BRIDGE FACILITY AGREEMENT DATED 23 May 2006 RELATING TO CREDIT FACILITY FOR MITTAL STEEL COMPANY N.V. WITH CITIGROUP GLOBAL MARKETS LIMITED COMMERZBANK AKTIENGESELLSCHAFT CREDIT SUISSE GOLDMAN SACHS INTERNATIONAL HSBC BANK PLC SOCIÉTÉ GÉNÉRALE...

1.

INTERPRETATION

2.

FACILITY

3.

PURPOSE

4.

CONDITIONS PRECEDENT

5.

UTILISATION

6.

OPTIONAL CURRENCIES

7.

REPAYMENT

8.

PREPAYMENT AND CANCELLATION

9.

INTEREST

10.

TERMS

11.

MARKET DISRUPTION

12.

TAXES

13.

INCREASED COSTS

14.

MITIGATION

15.

PAYMENTS

16.

GUARANTEE AND INDEMNITY

17.

REPRESENTATIONS

18.

INFORMATION COVENANTS

19.

FINANCIAL COVENANTS

20.

GENERAL COVENANTS

21.

DEFAULT

22.

THE ADMINISTRATIVE PARTIES

23.

EVIDENCE AND CALCULATIONS

24.

FEES

25.

INDEMNITIES AND BREAK COSTS

26.

EXPENSES

27.

AMENDMENTS AND WAIVERS

28.

CHANGES TO THE PARTIES

29.

DISCLOSURE OF INFORMATION

30.

SET-OFF

31.

PRO RATA SHARING

32.

SEVERABILITY

33.

COUNTERPARTS

34.

NOTICES

35.

LANGUAGE

36.

GOVERNING LAW

37.

ENFORCEMENT

38.

COMPLETE AGREEMENT

SCHEDULE 1 ORIGINAL PARTIES

SCHEDULE 2 CONDITIONS PRECEDENT DOCUMENTS

SCHEDULE 3 FORM OF REQUESTS

SCHEDULE 4 CALCULATION OF THE MANDATORY COST

SCHEDULE 5 FORM OF TRANSFER CERTIFICATE

SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE

SCHEDULE 7 FORM OF MARGIN CERTIFICATE

SCHEDULE 8 FORM OF ACCESSION AGREEMENT

SCHEDULE 9 FORM OF RESIGNATION REQUEST

SCHEDULE 10 form of spanish aval

SCHEDULE 11 form of belgian aval

(1)

MITTAL STEEL COMPANY N.V., a company incorporated in The Netherlands with registered number 24275428 (the Company);

(2)

CITIGROUP GLOBAL MARKETS LIMITED, ▇▇▇▇▇▇▇ SACHS INTERNATIONAL, SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING, COMMERZBANK AKTIENGESELLSCHAFT, CREDIT SUISSE and HSBC BANK PLC as mandated lead arrangers (in this capacity the Mandated Lead Arrangers);

(3)

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Original Parties) as original lenders (the Original Lenders);

(4)

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. as the Issuing bank (as the Issuing Bank); and

(5)

HSBC BANK PLC as facility agent (in this capacity the Facility Agent).

1.

INTERPRETATION

1.1

Definitions

(a)

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

(b)

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

(a)

each Aval;

(b)

each Indemnity; and

(c)

Syndication Agreement.

(a)

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

(b)

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

(a)

for an Original Lender, the amount set opposite its name in Schedule 1 (Original Lenders) and the amount of any other Commitment it acquires; and

(b)

for any other Lenders, the amount of any commitment it acquires, to the extent not cancelled, transferred or reduced under this Agreement;

(a)

an Event of Default; or

(b)

an event which would be (with the expiry of a grace period, the giving of notice or the making of any determination under the Finance Documents or any combination of them) an Event of Default.

(a)

the applicable Screen Rate; or

(b)

if no Screen Rate is available for that Term of that Loan or overdue amount, the arithmetic mean (rounded upward to four decimal places) of the rates as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the European interbank market,

(a)

on or before the date it becomes a Lender; or

(b)

by not less than five Business Days’ notice,

(a)

this Agreement;

(b)

a Fee Letter;

(c)

a Transfer Certificate;

(d)

an Accession Agreement;

(e)

a Resignation Request;

(f)

the Aval Documents; or

(g)

any other document designated as such by the Facility Agent and the Company.

(a)

moneys borrowed;

(b)

any acceptance credit (including any dematerialised equivalent) other than any acceptance credit that would not constitute borrowed monies under US GAAP;

(c)

any bond, note, debenture, loan stock or other similar instrument;

(d)

any redeemable preference share to the extent any such share is capable of being redeemed (in whole or part) on or before the Final Maturity Date;

(e)

the amount of any liability, being the capitalised portion of any loan, lease or hire purchase contract, which would be treated as a finance or capital lease in accordance with generally accepted accounting principles in the jurisdiction of incorporation of the Company;

(f)

receivables sold or discounted (otherwise than on a non-recourse basis);

(g)

(other than trade credit from a supplier on customary terms in the ordinary course of trade) the acquisition cost of any asset to the extent payable more than six months after its acquisition or possession by the party liable where the deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset;

(h)

any derivative transaction protecting against or benefiting from fluctuations in any rate or price (and the then ▇▇▇▇ to market value of the derivative transaction will be used to calculate its amount, except for the purposes of Clause 21.5 (Cross-acceleration), where the settlement amount for the relevant derivative transaction will be used to calculate its amount);

(i)

any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing (excluding any indebtedness expressly excluded under another paragraph of this definition);

(j)

(other than in respect of letters of credit on customary terms issued in the ordinary course of trade) any counter-indemnity obligation in respect of any guarantee, indemnity, bond, letter of credit or any other instrument issued by a bank or financial institution; or

(k)

any guarantee, indemnity or similar legally binding assurance against financial loss of any person in respect of any item referred to in the above paragraphs,

(i)

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 of the issuer of such debt, which in each case are not redeemable (in whole or part) on or before the Final Maturity Date;

(ii)

obligations of any member of the Group arising under any form of exchangeable, convertible, option or other similar instrument issued by that member of the Group in connection with a transaction, the commercial effect of which is to effect the disposal by that member of the 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 (other than at the option of the issuer), on or prior to the Final Maturity Date, give rise to an obligation to pay cash or deliver any other assets (other than the assets into which such instrument is convertible or exchangeable or deliverable on exercise of the option contained in that instrument) to the holders of such obligations (whether by acceleration on maturity or otherwise); and

(iii)

derivatives primarily entered into in the ordinary course of business to manage currency, credit or interest rate risks.

(a)

an additional or increased cost;

(b)

reduction in the rate of return from the Facility or on its overall capital; or

(c)

reduction of an amount due and payable under any Finance Document,

(a)

an Original Lender; or

(b)

any person which becomes a Lender after the date of this Agreement.

(a)

the applicable Screen Rate; or

(b)

if no Screen Rate is available for the relevant currency or Term of that Loan or overdue amount, the arithmetic mean (rounded upward to four decimal places) of the rates, as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks in the London interbank market,

(a)

whose share in the outstanding Utilisations and whose undrawn Commitments then aggregate 66  ²/3 per cent. or more of the aggregate of all the outstanding Utilisations and the undrawn Commitments of all the Lenders;

(b)

if there is no Utilisation then outstanding, whose undrawn Commitments then aggregate 66  ²/3 per cent. or more of the Total Commitments; or

(c)

if there is no Utilisation then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated 66  ²/3 per cent. or more of the Total Commitments immediately before the reduction.

(a)

the gross assets or pre-tax profits of a Subsidiary of the Company will be determined from its financial statements (unconsolidated if it has Subsidiaries) upon which the latest audited financial statements of the Group have been based;

(b)

if a company becomes a member of the Group after the date on which the latest audited financial statements of the Group have been prepared, the gross assets or pre-tax profits of that Subsidiary will be determined from its latest financial statements;

(c)

the gross assets or pre-tax profits of the Group will be determined from its latest audited financial statements, adjusted (where appropriate) to reflect the gross assets or pre-tax profits of any company or business subsequently acquired or disposed of; and

(d)

if a Material Subsidiary disposes of all or substantially all of its assets to another Subsidiary of the Company, it will immediately cease to be a Material Subsidiary and the other Subsidiary (if it is not already) will immediately become a Material Subsidiary; the subsequent financial statements of those Subsidiaries and the Group will be used to determine whether those Subsidiaries are Material Subsidiaries or not.

(a)

recourse to such debtor or its Subsidiaries for amounts limited to the cash flow from such asset; and/or

(b)

recourse to such debtor generally, or to a member of the Group, which recourse is limited to a claim for damages (other than liquidated damages and damages required to be calculated in a specified way) for breach of an obligation, representation or warranty (not being a payment obligation, representation or warranty or an obligation, representation or warranty to procure payment by another or an obligation, representation or warranty to comply or to procure compliance by another with any financial ratios or other test of financial condition) by the person against whom such recourse is available; and/or

(c)

if:

(i)

such debtor has been established specifically for the purpose of constructing, developing, owning and/or operating the relevant asset or connected group of assets; and

(ii)

such debtor owns no assets and carries on no business which is not related to the relevant asset or connected group of assets,

(a)

for the purpose of determining a Lender’s share in a Utilisation of the Facility, the proportion which its Commitment under the Facility bears to all the Commitments under the Facility; and

(b)

for any other purpose on a particular date:

(i)

the proportion which a Lender’s share of the Loans (if any) bears to all the Loans;

(ii)

if there is no Loan outstanding on that date, the proportion which its Commitments bears to the Total Commitments on that date; or

(iii)

if the Total Commitments have been cancelled, the proportion which its Commitments bore to the Total Commitments immediately before being cancelled.

(a)

the first day of a Term for a Loan denominated in Sterling;

(b)

the second Business Day before the first day of a Term for a Loan denominated in any other currency (other than euro); or

(c)

the second TARGET Day before the first day of a Term for a Loan denominated in euro,

(a)

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

(b)

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

1.2

Construction

(a)

In this Agreement, unless the contrary intention appears, a reference to:

(i)

an amendment includes a supplement, novation, restatement or re-enactment and amended will be construed accordingly;

(ii)

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

(iii)

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

(iv)

disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;

(v)

indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money;

(vi)

know your customer requirements are the identification checks that a Finance Party requests in order to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer;

(vii)

a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;

(viii)

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(ix)

a currency is a reference to the lawful currency for the time being of the relevant country;

(x)

a Default being outstanding means that it has not been remedied or waived;

(xi)

a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;

(xii)

a Clause, a Subclause or a Schedule is a reference to a clause or subclause of, or a schedule to, this Agreement;

(xiii)

a Party or any other person includes its successors in title, permitted assigns and permitted transferees;

(xiv)

a Finance Document or another document is a reference to that Finance Document or other document as amended; and

(xv)

a time of day is a reference to London time.

(b)

Unless the contrary intention appears, a reference to a month or months 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 or the calendar month in which it is to end, except that:

(i)

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

(ii)

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

(iii)

notwithstanding sub-paragraph (i) above, a period which commences on the last Business Day of a month will end on the last Business Day in the next month or the calendar month in which it is to end, as appropriate.

(c)

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) ▇▇▇ ▇▇▇▇ and notwithstanding any term of any Finance Document, no consent of any third party is required for any variation (including any release or compromise of any liability) or termination of any Finance Document.

(d)

Unless the contrary intention appears:

(i)

a reference to a Party will not include that Party if it has ceased to be a Party under this Agreement;

(ii)

a word or expression used in any other Finance Document or in any notice given in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement; and

(iii)

any obligation of an Obligor under the Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of an Obligor is or may be outstanding under the Finance Documents.

(e)

The headings in this Agreement do not affect its interpretation.

1.3

Dutch terms

(a)

a necessary action to authorise where applicable, includes without limitation any action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden);

(b)

a security interest includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie), right to reclaim goods (recht van reclame), and, in general, any right in rem (beperkt recht), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht);

(c)     (i)

a winding-up, administration or dissolution (and any of those terms) includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);

(ii)

a moratorium includes surséance van betaling and granted a moratorium includes surséance verleend;

(iii)

any step or procedure taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990);

(iv)

a trustee in bankruptcy includes a curator;

(v)

an administrator includes a bewindvoerder; and

(vi)

an attachment includes a beslag.

1.4

Luxembourg Terms

(a)

a composition, assignment or similar arrangement with any creditor includes a procedure under the Luxembourg Act dated 14th April, 1886;

(b)

a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrator receiver, administrator or similar officer includes any:

(i)

juge-commissaire and/or insolvency receiver (curateur) appointed under the Luxembourg Commercial Code;

(ii)

liquidateur appointed under Articles 141 to 151 of the Luxembourg Act dated 10th August, 1915;

(iii)

juge-commissaire and/or liquidateur appointed under Article 203 of the Luxembourg Act dated 10th August, 1915 on commercial companies; and

(iv)

commissaire appointed under the Grand-Ducal Decree dated 24th May, 1935 or under Articles 593 to 614 of the Luxembourg Commercial Code.

1.5

Affiliate Facility Offices

(a)

A Lender may designate an Affiliate of that Lender as its Facility Office for the purpose of participating in or making Loans to Borrowers in particular countries.

(b)

An Affiliate of a Lender may be designated for the purposes of paragraph (a) above:

(i)

by appearing under the name of the Lender in Schedule 1 (Original Lenders) and executing this Agreement; or

(ii)

by being referred to in and executing a Transfer Certificate by which the Lender becomes a Party.

(c)

An Affiliate of a Lender referred to in this Clause 1.5 shall not have any Commitment, but shall be entitled to all rights and benefits under the Finance Documents relating to its participation in Loans, and shall have the corresponding duties of a Lender in relation thereto, and is a Party to this Agreement and each other relevant Finance Document for those purposes.

(d)

A Lender which has an Affiliate appearing under its name in Schedule 1 (Original Lenders) or, as the case may be, in a Transfer Certificate, will procure, subject to the terms of this Agreement, that the Affiliate participates in Loans to the relevant Borrower(s) in place of that Lender.

2.

FACILITY

2.1

Facility

2.2

Nature of a Finance Party’s rights and obligations

(a)

the obligations of a Finance Party under the Finance Documents are several;

(b)

failure by a Finance Party to perform its obligations does not affect the obligations of any other Party under the Finance Documents;

(c)

no Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents;

(d)

the rights of a Finance Party under the Finance Documents are separate and independent rights;

(e)

a Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights; and

(f)

a debt arising under the Finance Documents to a Finance Party is a separate and independent debt.

2.3

Professional Market Party

(a)

it therefore does not benefit from the (creditor) protection under the Dutch Banking Act for non-Professional Market Parties; and

(b)

it has made its own credit appraisal of the Borrower.

3.

PURPOSE

3.1

Loans

(i)

to partially finance the Acquisition Payments or, subject to the provisions of this Agreement, to cash collaterise the indemnity obligations of the Borrower to the Issuing Bank in relation to the Acquisition Payments;

(ii)

in partial payment of the Acquisition Costs; and

(iii)

after paragraphs (i) and (ii) above have been fully satisfied, to refinance any existing indebtedness of the Target Group.

3.2

No obligation to monitor

4.

CONDITIONS PRECEDENT

4.1

Conditions precedent documents

4.2

Further conditions precedent

(a)

the Repeating Representations are correct in all material respects; and

(b)

no Default is outstanding or would result from the Loan.

4.3

Maximum number

4A.

THE OFFER

(a)

Notwithstanding any other term of this Agreement, during the Certain Funds Period no Lender or the Issuing Bank is entitled to:

(i)

refuse to make available any Utilisation;

(ii)

cancel the Commitments;

(iii)

exercise any right of rescission or similar right or remedy which it may have in relation to any Utilisation; or

(iv)

accelerate or cause repayment of any Utilisation,

(b)

Paragraph (a) does not apply if the entitlement arises because the Company has not delivered all of the documents required under Clause 4.1 (Conditions precedent documents) or Part 1 of Schedule 2 (Conditions precedent documents) in respect of the relevant Request or LC Request in form and substance satisfactory to the Facility Agent.

(c)

Nothing in this Subclause will affect the rights of the Lenders in respect of any outstanding Default upon expiry of the Certain Funds Period irrespective of whether that Default occurred during the Certain Funds Period or not.

(i)

copies of all documents, notices or announcements received or issued by it in relation to the Offer; and

(ii)

any other information regarding the progress of the Offer as the Facility Agent may reasonably request.

(a)

In this Subclause, relevant litigation means any litigation proceeding, arising, pending or threatened against the Finance Parties or any of them in connection with or arising out of the Offer (whether or not made) or the financing of, or the commitment to finance, the Offer.

(b)

The Company must indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of any relevant litigation, unless it is caused by the gross negligence or wilful misconduct of that Finance Party or a breach of that Finance Party’s obligation to make or provide Utilisations under this Agreement.

(c)

The relevant Finance Party must notify the Company promptly upon becoming aware, and in reasonable detail, of any relevant litigation and must keep the Company informed of its progress.

(d)

The relevant Finance Party must conduct any relevant litigation in good faith and will give careful consideration to the views of the Company in relation to the appointment of professional advisers and the conduct of the litigation taking into account (to the extent practicable and save to the extent the Company’s interests conflict with those of the relevant Finance Party) both its interests and the interests of the Company.

(e)

The relevant Finance Party may only concede or compromise any claim in respect of any relevant litigation if it has consulted the Company before so doing.

(f)

Notwithstanding paragraphs (c) to (e) above, the relevant Finance Party is not required to disclose to the Company any matter in respect of which it is under a duty of non-disclosure or which subject to any attorney/client privilege; or

(g)

The Company must keep confidential any information disclosed by the relevant Finance Party to it under this Subclause, unless required to disclose by any applicable laws or regulations or competent court and except to its financial and legal advisors.

5.

UTILISATION

5.1

Giving of Requests

(a)

A Borrower may borrow a Loan by giving to the Facility Agent a duly completed Request.

(b)

Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Request is (i) 4.00 p.m. one Business Day before the Rate Fixing Day for the proposed borrowings to be made in a currency other than £; and (ii) 2.00 p.m. one Business Day before the Rate Fixing Day for the proposed borrowings to be made in £.

(c)

Each Request is irrevocable.

5.2

Completion of Requests

(a)

it identifies the Borrower;

(b)

the Utilisation Date is a Business Day falling within the Availability Period; and

(c)

the amount of the Loan requested is:

(i)

a minimum of €10,000,000 or an amount which complies with Clause 6 (Optional Currencies) and an integral multiple of 5,000,000 units of that currency; or

(ii)

not more than the Available Facility for the relevant Facility on the proposed Utilisation Date.

(d)

the Term complies with this Agreement.

5.3

Advance of Loan

(a)

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

(b)

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

(c)

No Lender is obliged to participate in a Loan if as a result:

(i)

its share in the Loans under the Facility would exceed its Commitment for the Facility; or

(ii)

the Loans would exceed the Total Commitments.

(d)

If the conditions set out in this Agreement have been met, each Lender must make its share in the Loan available to the Facility Agent for the relevant Borrower through its Facility Office on the Utilisation Date.

5.4

Extension of Facility

(a)

The Borrowers may request that the Final Maturity Date for the Facility be extended for a further period of 364 days by giving notice to the Facility Agent on or after the date falling 60 days before the Original Repayment Date but on or before the date falling 30 days before the Original Repayment Date.

(b)

In the event that the final Settlement Date has not occurred on or prior to the Original Repayment Date, the Borrower shall be deemed to have requested that the Final Maturity Date for the Facility be extended for a further period of 364 days.

(c)

Subject to the payment of the extension fee set out in paragraph (f) below, if both on the date of the request made pursuant to Clause 5.4(a) and on the Original Repayment Date:

(i)

the Repeating Representations are correct in all material respects; and

(ii)

no Default is outstanding;

(d)

The Facility may only be extended once.

(e)

Any request made under Clause 5.4(a) is irrevocable.

(f)

The Borrower shall, on or prior to the date of the request delivered pursuant to paragraph (a) or (b) above, pay an extension fee in an amount equal to 0.10% of the Loan to the Facility Agent for the account of the Lenders.

5.5

Issuing Bank Utilisation Mechanics

(a)

(i)

The Borrowers hereby irrevocably request that in the event (x) of a claim made on the Issuing Bank under the Letter of Credit following a failure on the part of the Company to pay for the Accepted Shares or (y) that a Borrower is required to cash collateralise its indemnity obligations in relation to a Letter of Credit pursuant to paragraph (c) (Cash Collateral) below, a Loan be made.

(ii)

Without prejudice to paragraph (i) above and the Borrower’s rights to issue a Request, each Borrower hereby irrevocably authorises the Issuing Bank to complete, issue and deliver on its behalf, a Request to fund the obligations of the Borrower to provide cash cover for its indemnity obligations in relation to a Letter of Credit pursuant to paragraph (c) (Cash Collateral) below.

(b)

Notwithstanding Clause 5.1 (Giving of Requests), any Loan made for the purpose of meeting claims of the Issuing Bank arising solely as a result of it making or being required to make payments under a Letter of Credit on behalf of the Borrower pursuant to an Offer shall be made to the Borrower as follows:

(i)

the Utilisation Date for each such Loan will be no later than two Business Days prior to the last day of the Availability Period;

(ii)

the principal amount of each such Loan:

(A)

will be less than or equal to the Available Facility; and

(B)

will not exceed an amount equal to the number of Shares to which such Loan relates multiplied by the cash portion of the consideration payable for such Shares;

(iii)

each such Loan shall be in euro and shall have an initial Interest Period of one month (or as otherwise agreed with the Facility Agent) or, if any Loans are outstanding at such time, an Interest Period ending on the same date as such other Loans and, in any event, not being later than the Final Maturity Date;

(iv)

the proceeds of each such Loan will be credited at the request of and on behalf of the Borrower directly to such account of the Issuing Bank as it shall notify the Facility Agent in writing for such purpose by the latest 2.00 p.m. London time one Business Day before the Rate Fixing Day for the proposed Utilisation Date if the Issuing Bank has either (X) made the payment to the Settlement Account required to be made by the Borrower on the Settlement Date to which the Offer Drawdown Request relates or (Y) given irrevocable instructions to do so. The Issuing Bank shall, if this paragraph (iv) applies deliver to the Facility Agent (i) a copy of the Result Notice relating to the relevant Offer, and (ii) a copy of the irrevocable payment instructions it has given in respect thereof one Business Day before the Rate Fixing Day for the proposed Utilisation Date; and

(v)

the proceeds of each such Loan requested under this Clause 5.5 will be credited to the Settlement Account if the Issuing Bank has not made any payment or given irrevocable instructions as contemplated at paragraph (iv) above and the foregoing has been confirmed in writing by the Issuing Bank and it has provided the Facility Agent with a copy of the relevant Result Notice.

(c)

Cash Collateral

(i)

Each Borrower shall, on the last day of the Availability Period, provide cash cover and fully cash collateralise its indemnity obligations under any Letter of Credit under which a claim may be made and shall, in any case, drawdown the Facility to comply with such cash collateral obligation and pay the relevant amount to the credit of a Cash Collateral Account.

(ii)

Upon the request of the Issuing Bank, the Lenders shall (to the extent that the Borrower has not done so, or is unable or prevented from, doing so) on the last day of the Availability Period, provide cash cover and otherwise fully cash collateralise their indemnity obligations under Clause 5C(b) (Indemnities). The provision of cash cover by the Lenders pursuant to this Clause shall be a discharge of any obligation to provide a Loan pursuant to Clause 5.5 (Issuing bank Utilisation Mechanics) and shall reduce their Availability Commitment by an equal amount.

(d)

Assignment of Claims

(i)

In the event that a Lender fails to make available its participation in a Loan in respect of a Request delivered, or deemed to be delivered, under Clause 5.5 (Issuing Bank Utilisation Mechanics), the Borrower shall, in respect of the Spanish law Aval and the Belgian law Aval assign to the Issuing Bank its claims under this Agreement against the relevant Lender and or otherwise arising due to such failure by the relevant Lender, or Lenders.

(ii)

The Borrowers shall agree to promptly take all such actions as may be necessary to effect or perfect the claims assigned pursuant to paragraph (i) above and to facilitate enforcement of such claim against the relevant Lender.

5A.

UTILISATION - LETTERS OF CREDIT

(a)

In this Clause 5A and Clause 5B (Letters of Credit):

(i)

LC Proportion means, at any time in relation to a Lender in respect of any Letter of Credit, or, as the case may be, the proportion (expressed as a percentage) borne by that Lender’s Commitment to the Total Commitments at that time; and

(ii)

Term means each period determined under this Agreement for which the Issuing Bank is under a liability under a Letter of Credit.

(b)

Any reference in this Agreement to:

(i)

a Finance Party includes the Issuing Bank;

(ii)

the Interest Period of a Letter of Credit will be construed as a reference to the Term of that Letter of Credit;

(iii)

an amount borrowed includes any amount utilised by way of Letter of Credit;

(iv)

a Utilisation made or to be made to a Borrower includes a Letter of Credit issued on its behalf;

(v)

a Lender funding its participation in a Utilisation includes a Lender participating in a Letter of Credit;

(vi)

amounts outstanding under this Agreement include amounts outstanding under or in respect of any Letter of Credit;

(vii)

an outstanding amount of a Letter of Credit at any time is the maximum amount that is or may be payable by the Borrower in respect of that Letter of Credit at that time;

(viii)

a Borrower repaying or prepaying a Letter of Credit means:

(A)

that Borrower providing cash cover for that Letter of Credit;

(B)

the maximum amount payable under the Letter of Credit being reduced in accordance with its terms; or

(C)

the Issuing Bank being satisfied that it has no further liability under that Letter of Credit,

(ix)

provision of cash cover means a Borrower or a Lender paying an amount in the currency of the Letter of Credit to an interest-bearing account in the name of the Borrower, unless otherwise agreed, and the following conditions are met:

(A)

the account is with the Issuing Bank (if the cash cover is to be provided for the Issuing Bank);

(B)

withdrawals from the account may only be made to pay a Finance Party amounts due and payable to it under this Agreement in respect of a Letter of Credit until no amount is or may be outstanding under that Letter of Credit; and

(C)

the Borrower has executed a security document, in form and substance satisfactory to the Issuing Bank or the Finance Party with which that account is held, creating a first ranking security interest over that account.

(c)

Clauses 5.1 (Giving of Requests) and 5.2 (Completion of Requests) do not apply to a Utilisation by way of Letter of Credit.

(a)

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

(b)

the amount of the proposed Letter of Credit is not more than the maximum Available Facility (and for these purposes, in the case of an Aval, the amount thereof shall not be aggregated with the amount of any other Aval issued in respect of the same obligations); and

(c)

the Letter of Credit is an Aval and is in a form agreed by the Facility Agent and the Issuing Bank.

(a)

If the conditions set out in this Agreement have been met, the Issuing Bank shall issue the Letter of Credit on the Utilisation Date.

(b)

The Facility Agent shall promptly notify each Lender of the details of the requested Letter of Credit and its LC Proportion of that Letter of Credit.

5B.

LETTERS OF CREDIT

(a)

The consent of the Issuing Bank is required for any assignment or transfer of any Lender’s rights and/or obligations under the Facility provided that the consent of the Issuing Bank shall not be required in relation to any such assignment and/or transfer effected on or at any time after (i) the obligations of the Issuing Bank in relation to Acquisition Payments under the Spanish law Aval and /or the Belgian law Aval have been fulfilled or such Avals are otherwise not required for the purpose of the Offer; or (ii) cash cover has been provided pursuant Clause 5.5(c) (Cash Collateral).

(b)

If paragraph (a) and the conditions and procedure for transfer specified in Clause 28 (Changes to the Parties) are satisfied, then on the Transfer Date the Issuing Bank and the New Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Issuing Bank and the Existing Lender shall each be released from further obligations to each other under this Agreement.

(a)

Each Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim made or purported to be made under a Letter of Credit requested by it and which appears on its face to be in order (a “claim”).

(b)

Each Borrower which requested a Letter of Credit shall immediately on demand pay to the Facility Agent for the account of the Issuing Bank an amount equal to the amount of any claim under that Letter of Credit.

(c)

Each Borrower acknowledges that the Issuing Bank:

(i)

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

(ii)

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

(d)

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

(i)

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

(ii)

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

(a)

Nothing in this Agreement constitutes the Issuing Bank as a trustee or fiduciary of any other person.

(b)

The Issuing Bank shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

(c)

The Issuing Bank may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

(d)

The Issuing Bank may rely on:

(i)

any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii)

any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(e)

The Issuing Bank may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(f)

The Issuing Bank may act in relation to the Finance Documents through its personnel and agents.

(g)

The Issuing Bank shall not be responsible for:

(i)

the adequacy, accuracy and/or completeness of any information (whether oral or written) provided by the Facility Agent, any Party (including itself), or any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

(ii)

the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

(a)

Without limiting paragraph (b) below, the Issuing Bank will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b)

No Party (other than the Issuing Bank) may take any proceedings against any officer, employee or agent of the Issuing Bank in respect of any claim it might have against the Issuing Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document.

5C.

INDEMNITIES

(a)

Notwithstanding Clause 5.5 (Issuing Bank Utilisation Mechanics), each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank in acting as the Issuing Bank under any Letter of Credit requested by that Borrower.

(b)

Each Lender shall (according to its LC Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).

(c)

If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its LC Proportion of that Letter of Credit. On receipt of demand from the Facility Agent, that Lender shall pay to the Facility Agent (for the account of the Issuing Bank) an amount equal to its LC Proportion of the amount demanded under paragraph (b) above.

(d)

The Borrower which requested a Letter of Credit shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 5C (Indemnities) in respect of that Letter of Credit.

(e)

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

(f)

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

(i)

any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or other person;

(ii)

the release of any other Obligor or any other person under the terms of any composition or arrangement;

(iii)

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

(iv)

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

(v)

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

(vi)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or

(vii)

any insolvency or similar proceedings.

(g)

The obligation of each Lender under this clause shall be in addition to and independent of every other security which the Issuing Bank may at any time hold.

(h)

The Issuing Bank shall not be obliged before exercising any of the rights, powers or remedies conferred upon them in respect of any Lender under this Clause or by law:

(iii)

to take any action or obtain judgment in any court against any Borrower;

(iv)

to make or file any claim or proof in a winding-up or dissolution of any Borrower; or

(iii)

to enforce or seek to enforce any other security taken in respect of any of the obligations of any Borrower under this Clause.

5D

OVERRIDE

5F

SUBROGATION

6.

OPTIONAL CURRENCIES

6.1

General

(a)

in the case of a Loan is denominated in euros, its euro amount; or

(b)

in the case of a Loan drawn in an Optional Currency, its equivalent in euros calculated on the basis of the Agent’s Spot Rate of Exchange one Business Day before the Rate Fixing Day for the first Term.

6.2

Selection

(a)

A Borrower must select the currency of a Loan in its Request.

(b)

The amount of a Loan requested in an Optional Currency must be a minimum amount of the equivalent of €10,000,000 and, if required by the Facility Agent, an integral multiple of the equivalent of €5,000,000 units of that currency.

(c)

Unless the Facility Agent otherwise agrees, the Loans may not be denominated at any one time in more than 5 currencies.

6.3

Conditions relating to Optional Currencies

(a)

A Loan may be denominated in an Optional Currency for a Term if:

(i)

that Optional Currency is readily available in the amount required and freely convertible into euros in the relevant interbank market on the Rate Fixing Day and the first day of its initial Term; and

(ii)

that Optional Currency is dollars or Sterling or has been previously approved by the Facility Agent (acting on the instructions of all the Lenders).

(b)

If the Facility Agent has received a request from the Company for a currency to be approved as an Optional Currency, the Facility Agent must, within five Business Days, confirm to the Company:

(i)

whether or not the Lenders have given their approval; and

(ii)

if approval has been given, the minimum amount (and, if required, integral multiples) for any Loan in that currency.

6.4

Revocation of currency

(a)

Notwithstanding any other term of this Agreement, if before 9.30 a.m. on any Rate Fixing Day the Facility Agent receives notice from a Lender that:

(i)

the Optional Currency in which the Loan is to be denominated when requested is not readily available to it in the relevant interbank market in the amount and for the period required; or

(ii)

participating in a Loan in the proposed Optional Currency might contravene any law or regulation applicable to it,

(b)

In this event:

(i)

that Lender must participate in the Loan in euros; and

(ii)

the share of that Lender in the Loan and any other similarly affected Lender(s) will be treated as a separate Loan denominated in euros during that Term.

(c)

Any part of a Loan treated as a separate Loan under this Subclause will not be taken into account for the purposes of any limit on the number of Loans or currencies outstanding at any one time.

6.5

Optional Currency equivalents

(a)

whether any limit under this Agreement has been exceeded;

(b)

the amount of a Loan;

(c)

the share of a Lender in a Loan; or

(d)

the amount of any repayment or prepayment of a Loan.

6.6

Notification

7.

REPAYMENT

(a)

Each Borrower must repay the Loans made to it in full on the Final Maturity Date.

(b)

Any Utilisation made by way of a Letter of Credit may be reborrowed as a Loan, to the extent the Letter of Credit is repaid.

8.

PREPAYMENT AND CANCELLATION

8.1

Mandatory prepayment - illegality

(a)

A Lender must notify the Company promptly if it becomes aware that it is unlawful in any jurisdiction for that Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any Utilisation.

(b)

If it becomes unlawful for the Issuing Bank to issue any Letter of Credit, it shall promptly notify the Facility Agent upon becoming aware of that event, and upon the Facility Agent notifying the Company, the Facility shall cease to be available for the issue of Letter of Credit.

(c)

After notification under paragraph (a) above:

(i)

each Borrower must repay or prepay the share of that Lender in each Utilisation made to it on the date specified in paragraph (d) below; and

(ii)

the Commitments of that Lender will be immediately cancelled.

(d)

The date for repayment or prepayment of a Lender’s share in a Utilisation will be:

(i)

the last day of the current Term of that Utilisation; or

(ii)

if earlier, the date specified by the Lender in the notification under paragraph (a) above and which must not be earlier than the last day of any applicable grace period allowed by law.

8.2

Mandatory prepayment - change of control

(a)

For the purposes of this Clause:

(i)

Mr. and/or ▇▇▇. ▇.▇. ▇▇▇▇▇▇ and/or their family (directly or indirectly through trusts and/or other entities controlled by any of the foregoing) (the Mittal Family) cease to be the beneficial owners of shares in the Company to which more than 35 per cent. of the voting rights attaching to the entire issued share capital of the Company attach; or

(ii)

a person other than a member of the Mittal Family is the beneficial owner of shares in the Company to which more voting rights attach than the voting rights attached to the Shares in the Company that are, at such date, beneficially owned by the Mittal Family; or

(iii)

a person other than a member of the Mittal Family controls the Company,

(b)

The Company must promptly notify the Facility Agent if it becomes aware of any change of control.

(c)

After a change of control, each Lender may, by notice to the Company and the Facility Agent within 30 days after receipt by it of the notification referred to in paragraph (b) above:

(A)

cancel that Lender’s Commitments; and

(B)

declare that Lender’s participation in all outstanding Utilisations, together with accrued interest and all other amounts accrued under the Finance Documents and owed to that Lender, to be immediately due and payable.

8.3

Mandatory prepayment – Target shares and assets disposals

(a)

In this Subclause:

(i)

including the amount of any inter-company loan repaid to the Borrower or the Target in connection with the related disposal of Shares or Target Assets;

(ii)

treating consideration initially received in a form other than Cash Equivalents or such other instruments as being received when and if that consideration is converted into Cash Equivalents;

(iii)

after deducting Taxes (and amounts reasonably reserved in respect of Taxes) payable by the Borrower or the Target in respect of that disposal; and

(iv)

after deducting proper costs and reasonable expenses incurred by the Borrower or the Target directly in connection with that disposal.

(b)

Within five Business Days after the receipt of any Target Net Proceeds in respect of any disposal of Shares by the Company or, if the consideration for that disposal exceeds €50,000,000 or the equivalent in any other currency, any disposal by the Target of any Target Assets after the Target becomes a member of the Group, the Borrower must notify the Facility Agent of the receipt, whereupon the Borrower will ensure that an amount equal to the Target Net Proceeds is applied to reduce the facilities as set out in paragraph (c) below.

(c)

Any Target Net Proceeds required by paragraph (b) above to be applied to reduce the facilities will be applied across outstandings under the Facility, the Mittal Refinancing Facility and the Mittal Acquisition Facility on a pro rata basis and as follows:

(i)

first, pro rata in prepayment of the Loans; and

(ii)

second, in permanent cancellation of any undrawn Commitments.

(d)

If any such Target Net Proceeds are not denominated in euros, the Target Net Proceeds will be notionally converted into euros at the Agent’s Spot Rate of Exchange on the date of the Company’s notice under paragraph (b) above and the amount by which each of the Facility, the Mittal Acquisition Facility and the Mittal Refinancing Facility are required to be reduced in accordance with paragraph (c) above will be that euro amount.

8.4

Mandatory prepayment Tranche A Facility and the Facility – disposals and debt and equity issuances

(a)

In this Subclause:

(i)

the amount received in Cash Equivalents (or other instruments which upon receipt are readily convertible into Cash Equivalents on reasonable commercial terms) by a member of the Group in respect of a Mittal Disposal:

(A)

including the amount of any inter-company loan repaid to continuing members of the Group in connection with the related Mittal Disposal;

(B)

treating consideration initially received in a form other than Cash Equivalents or such other instruments as being received when and if that consideration is converted into Cash Equivalents;

(C)

after deducting Taxes (and amounts reasonably reserved in respect of Taxes) payable by members of the Group in respect of that Mittal Disposal; and

(D)

after deducting proper costs and reasonable expenses incurred by members of the Group directly in connection with that Mittal Disposal;

(ii)

the amount received in Cash Equivalents by a member of the Group in respect of an Issue Event less all Taxes, commissions, reasonable fees and proper costs and expenses incurred by members of the Group directly in connection with that Issue Event;

(iii)

the proceeds received by any member of the Group from the issuance of any Debt Securities less any commissions, fees and costs and expenses payable by such member of the Group in respect of such Debt Securities;

(iv)

the proceeds received of any borrowings by any member of the Group under any Loan Facility less any commissions, fees and costs and expenses payable by such member of the Group in respect of such Loan Facility; or

(v)

the proceeds received by any member of the Group from any Bond Issuance less any commissions, fees and costs and expenses payable by such member of the Group in respect of such Bond Issuance.

(i)

the Facility, the Mittal Acquisition Facility and the Mittal Refinancing Facility;

(ii)

the Mittal April 2005 Facility;

(iii)

any Financial Indebtedness which is raised pursuant to a securitisation of receivables originated by Mittal Steel USA or any of its Subsidiaries and/or which is secured on, or the creditors of which have recourse primarily to, receivables and/or inventory of Mittal Steel USA and/or any of its Subsidiaries;

(iv)

any receivables or inventory financing entered into by Mittal Steel USA and/or any of its Subsidiaries;

(v)

the Mittal Letter of Credit Facility;

(vi)

any Financial Indebtedness, the proceeds of which, when aggregated with any amounts described in the definition of Debt Securities which are not applied in prepayment of the Facility, are in an amount less than US$750,000,000;

(vii)

any Existing Committed Financing and any loan or credit facilities the proceeds of which are used to refinance any Existing Committed Financing but only to the extent that the principal amount of such Existing Committed Financing is not increased since the date of this Agreement and the maturity of any such loan or credit facility is extended to a date falling after the Final Maturity Date; and

(viii)

any loan or credit facility representing Project Finance Indebtedness.

(b)

Within five Business Days after the receipt of any Bridge Net Proceeds the Borrower must notify the Facility Agent of the receipt, whereupon the Borrower will ensure that such Bridge Net Proceeds are applied to reduce each of the Tranche A Facilities and the Facility as set out in paragraph (c) below.

(c)

Any Bridge Net Proceeds required by paragraph (b) above to be applied to reduce each of the Tranche A Loans and the Loans will be applied across outstandings under such loans on a pro rata basis and as follows:

(i)

first, pro rata in prepayment of each of the Tranche A Loans and the Loans; and

(ii)

second, in permanent cancellation of any undrawn Tranche A Commitments and Commitments.

(d)

Any prepayment under subparagraph (i) above will be made at the end of the Term of the Tranche A Loans and the Loans which is current at the end of the relevant 5 Business Day period referred to in paragraph (b) above. Any cancellation under subparagraph (ii) above will take effect automatically at the end of the relevant five Business Day period referred to in paragraph (b) above.

(e)

To the extent that any proceeds have been received pursuant to a Bond Issuance which are required to be applied in accordance with this Clause 8.4 at a time when an Aval is outstanding and there are no Loans outstanding, such proceeds shall be placed into the Cash Collateral Account in escrow on behalf of the relevant Finance Party for application (to be determined) of the same.

8.5

Voluntary prepayment

(a)

The Company may, by giving not less than 10 Business Days’ prior notice to the Facility Agent, prepay (or ensure that a Borrower prepays) any Utilisation at any time in whole or in part.

(b)

A prepayment of part of a Utilisation must be in a minimum amount of €10,000,000 and an integral multiple of €5,000,000.

(c)

Any prepayment in whole or in part will be applied against the relevant participation of each Lender pro rata.

8.6

Automatic cancellation

8.7

Voluntary cancellation

(a)

The Company may, by giving not less than 10 Business Days’ prior notice to the Facility Agent, cancel the unutilised amount of the Total Commitments in whole or in part.

(b)

Partial cancellation of the Total Commitments must be in a minimum amount of €10,000,000 and an integral multiple of €5,000,000.

(c)

Any cancellation in part will be applied against the relevant Commitment of each Lender pro rata.

8.8

Involuntary prepayment and cancellation

(a)

If an Obligor is, or will be, required to pay to a Lender or to a tax authority:

(i)

a Tax Payment;

(ii)

an Increased Cost; or

(iii)

any amount under paragraph 3 of Schedule 4 (Calculation of Mandatory Cost),

(b)

After notification under paragraph (a) above:

(i)

each relevant Borrower must repay or prepay that Lender’s share in each Utilisation made to it on the date specified in paragraph (c) below; and

(ii)

the Commitments of that Lender will be immediately cancelled.

(c)

The date for repayment or prepayment of a Lender’s share in a Utilisation will be:

(i)

the last day of the current Term for that Utilisation; or

(ii)

if earlier, the date specified by the Company in its notification.

8.9

Re-borrowing of Loans

8.10

Miscellaneous provisions

(a)

Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must specify the relevant date(s) and the affected Utilisations and Commitments. The Facility Agent must notify the Lenders promptly of receipt of any such notice.

(b)

All prepayments under this Agreement must be made with accrued interest on the amount prepaid. No premium or penalty is payable in respect of any prepayment except for Break Costs.

(c)

The Majority Lenders may agree a shorter notice period for a voluntary prepayment or a voluntary cancellation.

(d)

No prepayment or cancellation is allowed except in accordance with the express terms of this Agreement.

(e)

No amount of the Total Commitments cancelled under this Agreement may subsequently be reinstated.

(f)

A reference in this Clause to the permanent cancellation of a Commitment shall mean that:

(i)

the Commitment for that Facility shall be reduced by that amount (but not below zero); and

(ii)

the Company must ensure that the Utilisations under that Facility do not exceed the Commitments under that Facility as so reduced.

(g)

No prepayment and/or cancellation can occur under this Agreement if as a result the Available Commitment (taking into account any cash collateral provided), would not be sufficient to meet the obligations under the Aval.

(h)

In the event that, at any time when an Aval remains outstanding, but no Loans are outstanding under this Agreement, proceeds are received by the Borrower or the Target which are required by the terms of this Agreement to be applied in mandatory prepayment of amounts outstanding under this Agreement, those proceeds shall be paid into a Cash Collateral Account pending application of the same in reimbursement of amounts owed to the Finance Parties or any of them as and when each such reimbursement obligation arises. Any such Cash Collateral Account opened pursuant to this clause 8.10 (h) shall be an interest bearing account in the name of the Borrower in respect of which the following conditions are met:

(i)

the account is with the Facility Agent;

(ii)

withdrawals from the account may only be made to pay a Finance Party amounts due and payable to it under this Agreement as and when such obligations arise until no Finance Party is under any obligation under this Agreement (actual or contingent); and

(iii)

the Borrower has executed a security document, in form and substance satisfactory to the Facility Agent creating a first ranking security interest over that account.

9.

INTEREST

9.1

Calculation of interest

(a)

Margin;

(b)

LIBOR or, in the case of Loans denominated in euro, EURIBOR; and

(c)

Mandatory Cost.

9.2

Payment of interest

9.3

Margin adjustments

(a)

In this Subclause:

(i)

Rating Agency means ▇▇▇▇▇’▇, S&P and Fitch or any other rating agency approved by the Company and the Majority Lenders.

(ii)

Long Term Credit Rating means, at any time in respect of a Rating Agency:

(A)

the long term credit rating published at that time by that Rating Agency in respect of the Company’s unsubordinated unsecured debt; or

(B)

if such a rating has not at that time been given by that Rating Agency, the long term corporate credit rating given to the Company at that time by that Rating Agency.

(iii)

Margin Certificate is a certificate, substantially in the form of Schedule 7 (Form of Margin Certificate), setting out the Long-Term Credit Rating as at the relevant date.

(iv)

Until the first Utilisation Date of a Loan the initial Margin shall be 0.575 per cent. per annum.

(v)

From the first Utilisation Date of a Loan, the Margin will be calculated by reference to the table below:

Long Term Credit Rating as

published by ▇▇▇▇▇’▇, S&P

and Fitch respectively

Baal/BBB+/BBB+

▇▇▇▇/▇▇▇/▇▇▇

▇▇▇▇/▇▇▇-/▇▇▇-

Below Baa3/BBB-/BBB-

(b)

The Company must give the Facility Agent a Margin Certificate within 5 Business Days after any notification to it by a Rating Agency of a change in, or the withdrawal of, its Long-Term Credit Rating.

(c)

If the same Margin is not applicable to the Long Term Credit Ratings given by each Rating Agency that at the relevant time has given a Long-Term Credit Rating, the applicable Margin will be the average of the Margins applicable to the relevant Long-Term Credit Ratings given to the Company by the Rating Agencies at the relevant time, as set out in the table in sub-paragraph (v) above.

(d)

If only one Long-Term Credit Rating is given to the Company by the Rating Agencies at the relevant time, the Margin will be equal to the Margin applicable to that Long-Term Credit Rating.

(e)

Any change in the Margin, will subject to paragraph (f) below, apply on the Business Day following receipt by the Facility Agent of the change in rating.

(f)

For so long as an Event of Default is outstanding or the Company has no Long Term Credit Rating from any Rating Agency, the Margin will be the highest applicable rate set out in paragraph (v) above.

9.4

Interest on overdue amounts

(a)

If an Obligor fails to pay any amount payable by it under the Finance Documents, it must immediately on demand by the Facility Agent pay interest on the overdue amount from its due date up to the date of actual payment, both before, on and after judgment.

(b)

Interest on an overdue amount is payable at a rate determined by the Facility Agent to be one per cent. per annum above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount. For this purpose, the Facility Agent may (acting reasonably):

(i)

select successive Terms of any duration of up to three months; and

(ii)

determine the appropriate Rate Fixing Day for that Term.

(c)

Notwithstanding paragraph (b) above, if the overdue amount is a principal amount of a Loan and becomes due and payable before the last day of its current Term, then:

(i)

the first Term for that overdue amount will be the unexpired portion of that Term; and

(ii)

the rate of interest on the overdue amount for that first Term will be one per cent. per annum above the rate then payable on that Loan.

(d)

Interest (if unpaid) on an overdue amount will be compounded with that overdue amount at the end of each of its Terms but will remain immediately due and payable.

9.5

Notification of rates of interest

10.

TERMS

10.1

Selection

(a)

Each Loan has successive Terms.

(b)

A Borrower must select the first Term for a Loan in the relevant Request and each subsequent Term in an irrevocable notice received by the Facility Agent not later than 11.00 a.m. one Business Day before the Rate Fixing Day for that Term. Each Term for a Loan will start on its Utilisation Date or on the expiry of its preceding Term.

(c)

If a Borrower fails to select a Term for an outstanding Loan under paragraph (b) above, that Term will, subject to the other provisions of this Clause, be three months.

(d)

Subject to the following provisions of this Clause, each Term for a Loan will be one, two, three or six months or any other period agreed by the Company and the Lenders.

10.2

Consolidation

10.3

No overrunning the applicable Final Maturity Date

10.4

Other adjustments

10.5

Notification

11.

MARKET DISRUPTION

11.1

Failure of a Reference Bank to supply a rate

11.2

Market disruption

(a)

In this Clause, each of the following events is a market disruption event:

(i)

IBOR is to be calculated by reference to the Reference Banks but no, or only one, Reference Bank supplies a rate by 12.00 noon on the Rate Fixing Day; or

(ii)

the Facility Agent receives by close of business on the Rate Fixing Day notification from Lenders whose shares in the relevant Loan exceed 50 per cent. of that Loan that the cost to them of obtaining matching deposits in the relevant interbank market is in excess of IBOR for the relevant Term.

(b)

The Facility Agent must promptly notify the Company and the Lenders of a market disruption event.

(c)

After notification under paragraph (b) above, the rate of interest on each Lender’s share in the affected Loan for the relevant Term will be the aggregate of the applicable:

(i)

Margin;

(ii)

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

(iii)

Mandatory Cost.

11.3

Alternative basis of interest or funding

(a)

If a market disruption event occurs and the Facility Agent or the Company so requires, the Company and the Facility Agent must enter into negotiations for a period of not more than 30 days with a view to agreeing an alternative basis for determining the rate of interest and/or funding for the affected Loan.

(b)

Any alternative basis agreed will be, with the prior consent of all the Lenders, binding on all the Parties.

12.

TAXES

12.1

General

12.2

Tax gross-up

(a)

Each Obligor must make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

If an Obligor or a Lender is aware that an Obligor must make a Tax Deduction (or that there is a change in the rate or the basis of a Tax Deduction), it must promptly notify the Facility Agent. The Facility Agent must then promptly notify the affected Parties.

(c)

Except as otherwise provided in this Agreement, if a Tax Deduction is required by law to be made by an Obligor or the Facility Agent, the amount of the payment due from the Obligor will be increased to an amount which (after making the Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)

If an Obligor is required to make a Tax Deduction, that Obligor must make the minimum Tax Deduction allowed by law and must make any payment required in connection with that Tax Deduction within the time allowed by law.

(e)

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

12.3

Tax indemnity

(a)

Except as provided below, the Company must indemnify a Finance Party against any loss or liability which that Finance Party (in its absolute discretion) determines will be or has been suffered (directly or indirectly) by that Finance Party for or on account of Tax in relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document.

(b)

Paragraph (a) above does not apply to any Tax assessed on a Finance Party under the laws of the jurisdiction in which:

(i)

that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party has a Facility Office and is treated as resident for tax purposes; or

(ii)

that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

(c)

Paragraph (a) above does not apply to any loss or liability which is compensated under Clause 12.2 (Tax gross-up) or would have been compensated under that Clause but for an exception to the requirement to make such increased payment.

(d)

A Finance Party making, or intending to make, a claim under paragraph (a) above must promptly notify the Company of the event which will give, or has given, rise to the claim.

12.4

Tax Credit

(a)

a Tax Credit is attributable to that Tax Payment; and

(b)

it has obtained, used and retained that Tax Credit,

12.5

Stamp taxes

12.6

Value added taxes

(a)

Any amount payable under a Finance Document by an Obligor is exclusive of any value added tax or any other Tax of a similar nature which might be chargeable in connection with that amount. If any such Tax is chargeable, the Obligor must pay to the Finance Party (in addition to and at the same time as paying that amount) an amount equal to the amount of that Tax.

(b)

Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party must also at the same time pay and indemnify the Finance Party against all value added tax or any other Tax of a similar nature incurred by the Finance Party in respect of those costs or expenses but only to the extent that the Finance Party (acting reasonably) determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the ▇▇▇.

▇▇.

INCREASED COSTS

13.1

Increased Costs

(a)

the introduction of, or any change in, or any change in the interpretation, administration or application of, any law or regulation; or

(b)

compliance with any law or regulation made after the date of this Agreement.

13.2

Exceptions

(a)

compensated for under another Clause or would have been but for an exception to that Clause; or

(b)

attributable to a Finance Party or its Affiliate wilfully failing to comply with any law or regulation.

13.3

Claims

(a)

A Finance Party intending to make a claim for an Increased Cost must notify the Facility Agent of the circumstances giving rise to and the amount of the claim, following which the Facility Agent will promptly notify the Company.

(b)

Each Finance Party must, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Cost.

14.

MITIGATION

14.1

Mitigation

(a)

Each Finance Party must, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which result or would result in any Facility ceasing to be available or:

(i)

any Tax Payment or Increased Cost being payable to that Finance Party;

(ii)

that Finance Party being able to exercise any right of prepayment and/or cancellation under this Agreement by reason of any illegality; or

(iii)

that Finance Party incurring any cost of complying with the minimum reserve requirements of the European Central Bank,

(b)

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

(c)

The Company must indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of any step taken by it under this Subclause.

(d)

A Finance Party is not obliged to take any step under this Subclause if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

14.2

Conduct of business by a Finance Party

(a)

interfere with the right of any Finance Party to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit;

(b)

oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it in respect of Tax or the extent, order and manner of any claim; or

(c)

oblige any Finance Party to disclose any information relating to its affairs (Tax or otherwise) or any computation in respect of Tax.

15.

PAYMENTS

15.1

Place

(a)

in the principal financial centre of the country of the relevant currency; or

(b)

in the case of euro, in the principal financial centre of a Participating Member State or London,

15.2

Funds

15.3

Distribution

(a)

Each payment received by the Facility Agent under the Finance Documents for another Party must, except as provided below, be made available by the Facility Agent to that Party by payment (as soon as practicable after receipt) to its account with such office or bank:

(i)

in the principal financial centre of the country of the relevant currency; or

(ii)

in the case of euro, in the principal financial centre of a Participating Member State or London,

(b)

The Facility Agent may apply any amount received by it for an Obligor in or towards payment (as soon as practicable after receipt) of any amount due from that Obligor under the Finance Documents or in or towards the purchase of any amount of any currency to be so applied.

(c)

Where a sum is paid to the Facility Agent under this Agreement for another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received it. However, the Facility Agent may assume that the sum has been paid to it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been received by the Facility Agent, that Party must immediately on demand by the Facility Agent refund any corresponding amount made available to it together with interest on that amount from the date of payment to the date of receipt by the Facility Agent at a rate calculated by the Facility Agent to reflect its cost of funds.

15.4

Currency

(a)

Unless a Finance Document specifies that payments under it are to be made in a different manner, the currency of each amount payable under the Finance Documents is determined under this Clause.

(b)

Interest is payable in the currency in which the relevant amount in respect of which it is payable is denominated.

(c)

A repayment or prepayment of any principal amount is payable in the currency in which that principal amount is denominated on its due date.

(d)

Amounts payable in respect of Taxes, fees, costs and expenses are payable in the currency in which they are incurred.

(e)

Each other amount payable under the Finance Documents is payable in dollars.

15.5

No set-off or counterclaim

15.6

Business Days

(a)

If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment will 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 that principal at the rate payable on the original due date.

15.7

Partial payments

(a)

If any Administrative Party receives a payment insufficient to discharge all the amounts then due and payable by the Obligors under the Finance Documents, the Administrative Party must apply that payment towards the obligations of the Obligors under the Finance Documents in the following order:

(i)

first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Administrative Parties and the Issuing Bank under the Finance Documents;