time. Net Debt for any Ratio Period will be calculated as the aggregate of Net Debt outstanding on the last day of each month during the relevant Ratio Period (as shown in Vodafone’s, or following a Hive Up, NewTopco’s, consolidated management accounts prepared at the end of each month during the relevant Ratio Period) divided by the number of months during the relevant Ratio Period.
		“NewTopco”
		means a company used for the purposes of a Hive Up.
		“New Lender”
		has the meaning given to it in Clause 26.2(a) (Transfers by Lenders).
		“New York Business Day”
		means a day (other than a Saturday or Sunday) on which banks are open for business in New York.
		“Novation Certificate”
		has the meaning given to it in Clause 26.4(a)(i) (Procedure for novations).
		“Obligor” means each Borrower and each Guarantor.
		“Operating Cash Flow”
		means, without double counting, total operating profit or loss for continuing operations before taxation, interest and after (i) adding depreciation, (ii) adding amortisation, (iii) deducting the profit or adding the loss on exceptional items which are included in the foregoing, (iv) deducting any gain or adding any loss on disposal of tangible or intangible fixed assets, (v) adjusting for movements in working capital (being movements in stock, creditors, provisions and debtors) and (vi) excluding exceptional items.
		“Optional Currency”

		means, in relation to any Advance or proposed Advance, Sterling or euro.
		“Original Dollar Amount”
		means:

	(a)		the principal amount of an Advance denominated in U.S. Dollars; or
	(b)		the principal amount of an Advance denominated in any other currency, translated into U.S. Dollars on the basis of the Agent’s Spot Rate of Exchange on the date of receipt by the Agent of the Request for that Advance.

		“Original Lender”
		means a financial institution or other entity listed in Part 1 or Part 2 of Schedule 1 or a transferee, successor or permitted assignee of such financial institution or other entity which is for the time being participating in the Facility.
		“Overdue Amount”
		has the meaning given to it in Clause 8.3(a) (Default interest).
		“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.
		“PBGC”
		means the Pension Benefit Guaranty Corporation referred to and defined in ERISA, or any successor.
		“Permitted Security Interest”
		means:

	(a)		any Security Interest arising out of retention of title provisions or created or subsisting over documents of title, insurance policies (including any export credit agencies’ agreements) and sale contracts in relation to commercial goods in each case created or made in the ordinary course of business to secure the purchase price of such goods or loans to finance such purchase price; or
	(b)		any Security Interest over any assets acquired by a member of the Restricted Group after 1 May 2005 (and/or over the assets of any person that becomes a member of the Restricted Group after 1 May 2005) provided that:

(i)

any such Security Interest is in existence before such acquisition or before such person becomes a member of the Restricted Group and is not created in contemplation of such acquisition or such person becoming a member of the Restricted Group; and

(ii)

to the extent that the aggregate principal amount secured by such Security Interest upon such acquisition or such person becoming a member of the Restricted Group thereafter exceeds (measured in the same currency) the amount available to be drawn (assuming all drawdown conditions will be met) under the relevant commitment existing at the time of such acquisition or such person becoming a member of the Restricted Group, such Security Interest shall not fall within this paragraph (b);

			for the purposes of this paragraph (b) Restricted Group shall not include any companies which have become members of the Restricted Group due to the expansion of the definition of Core Jurisdiction to include any other states which become members of the European Union after 1 May 2005; or
	(c)		any Security Interest created for the purpose of securing obligations of Vodafone (or, following a Hive Up, NewTopco) or any member of the Restricted Group under any agreement (including, without limitation, any agreement under Section 106 of the Town and Country Planning ▇▇▇ ▇▇▇▇ or Section 111 of the Local Government Act 1972) entered into with a local or other public authority and related to the development or maintenance of property owned by Vodafone (or, following a Hive Up, NewTopco) or any member of the Restricted Group; or
	(d)		any Security Interest created on or subsisting over any asset held in Clearstream Banking, société anonyme or Euroclear Bank S.A./N.V. as operator of the Euroclear System, or any other securities depository or any clearing house pursuant to the standard terms and procedures of the relevant clearing house applicable in the normal course of trading; or
	(e)		any Security Interest which arises in connection with any cash management, set-off or netting arrangements made between banks or financial institutions and any member(s) of the Restricted Group in the ordinary course of business; or
	(f)		any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as pre-judgment security for costs or expenses where any member of the Restricted Group is prosecuting or defending such action in the bona fide interest of the Controlled Group; or
	(g)		any Security Interest created pursuant to any order of attachment, distraint, garnishee order, arrestment, adjudication or injunction or interdict restraining disposal of assets or similar legal process arising in connection with pre-judgment court proceedings; or
	(h)		any Security Interest which arises by operation of law in the ordinary course of trading and securing an amount not more than 45 days overdue or which is being contested in good faith on the basis of favourable legal advice; or
	(i)		any Security Interest over shares in entities which are not members of the Restricted Group which do not secure Financial Indebtedness of the Restricted Group (or over shares and/or other ownership interests in and/or loans to entities which are Project Finance Subsidiaries to secure Project Finance Indebtedness); or
	(j)		to the extent they constitute Security Interests (or to the extent that the relevant transaction includes the creation of any Security Interest over the assets which are the subject of the finance lease), finance leases in respect of existing or future assets; or

	(k)		any Security Interest comprising a right of set-off which arises by agreement between parties providing mutual rights of set-off or operation of law or by agreement having substantially the same effect; or
	(l)		any Security Interest for taxes, assessments or charges not yet due or that are being contested in good faith by appropriate proceedings and (unless the amount thereof is not material to the Consolidated Group’s financial condition) for which adequate reserves are being maintained (in accordance with generally accepted accounting principles); or
	(m)		deposits or pledges to secure obligations under workers’ compensation, social security or similar laws, or under unemployment insurance; or
	(n)		any Security Interest created with the prior written consent of the Majority Lenders; or
	(o)		any Security Interest over deposits of cash or cash equivalent investments securing (directly or indirectly) Financial Indebtedness under (i) finance or structured tax lease arrangements as described in paragraph (b) of Clause 16.8 (Priority borrowing) or (ii) Back to Back Loans; or
	(p)		any Security Interest securing Project Finance Indebtedness over the assets (or the income, cash flow or other proceeds deriving from the assets) which are the subject of that Project Finance Indebtedness; or
	(q)		any Security Interest (a “Substitute Security Interest”) which replaces any other Security Interest permitted under (a) to (p) above inclusive and which secures an amount not exceeding the principal amount secured by such permitted Security Interest (or, in the case of paragraph (b) above, the amount available to be drawn, assuming all drawdown conditions will be met) at the time it is replaced together with any interest accruing on such amounts from the date such Substitute Security Interest is created or arises and any related fees or expenses provided that the existing Security Interest to be replaced is released and all amounts secured thereby are paid or otherwise discharged in full at or prior to the time of such Substitute Security Interest being created or arising; or
	(r)		any Security Interest over the shares or other interests as described in paragraph (iv) of the last paragraph of the definition of Financial Indebtedness securing indebtedness of a kind referred to in that paragraph; or
	(s)		any Security Interest created (i) between Obligors (including by an Obligor to a member of the Restricted Group which concurrently becomes an Obligor) or (ii) by a member of the Restricted Group which is not an Obligor in favour of an Obligor or to another member of the Restricted Group; or
	(t)		any Security Interest over Available Cash created in the ordinary course of business to secure obligations, liabilities or performance criteria in relation to any mobile telecommunications licence where such Security Interest is required to be in compliance with the requirements of the relevant telecommunications regulator or an associated governmental or regulatory body; or
	(u)		any Security Interest over Available Cash created to defease (directly or indirectly) Financial Indebtedness in the form of debentures, bonds, notes, loan stock, or other similar instruments issued by a Controlled Subsidiary where (A) such Financial

			Indebtedness was either in existence at the Signing Date or (B) if the Subsidiary became a Controlled Subsidiary after the Signing Date such Financial Indebtedness existed at the time that the Controlled Subsidiary became a part of the Controlled Group and was not created in contemplation of that Controlled Subsidiary becoming part of the Controlled Group; or
	(v)		any other Security Interest (in addition to those listed in (a) to (u) above) where the aggregate principal amount secured by all such Security Interests does not exceed £1,500,000,000 or its equivalent.

		“Plan”
		means an “employee benefit plan” as defined in Section 3(3) of ERISA.
		“Prime Rate”
		means the prime commercial lending rate for U.S. Dollars from time to time announced by the U.S. Swingline Agent. Each change in the interest rate on a Swingline Advance which results from a change in the Prime Rate becomes effective on the day on which the change in the Prime Rate becomes effective.
		“Principal Subsidiary”
		means, from the date that each notice is given by Vodafone to the Agent pursuant to Clause 16.2(a)(iii) or, as the case may be, 16.2(a)(iv) the four Controlled Subsidiaries which are members of the Restricted Group whose revenues are primarily generated by operations licensed by telecommunications authorities in Core Jurisdictions (excluding for this purpose any Subsidiaries whose principal activity is to act as a Holding Company of other Subsidiaries) that had the largest, if positive or smallest if negative Operating Cash Flow in the previous financial year of Vodafone or, following the Reorganisation Date, NewTopco.
		Until the first notice is given by Vodafone to the Agent (in respect of the financial year ended 31 March 2008), the Principal Subsidiaries are Vodafone Limited, Vodafone D2 GmbH, Vodafone Omnitel N.V. and Vodafone España S.A. being Vodafone’s principal subsidiaries operating in UK, Germany, Italy and Spain, respectively.
		For the purposes of this definition, until such new notice is given by Vodafone to the Agent pursuant to Clause 16.2(a)(iii) or, as the case may be, 16.2(a)(iv), if any Principal Subsidiary sells, transfers, merges into or with or otherwise disposes of the majority of its undertakings or assets whether by a single transaction or a number of related transactions (unless such Principal Subsidiary is the surviving entity following such merger) (the “Seller”) to any member of the Restricted Group (the “Purchaser”), then from the date of the relevant sale, transfer, merger or disposal the Purchaser shall be deemed to become a Principal Subsidiary and the Seller shall no longer be deemed to be a Principal Subsidiary.
		On the date of each notice given by Vodafone (or as the case may be, NewTopco) to the Agent pursuant to Clause 16.2(a)(iii) or, as the case may be, 16.2(a)(iv), any Subsidiary which is identified as a Principal Subsidiary in the relevant notice, which was not identified as such in the immediately preceding notice, shall be deemed to immediately replace any Subsidiary which was a Principal Subsidiary immediately prior to the delivery of the notice and which is not named in such notice.

		“Project Finance Indebtedness”
		means any Financial Indebtedness which finances or otherwise relates to the acquisition, development, ownership and/or operation of an asset or combination of assets whether directly or indirectly, where the Financial Indebtedness is incurred pursuant to facilities available prior to the date the relevant entity becomes a member of the Controlled Group (and not created in contemplation of the acquisition):

	(a)		which is incurred by a Project Finance Subsidiary; or
	(b)		in respect of which the person or persons to whom such borrowing is or may be owed by the relevant debtor (whether or not a member of the Controlled Group) has or have no recourse whatsoever to any member of the Controlled Group (other than to a Project Finance Subsidiary) for any payment or repayment in respect thereof other than:

	(i)		recourse to such debtor for amounts limited to the cash flow or net cash flow (other than historic cash flow or historic net cash flow) from such asset or assets; and/or
	(ii)		recourse to such debtor for the purpose only of enabling amounts to be claimed in respect of such Financial Indebtedness in an enforcement of any Security Interest given by such debtor over such asset or assets or the income, cash flow or other proceeds deriving from the asset (or given by any shareholder or the like in the debtor over its shares and/or other ownership interest in and/or loans to the debtor) to secure such Financial Indebtedness or any recourse referred to in paragraph (iii) below, provided that:

	(A)		the extent of such recourse to such debtor is limited solely to the amount of any recoveries made on any such enforcement; and
	(B)		such person or persons are not entitled, by virtue of any right or claim arising out of or in connection with such Financial Indebtedness, to commence proceedings for the winding up or dissolution of the debtor or to appoint or procure the appointment of any receiver, trustee or similar person or officer in respect of the debtor or any of its assets (save only for the assets the subject of that Security Interest); and/or

(iii)

recourse:

(A)

to such debtor generally, or directly or indirectly to a member of the Controlled Group, under any form of assurance, undertaking or support which recourse is limited to a claim for damages (other than liquidated damages and damages required to be calculated in a specific way) for breach of an obligation (not being a payment obligation or any obligation to procure payment by another or an indemnity in respect thereof or any obligation to comply or procure compliance by another with any financial ratios or other tests of financial condition) by the person against whom such recourse is available; and/or

(B)

to shares and/or other ownership interest in and/or loans to and/or the assets of such debtor and/or any Project Finance Subsidiary owned by a member of the Controlled Group; or

(c)

which the Majority Lenders have agreed in writing to treat as Project Finance Indebtedness.

		“Project Finance Subsidiary”
		means any member of the Controlled Group:

	(a)		whose principal assets and business are constituted by the ownership, acquisition, development and/or operation of any asset or combination of assets whether directly or indirectly; and
	(b)		none of whose Financial Indebtedness in respect of the financing of the ownership, acquisition, development and/or operation of any such asset benefits from any recourse whatsoever (including, without limitation, any obligation to subscribe for equity or provide loans) to any member of the Controlled Group (other than such person or another Project Finance Subsidiary) in respect of any payment or repayment in respect thereof, except as expressly referred to in paragraph (b)(iii) of the definition of Project Finance Indebtedness; and
	(c)		which has been designated as such by Vodafone by written notice to the Agent.

		“Qualifying Financial Institution”
		means any bank or financial institution that as part of its business generally receives deposits or other repayable funds and grants credits for its own account.
		“Qualifying Lender”
		means a Lender which is beneficially entitled to interest payable to that Lender in respect of an Advance and is:

(a)

a Lender;

	(i)		which is a bank (as defined for the purpose of Section 879 of the ITA 2007) making an Advance under this Agreement; or
	(ii)		in respect of an Advance made under this Agreement by a person that was a bank (as defined for the purpose of Section 879 of the ITA 2007) at the time that that Advance was made,

and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that Advance at the time payments are made; or

(b)

a Treaty Lender.

		“Rate Fixing Day”
		means:

	(a)		the Drawdown Date for an Advance denominated in Sterling; or
	(b)		the second TARGET Day before the Drawdown Date for an Advance denominated in euro; or
	(c)		the second Business Day before the Drawdown Date for an Advance denominated in U.S. Dollars,

		or such other day as the Agent, after consultation with Vodafone and the Lenders, may designate as market practice in the relevant interbank market for leading banks to give quotations in the relevant currency for delivery on the relevant Drawdown Date.
		“Ratio Period”
		has the meaning given to it in Clause 17.2 (Calculation times and periods).
		“Recovering Finance Party”
		has the meaning given to it in Clause 29.1 (Redistribution).
		“Recovery”
		has the meaning given to it in Clause 29.1 (Redistribution).
		“Redistribution”
		has the meaning given to it in Clause 29.1(c) (Redistribution).
		“Reference Banks”
		means, subject to Clause 26.8 (Reference Banks), the principal London offices of BNP Paribas, Barclays Bank PLC, Citibank, N.A. and The Royal Bank of Scotland plc.
		“Reference Bond”
		has the meaning given to it in Clause 8.5(d) (Margin).
		“Relevant Tax”
		means any tax imposed or levied by or in (or by any political sub-division or taxing authority of any of the following):

	(a)		the UK;
	(b)		the United States; or
	(c)		any other jurisdiction in or through which any payment under the Finance Documents is made.

		“Reportable Event”
		means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section with respect to a Plan, excluding, however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided, however, that a failure to meet the minimum funding standard of Section 412 of the U.S. Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the U.S. Code.
		“Reorganisation Date”
		means the date NewTopco or any other Intermediate Holding Company acquires any shares or assets (other than the shares in Vodafone acquired pursuant to the Hive Up) in circumstances where the aggregate market value of the assets of Vodafone (as determined by Vodafone (acting reasonably)) immediately following the acquisition is an amount which represents 95 per cent. or less of the aggregate market value of the assets of NewTopco (as determined by Vodafone (acting reasonably)) at that time.
		“Request”
		means a request made by a Borrower to utilise a Facility, substantially in the form of Schedule 4 (or in such other form as may be agreed by the Agent and Vodafone).
		“Requested Amount”
		means the amount requested in a Request. “Reserve Asset Costs”
		means in relation to any Advance for any period:

	(a)		for any Lender lending from a Facility Office in the United Kingdom, the Mandatory Cost (to the extent notified by any Lender in accordance with Clause 8.1 (Interest rate for all Advances) as applicable to that Advance); or
	(b)		for any Lender lending from a Facility Office in a Participating Member State the cost, if any, notified by any Lender to the Agent as the cost (expressed as a percentage of that Lender’s participation made in all Advances made from that Facility Office) to it of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

		“Restricted Group”
		means Vodafone, NewTopco (following the Reorganisation Date) and any Controlled Subsidiary (other than a Project Finance Subsidiary) of Vodafone or, following the Reorganisation Date, NewTopco:

	(a)		whose principal operations or assets are located in a Core Jurisdiction; and/or
	(b)		whose revenues are primarily generated by operations licensed by telecommunications authorities in Core Jurisdictions,

		but excludes any Controlled Subsidiary whose principal business is satellite telecommunications or cable.
		“Revolving Credit Advance”
		means an advance (other than a Swingline Advance) made to a Borrower by the Revolving Credit Lenders under the Revolving Credit Facility.
		“Revolving Credit Commitment”
		means:

	(a)		in respect of an Original Lender, the amount in U.S. Dollars set opposite the name of that Lender in Part 1 of Schedule 1; and
	(b)		in respect of an Additional Lender, the amount in U.S. Dollars set out as a Revolving Credit Commitment in the relevant Lender Accession Agreement,
	in each case to the extent not transferred, cancelled or reduced under or in accordance with this Agreement.

		“Revolving Credit Facility”
		means the multicurrency revolving credit facility referred to in a Clause 2.1(a) (Facilities).
		“Revolving Credit Lender”
		means, subject to Clause 26.2 (Transfers by Lenders), a Lender listed in Part 1 of Schedule 1 in its capacity as a participant in the Revolving Credit Facility and/or an Additional Lender.
		“Rollover Advance”
		means any Advance (other than a Swingline Advance) made during the Availability Period which is drawn down to refinance in whole or in part any outstanding Advance (other than a Swingline Advance) where, after making and applying the proceeds of that Advance, the aggregate principal amount outstanding under the Revolving Credit Facility is not greater than the aggregate amount outstanding under that Facility immediately prior to that Advance being made.
		“S&P”
		means Standard & Poor’s Rating Services.
		“Security Interest”
		means any mortgage, charge, assignment by way of security, pledge, lien or other security interest securing any obligation of any person.
		“Signing Date”
		means the date of this Agreement.

		“Single Employer Plan”
		means a Plan which is maintained by any U.S. Obligor or any member of the Controlled USA Group for employees of Vodafone or any member of the Controlled USA Group.
		“Subsidiary”
		means:

	(a)		a subsidiary within the meaning of Section 736 of the Companies ▇▇▇ ▇▇▇▇ (as amended by Section 144 of the Companies Act 1989) as in force at the Signing Date; and
	(b)		unless the context otherwise requires, a subsidiary undertaking within the meaning of Section 258 of the Companies ▇▇▇ ▇▇▇▇ (as inserted by Section 21 of the Companies Act 1989) as in force at the Signing Date.

		“Substitute Security Interest”
		has the meaning given to it in the definition of Permitted Security Interest, sub clause (q). “Swingline Advance” means an advance made to a Borrower by the Swingline Lenders under the Swingline Facility.
		“Swingline Affiliate”
		means, in relation to a Lender, any Swingline Lender that is an Affiliate of that Lender and which is notified to the Agent and the U.S. Swingline Agent by that Lender in writing to be its Swingline Affiliate.
		“Swingline Commitment”
		means:

	(a)		in respect of a Swingline Lender which is an Original Lender, the amount in U.S. Dollars set opposite its name in Part 2 of Schedule 1; and
	(b)		in respect of a Swingline Lender which is an Additional Lender, the amount in US Dollars set out as a Swingline Commitment in the relevant Lender Accession Agreement,

		in each case to the extent not transferred, cancelled or reduced under or in accordance with this Agreement.
		“Swingline Facility”
		means the committed U.S. Dollar swingline facility referred to in Clause 2.1(b) (Facilities).
		“Swingline Lender”
		means, subject to Clause 26.2 (Transfers by Lenders), an Original Lender listed in Part 2 of Schedule 1 or an Additional Lender in respect of which a Swingline Commitment is specified in the relevant Lender Accession Agreement.

		“Swingline Rate”
		means, on any day, the higher of:

	(a)		the Prime Rate; and
	(b)		the aggregate of the Federal Funds Rate and 0.50 per cent. per annum,

		on that day.
		“Swingline Total Commitments”
		means the aggregate for the time being of the Swingline Commitments, being U.S.$2,200,000,000 at the date of this Agreement or as may be increased pursuant to paragraph (b) of Clause 2.7 (Additional Lenders) up to a maximum of U.S.$10,000,000,000.
		“TARGET Day”
		means a day on which the Trans European Automated Real Time Gross Settlement Express Transfer (TARGET) System is operating.
		“Tax Credit”
		has the meaning given to it in Clause 10.6 (Refund of Tax Credits).
		“Tax on Overall Net Income”
		in relation to a Finance Party, means any tax on the overall net income, profits or gains of that Finance Party or any of its Holding Companies (or the overall net income, profits or gains of a division or branch of that Finance Party or any of its Holding Companies).
		“Tax Payment”
		has the meaning given to it in Clause 10.6 (Refund of Tax Credits).
		“Taxes Act”
		means the Income and Corporation Taxes ▇▇▇ ▇▇▇▇.
		“Term”
		means the period selected by a Borrower in a Request for which the relevant Revolving Credit Advance or Swingline Advance is to be outstanding.
		“Total Commitments”
		means the aggregate for the time being of the Revolving Credit Commitments, being, at the date of this Agreement, U.S.$4,315,000,000 or as may be increased pursuant to paragraph (b) of Clause 2.7 (Additional Lenders) up to a maximum of U.S.$10,000,000,000 (including the Swingline Total Commitments but without double counting).

		“Total Gross Borrowings”
		means at any time, the aggregate outstanding principal amount of Financial Indebtedness of the Consolidated Group.
		“Treaty Lender”
		means a Lender which is (i) resident (as such term is defined in the appropriate double taxation treaty) in a country with which the United Kingdom has an appropriate double taxation treaty under which residents of that country are entitled to complete exemption from United Kingdom tax on interest and is entitled to apply under the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 to have interest paid to its Facility Office without withholding or deduction for or on account of United Kingdom taxation; and (ii) does not carry on business in the United Kingdom through a permanent establishment with which the investments under this Agreement in respect of which the interest is paid are effectively connected; and for this purpose “double taxation treaty” means any convention or agreement between the government of the United Kingdom and any other government for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and capital gains.
		“UK” or “United Kingdom”
		means the United Kingdom of Great Britain and Northern Ireland (but excluding, for the avoidance of doubt, the Channel Islands).
		“United States”
		means the United States of America.
		“U.S. Code”
		means the United States Internal Revenue Code of 1986 (as amended).
		“U.S. Obligor”
		means any Obligor which is incorporated in the United States or any State thereof (including the District of Columbia).
		“U.S. Tax Obligor”
		means any Obligor which makes a payment of interest, the receipt of which would be considered to be U.S. source income under Section 861 of the U.S. Code.
		“2009 Facility”
		means the US$5,525,000,000 multi currency revolving five year facility dated 24 June 2004 with a capacity of $6,125,000,000 as at 1 June 2008 and as amended and restated on 24 June 2005 and made between, amongst others, Vodafone Group Plc, the Arrangers and Lenders identified therein and The Royal Bank of Scotland plc as Agent and U.S. Swingline Agent and due June 2009.

		“2012 Facility”
		means the US$4,675,000,000 multi currency revolving seven year facility dated 24 June 2005 with a capacity of $5,200,000,000 as at 1 June 2008, as may be increased in accordance with its terms and conditions from time to time, and as may be amended and restated from time to time and made between, amongst others, Vodafone Group Plc, the Arrangers and Lenders identified therein and The Royal Bank of Scotland plc as Agent and U.S. Swingline Agent and due June 2012.

1.2		Construction
(a)		In this Agreement, unless the contrary intention appears, a reference to:

	(i)		“agreed form” means, in relation to any document, such document in a form previously agreed in writing by or on behalf of the Agent and Vodafone;
			“assets” of any person includes all or any part of that person’s business, operations, undertaking, property, assets, revenues (including any right to receive revenues) and uncalled capital;
			an “authorisation” includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration and notarisation;
			“Barclays Capital” means Barclays Capital, the investment banking division of Barclays Bank PLC;
			a “finance lease” has the meaning given to it in IAS 17 as in effect at 1 April 2005;
			“indebtedness” is a reference to any obligation for the payment or repayment of money, whether as principal or surety and whether present or future, actual or contingent;
			a “month” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that, if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that month;
			a “regulation” includes any regulation, rule, official directive, request or guideline (in each case, whether or not having the force of law, but if not having the force of law, is generally complied with by the persons to whom it is addressed) of any governmental or supranational body, agency, department or regulatory, self-regulatory authority or organisation; and
			a reference to the currency of a country is to the lawful currency of that country for the time being, “£” and “Sterling” is a reference to the lawful currency of the United Kingdom for the time being, “U.S.$” and “U.S. Dollars” is a reference to the lawful currency of the United States for the time being and “euro” and “€” is a reference to the lawful currency of those member states of the European Communities that adopt or have adopted the euro under the legislation of the European Community for Economic and Monetary Union;
	(ii)		a provision of a law is a reference to that provision as amended or re-enacted;
	(iii)		a Clause or a Schedule is a reference to a clause of or a schedule to this Agreement;

	(iv)		a person includes its successors, transferees and assigns;
	(v)		a Finance Document or another document is a reference to that Finance Document or that other document as novated or, with the approval of Vodafone, amended or supplemented; and
	(vi)		a time of day is a reference to London time.

(b)		Unless the contrary intention appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
(c)		The index to and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

(d)

(i)

Unless expressly provided to the contrary in a Finance Document, a person who is not a party to a Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇;

(ii)

Notwithstanding any term of any Finance Document, the consent of any third party is not required for any variation (including any release or compromise of any liability under) or termination of that Finance Document.

2.		THE FACILITIES
2.1		Facilities
		Subject to the terms of this Agreement, the Lenders grant to the Borrowers:

	(a)		a committed multicurrency revolving 3 year facility, under which the Lenders will, when requested by a Borrower, make cash advances in U.S. Dollars or Optional Currencies to that Borrower on a revolving basis during the Availability Period already defined; and
	(b)		a committed U.S. Dollar swingline advance facility (which is a sub-division of the Revolving Credit Facility) under which the Swingline Lenders will, when requested by a Borrower, make to that Borrower Swingline Advances during the Availability Period.

2.2		Overall facility limits
(a)		The Swingline Facility is not independent of the Revolving Credit Facility. The aggregate Original Dollar Amount of all outstanding Advances (including Swingline Advances) under:

	(i)		the Revolving Credit Facility, shall not at any time exceed the Total Commitments at that time; and
	(ii)		the Swingline Facility, shall not at any time exceed the Swingline Total Commitments at that time.

(b)

The aggregate Original Dollar Amount of:

(i)

the participations of a Lender in Revolving Credit Advances plus that Lender’s and, if applicable, that Lender’s Swingline Affiliate’s (if any), participations in outstanding

			Swingline Advances shall not at any time exceed that Lender’s Revolving Credit Commitment at that time; and
	(ii)		the participations of a Swingline Lender in Swingline Advances shall not at any time exceed that Swingline Lender’s Swingline Commitment at that time.

(c)

If, in respect of any Revolving Credit Advance, the operation of Clause 5.4 (Amount of each Lender’s participation in an Advance) would otherwise have caused a Lender (the “Affected Lender”) to breach sub-paragraph (b)(i) above then:

	(i)		each Affected Lender will participate in the relevant Revolving Credit Advance only to the extent that the Original Dollar Amount of its participation in that Revolving Credit Advance (when aggregated with the Original Dollar Amount of its and, if applicable, that Lender’s Swingline Affiliate’s (if any), participations in other outstanding Revolving Credit Advances and Swingline Advances) will not exceed its Revolving Credit Commitment; and
	(ii)		each other non-Affected Lender’s participation in that Revolving Credit Advance will be recalculated in accordance with Clause 5.4 (Amount of each Lender’s participation in an Advance), but, for the purpose of the recalculation, the Affected Lenders’ Revolving Credit Commitments will be deducted from the Total Commitments and the amount of the Affected Lenders’ participations in that Revolving Credit Advance (if any) will be deducted from the requested amount of the Revolving Credit Advance.

2.3		Number of Requests and Advances
(a)		Unless the Agent agrees otherwise, no more than one Request (other than Requests for Swingline Advances only) may be delivered on any one day but that Request may specify any number and type of Advances from the Revolving Credit Facility or the Swingline Facility or either of them.
(b)		Unless the Agent agrees otherwise, no more than 10 Advances (not including Swingline Advances) may be outstanding at any one time.
2.4		Nature of rights and obligations
(a)		The obligations of a Finance Party and each Obligor under the Finance Documents are several. Failure of a Finance Party or an Obligor to carry out those obligations does not relieve any other Party of its obligations under the Finance Documents. No Finance Party or Obligor is responsible for the obligations of any other Finance Party or Obligor under the Finance Documents save and to the extent that the relevant obligations are guaranteed by another Obligor.
(b)		The rights of a Finance Party under the Finance Documents are divided rights. A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights.
2.5		Vodafone as Obligors’ agent

Each Obligor:

(a)

irrevocably authorises and instructs Vodafone to give and receive as agent on its behalf all notices (including Requests) and sign all documents in connection with the

			Finance Documents on its behalf (including but not limited to amendments and variations and execution of any new Finance Documents) and take such other action as may be necessary or desirable under or in connection with the Finance Documents; and
	(b)		confirms that it will be bound by any action taken by Vodafone under or in connection with the Finance Documents.

2.6		Actions of Vodafone as Obligors’ agent
		The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by:

	(a)		any irregularity (or purported irregularity) in any act done by or any failure (or purported failure) by Vodafone; or
	(b)		Vodafone acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or
	(c)		the failure (or purported failure) by or inability (or purported inability) of Vodafone to inform any Obligor of receipt by it of any notification under this Agreement.

2.7		Additional Lenders
(a)		Any financial institution or other entity may, subject to the terms of this Agreement, become an Additional Lender. The relevant financial institution or other entity will become an Additional Lender on the date specified in a Lender Accession Agreement which has been delivered to the Agent duly completed and executed by that financial institution or other entity and countersigned by Vodafone on behalf of itself and each other Obligor.
(b)		Upon the relevant financial institution or other entity becoming an Additional Lender, the Total Commitments shall be increased (subject to the Total Commitments being a maximum of U.S.$10,000,000,000 and the Combined Commitments being a maximum of U.S.$20,000,000,000) by the amount set out in the relevant Lender Accession Agreement as that Additional Lender’s Revolving Credit Commitment. If such Additional Lender so provides in the relevant Lender Accession Agreement, the Swingline Total Commitments shall be increased (subject to the Combined Swingline Commitments being a maximum of U.S.$10,000,000,000) by the amount set out in the relevant Lender Accession Agreement as that Additional Lender’s Swingline Commitment.
(c)		Each Additional Lender will participate only in Advances with a Drawdown Date following the date on which it became an Additional Lender and only then if:

	(i)		it has become an Additional Lender in time to receive sufficient notice of the relevant Advance from the Agent pursuant to Clause 5.5 (Notification of the Lenders); and
	(ii)		immediately before such an Advance is to be made either (A) no Advances are or will be outstanding or (B) all outstanding Advances at that time are or will be immediately repaid or prepaid in full in accordance with the terms of this Agreement.

(d)

On and from the Drawdown Date on which the Additional Lender makes an Advance under paragraph (c) above, the Additional Lender shall participate in each new Revolving Credit Advance or, as the case may be, Swingline Advance in accordance with Clause 5.4 (Amount of each Lender’s participation in an Advance).

(e)

The execution by Vodafone of a Lender Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 (Guarantee) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Additional Lender’s Revolving Credit Commitment (including such Additional Lender’s Swingline Commitment but without double counting) and shall be owed to each Finance Party including the relevant Additional Lender.

3.		PURPOSE
3.1		Purpose
		Each Advance will be applied in or towards providing support for the Group’s continuing commercial paper programmes and for general corporate purposes of the Group including, but not limited to, Acquisitions (provided that a Swingline Advance may not be applied in or towards refinancing another Swingline Advance).
3.2		No monitoring
		Without affecting the obligations of any Borrower in any way, no Finance Party is bound to monitor or verify the application of the proceeds of any Advance.
4.		CONDITIONS PRECEDENT
4.1		Initial conditions precedent
		The obligations of each Finance Party to any Borrower under this Agreement are subject to the conditions precedent that:

	(a)		the Agent has notified Vodafone and the Lenders that it has received all of the documents set out in Part 1 of Schedule 2 in the agreed form or such other form and substance satisfactory to the Agent. The Agent will give such notice of receipt within two Business Days after receiving the relevant documents and finding them in form and substance satisfactory to it; and
	(b)		the Agent confirms on or prior to the Signing Date (i) the 2009 Facility has been cancelled and (ii) all amounts outstanding under such 2009 Facility have been repaid.

4.2		Conditions to all drawdowns and rollovers
		The obligations of each Lender to participate in any Advance (other than a Rollover Advance) are subject to the further conditions precedent that on the date of the Request for the Advance (if applicable) and on the date on which the relevant amount is to be drawn down:

	(a)		the representations and warranties in Clause 15 (Representations and Warranties) are correct and will be correct immediately after the relevant Advance or amount is drawn down in each case in all material respects; and
	(b)		no Default has occurred and is continuing or would result from drawdown of the relevant Advance or amount provided that for the period of 12 months commencing on the Signing Date, in relation to a drawdown of any Advance, an event (other than any event specified in Clauses 16.4 (Notification of Default), 16.9 (Disposals) or 16.10 (Restriction on Acquisitions)) which, with the expiry of any grace period or giving of any notice specified in Clause 18.3(b) (Breach of other obligations) would constitute an Event of Default under Clause 18.3(b) (Breach of other obligations),

shall not, for the purposes of this Clause 4.2(b) constitute a Default and further provided that, in the event of a Default which is not an Event of Default under Clause 18.2(b)(ii), the Lenders will not be obliged to participate in any Advance (other than a Rollover Advance) unless the Agent has received notice from Vodafone of the occurrence of a Disruption Event relating to that Default.

5.		ADVANCES
5.1		Receipt of Requests
(a)		A Borrower may borrow Advances under the Revolving Credit Facility (other than Swingline Advances) if the Agent receives, not later than 5.00 p.m. on the third Business Day before the proposed Drawdown Date, or, in the case of an Advance in Sterling, not later than 5.00 p.m. on the Business Day before the proposed Drawdown Date, a duly completed Request, copied, to the U.S. Swingline Agent.
(b)		A Borrower may borrow Swingline Advances if the U.S. Swingline Agent receives, not later than noon (New York City time) on the proposed Drawdown Date, a duly completed Request, copied to the Agent.
5.2		Completion of Requests for Revolving Credit Advances
		A Request for a Revolving Credit Advance will not be regarded as having been duly completed unless:

	(a)		the Drawdown Date is a Business Day falling during the Availability Period;
	(b)		only one currency is specified for each separate Advance and the Requested Amount for each separate Advance is in a minimum amount:

	(i)		if in euro, of €25,000,000;
	(ii)		if in Sterling, of £20,000,000; or
	(iii)		if in U.S. Dollars, of U.S.$25,000,000,

or, in any such case:

	(A)		if less, is in an amount equal to the unutilised portion of the Total Commitments; or
	(B)		such other amount as Vodafone and the Agent may agree;

(c)

only one Term for each separate Advance is specified which:

	(i)		does not overrun the Final Maturity Date; and
	(ii)		is a period of 7 days, one month, two, three (or such comparable period as the Borrower may adopt to reflect international futures exchange settlement dates) or six months (or such other period as may be agreed by Vodafone and (if not more than six months) the Agent or (if more than six months) all of the Lenders); and

(d)

the payment instructions comply with Clause 9.1 (Place of payment).

5.3		Completion of Requests for Swingline Advances
		A Request for a Swingline Advance will not be regarded as having been duly completed unless:

	(a)		the Drawdown Date is a New York Business Day falling during the Availability Period;
	(b)		it is specified that the Swingline Advance is to be made in U.S. Dollars under the Swingline Facility;
	(c)		the Requested Amount is a minimum of U.S.$20,000,000 or such other amount as the U.S. Swingline Agent and Vodafone may agree;
	(d)		only one Term is specified, which:

	(i)		does not overrun the Final Maturity Date; and
	(ii)		is a period not exceeding five Business Days; and

(e)

the payment instructions comply with Clause 9.1 (Place of payment).

5.4		Amount of each Lender’s participation in an Advance
		The amount of a Lender’s participation in an Advance will be the proportion of the Requested Amount which:

	(a)		in the case of a Revolving Credit Advance, its Revolving Credit Commitment bears to the Total Commitments; and
	(b)		in the case of a Swingline Advance, its Swingline Commitment bears to the Swingline Total Commitments,

in each case on the date of receipt of the relevant Request, adjusted in the case of paragraph (a) (if necessary) to reflect the operation of Clause 2.2(c) (Overall facility limits).

5.5		Notification of the Lenders
		The Agent (or, in the case of Swingline Advances, the U.S. Swingline Agent) shall promptly notify each Lender (or, as the case may be, Swingline Lender) of the details of the requested Advance and the amount of its participation in such Advance.
5.6		Payment of proceeds
		Subject to the terms of this Agreement, each Lender (or, as the case may be, Swingline Lender) shall make its participation in an Advance available to the Agent (or, in the case of a participation in a Swingline Advance, the U.S. Swingline Agent) for the Borrower concerned for value on the relevant Drawdown Date.
6.		REPAYMENT
6.1		Repayment of Revolving Credit Advances
(a)		Each Borrower shall repay each Revolving Credit Advance made to it in full on its Maturity Date to the Agent for the Lenders, but since the Revolving Credit Facility is available on a

		revolving basis during the Availability Period amounts repaid may be reborrowed subject to the terms of this Agreement.
(b)		No Revolving Credit Advance may be outstanding after the Final Maturity Date.
6.2		Repayment of Swingline Advances
(a)		Each Borrower shall repay each Swingline Advance made to it in full on its Maturity Date to the U.S. Swingline Agent for the Swingline Lenders. No Swingline Advance may be outstanding after the Final Maturity Date.
(b)		Each Swingline Advance shall be repaid on its Maturity Date in accordance with paragraph (a) above. In the event and to the extent that a Swingline Advance is not so repaid, each Lender will, within four Business Days of a demand to that effect from the U.S. Swingline Agent, pay to the U.S. Swingline Agent on behalf of the Swingline Lenders (which shall be deemed to be a drawing of that Lender’s Commitment) an amount equal to its Agreed Percentage (without set-off, counterclaim, withholding or other deduction) of the principal amount outstanding of such Swingline Advance and accrued interest (including default interest) thereon to the date of actual payment by such Lender (provided that no Lender shall be obliged to exceed its Commitment as a result of any such payment). The relevant Borrower shall forthwith reimburse the Lenders (through the Agent) in full for each payment made by the Lenders under this paragraph (b). Each amount the relevant Borrower is required to reimburse to the Lenders under this paragraph (b) shall be deemed to be an Overdue Amount which fell due for payment by the relevant Borrower on the day on which the payment by the Lenders giving rise to the reimbursement obligation was made and shall accrue default interest under Clause 8.3 (Default interest) accordingly. The obligations of each Lender under this paragraph (b) are unconditional and shall not be affected by the occurrence or continuance of a Default.
7.		PREPAYMENT AND CANCELLATION
7.1		Automatic cancellation of Total Commitments
(a)		The Revolving Credit Commitments of each Lender shall be automatically cancelled at the close of business in London on the Final Maturity Date.
(b)		The Swingline Commitment of each Swingline Lender shall be automatically cancelled at the close of business in New York on the Final Maturity Date.
7.2		Voluntary cancellation
(a)		Vodafone may by giving not less than one Business Day’s prior written notice to the Agent, cancel the unutilised portion of the Total Commitments in whole or in part (but, if in part, in an aggregate minimum amount of U.S.$100,000,000) in such proportions as Vodafone may designate in the notice of cancellation. Any cancellation in part shall be applied against the Revolving Credit Commitment of each Lender pro rata.
(b)		Whenever part of the Total Commitments is cancelled, the Swingline Commitments will not be cancelled unless (i) the amount of the Swingline Total Commitments would exceed the Total Commitments after such cancellation or (ii) the Swingline Commitment of any Swingline Lender would exceed its Commitment after such cancellation. In any such case, the Swingline Total Commitments shall, at the same time as the cancellation of the Total Commitments takes effect, be cancelled by such amount as is necessary to ensure that after the relevant cancellation of the Total Commitments the Swingline Total Commitments do not

		exceed the Total Commitments and the Swingline Commitment of each Swingline Lender does not exceed its Commitment.
7.3		Voluntary prepayment
(a)		Any Borrower may by giving not less than five Business Days’ prior written notice to the Agent, prepay the whole or any part of the Revolving Credit Advances (but, if in part, in an aggregate minimum Original Dollar Amount, taking all prepayments made by all the Borrowers on the same day together, of U.S.$100,000,000).
(b)		Any voluntary prepayment in part made under paragraph (a) above will be applied against all the Revolving Advances pro rata (or against such Revolving Credit Advances as Vodafone (or the relevant Borrower) may designate in the notice of prepayment).
7.4		Change of Control
		If control of Vodafone (other than as a result of a Hive Up) or, following a Hive Up, NewTopco, passes to any person acting either individually or in concert (a “Change of Control”):

	(a)		Vodafone shall, promptly upon becoming aware thereof, notify the Agent who shall inform the Lenders;
	(b)		any Lender may, if it determines that as a result of the Change of Control:

	(i)		the level of its exposure to Vodafone, NewTopco and/or the entity which acquires control of Vodafone or NewTopco, as the case may be is unacceptably high in each case in the sole opinion of the Lender; or
	(ii)		it no longer wishes (in its sole discretion and acting in good faith) to continue lending to Vodafone or NewTopco, as the case may be (whether for relationship, internal policy or any other reason);

			propose to Vodafone (through the Agent) the revised terms (if any) which it requires in order to continue to participate in the Facilities; and
	(c)		if those revised terms have not been agreed with that Lender (or that Lender is not prepared, for one or more of the reasons set out in paragraph (b)(i) or (ii) above, to continue on any terms) within 30 days of the date of notification in paragraph (a) above (or such longer period as that Lender may agree in writing) then on expiry of 30 days from the date of notification in paragraph (a) above that Lender may by notice to the Agent (which shall promptly inform Vodafone) cancel the whole (but not part only) of such Lender’s Commitments and following service of such notice:

	(i)		such Lender’s Commitments shall be cancelled on the date of service of the notice or as specified in it; and
	(ii)		all such Lender’s outstanding Advances shall be repaid or prepaid on the last day of the then current Term applicable thereto, and no amount may be outstanding to such Lender thereafter.

For the purposes of this Clause 7.4, “control” has the meaning given to it in relation to a body corporate by Section 840 of the Taxes Act.

7.5		Right of prepayment and cancellation
		If:

	(a)		any Borrower is required to pay or is notified by any Lender in writing that it will be required to pay any amount to a Lender under Clause 10 (Taxes) or Clause 12 (Increased Costs); or
	(b)		if circumstances exist such that a Borrower will be required to pay any amount to a Lender under Clause 10 (Taxes); or
	(c)		any Lender notifies the Agent pursuant to Clause 8.1(c) (Interest rate for all Advances) that they incur Reserve Asset Costs of the type referred to under paragraph (b) of the definition thereof,

Vodafone may, whilst (in the case of paragraphs (a) and (b) above) the circumstances giving rise or which will give rise to the requirement continue or, (in the case of paragraph (c) above) such Reserve Asset Costs are greater than zero, serve a notice of prepayment and cancellation on that Lender through the Agent. On the date falling five Business Days after the date of service of the notice:

	(i)		each Borrower will prepay the participations of that Lender in all outstanding Advances made to that Borrower; and
	(ii)		the Lender’s Commitments shall be permanently cancelled on the date of service of the notice.

7.6		Miscellaneous provisions
(a)		Any notice of prepayment and/or cancellation under this Agreement is irrevocable. The Agent shall notify the Lenders promptly of receipt of any such notice.
(b)		All prepayments under this Agreement shall be made together with accrued interest on the amount prepaid and any other amounts due under this Agreement in respect of that prepayment (including, but not limited to, any amounts payable under Clause 23.2(c) (Other indemnities) if not made on the Maturity Date of the relevant Revolving Credit Advance or Swingline Advance).
(c)		No prepayment or cancellation is permitted except in accordance with the express terms of this Agreement.
(d)		Subject to the provisions of this Agreement, any amount prepaid in respect of the Revolving Credit Facility during the Availability Period may be reborrowed. No amount of the Total Commitments, (including the Swingline Total Commitments) cancelled under this Agreement may subsequently be reinstated.
8.		INTEREST
8.1		Interest rate for all Advances
(a)		The rate of interest on each Advance (other than any Swingline Advance) for its Term, is the rate per annum determined by the Agent to be the aggregate of:

(i)

the applicable Margin;

	(ii)		LIBOR or, in the case of an Advance denominated in euro, EURIBOR; and
	(iii)		Reserve Asset Costs (if any).

(b)		The rate of interest on each Swingline Advance for each day during its Term is the rate per annum determined by the U.S. Swingline Agent to be the Swingline Rate for that day plus any applicable Reserve Asset Costs.
(c)		In this Agreement:

	(i)		Reserve Asset Costs for an Advance for any Term will be calculated only on that portion of that Advance owed to Lenders who have notified the Agent that they incur the relevant Reserve Asset Costs in relation to Advances (and, in the case of Mandatory Costs, supplied the information required under paragraph 6 and 7 of Schedule 3);
	(ii)		a Lender will only be entitled to Reserve Asset Costs if it has given a notification to the Agent as contemplated in sub paragraph (i) above; and
	(iii)		any amounts payable pursuant to paragraph (b) of the definition of Reserve Asset Costs shall be expressed as a percentage rate per annum for the relevant Term.

8.2		Due dates
		Except as otherwise provided in this Agreement, accrued interest on each Advance is payable by the relevant Borrower on its Maturity Date and also, in the case of any Advance with a Term longer than six months, at six monthly intervals after its Drawdown Date for so long as the Term is outstanding.
8.3		Default interest
(a)		If a Borrower fails to pay any amount payable by it under this Agreement when due (an “Overdue Amount”), it shall forthwith on demand by the Agent or, as the case may be, the U.S. Swingline Agent, pay interest on the Overdue Amount from the due date up to the date of actual payment, both before and after judgment, at a rate (the “Default Rate”) determined by the Agent or, as the case may be, the U.S. Swingline Agent to be one per cent. per annum (the “Default Margin”) above the higher of:

	(i)		the rate on the Overdue Amount under Clause 8.1 (Interest rate for all Advances) immediately before the due date (in the case of principal); and
	(ii)		the rate which would have been payable under Clause 8.1 (Interest rate for all Advances) if the Overdue Amount had, during the period of non-payment, constituted a Revolving Credit Advance in the currency of the Overdue Amount for such successive Terms of such duration as the Agent may determine (each a “Designated Term”),

		except that during any grace period specified in Clause 18.2 (Non-payment) the Default Margin portion of the Default Rate will only apply to overdue payments of principal.
(b)		The Default Rate will be determined on each Business Day or the first day of, or two Business Days before the first day of, the relevant Designated Term, as appropriate.

(c)		If the Agent or, as the case may be, the U.S. Swingline Agent, determines that deposits in the currency of the Overdue Amount are not at the relevant time being made available by the Reference Banks to leading banks in the relevant interbank market, the Default Rate will be determined by reference to the cost of funds to the Agent or, as the case may be, the U.S. Swingline Agent, from whatever sources it selects, acting reasonably at all times, after consultation with the Reference Banks.
(d)		Default interest will be compounded at the end of each Designated Term.
(e)		The Agent shall notify Vodafone of the duration of each Designated Term.
8.4		Notification of rates of interest
		The Agent or, as the case may be, the U.S. Swingline Agent will promptly notify each relevant Party of the determination of a rate of interest under this Agreement.
8.5		Margin
(a)		The Margin applicable to each Advance (other than any Swingline Advance) will be the lowest percentage rate specified in Column 2 below which corresponds to the criteria in relation to the Long Term Credit Rating Assigned to Vodafone in Column 1 below by ▇▇▇▇▇’▇, Fitch and/or S&P (as the case may be) (each a “Credit Rating Agency”) at the relevant time plus 0.10 per cent per annum for the part of any Advance(s) which causes total outstandings after such Advance(s) to exceed 50% of the Total Commitments.

Column 1		Column 2
▇▇▇▇▇’▇/Fitch/S&P ratings		Margin (per cent. per annum)
Any two are equal to or higher than: Aa3/AA- /AA-			0.30
Any two are equal to or higher than: A1/A+/A+			0.35
Any two are equal to or higher than: A2/A/A			0.40
Otherwise			0.45
All Quoting Credit Rating Agencies are lower than: A3/A-/A-			0.50

For the purposes of Clause 8.5(a) “All Quoting Credit Rating Agencies” means at any time each Credit Rating Agency which has a Long Term Credit Rating Assigned to Vodafone at the relevant time

(b)

For the purposes of paragraph (a) above:

	(i)		the Margin applicable to an Advance throughout the whole of its Term will be determined according to the Long Term Credit Rating Assigned to Vodafone as at the Drawdown Date of the Advance; and
	(ii)		if on the Drawdown Date of any Advance only one Credit Rating Agency assigns a long term credit rating to Vodafone, the Margin applicable to that Advance will be

determined in accordance with paragraph (i) by reference to such Long Term Credit Rating Assigned to Vodafone, or in the event that there is no Long Term Credit Rating Assigned to Vodafone the Margin applicable to that Advance will be 0.50 per cent. per annum.

		In the case of Clause 8.5(b)(ii) above, where the ratings category will be determined by one Credit Rating Agency only, the words “Any two are” and “All Quoting Credit Rating Agencies” in Column 1 of the table above shall be construed as a reference to the rating determined pursuant to Clause 8.5(b)(ii).
(c)		Promptly upon becoming aware of the same, Vodafone shall inform the Agent in writing if any change in the Long Term Credit Rating Assigned to Vodafone occurs or the circumstances contemplated by paragraph 8.5(b)(ii) above arise.
(d)		For the purpose of this Clause 8.5 the “Long Term Credit Rating Assigned to Vodafone” means, at any time, the solicited long term credit rating assigned at that time to Vodafone by the relevant Credit Rating Agency (but, for the avoidance of doubt, disregarding any outlook or review action, including placing Vodafone on creditwatch or any similar or analogous step, taken by such Credit Rating Agency) where the rating is based primarily on the unsecured credit risk (not credit enhanced or collateralised) of Vodafone in a manner comparable to the credit structure of Vodafone’s U.S.$1,000,000,000 bond issue due December 2013 (the “Reference Bond”), or if the Reference Bond ceases to be outstanding, such other outstanding series of listed bonds issued or guaranteed by Vodafone with a maturity date following and closest to December 2013. References in this paragraph (d) to Vodafone shall, following the Reorganisation Date, be references to NewTopco, provided that a long term credit rating has been assigned to NewTopco.
8.6		Non-Business Days
		If a Term would otherwise end on a day which is not a Business Day, that Term shall instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
9.		PAYMENTS
9.1		Place of payment
		All payments by an Obligor or a Lender under this Agreement shall be made to the Agent or (if the payment relates to the Swingline Facility) the U.S. Swingline Agent to its account at such office or bank in the principal financial centre of the country of the currency concerned (or, in the case of euro, in the principal financial centre of a Participating Member State or London) as it may notify to that Obligor or Lender for this purpose.
9.2		Funds
		Payments under this Agreement to the Agent or, as the case may be, the U.S. Swingline Agent shall be made for value on the due date at such times and in such funds as the Agent or, as the case may be, the U.S. Swingline Agent may specify to the Party concerned as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.

9.3		Distribution
(a)		Each payment received by the Agent or, as the case may be, the U.S. Swingline Agent under this Agreement for another Party shall, subject to paragraphs (b) and (c) below, be made available by the Agent or, as the case may be, the U.S. Swingline Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euro, in the principal financial centre of a Participating Member State or London) as it may notify to the Agent or, as the case may be, the U.S. Swingline Agent for this purpose by not less than five Business Days’ prior notice.
(b)		The Agent or, as the case may be, the U.S. Swingline Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied.
(c)		Where a sum is to be paid under this Agreement to the Agent or, as the case may be, the U.S. Swingline Agent for the account of another Party, the Agent or, as the case may be, the U.S. Swingline Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Agent or, as the case may be, the U.S. Swingline Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Agent or, as the case may be, the U.S. Swingline Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Agent or, as the case may be, the U.S. Swingline Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Agent or, as the case may be, the U.S. Swingline Agent to reflect its cost of funds.
9.4		Currency

(a)

(i)

A repayment or prepayment of an Advance is payable in the currency in which the Advance is denominated.

	(ii)		Interest is payable in the currency in which the relevant amount in respect of which it is payable is denominated.
	(iii)		Amounts payable in respect of costs, expenses, taxes and the like are payable in the currency in which they are incurred.
	(iv)		Any other amount payable under this Agreement is, except as otherwise provided in this Agreement, payable in U.S. Dollars.

(b)

Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)

any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (acting reasonably and after consultation with Vodafone); and

	(ii)		any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of the currency unit into the other, rounded up or down by the Agent (acting reasonably); and
	(iii)		if a change in any currency of a country occurs this Agreement will be amended to the extent the Agent and Vodafone agree (such agreement not to be unreasonably withheld) to be necessary to reflect the change in currency and to put the Lenders and the Obligors in the same position, as far as possible, that they would have been in if no change in currency had occurred.

9.5		Set-off and counterclaim
		All payments made by an Obligor under this Agreement shall be made without set-off or counterclaim.
9.6		Non-Business Days
(a)		If a payment under this Agreement is due on a day which is not a Business Day, the due date for that payment shall instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
(b)		During any extension of the due date for payment of any principal under this Agreement interest is payable on the principal at the rate payable on the original due date.
9.7		Partial payments
(a)		If the Agent or, as the case may be, the U.S. Swingline Agent receives a payment insufficient to discharge all the amounts then due and payable by an Obligor under this Agreement, the Agent or, as the case may be, the U.S. Swingline Agent shall apply that payment towards the obligations of the Obligors under this Agreement in the following order:

	(i)		first, in or towards payment pro rata of any unpaid costs, fees and expenses of the Agent and the U.S. Swingline Agent under this Agreement;
	(ii)		secondly, in or towards payment pro rata of any accrued fees due but unpaid under Clause 20 (Fees);
	(iii)		thirdly, in or towards payment pro rata of any interest due but unpaid under this Agreement;
	(iv)		fourthly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and
	(v)		fifthly, in or towards payment pro rata of any other sum due but unpaid under this Agreement.

(b)		The Agent or, as the case may be, the U.S. Swingline Agent, shall, if so directed by all the Lenders, vary the order set out in sub-paragraphs (a)(ii) to (v) above. The Agent or, as the case may be, the U.S. Swingline Agent, shall notify Vodafone of any such variation.
(c)		Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

10.		TAXES
10.1		Gross-up
		All payments by an Obligor to a Finance Party under the Finance Documents shall be made free and clear of and without deduction for or on account of any Relevant Taxes, except to the extent that the Obligor is required by law to make payment subject to any such taxes. Subject to Clause 10.4 (Qualifying Lenders) and Clause 10.5 (U.S. Taxes), if any Relevant Tax or amounts in respect of Relevant Tax are deducted or withheld from any amounts payable or paid by an Obligor, to a Finance Party under the Finance Documents, the Obligor shall pay such additional amounts as may be necessary to ensure that the relevant Finance Party receives a net amount equal to the full amount which it would have received had that Relevant Tax or those amounts in respect of Relevant Tax not been so deducted or withheld.
10.2		Indemnity
		Save to the extent that the relevant Finance Party is compensated by an increased payment under Clause 10.1 (Gross-up), but otherwise without prejudice to the provisions of Clause 10.1 (Gross-up), but subject to Clause 10.4 (Qualifying Lenders) and Clause 10.5 (U.S. Taxes), if a Finance Party or the Agent (or, as the case may be, the U.S. Swingline Agent) on behalf of that Finance Party is required to make any payment on account of any Relevant Tax on or in relation to any sum received or receivable hereunder by such Finance Party or the Agent (or, as the case may be, the U.S. Swingline Agent) on behalf of that Finance Party (including a sum received or receivable under this Clause 10) or any liability in respect of any such payment on account of any Relevant Tax is incurred by such Finance Party or the Agent (or, as the case may be, the U.S. Swingline Agent) on behalf of that Finance Party (in all cases other than any Tax on Overall Net Income), the relevant Obligor shall, within five Business Days of demand by the Agent (or, as the case may be, the U.S. Swingline Agent) indemnify such Finance Party against such payment or liability in respect of such payment, together with any interest, penalties, reasonable costs and reasonable expenses payable or incurred in connection therewith other than any such interest, penalties, costs or expenses arising as a result of a failure by a Finance Party to make payment of such tax when due.
10.3		Tax receipts
		All taxes required by law to be deducted or withheld by an Obligor from any amounts paid or payable under the Finance Documents shall be paid by the relevant Obligor when due and the Obligor shall, within 15 days of the payment being made, deliver to the Agent for the relevant Lender evidence satisfactory to that Lender acting reasonably (including any relevant tax receipts which have been received) that the payment has been duly remitted to the appropriate authority.
10.4		Qualifying Lenders
(a)		An Obligor is not required to pay to a Lender any amounts under Clause 10.1 (Gross-up) or Clause 10.2 (Indemnity) in respect of Relevant Tax imposed by the United Kingdom if, on the date on which the payment falls due, the relevant Lender is a Party but is not a Qualifying Lender (other than as a result of the introduction, suspension, withdrawal or cancellation of, or change in, or change in the official interpretation, administration or official application of, any law, regulation having the force of law, tax treaty or any published practice or published concession of any relevant taxing authority in any jurisdiction with which the relevant Lender has a connection, occurring after the Signing Date or, if later, the date on which that Lender becomes a Party).

(b)

A Treaty Lender shall:

	(i)		promptly and, in any event, within seven Business Days after it becomes a Lender, deliver to its local revenue authority for certification such UK HMRC forms (“Claim Forms”) as may be required for any Obligor making a payment to such Treaty Lender to obtain authorisation from the UK HMRC to make such payment without deduction for or on account of any taxes;
	(ii)		in circumstances where the procedure for Treaty relief contemplated in (i) above requires a local revenue authority to return a certified Claim Form to the Treaty Lender for submission by that Treaty Lender to the UK HMRC, (a) take all reasonable follow up action available to the Treaty Lender to facilitate the return in a timely manner to the Treaty Lender of such Claim Form, duly stamped or certified by the relevant revenue authority and (b) submit such Claim Form to the UK HMRC as soon as reasonably practicable (and in any event within seven Business Days) after receipt of that Claim Form from the local revenue authority; and
	(iii)		in all other circumstances relating to the Treaty relief procedure contemplated in (i) above, following the submission of Claim Forms by the Treaty Lender to the relevant local revenue authority, respond promptly to any further requests any Treaty Lender receives from the relevant local revenue authority and, on receipt of written request from Vodafone to do so, take all reasonable follow up action to facilitate the submission by the relevant local revenue authority of duly stamped or certified Claim Forms to the UK HMRC in a timely manner.

		If there is any change in the procedure by which certification is to be made or to be notified to the UK HMRC, the Treaty Lender’s obligations shall be modified in such manner as the Treaty Lender may reasonably determine so that such amended obligations shall, as far as possible, have the same or equivalent effect as the original obligations. No Obligor resident in the UK shall be liable to pay any sums to any Treaty Lender under Clause 10.1 (Gross-up) or Clause 10.2 (Indemnity) unless the Treaty Lender has complied with its obligations under this Clause 10.4(b).
(c)		Subject to (d) below, each Lender warrants to Vodafone, on each date upon which it makes an Advance and on the due date for each payment of interest to the Lender:

	(i)		that it is a Qualifying Lender; and
	(ii)		if it is a Treaty Lender, it has delivered (or will deliver within the time limits specified herein) the forms described in paragraph (b).

(d)		If a Lender or, as the case may be, the Facility Office of a Lender is aware that it is or will become unable to make the warranty set out in paragraph (c) of this Clause 10.4 it will promptly notify the Agent and Vodafone. Notwithstanding such notification to Vodafone, the Agent will promptly notify Vodafone and from the date of the first such notification received by Vodafone the warranty in paragraph (c) above will no longer be made by that Lender.
10.5		U.S. Taxes
(a)		A U.S. Tax Obligor shall not be required to pay any amount pursuant to Clause 10.1 (Gross-up) or any amount pursuant to Clause 10.2 (Indemnity) in respect of United States taxes (including, without limitation, federal, state, local or other income taxes), branch profits or franchise taxes with respect to a sum payable by it pursuant to this Agreement to a Lender if on the date a payment of interest falls due under this Agreement either:

	(i)		in the case of a Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the U.S. Code), such Lender is not entitled to receive interest payable under this Agreement free and clear of any U.S. taxes imposed by way of deduction or withholding at the source under applicable law as in effect on the date such Lender becomes a party to this Agreement or, if such Lender has designated a new Facility Office, the date of such designation; or
	(ii)		such Lender has failed to provide the relevant U.S. Tax Obligor with the appropriate form, certificate or other information with respect to such sum payable that it was required to provide pursuant to paragraphs (b) and (c) below; or
	(iii)		such Lender is subject to such tax by reason of any connection between the jurisdiction imposing such tax on the Lender or its Facility Office other than a connection arising solely from this Agreement or any transaction contemplated hereby.

(b)

At any time after a U.S. Tax Obligor becomes (and while there continues to be a U.S. Tax Obligor) a Party to this Agreement, if a Lender is not a United States person (as such term is defined in Section 7701(a)(30) of the U.S. Code) it shall submit, as soon as reasonably practicable after:

	(i)		the date on which the U.S. Tax Obligor becomes a Party to this Agreement (if requested by the relevant U.S. Tax Obligor);
	(ii)		the date on which the relevant Lender becomes a Party to this Agreement; or
	(iii)		the date on which the relevant Lender designates a new Facility Office,

		(but, in each case, no later than the due date for the next interest payment), in duplicate to each U.S. Tax Obligor duly completed and signed originals of either United States Internal Revenue Service Form W-8BEN or Form W-8ECI or applicable successor form relating to such Lender and evidencing such Lender’s complete exemption from withholding on all amounts (to which such withholding would otherwise apply) to be received by such Lender, including fees, pursuant to this Agreement in connection with any borrowing by a U.S. Tax Obligor. Thereafter such Lender shall submit to each U.S. Tax Obligor such additional duly completed and signed originals of one or the other such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxation authorities) or any additional information, in each case as may be required under then current United States law or regulations to claim the inapplicability of or exemption from United States withholding taxes on payments in respect of all amounts (to which such withholding would otherwise apply) to be received by such Lender, including fees, pursuant to this Agreement in connection with any borrowing by a U.S. Tax Obligor unless such Lender is unable to do so as a result of a change in, the introduction of, suspension, withdrawal or cancellation of, or change in the official interpretation, administration or official application of, the U.S. Code or any regulation promulgated thereunder or of a convention or agreement for the avoidance of double taxation and the prevention of fiscal evasion between the government of the United States of America and the jurisdiction in which the relevant Lender has a connection, occurring after the date the Lender becomes a Party to this Agreement or, if such Lender has designated a new Facility Office, the date of such designation.
(c)		At any time after a U.S. Tax Obligor becomes (and while there continues to be a U.S. Tax Obligor) a Party to this Agreement, if a Lender is a United States person (as such term is defined in Section 7701(a)(30) of the U.S. Code) it shall, as soon as practicable after:

	(i)		the date on which the U.S. Tax Obligor becomes a Party to this Agreement (if requested by the relevant U.S. Tax Obligor);
	(ii)		the date on which the relevant Lender becomes a Party to this Agreement; or
	(iii)		the date on which the relevant Lender designates a new Facility Office,

		(but, in each case, no later than the due date for the next interest payment), and thereafter, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form or forms to be delivered, submit in duplicate to each U.S. Tax Obligor a duly completed and signed United States Internal Revenue form W-9 evidencing that such Lender is such a United States person and shall submit any additional information that may be necessary to avoid United States withholding taxes on all payments, including fees, (to which such withholding would otherwise apply) to be received pursuant to this Agreement in connection with any borrowing by a U.S. Tax Obligor.
10.6		Refund of Tax Credits
		If any Obligor pays any amount to a Finance Party under this Clause 10 (a “Tax Payment”) and that Finance Party obtains a refund of a tax, or a credit against tax by reason of either the circumstances giving rise to the Obligor’s obligation to make the Tax Payment or that Tax Payment (a “Tax Credit”) then that Finance Party shall reimburse that Obligor such amount as can be determined to be the proportion of the Tax Credit as will leave that Finance Party (after that reimbursement) in no better or worse position than it would have been in if the Tax Payment had not been paid. Nothing in this Clause 10 shall interfere with the right of each Finance Party to arrange its affairs in whatever manner it thinks fit and no Finance Party is obliged to disclose any information regarding its tax affairs or computations to an Obligor which it reasonably considers confidential.
11.		MARKET DISRUPTION
11.1		Market disturbance
		Notwithstanding anything to the contrary herein contained, if and each time that prior to or on a Drawdown Date relative to an Advance (other than, in the case of paragraphs (a), (b)(ii) or (c) below, a Swingline Advance) to be made:

	(a)		only one or no Reference Bank supplies a rate for the purposes of determining LIBOR or EURIBOR (as the case may be) in accordance with paragraph (b) of the relevant definition; or
	(b)		the Agent is notified by Lenders whose participations in that Advance would represent 50 per cent. or more of that Advance that (i) deposits in the currency of that Advance may not in the ordinary course of business be available to them in the relevant interbank market for a period equal to the Term concerned in amounts sufficient to fund their participations in that Advance or (ii) LIBOR or EURIBOR (as the case may be) does not adequately represent their cost of funds; or
	(c)		the Agent (after consultation with the Reference Banks) shall have determined (which determination shall be conclusive and binding upon all Parties) that by reason of circumstances affecting the relevant interbank market generally, adequate and fair means do not exist for ascertaining the LIBOR or EURIBOR (as the case may be) applicable to such Advance during its Term,

the Agent shall promptly give written notice of such determination or notification to Vodafone and to each of the Lenders.

11.2

Alternative rates

If the Agent gives a notice under Clause 11.1 (Market disturbance):

	(a)		Vodafone and the Lenders whose participations in the relevant Advance would represent 50 per cent. or more of that Advance may (through the Agent) agree that (except in the case of a Rollover Advance) that Advance shall not be borrowed; or
	(b)		in the absence of such agreement by the Drawdown Date specified in the relevant Request (and in any event in the case of a Rollover Advance):

	(i)		the Term of the relevant Advance shall be one month;
	(ii)		the Advance shall be made in the currency requested or, in the case of Clause 11.1(b)(i) (Market disturbance), in U.S. Dollars (or, if the currency requested for the relevant Advance is U.S. Dollars, euro); and
	(iii)		during the Term of the relevant Advance the rate of interest applicable to such Advance shall be the Margin plus applicable Reserve Asset Costs plus the rate per annum notified by each Lender concerned to the Agent before the last day of such Term to be that which expresses as a percentage rate per annum the cost to such Lender of funding its participation in such Advance from whatever sources it may reasonably select.

12.		INCREASED COSTS
12.1		Increased costs
(a)		Subject to Clause 12.2 (Exceptions), Vodafone will forthwith on demand by a Finance Party pay that Finance Party the amount of any increased cost incurred by it or any of its Holding Companies as a result of any change in or introduction of any law or regulation (including any relating to reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or any other form of banking or monetary control).
(b)		Promptly following the service of any demand, Vodafone will pay to that Finance Party such amount as that Finance Party certifies in the demand (with sufficient details for the calculations to be verified) will in its reasonable opinion compensate it for the applicable increased cost and in relation to the period expressed to be covered by such demand.
(c)		When calculating an increased cost, a Finance Party will only apply the costs incurred in relation to the Facilities. Nothing contained in this Clause 12.1 shall oblige the Finance Party to disclose any information (other than information which is readily available in the public domain or which is not in the reasonable opinion of the Finance Party confidential) relating to the way in which it employs its capital or arranges its internal financial affairs.

(d)

In this Agreement “increased cost” means:

	(i)		an additional cost incurred by a Finance Party or any of its Holding Companies as a result of it performing, maintaining or funding its obligations under, this Agreement; or
	(ii)		that portion of an additional cost incurred by a Finance Party or any of its Holding Companies in making, funding or maintaining all or any advances comprised in a class of advances formed by or including its participations in the Advances made or to be made under this Agreement as is attributable to it making, funding or maintaining its participations; or
	(iii)		a reduction in any amount payable to a Finance Party or the effective return to a Finance Party under this Agreement or on its capital (or the capital of any of its Holding Companies); or
	(iv)		the amount of any payment made by a Finance Party, or the amount of interest or other return foregone by a Finance Party, calculated by reference to any amount received or receivable by a Finance Party from any other Party under this Agreement.

12.2		Exceptions
		Clause 12.1 (Increased costs) does not apply to any increased cost:

	(a)		compensated for by the payment of the Reserve Asset Costs; or
	(b)		attributable to any tax or amounts in respect of tax; or
	(c)		occurring as a result of any negligence or default of a Lender or its Holding Company including but not limited to a breach by that Lender or Holding Company of any fiscal, monetary or capital adequacy limit imposed on it by any law or regulation; or
	(d)		to the extent that the increased cost was incurred in respect of any day more than six months before the first date on which it was reasonably practicable to notify Vodafone thereof (except in the case of any retrospective change); or
	(e)		attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (“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).

13.		ILLEGALITY AND MITIGATION
13.1		Illegality
		If it becomes unlawful in any jurisdiction for a Lender to give effect to any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Advance, then the Lender may notify Vodafone through the Agent accordingly and thereupon, but only to the extent necessary to remove the illegality:

(a)

each Borrower shall, upon request from that Lender within the period allowed or if no period is allowed, forthwith, repay any participation of that Lender in the Advances

			made to it together with all other amounts payable by it to that Lender under this Agreement; and
	(b)		the Lender’s Commitments shall be cancelled immediately.

13.2		Mitigation
		Notwithstanding the provisions of Clauses 8.1 (Interest rate for all Advances), 10 (Taxes), 12 (Increased Costs) and 13.1 (Illegality), if in relation to a Finance Party circumstances arise which would result in:

	(a)		a payment pursuant to paragraph (b) of the definition of Reserve Asset Costs; or
	(b)		any deduction, withholding or payment of the nature referred to in Clause 10 (Taxes); or
	(c)		any increased cost of the nature referred to in Clause 12 (Increased Costs); or
	(d)		a notification pursuant to Clause 13.1 (Illegality),

		then without in any way limiting, reducing or otherwise qualifying the rights of such Finance Party or the Agent, such Finance Party shall promptly upon becoming aware of the same notify the Agent thereof (whereupon the Agent shall promptly notify Vodafone) and such Finance Party shall use reasonable endeavours to transfer its participation in the Facility and its rights hereunder and under the Finance Documents to another financial institution or Facility Office not affected by circumstances having the results set out in (a), (b), (c), or (d) above and shall otherwise take such reasonable steps as may be open to it to mitigate the effects of such circumstances provided that such Finance Party shall not be under any obligation to take any such action if, in its opinion, to do so would or would be likely to have a material adverse effect upon its business, operations or financial condition or would involve it in any unlawful activity or any activity that is contrary to its policies or any request, guidance or directive of any competent authority (whether or not having the force of law) or (unless indemnified to its satisfaction) would involve it in any significant expense or tax disadvantage.
14.		GUARANTEE
14.1		Guarantee
		Each Guarantor jointly and severally, irrevocably and unconditionally:

(a)

as principal obligor, guarantees to each Finance Party that if and whenever:

	(i)		an amount is due and payable by a Borrower under or in connection with any Finance Document; and
	(ii)		demand for payment of that amount has been made by the Agent on that Borrower,

			that Guarantor will forthwith on demand by the Agent pay that amount as if that Guarantor instead of that Borrower were expressed to be the principal obligor; and
	(b)		indemnifies each Finance Party on demand against any loss or liability suffered by it if any obligation guaranteed by any Guarantor is or becomes unenforceable, invalid

or illegal (the amount of that loss being the amount expressed to be payable by the relevant Borrower in respect of the relevant sum).

14.2		Continuing guarantee
		This guarantee is a continuing guarantee and will extend to the ultimate balance of all sums payable by the Borrowers under the Finance Documents, regardless of any intermediate payment or discharge in part.
14.3		Reinstatement
(a)		Where any discharge (whether in respect of the obligations of any Borrower or any security for those obligations or otherwise) is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation or otherwise without limitation, the liability of the Guarantors under this Clause 14 (Guarantee) shall continue as if the discharge or arrangement had not occurred (but only to the extent that such payment, security or other disposition is avoided or restored).
(b)		Each Finance Party may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.
14.4		Waiver of defences
		The obligations of each Guarantor under this Clause 14 will not be affected by any act, omission, matter or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause 14 or prejudice or diminish those obligations in whole or in part, including (whether or not known to it or any Finance Party):

	(a)		any time or waiver granted to, or composition with, any Borrower or other person;
	(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 powers, authority or legal personality of or dissolution or change in the members or status of a Borrower or any other person;
	(e)		any variation (however fundamental) or replacement of a Finance Document so that references to that Finance Document in this Clause 14 shall include each variation or replacement;
	(f)		any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, to the intent that the Guarantors’ obligations under this Clause 14 shall remain in full force and its guarantee be construed accordingly, as if there were no unenforceability, illegality or invalidity; and
	(g)		any postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Borrower under a Finance Document resulting from any insolvency, liquidation or dissolution proceedings or from any

law, regulation or order so that each such obligation shall, for the purposes of the Guarantors’ obligations under this Clause 14, be construed as if there were no such circumstance.

14.5		Immediate recourse
		Except as provided in Clause 14.1(a)(ii) (Guarantee), each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee 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 14.
14.6		Appropriations
		Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

	(a)		refrain from applying or enforcing any other moneys, 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 a suspense account (bearing interest at a commercial rate) any moneys received from any Guarantor or on account of that Guarantor’s liability under this Clause 14, with any interest earned being credited to that account.

14.7		Non-competition
		Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been paid in full, no Guarantor shall, after a claim has been made or by virtue of any payment or performance by it under this Clause 14:

	(a)		be subrogated to any rights, security or moneys held, received or receivable by any Finance Party (or any trustee or agent on its behalf) or be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of that Guarantor’s liability under this Clause 14; or
	(b)		claim, rank, prove or vote as a creditor of any Borrower or its estate in competition with any Finance Party (or any trustee or agent on its behalf); or
	(c)		receive, claim or have the benefit of any payment, distribution or security from or on account of any Borrower, or exercise any right of set-off as against any Borrower.

Each Guarantor shall hold in trust for and forthwith pay or transfer to the Agent for the Finance Parties any payment or distribution or benefit of security received by it contrary to this Clause 14.7.

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

14.9		Removal of Guarantors
(a)		Any Guarantor (other than, Vodafone (subject to Clause 14.9(b) below) and, following the Reorganisation Date, NewTopco and any Intermediate Holding Company (subject to Clause 14.9(c) below) of Vodafone) which is not a Borrower, may, at the request of Vodafone and if no Default is continuing, cease to be a Guarantor by entering into a supplemental agreement to this Agreement at the cost of Vodafone in such form as the Agent may reasonably require which shall discharge that Guarantor’s obligations as a Guarantor under this Agreement.
(b)		If on the Reorganisation Date, NewTopco or any Intermediate Holding Company have acceded as Guarantors in accordance with Clause 26.5 (Additional Guarantors) and no Default is continuing or would result from Vodafone’s resignation as a Guarantor, Vodafone may cease to be a Guarantor with effect from the Reorganisation Date by entering into a supplemental agreement to this Agreement at the cost of Vodafone or NewTopco in such form as the Agent may reasonably require which shall discharge Vodafone’s obligations as a Guarantor under this Agreement.
(c)		If NewTopco has acceded as a Guarantor in accordance with Clause 26.5 (Additional Guarantors) and no Default is continuing or would result from Intermediate Holding Company’s resignation as a Guarantor, Intermediate Holding Company may cease to be a Guarantor by entering into a supplemental agreement to this Agreement at the cost of Vodafone or NewTopco in such form as the Agent may reasonably require which shall discharge Intermediate Holding Company’s obligation as a Guarantor under this Agreement.
14.10		Limitation on guarantee of U.S. Guarantors
		Notwithstanding any other provision of this Clause 14, the obligations of each Guarantor incorporated in the United States (other than NewTopco and any Intermediate Holding Company, to the extent incorporated in the United States) (a “U.S. Guarantor”) under this Clause 14 shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Bankruptcy Code or any applicable provisions of comparable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such U.S. Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such U.S. Guarantor in respect of intercompany indebtedness to the Borrowers or Affiliates of the Borrowers to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such U.S. Guarantor hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such U.S. Guarantor pursuant to (a) applicable law or (b) any agreement providing for an equitable allocation among such U.S. Guarantor and other Affiliates of the Borrowers of obligations arising under guarantees by such parties.
15.		REPRESENTATIONS AND WARRANTIES
15.1		Representations and warranties
		Each Obligor makes the representations and warranties set out in this Clause 15 to each Finance Party (in respect of itself and where relevant its Controlled Subsidiaries only).

15.2		Status
		It is a duly incorporated and validly existing corporation under the laws of the jurisdiction of its incorporation.
15.3		Powers and authority
		It has the power to:

	(a)		enter into and comply with, all obligations expressed on its part under the Finance Documents;
	(b)		(in the case of a Borrower) to borrow under this Agreement; and
	(c)		(in the case of a Guarantor) to give the guarantee in Clause 14 (Guarantee),

		and has taken all necessary actions to authorise the execution, delivery and performance of the Finance Documents.
15.4		Non-violation
		The execution, delivery and performance of the Finance Documents will not violate:

	(a)		any provisions of any existing law or regulation or statute applicable to it; or
	(b)		to any material extent, any provisions of any mortgage, contract or other undertaking to which it or any of its Controlled Subsidiaries which is a member of the Restricted Group is a party or which is binding upon it or any of its Controlled Subsidiaries which is a member of the Restricted Group, the consequences of which would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their material obligations under the Finance Documents.

15.5		Borrowing limits
		Borrowings under this Agreement up to and including the maximum amount available under this Agreement, together with borrowings under the 2012 Facility up to and including the maximum amount available under the 2012 Facility, will not cause any limit (except to the extent the limit has been waived) on borrowings or, as the case may be, on the giving of guarantees (whether imposed in its Articles of Association or otherwise), or on the powers of its board of directors, applicable to it to be exceeded.
15.6		Authorisations
		All necessary consents or authorisations of any governmental authority or agency required by it in connection with the execution, validity, performance or enforceability of the Finance Documents have been obtained and are validly existing.
15.7		No default
		Neither it nor any of its Controlled Subsidiaries which is a member of the Restricted Group is in default under any law or agreement by which it is bound the consequences of which would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.

15.8		Accounts
		The audited consolidated financial statements of Vodafone (or, following a Hive Up, NewTopco) most recently delivered to the Agent (which, at the date of this Agreement are the audited consolidated accounts of Vodafone for the year ended 31 March 2008):

	(a)		give a true and fair view of the consolidated financial position of Vodafone (or, following a Hive Up, NewTopco) as at the date to which they were drawn up; and
	(b)		have been prepared in accordance with generally accepted accounting principles applied by Vodafone (or, following a Hive Up, NewTopco) at such time, consistently applied except for changes disclosed in such financial statements which are necessary to reflect a change in generally accepted accounting principles or the adoption of international finance reporting standards.

15.9		No Event of Default
		No Event of Default has occurred and is continuing in respect of it or any of its Subsidiaries which is a member of the Restricted Group.
15.10		Investment Company
		Each Borrower which is a U.S. Obligor either (i) is not an investment company as defined under United States Investment Company Act of 1940, as amended, or (ii) is exempt from the registration provisions of the Act pursuant to an exemption under that Act.
15.11		ERISA
(a)		Each member of the Controlled USA Group has fulfilled its obligations under the minimum funding standards of ERISA and the U.S. Code with respect to each Plan maintained by such member or any member of the Controlled USA Group where non-fulfilment of such obligations would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.
(b)		Each Obligor is in compliance with the applicable provisions of ERISA, the U.S. Code and any other applicable United States Federal or State law with respect to each Plan maintained by such Obligor where non-fulfilment of or non-compliance with such provisions would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.
(c)		No Reportable Event has occurred with respect to any Plan maintained by an Obligor or any member of the Controlled USA Group and no steps have been taken to reorganise or terminate any Single Employer Plan or by that Obligor to effect a complete or partial withdrawal from any Multi-employer Plan where non-compliance or such Reportable Event, reorganisation, termination or withdrawal would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.
(d)		No member of the Controlled USA Group has:

(i)

sought a waiver of the minimum funding standard under Section 412 of the U.S. Code in respect of any Plan; or

	(ii)		failed to make any contribution or payment to any Single Employer Plan or Multi-employer Plan, or made any amendment to any Plan, and no other event, transaction or condition has occurred which has resulted or would result in the imposition of a lien or the posting of a bond or other security under ERISA or the U.S. Code; or
	(iii)		incurred any material, actual liability under Title I or Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA,

		if such seeking, failure or incurrence would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.
15.12		Times for making representations and warranties
(a)		The representations and warranties set out in this Clause 15 (excluding Clause 15.10 (Investment Company) and Clause 15.11 (ERISA)):

	(i)		are made by Vodafone on the Signing Date and, in the case of an Obligor which becomes a Party after the Signing Date, will be deemed to be made by that Obligor on the date it executes a Borrower Accession Agreement or Guarantor Accession Agreement; and
	(ii)		are deemed to be made again by each Obligor on the date of each Request and on each Drawdown Date with reference to the facts and circumstances then existing.

(b)

The representation and warranties set out in Clause 15.10 (Investment Company) and 15.11 (ERISA):

	(i)		are made by Vodafone on the date on which the first U.S. Obligor executes a Borrower Accession Agreement or a Guarantor Accession Agreement as the case may be;
	(ii)		are deemed to be made by each Obligor which becomes a party after the Signing Date on the date it executes a Borrower Accession Agreement or Guarantor Accession Agreement, provided that there is a U.S. Obligor;
	(iii)		are deemed to be made again by each Obligor on the date of each Request and on each Drawdown Date with reference to the facts and circumstances then existing, provided that there is a U.S. Obligor.

16.		UNDERTAKINGS
16.1		Duration
		The undertakings in this Clause 16 will remain in force from the Signing Date for so long as any amount is or may be outstanding under this Agreement or any Commitment is in force.
16.2		Financial information
(a)		Vodafone shall supply to the Agent:

(i)

as soon as the same are publicly available (and in any event within 180 days of the end of each of its financial years):

	(A)		the audited consolidated financial statements of the Consolidated Group for that financial year; and
	(B)		(if published) each other Obligor’s audited statutory accounts for that financial year, consolidated if that Obligor has Subsidiaries and consolidated accounts are prepared and published;

	(ii)		as soon as the same are publicly available (and in any event within 90 days of the end of the first half-year of each of its financial years) the interim unaudited financial statements of the Consolidated Group for that half-year;
	(iii)		together with any accounts specified in paragraph (i)(A) or (ii) above and on the day on which such accounts are posted on Vodafone’s website in accordance with paragraph (iv) below, a certificate signed by Vodafone’s financial director (or following a Hive Up, NewTopco’s financial director), or in his absence any other director of Vodafone or NewTopco, as the case may be, establishing (in reasonable detail) compliance with Clauses 16.8 (Priority borrowing) and 17 (Financial Covenant) as at the date to which those accounts were drawn up and identifying the Principal Subsidiaries and the operating Subsidiaries which are Controlled Subsidiaries; and
	(iv)		if, after the date of the most recent certificate delivered pursuant to paragraph (iii) above and prior to the date that the next certificate is required to be delivered, a Principal Subsidiary ceases to be Principal Subsidiary as a result of (A) a sale or transfer to or a merger into or with an entity which is not a member of the Restricted Group or (B) the acquisition of a new Principal Subsidiary, a certificate signed by Vodafone’s financial director (or following a Hive Up, NewTopco’s financial director), or in his absence any other director of Vodafone or NewTopco, as the case may be, which identifies the Principal Subsidiary which has ceased to be a Principal Subsidiary and the new Principal Subsidiary.

(b)		Reports required to be delivered pursuant to clauses (i) and (ii) above for Vodafone shall be deemed to have been delivered on the date on which Vodafone posts such reports to its website on the Internet at the website address listed for Vodafone on the signature pages hereof or another relevant website to which the Agent and the Lenders have access and such posting shall be deemed to satisfy the reporting requirements of clauses (i) and (ii) above. The Borrower shall provide paper copies of the deliverables required by clauses (iii) and (iv) above to the Agent (in sufficient copies for all the Lenders if the Agent so requests).
16.3		Information — miscellaneous
		Vodafone shall supply to the Agent:

	(a)		all documents despatched by the ultimate Holding Company of the Controlled Group to its shareholders (or any class of them) or by Vodafone or such ultimate Holding Company to the creditors of the Controlled Group generally (or any class of them) at the same time as they are despatched; and
	(b)		as soon as reasonably practicable, such further publicly available information (including that required to comply with “know your customer” or similar identification procedures) in the possession or control of any member of the Controlled Group regarding the business, financial or corporate affairs of the Controlled Group, as the Agent may reasonably request,

		in sufficient copies for all the Lenders, if the Agent so requests.
16.4		Notification of Default
		Vodafone shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of it.
16.5		Authorisations
		Each Obligor shall promptly:

	(a)		obtain, maintain and comply in all material respects with the terms of; and
	(b)		if requested, supply certified copies to the Agent of,

any authorisation required under any law or regulation to enable it to perform its obligations under, or for the validity or enforceability of, any Finance Document.

16.6		Pari passu ranking
		Each Obligor will procure that its obligations under the Finance Documents do and will rank at least pari passu with all its other present and future unsecured and unsubordinated obligations (save for those obligations mandatorily preferred by applicable law).
16.7		Negative pledge
		No Obligor will, and each Obligor will procure that none of its Subsidiaries which is a member of the Restricted Group will, create or permit to subsist any Security Interest on or over any of its assets except for any Permitted Security Interest.
16.8		Priority borrowing
		Each Obligor will procure that none of its Subsidiaries (which is a member of the Restricted Group and which is not a Guarantor) will create, assume, incur, guarantee, permit to subsist or otherwise be liable in respect of any Financial Indebtedness owed to persons outside the Restricted Group except for:

(a)

Financial Indebtedness of any Subsidiary which became a member of the Restricted Group after 1 May 2005 (unless it became a member of the Restricted Group due to the expansion of the definition of Core Jurisdiction to include members of the European Union after 1 May 2005) provided that:

(i)

any such Financial Indebtedness is either (A) outstanding before that Subsidiary becomes a member of the Restricted Group and was not created in contemplation of that Subsidiary becoming a member of the Restricted Group and/or (B) drawn at any time under commitments in existence before that Subsidiary becomes a member of the Restricted Group (“Existing Commitment”) and that commitment was not created in contemplation of that Subsiiary becoming a member of the Restricted Group and/or (C) drawn at any time under commitments (“New Commitments”) which have refinanced Existing Commitments in whole or in part, to the extent that any such New Commitments do not exceed the Existing Commitments, and provided that to the extent that any New Commitment is to be guaranteed by an Obligor, the obligors under the New Commitments will have validly and

			legally acceded as Additional Guarantors in accordance with Clause 26.5(a) and (b) (Additional Guarantors) prior to any Obligor providing a guarantee of the New Commitments; and
	(ii)		to the extent that the aggregate principal amount of such Financial Indebtedness exceeds the amounts calculated under paragraph 16.8(a)(i) above upon that Subsidiary becoming a member of the Restricted Group (measured in the same currency), the excess amount of such Financial Indebtedness shall not fall within this paragraph (a); or

	(b)		Financial Indebtedness under finance or structured tax lease arrangements (including, but not limited to qualifying technological equipment leases) to the extent matched as part of those arrangements by deposits of cash or cash equivalent investments (including, but not limited to securities issued by G7 governments) or other securities rated at least A by S&P or A2 by ▇▇▇▇▇’▇ or A by Fitch which are treated by the creditor concerned as available to reduce its net exposure; or
	(c)		Financial Indebtedness which is created with the prior written consent of the Majority Lenders; or
	(d)		Financial Indebtedness to the extent matched by cash balances or cash equivalent investments (including, but not limited to securities issued by G7 governments) or other securities rated at least A by S&P or A2 by ▇▇▇▇▇’▇ or A by Fitch, held by members of the Restricted Group which are treated as available for netting by the creditors to whom that Financial Indebtedness is owed under cash management or netting arrangements in the ordinary course of business; or
	(e)		Financial Indebtedness under any finance lease or structured tax lease arrangements (including, but not limited to qualifying technological equipment leases) entered into in respect of assets which were or are acquired or become part of the Restricted Group after 31 March 2001; or
	(f)		Financial Indebtedness under or in connection with any other finance lease entered into in respect of existing assets or future assets (to the extent they are subject to Security Interests contemplated under paragraph (j) of the definition of Permitted Security Interests); or
	(g)		Financial Indebtedness under Back to Back Loans; or
	(h)		Financial Indebtedness of any member of the Controlled Group which operates as a finance company to the extent that any such Financial Indebtedness is on-lent to an Obligor or to a member of the Controlled Group outside the Restricted Group; or
	(i)		Financial Indebtedness in relation to bonds and preference shares as set out in Schedule 8 (Fixed Rate Bonds and Preference Shares); or
	(j)		Financial Indebtedness that has been defeased to the extent that it is subject to Security Interests contemplated under paragraph (u) of Permitted Security Interests; or
	(k)		Financial Indebtedness incurred solely in contemplation of an initial public offering or other disposal of the companies or partnerships incurring such Financial Indebtedness, to the extent that (i) the aggregate principal amount of such Financial Indebtedness does not exceed U.S.$5,000,000,000 (or its equivalent in other

currencies) whilst such Financial Indebtedness is owed by a member of the Restricted Group; and (ii) the creditors in respect of such Financial Indebtedness have recourse for no more than ninety days to any member of the Controlled Group which is or whose assets are not intended to be subject to the initial public offering or disposal; or

	(l)		Project Finance Indebtedness; or
	(m)		Financial Indebtedness owed to persons outside the Restricted Group under guarantees or other legally binding assurances against financial loss granted by Vodafone Deutschland GmbH or any of its Subsidiaries in respect of any asset, undertaking or business not forming part of the mobile or wireless telecommunications business of the Restricted Group; or
	(n)		Financial Indebtedness under this Agreement; or
	(o)		any liability of a Subsidiary in respect of Financial Indebtedness incurred in connection with the Verizon Wireless partnership provided that:

	(i)		that Subsidiary has no assets other than (1) its interests in or derived from the Verizon Wireless partnership and (2) other assets with an aggregate market value not exceeding U.S.$3,000,000,000 at any time and (3) other assets with an aggregate market value not exceeding U.S.$4,500,000,000 at any time provided that if such assets are lent within the Restricted Group they are only lent to an Obligor; and
	(ii)		the person or persons to whom such Financial Indebtedness is or may be owed has or have no recourse whatsoever to any member of the Group for any payment or repayment in respect of such Financial Indebtedness (other than to that Subsidiary); or

(p)

other Financial Indebtedness to the extent that the sum of:

	(i)		the aggregate unpaid principal amount of the Financial Indebtedness of all the members of the Restricted Group which are not Guarantors and owed to persons outside the Restricted Group (other than Financial Indebtedness under paragraphs (a) to (o) above inclusive); plus
	(ii)		the aggregate unpaid principal amount of Financial Indebtedness secured by Security Interests referred to in paragraph (v) of the definition of Permitted Security Interest (to the extent not falling within (i) above),

does not exceed £1,750,000,000 or its equivalent.

		Compliance with this Clause 16.8 will be tested on the last day of each financial half year. For the purposes of paragraph (p) above, Financial Indebtedness of the Restricted Group not denominated in (or which has not been swapped into) Sterling shall be notionally converted (from the currency in which it is denominated or, as the case may be, into which it has been swapped) to Sterling at the rate of exchange used in the management accounts of the relevant Obligor for that relevant financial quarter.
16.9		Disposals
		No Obligor will, and each Obligor will procure that none of its Subsidiaries which is a member of the Restricted Group will, either in a single transaction or in a series of

transactions, whether related or not and whether voluntarily or involuntarily, make any Asset Disposals other than:

(a)

Asset Disposals:

	(i)		on arm’s length terms which are, in the opinion of an Obligor, at fair market value; or
	(ii)		required by law or any governmental authority or agency (including without limitation any authority or agency of the European Union); or
	(iii)		made in good faith for the purpose of carrying on the business of the Controlled Group which it is reasonable to believe will benefit the Controlled Group; and

(b)

a transfer of all or any part of the assets of the Controlled Group to NewTopco and/or any Intermediate Holding Company of Vodafone.

16.10		Restriction on Acquisitions
		Vodafone will not, and will procure that no member of the Controlled Group will, make any Acquisition unless the major part of the Controlled Group’s business remains telecommunications, data communications and associated businesses.
17.		FINANCIAL COVENANT
17.1		Financial ratio
(a)		Vodafone will, subject to sub-clause (c) below, procure that for each Ratio Period the ratio of Net Debt of the Consolidated Group to two times Adjusted Group Operating Cash Flow for such Ratio Period will not exceed 3.75:1.
(b)		If the ratio in Clause 17.1(a) (Financial ratio) exceeds 3.25:1 Vodafone will re-calculate the financial ratio for such Ratio Period substituting the words “Controlled Group” for the words “Consolidated Group” in Clause 17.1(a) (Financial ratio) and in every definition used to make such calculation and provide the results of such calculation to the Agent, with sufficient copies for each Lender, for their information only.
(c)		If the ratio in Clause 17.1(a) (Financial ratio) exceeds 3.75:1, but the ratio in Clause 17.1(b) does not exceed 3.75:1, Vodafone will not be in breach of Clause 17.1(a) (Financial ratio).
(d)		Any calculation made in accordance with Clause 17.1(b) (Financial ratio) will be accompanied by a statement from Vodafone, or following a Hive Up, NewTopco containing or appending a reconciliation of the differences between the tests and ratios under Clause 17.1(a) and Clause 17.1(b).
17.2		Calculation times and periods
(a)		The first test date for the financial ratio specified in Clause 17.1 (Financial ratio) will occur on 30 September 2008.
(b)		Each subsequent test date will be on the last day of each financial half year and year of Vodafone or, following a Hive Up, NewTopco. The financial ratio will be calculated using

		data for the period (each a “Ratio Period”) ending on each test date and beginning 6 months before the relevant test date.
17.3		Information sources
(a)		Subject to adjustments that may be required by the operation of definitions in Clause 17.1 (Financial ratio) all information for calculation of the financial ratios set out in Clause 17.1 (Financial ratio), Clause 17.1(b) (Financial ratio) and Clause 18.5 (Cross default) will be extracted from figures denominated in the base currency (as defined in paragraph (c) below) used in the preparation of and extracted from:

	(i)		the unaudited consolidated interim financial statements of Vodafone, or following a Hive Up, NewTopco;
	(ii)		the consolidated annual financial statements of Vodafone, or following a Hive Up, NewTopco; or
	(iii)		Vodafone’s, or following a Hive Up, NewTopco’s consolidated management accounts,

		as the case may be, which in respect of (i) and (ii) were delivered to the Agent under sub-clauses 16.2(a)(i)(A) and (ii) of Clause 16.2 (Financial information).
(b)		Information from Vodafone’s, or following a Hive Up, NewTopco’s consolidated management accounts will be disclosed only when the relevant interim or annual financial statements and compliance certificates are delivered to the Agent or as required in connection with Clause 18.5(a)(iii) (Cross default).
(c)		Any amount outstanding in a currency other than the currency used in the latest consolidated published financial statements (the “base currency”) is to be taken into account at the base currency equivalent of that amount calculated at the rate used in the latest consolidated financial statements delivered to the Agent under Clause 16.2 (Financial information) or the latest consolidated management accounts, as appropriate.
17.4		Know Your Customer
		Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
18.		DEFAULT
18.1		Events of Default
		Each of the events set out in Clauses 18.2 (Non-payment) to 18.15 (2012 Facility) (inclusive) is an Event of Default (whether or not caused by any reason whatsoever outside the control of any Obligor or any other person).
18.2		Non-payment
(a)		An Obligor does not pay within four Business Days of the due date any amount payable by it under the Finance Documents at the place at, and in the currency in, which it is expressed to be payable unless:

(b)

its failure to pay is caused by:

	(i)		administrative or technical error and payment is made within a further two Business Days after the expiry of the grace period in sub-clause (a) above; or
	(ii)		a Disruption Event and payment is made within a further four Business Days after the expiry of the grace period in sub-clause (a) above.

18.3		Breach of other obligations
(a)		Vodafone does not comply with Clause 17 (Financial Covenant).
(b)		An Obligor does not comply with any provision of the Finance Documents (other than those referred to in paragraph (a) above or in Clause 18.2 (Non-payment)) and such failure (if capable of remedy before the expiry of such period) continues unremedied for a period of 21 days from the earlier of the date on which (i) such Obligor has become aware of the failure to comply or (ii) the Agent gives notice to Vodafone requiring the same to be remedied.
18.4		Misrepresentation
		A representation or warranty made or repeated by any Obligor in any Finance Document is found to be untrue in any respect material in the context of performance of the Finance Documents when made or deemed to have been made.
18.5		Cross default

(a)

(i)

Any Financial Indebtedness of any Obligor is:

	(A)		not paid when due or within any originally applicable grace period; or
	(B)		declared due, or is capable of being declared due, prior to its specified maturity as a result of an event of default (howsoever described) except this paragraph (B) does not apply to:

	(1)		Financial Indebtedness quoted or listed on a stock exchange; or
	(2)		Financial Indebtedness of an Obligor arising solely under paragraph (f) of the definition of Financial Indebtedness in Clause 1.1 (Definitions) save where:

	(X)		such Financial Indebtedness is incurred by an Obligor under the 2012 Facility; and
	(Y)		the Guarantors under this Agreement are also Guarantors under and as defined in the 2012 Facility and all of the Borrowers under this Agreement and under (and as defined in) the 2012 Facility are not the same; or

(ii)

any Financial Indebtedness constituted by debt securities quoted or listed on a stock exchange (excluding convertible debt securities) issued by Vodafone Americas Inc. or Vodafone Finance BV (but in each case only for so long as the creditors of those debt securities have recourse to a member of the Group in respect of those debt securities) is:

	(A)		not paid when due or within any originally applicable grace period; or
	(B)		declared due prior to its specified maturity as a result of failure to pay principal or interest thereunder; or

(iii)

any Financial Indebtedness of any Principal Subsidiary excluding any Financial Indebtedness set out in paragraph 18.5(a)(ii) above is:

	(A)		not paid when due or within any originally applicable grace period; or
	(B)		declared due prior to its specified maturity as a result of an event of default (howsoever described) and is not paid within three Business Days of being declared due,

except this paragraph (iii) only applies if the ratio calculated in accordance with Clause 17.1(a) for the most recent Ratio Period is greater than 3.25:1.

(b)

Paragraph (a) above does not apply:

	(i)		to Project Finance Indebtedness; or
	(ii)		to Financial Indebtedness which in aggregate is less than £100,000,000 (or equivalent currency); or
	(iii)		where the payment or occurrence of the event concerned is being contested in good faith; or
	(iv)		where the default is under a bond and is capable of waiver without bondholder consent; or
	(v)		to Financial Indebtedness owed to a member of the Restricted Group.

18.6		Winding up
		An order is made or an effective resolution is passed for winding up any Obligor or any Principal Subsidiary (except for the purposes of a reconstruction or amalgamation on terms previously approved in writing by the Majority Lenders) or a petition is presented (which is not set aside or withdrawn within the earlier of 30 days of its presentation or by not later than the date for the hearing of such petition) for an administration order or for the winding up of any Obligor or any Principal Subsidiary except where demonstrated to the reasonable satisfaction of the Majority Lenders that any such petition is being contested in good faith.
18.7		Insolvency process
(a)		A liquidator, administrator, receiver, trustee, sequestrator or similar officer is appointed in respect of all or any part of the assets of any Obligor or any Principal Subsidiary which generates a material part of the revenues of that Obligor or that Principal Subsidiary; or
(b)		any Obligor or any Principal Subsidiary, by reason of financial difficulties, enters into a composition, assignment or arrangement with any class of its creditors.
18.8		Enforcement proceedings
		A distress, execution, attachment or other legal process is levied, enforced or sued out upon or against all or any part of the assets of any Obligor or any Principal Subsidiary which

		generates a material part of the revenues of that Obligor or that Principal Subsidiary except where the same is being contested in good faith or is removed, discharged or paid within 30 days.
18.9		Insolvency
		Any Obligor or any Principal Subsidiary is deemed under Section 123(1)(e) or 123(2) of the Insolvency ▇▇▇ ▇▇▇▇ to be unable to pay its debts.
18.10		Similar proceedings
		Anything having a substantially similar effect to any of the events specified in Clauses 18.6 (Winding up) to 18.9 (Insolvency) inclusive shall occur under the laws of any applicable jurisdiction in relation to any Obligor or any Principal Subsidiary.
18.11		Unlawfulness
		It is or becomes unlawful for any Obligor to perform any of its payment or other material obligations under the Finance Documents.
18.12		Guarantee
		The guarantee of any Guarantor under Clause 14 (Guarantee) is not effective or is alleged by an Obligor to be ineffective for any reason (other than by reason of written release or waiver by the Finance Parties or in accordance with Clause 14.9 (Removal of Guarantors)).
18.13		Cessation of business
		Any Obligor or any Principal Subsidiary ceases to carry on all or substantially all of its business otherwise than:

	(a)		as a result of a transfer of all or any part of its business to a member of the Restricted Group or
	(b)		as a result of a disposal permitted under Clause 16.9 (Disposals); or
	(c)		with the prior written consent of the Majority Lenders.

18.14		Litigation
		Any litigation proceedings are current which are reasonably likely to be adversely determined and which would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.
18.15		2012 Facility
(a)		Any Event of Default (as defined in the 2012 Facility) has occurred and is continuing.
(b)		Paragraph (a) shall only apply where the Guarantors under this Agreement are not Guarantors (under and as defined in the 2012 Facility) under the 2012 Facility.

18.16		Acceleration
		On and at any time after the occurrence of an Event of Default while such event is continuing the Agent may, and if so directed by the Majority Lenders, will by notice to Vodafone, declare that an Event of Default has occurred and:

	(a)		cancel the Total Commitments; and/or
	(b)		demand that all the Advances, together with accrued interest, and all other amounts accrued under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or
	(c)		demand that all the Advances be payable on demand, whereupon they shall immediately become payable on demand.