Dated 7 July 2009

Exhibit 10(c)

CONFORMED COPY

Dated

7 July 2009

(1)	Western Power Distribution (South West) Plc as the Company

(2)	HSBC Bank plc, Lloyds TSB Bank plc and Clydesdale Bank PLC as Mandated Lead Arrangers

(3)	HSBC Bank plc as Facility Agent

£210,000,000 Multicurrency Revolving Facility Agreement

Eversheds LLP One ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇	Tel Fax Int DX	▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Cheapside 8
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CONTENTS

Clause		Page

1	INTERPRETATION		1
2	THE FACILITY		17
3	PURPOSE		18
4	CONDITIONS PRECEDENT		18
5	UTILISATION		19
6	OPTIONAL CURRENCIES		20
7	REPAYMENT		22
8	PREPAYMENT AND CANCELLATION		23
9	INTEREST		26
11	MARKET DISRUPTION		27
12	TAXES		29
13	INCREASED COSTS		32
14	MITIGATION		33
15	PAYMENTS		34
16	REPRESENTATIONS		37
17	INFORMATION COVENANTS		40
18	FINANCIAL COVENANTS		44
19	GENERAL COVENANTS		47
20	DEFAULT		53
21	THE ADMINISTRATIVE PARTIES		56
22	EVIDENCE AND CALCULATIONS		63
23	FEES		64
24	INDEMNITIES AND BREAK COSTS		65
25	EXPENSES		66
26	AMENDMENTS AND WAIVERS		67
27	CHANGES TO THE PARTIES		68
28	DISCLOSURE OF INFORMATION		71
29	SET-OFF		72
30	PRO RATA SHARING		72
31	SEVERABILITY		74
32	COUNTERPARTS		74
33	NOTICES		74
34	LANGUAGE		76
35	GOVERNING LAW		76
36	ENFORCEMENT		76
Schedules
1	Original Parties		78
2	Conditions Precedent Documents		79
3	Form of Request		80
4	Calculation of the mandatory cost		81
6	Intentionally left blank		87
7	Form of Compliance Certificate		88

THIS AGREEMENT is dated 7 July 2009

BETWEEN:

(1)	WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC (registered number 02366894) (the Company);

(2)	HSBC BANK PLC, LLOYDS TSB BANK PLC and CLYDESDALE BANK PLC (each in this capacity as a Mandated Lead Arranger and together in this capacity, the Mandated Lead Arrangers);

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

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

IT IS AGREED as follows:

1.	INTERPRETATION

1.1	Definitions

In this Agreement:

“Acceptable Bank”	means a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investor Services Limited or a comparable rating from an internationally recognised credit rating agency.
“Act”	means the Electricity ▇▇▇ ▇▇▇▇ and, unless the context otherwise requires, all subordinate legislation made pursuant thereto.
“Administrative Party”	means a Mandated Lead Arranger or the Facility Agent.
“Affiliate”	means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company, and, in the case of Clydesdale Bank PLC only, includes National Australia Bank Limited (ABN 12 004 044 937).
“Applicable Accounting Principles”	means those accounting principles, standards and practices generally accepted in the United Kingdom and the accounting and reporting requirements of the Companies ▇▇▇ ▇▇▇▇, in each case as used in the Original Financial Statements.
“Authority”	means The Gas and Electricity Markets Authority established under Section 1 of the Utilities ▇▇▇ ▇▇▇▇.
“Availability Period”	means the period from and including the date of this Agreement to and including the date falling one month prior to the Final Maturity Date.
“Balancing and Settlement Code”	means the document, as modified from time to time, setting out the electricity balancing and settlement arrangements designated by the Secretary of State and adopted by The National Grid Company plc (Registered No. 2366977) or its successor pursuant to its transmission licence.
“Balancing and Settlement Code Framework”	means the agreement of that title, in the form approved by the Secretary of State, as amended from time to time, to which the Company is a party and by which the Balancing and Settlement Code is made binding upon the Company.
“Break Costs”	means the amount (if any) which a Lender is entitled to receive under this Agreement as compensation if any part of a Loan or overdue amount is prepaid.
“Business Day”	means a day (other than a Saturday or a Sunday) on which commercial banks are open in London and: (a) if on that day a payment in or a purchase of a currency (other than euro) is to be made, the principal financial centre of the country of that currency; or (b) if on that day a payment in or purchase of euro is to be made, which is also a TARGET Day.
“Commitment”	means: (a) in relation to an Original Lender, the Sterling amount set opposite its name under the heading “Commitment” in Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement; and (b) in relation to any other Lender, the Sterling amount of any Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement.
“Compliance Certificate”	means a certificate substantially in the form of Schedule 7 (Form of Compliance Certificate) setting out, among other things, calculations of the financial covenants.
“Debt Purchase Transaction”	means, in relation to a person, a transaction where such person: (a) purchases by way of assignment or transfer; (b) enters into any sub-participation in respect of; or (c) enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of, any Commitment or amount outstanding under this Agreement.
“Default”	means: (a) an Event of Default; or (b) an event which would be (with the lapse of time, 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.
“Environmental Law”	means all regulations and other laws concerning the protection of human health or the environment.
euro or euros or €	means the single currency of the Participating Member States.
“Event of Default”	means an event specified as such in this Agreement.
“Existing Facility Agreement”	means the revolving facility agreement dated 18 October 2002 between, among others, the Company as the borrower, Bayerische Landesbank acting through its London Branch, BNP Paribas, Fortis Bank S.A./N.V., Lloyds TSB Bank plc and WestLB AG, London Branch as the mandated lead arrangers and the Lloyds TSB Bank plc as the Facility Agent (as amended and restated from time to time).
“Facility”	means the revolving loan facility made available under this Agreement as described in Clause 2 (The Facility).
“Facility Office”	means the office(s) notified by a Lender to the Facility 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 its obligations under this Agreement.
“Fee Letter”	means any letter entered into by reference to this Agreement between one or more Administrative Parties and the Company setting out the amount of certain fees referred to in the Agreement.
“Final Maturity Date”	means the third anniversary of the date of this Agreement.
“Finance Document”	means: (a) this Agreement; (b) a Fee Letter; (c) a Transfer Certificate; or (d) any other document designated as such by the Facility Agent and the Company.
“Finance Party”	means a Lender or an Administrative Party.
“Financial Indebtedness”	means any indebtedness for or in respect of: (a) moneys borrowed; (b) any acceptance credit; (c) any bond, note, debenture, loan stock or other similar instrument; (d) any redeemable preference share; (e) any finance or capital lease; (f) receivables sold or discounted (otherwise than on a non-recourse basis); (g) the acquisition cost of any asset to the extent payable 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, except for non-payment of an amount, the then ▇▇▇▇ to market value of the 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; (j) 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 any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in paragraphs (a) to (j) above.
“Group”	means the Company and its Subsidiaries.
“Holding Company”	means in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.
“Increased Cost”	means: (a) an additional or increased cost; (b) a reduction in the rate of return under a Finance Document or on its overall capital; or (c) a reduction of an amount due and payable under any Finance Document, which is incurred or suffered by a Finance Party or any of its Affiliates but only to the extent attributable to that Finance Party having entered into any Finance Document or funding or performing its obligations under any Finance Document.
“Information Package”	means the information package in the form approved by the Company concerning the Group which, at the Company’s request and on its behalf, was prepared in relation to this transaction and distributed by the Mandated Lead Arrangers to selected financial institutions before the date of this Agreement and which includes, amongst other things, a document entitled ‘Presentation to Banks May 2009’.
“ITA”	means the Income Tax ▇▇▇ ▇▇▇▇.
Legal Reservations	means (a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors; (b) the time barring of claims under the Limitation ▇▇▇ ▇▇▇▇ and the Foreign Limitation Periods ▇▇▇ ▇▇▇▇, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim; (c) similar principles, rights and defences under the laws of any jurisdiction in which a member of the Group or a Holding Company of the Company is incorporated; and (d) any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion provided under Schedule 2.
Lender	means: (a) an Original Lender; or (b) any person which becomes a Lender after the date of this Agreement.
“LIBOR”	means for a Term of any Loan or overdue amount: (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, as of 11.00 a.m. on the Rate Fixing Day for the offering of deposits in the currency of that Loan or overdue amount for a period comparable to that Term.
“Licence”	means: (a) the electricity distribution licence made and treated as granted to the Company under Section 6(1)(c) of the Act pursuant to a licensing scheme made by the Secretary of State under Part II of Schedule 7 to the Utilities ▇▇▇ ▇▇▇▇ on 28 September, 2001; or (b) any statutory amendment or replacement licence or licences granted pursuant to the Utilities ▇▇▇ ▇▇▇▇ which permit the Company to distribute electricity in the area it is certified to operate in.
“Loan”	means, unless otherwise stated in this Agreement, the principal amount of each borrowing under this Agreement or the principal amount outstanding of that borrowing.
Majority Lenders	means, at any time, Lenders: (a) whose share in the outstanding Loans and whose undrawn Commitments then aggregate 662/3 per cent. or more of the aggregate of all the outstanding Loans and the undrawn Commitments of all the Lenders; (b) if there is no Loan then outstanding, whose undrawn Commitments then aggregate 662/3 per cent. or more of the Total Commitments; or (c) if there is no Loan then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated 662/3 per cent. or more of the Total Commitments immediately before the reduction.
“Mandatory Cost”	means the cost of complying with certain regulatory requirements, expressed as a percentage rate per annum and calculated by the Facility Agent under Schedule 4 (Calculation of the Mandatory Cost).
“Margin”	means 2.50% per annum.
“Material Adverse Effect”	means a material adverse effect on the ability of the Company to perform: (a) its payment obligations under the Finance Documents; or (b) its obligations under clauses 18.3 (Interest Cover) or 18.4 (Asset Cover) of this Agreement.
“Material Subsidiary”	means, at any time, a Subsidiary of the Company whose gross assets or gross revenues (on an unconsolidated basis and excluding intra-Group items) then equal or exceed 10 per cent. of the gross assets or gross revenues of the Group. For this purpose: (a) the gross assets or gross revenues 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 Subsidiary of the 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 gross revenues of that Subsidiary will be determined from its latest financial statements; (c) the gross assets or gross revenues of the Group will be determined from the Company’s latest audited financial statements, adjusted (where appropriate) to reflect the gross assets or gross revenues 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. If there is a dispute as to whether or not a company is a Material Subsidiary, a certificate of the auditors of the Company will be, in the absence of manifest error, conclusive.
“Maturity Date”	means the last day of the Term of a Loan.
“OFGEM”	means the Office of Gas and Electricity Markets.
“Original Financial Statements”	means the audited consolidated financial statements of the Company for the year ended 31 March, 2008.
“Participating Member State”	means a member state of the European Community that adopts or has adopted the euro as its lawful currency under the legislation of the European Community relating to Economic and Monetary Union.
“Party”	means a party to this Agreement.
“Pro Rata Share”	means: (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 Commitment 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.
“PUHCA”	means the Public Utility Holding Company Act of 2005, as amended, of the United States of America.

“Rate Fixing Day”

means:

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

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

or such other day as the Facility Agent determines is generally treated as the rate fixing day by market practice in the relevant interbank market.

“Reference Banks”	means the Facility Agent, Lloyds TSB Bank plc and Clydesdale Bank PLC and any other bank or financial institution appointed as such by the Facility Agent under this Agreement.
“Repeating Representations”	means the representations which are deemed to be repeated under this Agreement.
“Request”	means a request for a Loan, substantially in the form of Schedule 3 (Form of Request).
“Rollover Loan”	means one or more Loans: (a) to be made on the same day that a maturing Loan is due to be repaid; (b) the aggregate amount of which is equal to or less than the maturing Loan; (c) in the same currency as the maturing Loan; and (d) to be made for the purpose of refinancing a maturing Loan.
“Screen Rate”	means the British Bankers’ Association Interest Settlement Rate (if any) for the relevant currency and Term displayed on the appropriate page of the Reuters screen. If the relevant page is replaced or the service ceases to be available, the Facility Agent (after consultation with the Company and the Lenders) may specify another page or service displaying the appropriate rate.
“Secretary of State”	means the Secretary of State for Trade and Industry.
“Security Interest”	means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having a similar effect.
“Sterling” and “£”	mean the lawful currency of the United Kingdom.
“Subsidiary”	(a) a subsidiary within the meaning of section 1159 of the Companies ▇▇▇ ▇▇▇▇; and (b) unless the context otherwise requires, a subsidiary undertaking within the mean of section 1162 of the Companies ▇▇▇ ▇▇▇▇.
“TARGET2”	means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single platform and which was launch on 19 November 2007.
“TARGET Day”	means any day on which TARGET2 is open for the settlement of payments in euro.
“Tax”	means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty, addition to tax or any interest payable in connection with any failure to pay or any delay in paying any of the same.)
“Tax Deduction”	means a deduction or withholding for or on account of Tax from a payment under a Finance Document.
“Tax Payment”	means a payment made by the Company to a Finance Party in any way relating to a Tax Deduction or under any indemnity given by the Company in respect of Tax under any Finance Document.
“Taxes Act”	means the Income and Corporation Taxes ▇▇▇ ▇▇▇▇.
“Term”	means each period determined under this Agreement by reference to which interest on a Loan or an overdue amount is calculated.
“Total Commitments”	means the aggregate of the Commitments, being £210,000,000 at the date of this Agreement.
“Transfer Certificate”	means a certificate, substantially in the form of Schedule 5 (Form of Transfer Certificate), with such amendments as the Facility Agent may approve or reasonably require or any other form agreed between the Facility Agent and the Company.
“U.K.”	means the United Kingdom.
“U.S. Dollars and U.S.$”	means the lawful currency for the time being of the United States of America.
“Unpaid Sum”	means any sum due and payable but unpaid by the Company under the Finance Documents.
“Utilisation Date”	means each date on which the Facility is utilised.

1.2	Construction

1.2.1

The following definitions have the meanings given to them in clause 18.1 (Financial covenants):

1.2.1.1

Consolidated EBITDA;

1.2.1.2

Interest Payable;

1.2.1.3

Measurement Period;

1.2.1.4

Regulatory Asset Base; and

1.2.1.5

Total Net Debt.

1.2.2

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

1.2.2.1

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

1.2.2.2

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

1.2.2.3

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

1.2.2.4

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

1.2.2.5

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

1.2.2.6

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;

1.2.2.7

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;

1.2.2.8

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;

1.2.2.9

the winding-up of a person includes the administration, dissolution or liquidation or other like process of that person, any composition or arrangement with the creditors, amalgamation, reconstruction, reorganisation or consolidation pursuant to Part XXVI of the Companies ▇▇▇ ▇▇▇▇ proposed or carried out in respect of that person or a company voluntary arrangement pursuant to the Insolvency ▇▇▇ ▇▇▇▇ carried out or proposed in respect of that person;

1.2.2.10

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

1.2.2.11

a Default (other than an Event of Default) being outstanding means that it has not been remedied or waived and an Event of Default being outstanding means that it has not been waived;

1.2.2.12

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

1.2.2.13

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

1.2.2.14

a person includes its successors in title, permitted assigns and permitted transferees;

1.2.2.15

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

1.2.2.16

a time of day is a reference to London time.

1.2.3

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:

1.2.3.1

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);

1.2.3.2

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

1.2.3.3

notwithstanding clause 1.2.3.1 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.

1.2.4

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

1.2.5

Unless the contrary intention appears:

1.2.5.1

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

1.2.5.2

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

1.2.5.3

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

1.2.6

The headings in this Agreement do not affect its interpretation.

2.	THE FACILITY

2.1	The Facility

Subject to the terms of this Agreement, the Lenders make available to the Company a revolving loan facility denominated in Sterling in an aggregate amount equal to the Total Commitments.

2.2	Nature of a Finance Party's rights and obligations

Unless otherwise agreed by all the Finance Parties:

2.2.1

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

2.2.2

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

2.2.3

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

2.2.4

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

2.2.5

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

2.2.6

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

PURPOSE

3.1

Purpose

The Company shall apply all amounts borrowed by it under the Facility towards:

3.1.1

the core working capital requirements of the Company (including the repayment of all loans made under the Existing Facility Agreement); and

3.1.2

general corporate purposes,

in each case, in compliance with the Licence.

3.2	No obligation to monitor

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

4.	CONDITIONS PRECEDENT

4.1	Conditions precedent documents

A Request may not be given until the Facility Agent has notified the Company and the Lenders that it has received all of the documents and evidence set out in Schedule 2 (Conditions precedent documents) in form and substance satisfactory to the Facility Agent. The Facility Agent must give this notification to the Company and the Lenders promptly upon being so satisfied.

4.2	Further conditions precedent

The obligations of each Lender to participate in any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Loan:

4.2.1

the Repeating Representations are correct in all material respects; and

4.2.2

no Default or, in the case of a Rollover Loan, no Event of Default is outstanding or would result from the Loan.

4.3	Maximum number

Unless the Facility Agent agrees, a Request may not be given if, as a result, there would be more than 15 Loans outstanding.

5.	UTILISATION

5.1	Giving of Requests

5.1.1

The Company may borrow a Loan by giving to the Facility Agent a duly completed Request.

5.1.2

Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Request is 11.00 a.m. one Business Day before the Rate Fixing Day for the proposed borrowing.

5.1.3

Each Request is irrevocable.

5.2	Completion of Requests

A Request for a Loan will not be regarded as having been duly completed unless:

5.2.1

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

5.2.2

The amount of the Loan requested is:

5.2.2.1

a minimum of £5,000,000 or its equivalent in accordance with Clause 6.5 (Optional Currency Equivalents), and an integral multiple of 1,000,000 units of that currency;

5.2.2.2

the maximum undrawn amount available under this Agreement for Loans under the Facility on the proposed Utilisation Date; or

5.2.2.3

such other amount as the Facility Agent may agree; and

5.2.3

the proposed Term complies with this Agreement.

Only one Loan may be requested in a Request.

5.3	Advance of Loan

5.3.1

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

5.3.2

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

5.3.3

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

5.3.3.1

its share in the Loans would exceed its Commitment; or

5.3.3.2

the Loans would exceed the Total Commitments.

5.3.4

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 Company on the Utilisation Date.

6.	OPTIONAL CURRENCIES

6.1

General

In this Clause:

Agent's Spot Rate of Exchange means the Facility Agent's spot rate of exchange for the purchase of the relevant currency in the London foreign exchange market with Sterling at or about 11.00 a.m. on a particular day.

Optional Currency means any currency (other than Sterling) in which a Loan may be denominated under this Agreement.

Pre-approved Currency means U.S.$ and euro.

Sterling Amount of a Loan or part of a Loan means:

6.1.1

if the Loan is denominated in Sterling, its amount; or

6.1.2

in the case of any Loan denominated in an Optional Currency, its equivalent in Sterling calculated on the basis of the Agent's Spot Rate of Exchange one Business Day before the Rate Fixing Day for that Term.

6.2

Selection

6.2.1

The Company must select the currency of a Loan in its Request. The Company may select Sterling or an Optional Currency for a Loan.

6.2.2

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

6.3	Selection of Optional Currencies

6.3.1

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

6.3.1.1

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

6.3.1.2

that Optional Currency is a Pre-approved Currency or has been previously approved by the Facility Agent (acting on the instruction of all the Lenders) on or prior to receipt by the Facility Agent of the relevant Request for that Loan.

6.3.2

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

6.3.2.1

whether or not the Lenders have given their approval; and

6.3.2.2

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

6.4	Revocation of currency

6.4.1

Notwithstanding any other term of this Agreement, if before 12 noon on any Rate Fixing Day the Facility Agent receives notice from a Lender that:

6.4.1.1

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

6.4.1.2

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

the Facility Agent must give notice to the Company to that effect promptly and in any event before 5.00 p.m. on that day.

6.4.2

In this event:

6.4.2.1

that Lender must participate in the Loan in Sterling; and

6.4.2.2

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

6.4.3

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.

6.4.4

A Loan will still be treated as a Rollover Loan if it is not denominated in the same currency as the maturing Loan by reason only of the operation of this Subclause.

6.5	Optional Currency equivalents

Except as expressly provided in this Agreement, the equivalent in Sterling of a Loan or part of a Loan in an Optional Currency for the purposes of calculating:

6.5.1

whether any limit under this Agreement has been exceeded;

6.5.2

the amount of a Loan;

6.5.3

the share of a Lender in a Loan;

6.5.4

the amount of any repayment of a Loan; or

6.5.5

the undrawn amount of a Lender's Commitment,

is its Sterling Amount.

6.6	Notification

The Facility Agent must notify the Lenders and the Company of the relevant Sterling Amount (and the applicable Agent's Spot Rate of Exchange) by 3:00pm one Business Day before the Rate Fixing Date.

REPAYMENT

7.1	Repayment of Loans

7.1.1

The Company must repay each Loan in full on its Maturity Date. No Loan may be outstanding after the applicable Final Maturity Date.

7.1.2

Subject to the other terms of this Agreement, any amounts repaid under clause 7.1.1 above may be re-borrowed.

8.	PREPAYMENT AND CANCELLATION

8.1	Mandatory prepayment - illegality

8.1.1

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 Loan.

8.1.2

After notification under clause 8.1.1 above:

8.1.2.1

the Company must repay or prepay the share of that Lender in each Loan made to it on the date specified in clause 8.1.3 below; and

8.1.2.2

the Commitments of that Lender will be immediately cancelled.

8.1.3

The date for repayment or prepayment of a Lender's share in a Loan will be:

8.1.3.1

the Business Day following receipt by the Company of notice from the Lender under clause 8.1.1 above; or

8.1.3.2

if later, the latest date allowed by the relevant law.

8.2	Mandatory prepayment - change of control

If, except in the context of a group reorganisation where the Company continues to be controlled directly or indirectly, by PPL Corporation, the Company becomes aware of any person (whether alone or together with any associated person or persons) gaining control of the Company (for these purposes "associated person" means, in relation to any person, a person who is (i) "acting in concert" (as defined in the City Code on Takeovers and Mergers) with that person or (ii) a "connected person" (as defined in section 839 of the Taxes Act) of that person and "control" has the meaning given to it in Section 1159 of the Companies Act 2006):

8.2.1

within 5 days of such date, the Company shall give notice of such change of control to the Facility Agent;

8.2.2

the Lenders and the Company shall immediately enter into negotiations for a period of not more than 45 days from the date of the change of control with a view to agreeing whether the Facility shall continue to be made available and on what terms;

8.2.3

if no such agreement is reached within the said period of 45 days then:

8.2.3.1

any Lender may on 10 days' notice to the Facility Agent and to the Company require the repayment of its share in each Loan and cancel its Commitment; and

8.2.3.2

the Majority Lenders may on 10 days' notice to the Company require repayment in full of all outstanding Loans and cancel the Total Commitments; and

8.2.4

A Lender shall not be obliged to fund any further utilisations of the Facility (except for a Rollover Loan) during the negotiation period set out in clause 8.2.2, and if no agreement is reached within such negotiation period, during the 10 day notice period set out in clause 8.2.3.

8.3	Voluntary prepayment

8.3.1

The Company may, by giving not less than three Business Days' prior written notice to the Facility Agent, prepay any Loan at any time in whole or in part.

8.3.2

A prepayment of part of a Loan drawn in US Dollars must be in a minimum amount of $5,000,000 and an integral multiple of U.S. $1,000,000.

8.3.3

A prepayment of part of a Loan drawn in Sterling must be in a minimum amount of £5,000,000 and an integral multiple of £1,000,000.

8.3.4

A prepayment of part of a Loan drawn in euros must be in a minimum amount of €5,000,000 and an integral multiple of €1,000,000.

8.4	Automatic cancellation

The Commitments of each Lender will be automatically cancelled at the close of business on the last day of the relevant Availability Period.

8.5	Voluntary cancellation

8.5.1

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

8.5.2

Partial cancellation of the Total Commitments must be in a minimum amount of £5,000,000 and an integral multiple of £1,000,000.

8.5.3

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

8.6	Involuntary prepayment and cancellation

8.6.1

If the Company is, or will be, required to pay to a Lender a Tax Payment or an Increased Cost, the Company may, while the requirement continues, give notice to the Facility Agent requesting prepayment and cancellation in respect of that Lender.

8.6.2

After notification under clause 8.6.1 above:

8.6.2.1

the Company must repay or prepay that Lender's share in each Loan made to it on the date specified in clause 8.6.3 below; and

8.6.2.2

the Commitments of that Lender will be immediately cancelled.

8.6.3

The date for repayment or prepayment of a Lender's share in a Loan will be the last day of the current Term for that Loan or, if earlier, the date specified by the Company in its notification.

8.7	Re-borrowing of Loans

Any voluntary prepayment of a Loan may be re-borrowed on the terms of this Agreement. Any mandatory or involuntary prepayment of a Loan may not be re-borrowed.

8.8	Miscellaneous provisions

8.8.1

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

8.8.2

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.

8.8.3

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

8.8.4

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

8.8.5

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

INTEREST

9.1	Calculation of interest

The rate of interest on each Loan for each Term is the percentage rate per annum equal to the aggregate of the applicable:

9.1.1

Margin;

9.1.2

LIBOR; and

9.1.3

Mandatory Cost.

9.2	Payment of interest

Except where it is provided to the contrary in this Agreement, the Company must pay accrued interest on each Loan made to it on the last day of each Term and also, if the Term is longer than six months, on the dates falling at six-monthly intervals after the first day of that Term.

9.3	Interest on overdue amounts

9.3.1

If the Company 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.

9.3.2

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):

9.3.2.1

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

9.3.2.2

determine the appropriate Rate Fixing Day for that Term.

9.3.3

Notwithstanding clause 9.3.2 above, if the overdue amount is a principal amount of a Loan and becomes due and payable prior to the last day of its current Term, then:

9.3.3.1

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

9.3.3.2

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.

After the expiry of the first Term for that overdue amount, the rate on the overdue amount will be calculated in accordance with clause 9.3.2 above.

9.3.4

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.

9.4	Notification of rates of interest

The Facility Agent must promptly notify each relevant Party of the determination of a rate of interest under this Agreement.

10.

TERMS

10.1

Selection

10.1.1

Each Loan has one Term only.

10.1.2

The Company must select the Term for a Loan in the relevant Request.

10.1.3

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

10.1.4

A Term for a Loan shall start on the Utilisation Date for that Loan.

10.2	No overrunning the Final Maturity Date

If a Term would otherwise overrun the Final Maturity Date, it will be shortened so that it ends on the Final Maturity Date.

10.3	Other adjustments

The Facility Agent and the Company may enter into such other arrangements as they may agree for the adjustment of Terms and the consolidation and/or splitting of Loans.

10.4	Notification

The Facility Agent must notify the Company and the Lenders of the duration of each Term promptly after ascertaining its duration.

11.	MARKET DISRUPTION

11.1	Failure of a Reference Bank to supply a rate

If LIBOR is to be calculated by reference to the Reference Banks but a Reference Bank does not supply a rate by 12.00 noon on a Rate Fixing Day, the applicable LIBOR will, subject as provided below, be calculated on the basis of the rates of the remaining Reference Banks.

11.2	Market disruption

11.2.1

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

11.2.1.1

LIBOR 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

11.2.1.2

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 such Lenders are unable to obtain matching deposits in the relevant interbank market or the rate at which they can do so is in excess of LIBOR for the relevant Term.

11.2.2

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

11.2.3

After notification under clause 11.2.2 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:

11.2.3.1

Margin;

11.2.3.2

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

11.2.3.3

Mandatory Cost.

11.3	Alternative basis of interest or funding

11.3.1

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 and any future Loan.

11.3.2

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

12.

TAXES

12.1

General

In this Clause:

Tax Credit means a credit against any Tax or any relief or remission for Tax (or its repayment).

U.K. Lender means a Lender which is within the charge to U.K. corporation tax in respect of, and beneficially entitled to, a payment of interest on a Loan made by a person that was a bank for the purposes of section 879 of the ITA at the time the Loan was made.

12.2	Tax gross-up

12.2.1

The Company 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.

12.2.2

If:

12.2.2.1

a Lender is not, or ceases to be, a U.K. Lender; or

12.2.2.2

the Company or a Lender is aware that the Company 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.

12.2.3

Except as provided below, if a Tax Deduction is required by law to be made by the Company or the Facility Agent, the amount of the payment due from the Company 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.

12.2.4

Except as provided below, the Company is not required to make an increased payment under clause 12.2.3 above to a Lender that is not, or has ceased to be, a U.K. Lender in excess of the amount that the Company would have had to pay had the Lender been, or not ceased to be, a U.K. Lender.

12.2.5

Clause 12.2.4 above will not apply if the Lender has ceased to be a U.K. Lender by reason of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or double taxation agreement or any published practice or concession of any relevant taxing authority.

12.2.6

Where a Lender fails to give notice under clause 12.2.2 above within 60 days after it obtains knowledge (or, after reasonable due enquiry, ought to have obtained knowledge) of such event, then such Lender shall, with respect to any claim made by it under this Clause 12.2 (Tax gross-up), only be entitled to claim an increased payment for the period from and after the date that is 60 days prior to the date on which the Lender does give notice.

12.2.7

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

12.2.8

Within 30 days of making either a Tax Deduction or a payment required in connection with a Tax Deduction, the Company must deliver to the Facility Agent for the relevant Finance Party entitled to the payment a statement under section 975 of the ITA or other 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

12.3.1

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.

12.3.2

Clause 12.3.1 above does not apply to any Tax assessed on a Finance Party under the laws of the jurisdiction in which:

12.3.2.1

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

12.3.2.2

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

if that Tax is imposed on or calculated by reference to the net income received or receivable by that Finance Party. However, any payment deemed to be received or receivable, including any amount treated as income but not actually received by the Finance Party, such as a Tax Deduction, will not be treated as net income received or receivable for this purpose.

12.3.3

A Finance Party making, or intending to make, a claim under clause 12.3.1 above must promptly notify the Company of the event which will give, or has given, rise to the claim.

12.4	Tax Credit

If the Company makes a Tax Payment and the relevant Finance Party has obtained and used any Tax Credit that is attributable to that Tax Payment, then, if in its discretion (acting reasonably) it can do so without any further adverse consequences for it, that Finance Party must pay an amount to the Company which that Finance Party determines (in its discretion, acting reasonably) will leave it (after that payment) in the same after-tax position as it would have been in if the Tax Payment had not been required to be made by the Company. The relevant Finance Party shall take those steps it considers in its opinion reasonable to seek and claim any tax credit.

12.5	Tax Warranty of Lenders

Each Lender severally warrants to the Company on the date it becomes a Lender that it is a U.K. Lender. A Lender must promptly notify the Company if it ceases to be a U.K. Lender after this Agreement is entered into.

12.6	Stamp taxes

The Company must pay and indemnify each Finance Party against any stamp duty, registration or other similar Tax payable in connection with the entry into, performance or enforcement of any Finance Document, except for any such Tax payable in connection with the entry into of a Transfer Certificate.

12.7	Value added taxes

12.7.1

All costs and expenses payable under a Finance Document by the Company 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 Company 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.

12.7.2

The obligation of the Company under clause 12.7.1 above will be reduced to the extent that the Finance Party determines (acting reasonably) that it is entitled to repayment or a credit in respect of the relevant Tax.

13.	INCREASED COSTS

13.1	Increased Costs

Except as provided below in this Clause, the Company must pay to a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates as a result of:

13.1.1

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

13.1.2

compliance with any law or regulation,

made after the date of this Agreement.

13.2	Exceptions

The Company need not make any payment for an Increased Cost to the extent that the Increased Cost is:

13.2.1

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

13.2.2

a Tax on the overall net income of a Finance Party or any of its Affiliates;

13.2.3

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

13.2.4

incurred in any period or periods ending prior to the date falling 60 days before the date any demand in relation to that Increased Cost is made (save where the relevant Finance Party (after due enquiry) was unaware of the existence of such Increased Cost or where such Increased Cost is caused by reason of a change in (or in the interpretation, administration or application of) law with retrospective effect).

13.3

Claims

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

14.	MITIGATION

14.1	Mitigation

14.1.1

Each Finance Party must, in consultation with the Company (other than upon the occurrence of an event referred to at Clause 14.1.1.4 where no such consultation is required), take all reasonable steps to mitigate any circumstances which arise and which result or would result in:

14.1.1.1

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

14.1.1.2

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

14.1.1.3

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

14.1.1.4

the occurrence of any market disruption event,

including transferring its rights and obligations under the Finance Documents to an Affiliate or changing its Facility Office.

14.1.2

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.

14.1.3

Each Finance Party must promptly notify the Company of any circumstances as described in Clauses 14.1.1.1 to 14.1.1.4.

14.1.4

The Company must indemnify each Finance Party for all costs and expenses reasonably incurred by it as a result of any step taken under this Clause 14.1 (Mitigation).

14.1.5

This clause does not in any way limit the obligations of the Company under the Finance Documents.

14.2	Substitution

Notwithstanding Clause 14.1, if any circumstances arise which result in:

14.2.1

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

14.2.2

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

14.2.3

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

14.2.4

the occurrence of any market disruption event,

then the Company, at its expense, at any time within 180 days after the occurrence of the relevant event or circumstance, so long as no Default is outstanding, may by notice to such Finance Party require it (and, if applicable, its Affiliate) to novate all (and not part only) its rights and obligations hereunder (including its Commitments and its share of any Loans) in accordance with Clause 27 to a bank or financial institution specified by the Company and acceptable to the Facility Agent which is willing to take such a novation as aforesaid provided that:

14.2.5

such novation shall not conflict with or violate any law applicable to or binding on such Finance Party (or, if applicable, its Affiliate); and

14.2.6

the Company shall have paid to the Finance Party (or, if applicable, its Affiliate) all amounts accrued and owing hereunder.

Notwithstanding the above, the Company shall not be entitled to require a novation under this Clause 14.2 with respect to any Finance Party if:

14.2.7

the relevant Finance Party shall have mitigated the effect of the relevant event or circumstance as provided in Clause 14.1.1.1, and the novation would have no greater or further mitigating effect; or

14.2.8

the relevant event or circumstances are applicable to all Finance Parties.

14.3	Conduct of business by a Finance Party

No term of this Agreement will:

14.3.1

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

14.3.2

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

Unless a Finance Document specifies that payments under it are to be made in another manner, all payments by a Party (other than the Facility Agent) under the Finance Documents must be made to the Facility Agent to its account at such office or bank:

15.1.1

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

15.1.2

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

as it may notify to that Party for this purpose by not less than five Business Days' prior notice.

15.2

Funds

Payments under the Finance Documents to the Facility Agent must be made for value on the due date at such times and in such funds as the Facility 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.

15.3	Distribution

15.3.1

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:

15.3.1.1

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

15.3.1.2

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

as it may notify to the Facility Agent for this purpose by not less than five Business Days' prior notice.

15.3.2

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

15.3.3

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

15.4.1

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.

15.4.2

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

15.4.3

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

15.4.4

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

15.4.5

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

15.4.6

Any amount expressed to be payable in a currency other than Sterling shall be paid in that other currency.

15.5	No set-off or counterclaim

All payments made by the Company under the Finance Documents must be made without set-off or counterclaim.

15.6	Business Days

15.6.1

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) or whatever day the Facility Agent determines is market practice.

15.6.2

During any extension of the due date for payment of any principal (or overdue amount) under this Agreement interest is payable on that principal (or overdue amount) at the rate payable on the original due date.

15.7	Partial payments

15.7.1

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

15.7.1.1

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

15.7.1.2

secondly, in or towards payment pro rata of any accrued interest or fee due but unpaid under this Agreement;

15.7.1.3

thirdly, in or towards payment pro rata of any principal amount due but unpaid under this Agreement; and

15.7.1.4

fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

15.7.2

The Facility Agent must, if so directed by all the Lenders, vary the order set out in sub-clauses 15.7.1.1 to 15.7.1.4 above.

15.7.3

This Subclause will override any appropriation made by the Company.

15.8	Timing of payments

If a Finance Document does not provide for when a particular payment is due, that payment will be due within three Business Days of demand by the relevant Finance Party.

16.	REPRESENTATIONS

16.1	Representations

The representations set out in this Clause are made by the Company to each Finance Party.

16.2

Status

It is a limited liability company, duly incorporated and validly existing under the Companies ▇▇▇ ▇▇▇▇ in England and Wales.

16.3	Powers and authority

It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

16.4	Legal validity

Subject to any general principles of law limiting its obligations and referred to in any legal opinion required under this Agreement, each Finance Document to which it is a party is its legally binding, valid and enforceable obligation.

16.5	Non-conflict

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not conflict with any borrowing or other power or restricted granted or imposed by:

16.5.1

any law or regulation applicable to it and violation of which has or is likely to have a Material Adverse Effect; or

16.5.2

its constitutional documents.

16.6	No default

16.6.1

No Event of Default is continuing or might reasonably be expected to result from the making of any Loan.

16.6.2

No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which might have a Material Adverse Effect.

16.7	Authorisations

All authorisations required by it (including any authorisations required under PUHCA or the Act, if any) in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Finance Documents have been obtained or effected (as appropriate) and are in full force and effect.

16.8	Financial statements

Its audited consolidated financial statements most recently delivered to the Facility Agent (which, at the date of this Agreement, are the Original Financial Statements):

16.8.1

have been prepared in accordance with accounting principles and practices generally accepted in its jurisdiction of incorporation, consistently applied; and

16.8.2

fairly represent its consolidated financial condition as at the date to which they were drawn up,

except, in each case, as disclosed to the contrary in those financial statements..

16.9	No material adverse change

Other than as disclosed in writing to the Mandated Lead Arrangers prior to the date of this Agreement there has been no material adverse change in its consolidated financial condition since the date to which the Original Financial Statements were drawn up.

16.10

Litigation

No litigation, arbitration or administrative proceedings are current or, to its knowledge, pending or threatened, which, if adversely determined, are reasonably likely to have a Material Adverse Effect.

16.11

Winding Up

No meeting has been convened for its winding-up and, so far as it is aware, no petition, application or the like is outstanding for its winding-up.

16.12

Non-Violation of other Agreements:

Its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement do not and will not violate, to an extent or in a manner which has or is likely to have a Material Adverse Effect on it, any agreement to which it is a party or which is binding on it.

16.13

Governing Law and Enforcement

16.13.1

The choice of English law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation.

16.13.2

Any judgement obtained in England in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

16.14

Deduction of Tax

It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to a Lender which is a UK Lender.

16.15

No filing or stamp taxes

Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

16.16

No misleading information

16.16.1

Any factual information provided by any member of the Group for the purposes of the Information Package was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

16.16.2

The financial projections contained in the Information Package have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

16.16.3

Nothing has occurred or been omitted from the Information Package and no information has been given or withheld that results in the information contained in the Information Package being untrue or misleading in any material respect.

16.17

Pari Passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

16.18

Times for making representations

16.18.1

The representations set out in this Clause are made by the Company on the date of this Agreement.

16.18.2

The representations in Clauses 16.2 to 16.8 (inclusive), 16.10 to 16.13 (inclusive) are deemed to be repeated by the Company on the date of each Request and the first day of each Term.

16.18.3

When a representation is repeated, it is applied to the circumstances existing at the time of repetition.

17.	INFORMATION COVENANTS

17.1	Financial statements

17.1.1

The Company must supply to the Facility Agent in sufficient copies for all the Lenders:

17.1.1.1

its audited consolidated financial statements for each of its financial years; and

17.1.1.2

its interim consolidated financial statements for the first half-year of each of its financial years.

17.1.2

All financial statements must be supplied as soon as they are available and:

17.1.2.1

in the case of the Company's audited consolidated financial statements, within 180 days; and

17.1.2.2

in the case of the Company's interim financial statements, within 90 days,

of the end of the relevant financial period.

17.2	Form of Financial Statement

If any financial statement delivered or to be delivered to the Facility Agent under Clause 17.1 is not to be or, as the case may be, has not been prepared in accordance with Applicable Accounting Principles:

17.2.1

The Company and the Facility Agent (on behalf of and after consultation with all the Lenders) shall, on the request of the Facility Agent or the Company, negotiate in good faith with a view to agreeing such amendments to the above financial ratio and/or the definitions of the terms used in it as are necessary to give the Lenders comparable protection to that contemplated at the date of this Agreement;

17.2.2

If amendments are agreed by the Company and the Majority Lenders within 25 days, those amendments shall take effect in accordance with the terms of that agreement;

17.2.3

If such amendments are not so agreed within 25 days, the Company shall:

17.2.3.1

within 30 days after the end of that 25 day period; and

17.2.3.2

with all subsequent financial statements to be delivered to the Facility Agent under Clause 17.1,

deliver to the Facility Agent details of all such adjustments as need to be made to the relevant financial statements to bring them into line with the Companies ▇▇▇ ▇▇▇▇ (as in effect on the date of this Agreement) and Applicable Accounting Principles.

17.3	Compliance Certificate

17.3.1

The Company must supply to the Facility Agent a Compliance Certificate with each set of its financial statements, sent to the Facility Agent under this Agreement.

17.3.2

A Compliance Certificate must be signed by two directors of the Company.

17.4	Information - miscellaneous

The Company must supply to the Facility Agent, in sufficient copies for all the Lenders if the Facility Agent so requests:

17.4.1

copies of all documents despatched by the Company to its creditors generally or any class of them at the same time as they are despatched;

17.4.2

promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending and which might, if adversely determined, have a Material Adverse Effect;

17.4.3

promptly on request, a list of the then current Material Subsidiaries; and

17.4.4

promptly on request, such further information regarding the financial condition and operations of the Group as any Finance Party through the Facility Agent may reasonably request.

17.5	Notification of Default

17.5.1

The Company must notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

17.5.2

Promptly on request by the Facility Agent, the Company must supply to the Facility Agent a certificate signed by two of its directors on its behalf, certifying that no Default is outstanding or, if a Default is outstanding, specifying the Default and the steps, if any, being taken to remedy it.

17.6	Use of websites

17.6.1

Except as provided below, the Company may deliver any information under this Agreement to a Lender by posting it on to an electronic website if:

17.6.1.1

the Facility Agent and the Lender agree;

17.6.1.2

the Company and the Facility Agent designate an electronic website for this purpose;

17.6.1.3

the Company notifies the Facility Agent of the address of and password for the website; and

17.6.1.4

the information posted is in a format agreed between the Company and the Facility Agent.

The Facility Agent must supply each relevant Lender with the address of and password for the website.

17.6.2

Notwithstanding the above, the Company must supply to the Facility Agent in paper form a copy of any information posted on the website together with sufficient copies for:

17.6.2.1

any Lender not agreeing to receive information via the website; and

17.6.2.2

within ten Business Days of request any other Lender, if that Lender so requests.

17.6.3

The Company must promptly upon becoming aware of its occurrence, notify the Facility Agent if:

17.6.3.1

the website cannot be accessed;

17.6.3.2

the website or any information on the website is infected by any electronic virus or similar software;

17.6.3.3

the password for the website is changed; or

17.6.3.4

any information to be supplied under this Agreement is posted on the website or amended after being posted.

If the circumstances in sub-clauses 17.6.3.1 or 17.6.3.2 above occur, the Company must supply any information required under this Agreement in paper form.

17.7	Know your customer requirements

17.7.1

The Company must promptly on the request of any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all applicable know your customer requirements.

17.7.2

Each Lender must promptly on the request of the Facility Agent supply to the Facility Agent any documentation or other evidence which is reasonably required by the Facility Agent to carry out and be satisfied with the results of all know your customer requirements.

18.	FINANCIAL COVENANTS

18.1	Definitions

In this Clause:

Cash means, at any time, cash denominated in a currency of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State in hand or at bank and (in the latter case) credited to an account in the name of a member of the Group with an Acceptable Bank and to which a member of the Group is alone (or together with other members of the Group) beneficially entitled and for so long as:

(a)

that cash is repayable:

(i)

if that cash is deposited with a Lender, within 270 days after the relevant date of calculation; or

(ii)

if that cash is deposited with any other lender or financial institution, within 45 days after the relevant date of calculation;

(b)

repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition;

(c)

there is no Security Interest over that cash other than Security Interests permitted under Clause 19.5.3.9 (Negative pledge); and

(d)

the cash is freely and (except as mentioned in paragraph (a) above) immediately available to be applied in repayment or prepayment of the Facility.

Cash Equivalent Investments means at any time:

(a)

certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(b)

any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c)

commercial paper not convertible or exchangeable to any other security:

(i)

for which a recognised trading market exists;

(ii)

issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

(iii)

which matures within one year after the relevant date of calculation; and

(iv)

which has a credit rating of either A-1 or higher by Standard & Poor's Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇'▇ Investor Services Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d)

sterling bills of exchange eligible for rediscount at the Bank of England (or their dematerialised equivalent) and accepted by an Acceptable Bank;

(e)

any investment in money market funds which:

(i)

have a credit rating of either A-1 or higher by Standard & Poor's Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇'▇ Investor Services Limited;

(ii)

which invest substantially all their assets in securities of the types described in Clauses (a) to (d) above; and

(iii)

can be turned into cash on not more than 30 days' notice; or

(f)

any other debt security approved by the Majority Lenders,

in each case, denominated in a currency of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State and to which any member of the Group is alone (or together with other members of the Group beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security Interest (other than Security Interests permitted under Clause 19.5.3.9 (Negative pledge).

Consolidated EBITDA means the consolidated net pre-taxation profits of the Group for a Measurement Period as adjusted by:

(a)

adding back Interest Payable;

(b)

taking no account of any exceptional or extraordinary item;

(c)

excluding any amount attributable to minority interests;

(d)

adding back depreciation and amortisation; and

(e)

taking no account of any revaluation of an asset or any loss or gain over book value arising on the disposal of an asset (otherwise than in the ordinary course of trading) by a member of the Group during that Measurement Period.

Interest Payable means, in relation to any Measurement Period, all interest payable and similar charges of the Group expressed in Sterling and determined on a consolidated basis in accordance with Applicable Accounting Principles.

Measurement Period means a half-year of the Company.

Regulatory Asset Base means the regulatory asset base of the Company most recently published by OFGEM.

Total Net Debt means, in respect of the Company, at any time the consolidated Financial Indebtedness of the Company which is required to be accounted for as debt in the annual financial statements of the Company less the aggregate at such time of all Cash or Cash Equivalent Investments held by any member of the Group.

18.2	Interpretation

18.2.1

Except as provided to the contrary in this Agreement, an accounting term used in this Clause is to be construed in accordance with the principles applied in connection with the Original Financial Statements.

18.2.2

Any amount in a currency other than Sterling is to be taken into account at its Sterling equivalent calculated on the basis of:

18.2.2.1

the Facility Agent's spot rate of exchange for the purchase of the relevant currency in the London foreign exchange market with Sterling at or about 11.00 a.m. on the day the relevant amount falls to be calculated; or

18.2.2.2

if the amount is to be calculated on the last day of a financial period of the Company, the relevant rates of exchange used by the Company in, or in connection with, its financial statements for that period.

18.2.3

No item must be credited or deducted more than once in any calculation under this Clause.

18.3	Interest cover

The Company must ensure that the ratio of Consolidated EBITDA to Interest Payable is not, at the end of each Measurement Period, less than 3 to 1.

18.4	Asset Cover

The Company must ensure that the Total Net Debt does not at any time exceed 85% of its Regulatory Asset Base.

19.	General Covenants

19.1

General

The Company agrees to be bound by the covenants set out in this Clause relating to it and, where the covenant is expressed to apply to each member of the Group, the Company must ensure that each of its Subsidiaries performs that covenant.

19.2	Authorisations

The Company must promptly obtain, maintain and comply with the terms 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.

19.3	Compliance with laws

Each member of the Group must comply in all respects with all laws to which it is subject where failure to do so is reasonably likely to have a Material Adverse Effect.

19.4	Pari passu ranking

The Company must ensure that its payment obligations under the Finance Documents rank at least pari passu with all its other present and future unsecured payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

19.5	Negative pledge

In this clause 19.5, “Quasi-Security” means an arrangement or transaction described in clause 19.5.2 below.

19.5.1

Except as provided below, neither the Company nor any Material Subsidiary may create or allow to exist any Security Interest or Quasi-Security on any of its assets.

19.5.2

Except as provided below, neither the Company nor any Material Subsidiary may:

19.5.2.1

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by the Company or any Material Subsidiary;

19.5.2.2

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

19.5.2.3

enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

19.5.2.4

enter into any other preferential arrangement having a similar effect,

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

19.5.3.1

any Security Interest or Quasi-Security created under or in connection with or arising out of the Balancing and Settlement Code or any transactions or arrangements entered into in connection with the management of risks relating thereto;

19.5.3.2

in respect of overdue amounts which have not been overdue for more than 30 days and/or are being contested in good faith, liens arising solely by operation of law or by order of a court or tribunal (or by an agreement of similar effect) and/or in the ordinary course of business or operations;

19.5.3.3

any Security Interest or Quasi-Security created after the date of this Agreement for the sole purpose of re-financing all or any part of the Facility (at the option of the Company) provided that the monies borrowed or raised on such Security Interest or Quasi-Security shall, to that extent, be applied reasonably promptly in accordance with this Agreement in or towards repayment of the relevant Facility;

19.5.3.4

any Security Interest or Quasi-Security arising out of title retention provisions in a supplier's standard conditions of supply of goods acquired in the ordinary course of business or operations;

19.5.3.5

any Security Interest or Quasi-Security created on any asset acquired after the date of this Agreement for the sole purpose of financing or re-financing that acquisition and securing a principal, capital or nominal amount not exceeding the cost of that acquisition, provided that the Security Interest or Quasi-Security is removed or discharged within 6 months of the date of acquisition of such asset;

19.5.3.6

any Security Interest or Quasi-Security outstanding on or over any asset acquired after the date of this Agreement and in existence at the date of such acquisition, provided that the Security Interest or Quasi-Security is removed or discharged within 6 months of the date of acquisition of such asset;

19.5.3.7

any Security Interest or Quasi-Security created or outstanding on or over any asset of any company which becomes a Material Subsidiary of the Company after the date of this Agreement where such Security Interest or Quasi-Security is created prior to the date on which such company becomes a Material Subsidiary of the Company and is not created or increased in contemplation of such company being acquired and/or becoming a Material Subsidiary of the Company and the Security Interest or Quasi-Security is removed or discharged within 6 months of the date of such company becoming a Material Subsidiary of the Company;

19.5.3.8

any Security Interest or Quasi-Security created on any asset to secure any Financial Indebtedness incurred in connection with the financing of any asset or project in respect of which the repayment of that Financial Indebtedness is to be made from the revenues arising out of, or other proceeds of realisation from, that asset or project, with recourse to those revenues and proceeds and other assets used in connection with, or forming the subject matter of, that asset or project but without recourse (or with such limited recourse as the Majority Lenders may from time to time agree) to any other assets of the Group;

19.5.3.9

any netting arrangements under any swap or other hedging transaction which is on standard market terms;

19.5.3.10

any Security Interest or Quasi-Security created or outstanding with the prior approval of the Majority Lenders; and

19.5.3.11

any Security Interest or Quasi-Security created or outstanding on or over assets of the Company or any of its Material Subsidiaries provided that the aggregate outstanding principal or nominal amount secured by all Security Interests and Quasi-Security created or outstanding under this exception on or over such assets shall not at any time exceed £25,000,000 or its equivalent.

19.6

Disposals

19.6.1

Except as provided below, no member of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of all or any part of its assets (other than cash) where the higher of the market value and the net consideration receivable (when aggregated with the higher of the market value and the net consideration receivable from any previous disposal by members of the Group) exceeds £5,000,000 (or its equivalent) in total during the term of this Agreement.

19.6.2

Clause 19.6.1 does not apply to:

19.6.2.1

any disposal made in the ordinary course of business or operations of the disposing entity (including, without limitation, disposals of subsidiaries or lines of business, provided that this shall not include a disposal of the core electricity distribution business);

19.6.2.2

disposals on normal commercial terms of obsolete assets or assets no longer required for the purpose of the relevant Person's business or operations;

19.6.2.3

any realisation of investments acquired, purchased or made by the temporary application of funds not immediately required in the relevant Person's business or operations;

19.6.2.4

the exchange of assets for other assets of a similar or superior nature and value, or the sale of assets on normal commercial terms for cash which is payable in full on the completion of the sale and is to be, and is, applied in or towards the purchase of similar assets within 6 months;

19.6.2.5

the disposal of assets by one wholly-owned Subsidiary of the Company to another or (if the consideration for the disposal does not exceed a normal commercial consideration) to the Company by one of its Subsidiaries;

19.6.2.6

disposals in connection with sale-and-leaseback or sale and repurchase transactions or any other form of "off balance sheet" financing, provided that the aggregate book value (in the books of the disposing party) of all assets the subject of all such disposals made during the period commencing on the date of this Agreement and ending on the date when no amount remains to be lent or remains payable under this Agreement shall not exceed £50,000,000; and

19.6.2.7

any disposal which the Majority Lenders shall have agreed shall not be taken into account.

19.7	Environmental matters

The Company will and will ensure that its Material Subsidiaries will comply with all applicable Environmental Law and other regulations, orders or other law applicable to the conduct of the business of the supply or distribution of electricity, in each case, where failure to do so would have a Material Adverse Effect.

19.8

Insurance

Each member of the Group must insure its business and assets with insurance companies to such an extent and against such risks as that member of the Group reasonably considers to be appropriate, having regard to the insurance arrangements of companies engaged in similar business.

19.9	Merger The Company shall not enter into any amalgamation, demerger, merger or corporate reconstruction.

19.10

Change of business

The Company shall procure that no substantial change is made to the general nature of the business of the Company or the Group from that carried on at the date of this Agreement.

19.11

Acquisitions

Except as provided below, neither the Company nor any Material Subsidiary may acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them).

19.11.1

Provided that no Event of Default is continuing on the date of the acquisition or would occur as a result of the acquisition, Clause 19.11.1 does not apply to:

19.11.1.1

an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group as permitted under clause 19.6.2 above;

19.11.1.2

an acquisition where the consideration (including associated costs and expenses) for the acquisition (when aggregated with the consideration (including associated costs and expenses) for any other acquisition permitted under this paragraph during the term of this Agreement does not exceed 2.5% of the sum of the issued share capital, share premium and consolidated reserves (including retained earnings) of the Company, as shown by its most recent audited consolidated financial statements; and

19.11.1.3

any acquisition which the Majority Lenders shall have consented to in writing.

19.12

Prohibition on the Debt Purchase Transactions of the Group

The Company shall not, and shall procure that each other member of the Group shall not, enter into any Debt Purchase Transaction or beneficially own all or any part of the share capital of a company that is a Lender or a party to a Debt Purchase Transaction of the type referred to in paragraphs (b) and (c) of the definition of Debt Purchase Transaction.

20.

DEFAULT

20.1	Events of Default

Each of the events set out in this Clause is an Event of Default.

20.2	Non-payment

The Company fails to pay any sum payable under any Finance Document when due unless:

20.2.1

its failure to pay is caused by administrative or technical error; and

20.2.2

payment is made within 5 Business Days of its due date.

20.3	Breach of other obligations

20.3.1

The Company does not perform or comply with its obligations under Clause 18 (Financial covenants), Clause 19.5 (Negative Pledge), Clause 19.6 (Disposals) or Clause 19.11 (Acquisitions).

20.3.2

The Company does not perform or comply with any of its other obligations under any Finance Document in any material respect or any representation or warranty by the Company in this Agreement or in any document delivered under it is or proves to have been incorrect when made or deemed repeated, unless the non-compliance or circumstances giving rise to the misrepresentation, as the case may be, is capable of remedy and is not remedied within 30 Business Days of the earlier of the Facility Agent giving notice requiring the same to be remedied and the Company becoming aware of such non-compliance or misrepresentation, as the case may be.

20.4	Cross-default

20.4.1

Any Financial Indebtedness of the Company is not paid when due nor within any originally applicable grace period.

20.4.2

Any Financial Indebtedness of the Company is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

20.4.3

Any commitment for any Financial Indebtedness of the Company is cancelled or suspended by a creditor of the Company as a result of an event of default (however described).

20.4.4

Any creditor of the Company becomes entitled to declare any Financial Indebtedness of the Company due and payable prior to its specified maturity as a result of an event of default (however described).

20.4.5

No Event of Default will occur under this clause 20.4 unless and until the aggregate amount of such Financial Indebtedness falling within clauses 20.4.1 to 20.4.4 above is more than £20,000,000 or its equivalent in any other currency or currencies.

20.5	Insolvency

20.5.1

Any of the following occurs in respect of the Company:

20.5.1.1

it is unable to pay its debts generally as they fall due or it is deemed by a court of competent jurisdiction to be insolvent;

20.5.1.2

it suspends making payments on all or any class of its debts or publicly announces an intention to do so;

20.5.1.3

by reason of actual or anticipated financial difficulties, it begins negotiations with all or any class of its creditors for the general rescheduling of its indebtedness; or

20.5.1.4

a moratorium is declared in respect of any of its indebtedness.

20.5.2

If a moratorium occurs in respect of the Company, the ending of the moratorium will not remedy any Event of Default caused by the moratorium.

20.6	Insolvency proceedings

20.6.1

Except as provided below, any of the following occurs in respect of the Company:

20.6.1.1

any person presents a petition for its winding-up, administration or dissolution;

20.6.1.2

an order for its winding-up, administration or dissolution is made;

20.6.1.3

any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer is appointed in respect of it or any of its assets;

20.6.1.4

its directors or other officers request the appointment of a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer; or

20.6.1.5

any other analogous step or procedure is taken in any jurisdiction.

20.6.2

Clause 20.6.1 does not apply to (i) a petition for winding-up presented by a creditor which is being actively contested in good faith and with due diligence and with a reasonable prospect of success or (ii) a voluntary solvent winding-up, amalgamation, reconstruction or reorganisation or otherwise part of a solvent scheme of arrangement, in each case on terms approved by the Majority Lenders.

20.7	Creditors' process

A distress, attachment, execution or other legal process material in relation to the Company's ability to perform its payment obligations under this Agreement is levied, enforced or sued out on or against the assets of the Company and is not discharged or stayed within 90 days.

20.8

Licence

Either (1) the Authority gives notice in writing of the revocation of the Licence in accordance with its terms and that notice is not withdrawn or contested in good faith by appropriate proceedings or (2) the Licence is revoked, in either case, other than in circumstances which permit the Company or its Affiliates to carry on the distribution business of the Company either without a licence as a result of any change in the Act or regulatory regime or with a new licence, permitting the distribution of electricity in the authorised areas covered by the Licence, issued under the Act or pursuant to the Utilities Act, 2000.

20.9	Balancing and Settlement Code

20.9.1

The Company ceases to be a party to the Balancing and Settlement Code Framework Agreement other than in circumstances where the Company is able to carry its distribution business; or

20.9.2

the Company breaches the Balancing and Settlement Code and such breach has or is reasonably likely to have a Material Adverse Effect other than in circumstances where the Company is able to carry on its distribution business.

20.10

Unlawfulness and invalidity

20.10.1

It is or becomes unlawful for the Company to perform any of its obligations under the Finance Documents in any material respect.

20.10.2

Any obligation or obligations of the Company under any Finance Documents are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

20.11

Cessation of business

The Company suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business except as a result of a disposal permitted by clause 19.6.

20.12

Material Adverse Effect

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

20.13

Acceleration

If an Event of Default is outstanding, the Facility Agent may, and must if so instructed by the Majority Lenders, by notice to the Company:

20.13.1

cancel the Total Commitments; and/or

20.13.2

declare that all or part of any amounts outstanding under the Finance Documents are:

20.13.2.1

immediately due and payable; and/or

20.13.2.2

payable on demand by the Facility Agent acting on the instructions of the Majority Lenders.

Any notice given under this subclause will take effect in accordance with its terms.

21.	THE ADMINISTRATIVE PARTIES

21.1	Appointment and duties of the Facility Agent

21.1.1

Each Finance Party (other than the Facility Agent) irrevocably appoints the Facility Agent to act as its agent under the Finance Documents.

21.1.2

Each Finance Party irrevocably authorises the Facility Agent to:

21.1.2.1

perform the duties and to exercise the rights, powers and discretions that are specifically given to it under the Finance Documents, together with any other incidental rights, powers and discretions; and

21.1.2.2

execute each Finance Document expressed to be executed by the Facility Agent.

21.1.3

The Facility Agent has only those duties which are expressly specified in the Finance Documents. Those duties are solely of a mechanical and administrative nature.

21.2	Role of the Mandated Lead Arranger

Except as specifically provided in the Finance Documents, no Mandated Lead Arranger has any obligations of any kind to any other Party in connection with any Finance Document.

21.3	No fiduciary duties

Except as specifically provided in a Finance Document, nothing in the Finance Documents makes an Administrative Party a trustee or fiduciary for any other Party or any other person. No Administrative Party need hold in trust any moneys paid to it for a Party or be liable to account for interest on those moneys.

21.4	Individual position of an Administrative Party

21.4.1

If it is also a Lender, each Administrative Party has the same rights and powers under the Finance Documents as any other Lender and may exercise those rights and powers as though it were not an Administrative Party.

21.4.2

Each Administrative Party may:

21.4.2.1

carry on any business with the Company or its related entities (including acting as an agent or a trustee for any other financing); and

21.4.2.2

retain any profits or remuneration it receives under the Finance Documents or in relation to any other business it carries on with the Company or its related entities.

21.5

Reliance

The Facility Agent may:

21.5.1

rely on any notice or document believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person;

21.5.2

rely on any statement made by any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify;

21.5.3

engage, pay for and rely on professional advisers selected by it (including those representing a Party other than the Facility Agent); and

21.5.4

act under the Finance Documents through its personnel and agents.

21.6	Majority Lenders' instructions

21.6.1

The Facility Agent is fully protected if it acts on the instructions of the Majority Lenders in the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, the Facility Agent may act as it considers to be in the best interests of all the Lenders.

21.6.2

The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings in connection with any Finance Document.

21.6.3

The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders.

21.7	Responsibility

21.7.1

No Administrative Party is responsible to any other Finance Party for the adequacy, accuracy or completeness of:

21.7.1.1

any Finance Document or any other document; or

21.7.1.2

any statement or information (whether written or oral) made in or supplied in connection with any Finance Document.

21.7.2

Without affecting the responsibility of the Company for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms that it:

21.7.2.1

has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including the financial condition and affairs of the Company and its related entities and the nature and extent of any recourse against any Party or its assets); and

21.7.2.2

has not relied exclusively on any information provided to it by any Administrative Party in connection with any Finance Document.

21.7.3

21.7.3.1

Nothing in this Agreement will oblige the Facility Agent to satisfy any know your customer requirement in relation to the identity of any person on behalf of any Finance Party.

21.7.3.2

Each Finance Party confirms to the Facility Agent that it is solely responsible for any know your customer requirements it is required to carry out and that it may not rely on any statement in relation to those requirements made by any other person.

21.8	Exclusion of liability

21.8.1

The Facility Agent is not liable or responsible to any other Finance Party for any action taken or not taken by it in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

21.8.2

The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent, if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.

21.8.3

No Party may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in connection with any Finance Document. Any officer, employee or agent of the Facility Agent may rely on this Subclause and enforce its terms under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇.

21.9

Default

21.9.1

The Facility Agent is not obliged to monitor or enquire whether a Default has occurred. The Facility Agent is not deemed to have knowledge of the occurrence of a Default.

21.9.2

If the Facility Agent:

21.9.2.1

receives notice from a Party referring to this Agreement, describing a Default and stating that the event is a Default; or

21.9.2.2

is aware of the non-payment of any principal or interest or any fee payable to a Lender under this Agreement,

it must promptly notify the Lenders.

21.10

Information

21.10.1

The Facility Agent must promptly forward to the person concerned the original or a copy of any document which is delivered to the Facility Agent by a Party for that person.

21.10.2

Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

21.10.3

Except as provided above, the Facility Agent has no duty:

21.10.3.1

either initially or on a continuing basis to provide any Lender with any credit or other information concerning the risks arising under or in connection with the Finance Documents (including any information relating to the financial condition or affairs of the Company or its related entities or the nature or extent of recourse against any Party or its assets) whether coming into its possession before, on or after the date of this Agreement; or

21.10.3.2

unless specifically requested to do so by a Lender in accordance with a Finance Document, to request any certificate or other document from the Company.

21.10.4

In acting as the Facility Agent, the agency division of the Facility Agent is treated as a separate entity from its other divisions and departments. Any information acquired by the Facility Agent which, in its opinion, is acquired by it otherwise than in its capacity as the Facility Agent may be treated as confidential by the Facility Agent and will not be treated as information possessed by the Facility Agent in its capacity as such.

21.10.5

The Facility Agent is not obliged to disclose to any person any confidential information supplied to it by a member of the Group solely for the purpose of evaluating whether any waiver or amendment is required to any term of the Finance Documents.

21.10.6

The Company irrevocably authorises the Facility Agent to disclose to the other Finance Parties any information which, in its opinion, is received by it in its capacity as the Facility Agent.

21.11

Indemnities

21.11.1

Without limiting the liability of the Company under the Finance Documents, each Lender must indemnify the Facility Agent for that Lender's Pro Rata Share of any loss or liability incurred by the Facility Agent in acting as the Facility Agent, except to the extent that the loss or liability is caused by the Facility Agent's gross negligence or wilful misconduct or to the extent that the Facility Agent has been reimbursed in full by the Company for such loss or liability.

21.11.2

The Facility Agent may deduct from any amount received by it for a Lender any amount due to the Facility Agent from that Lender under a Finance Document but unpaid.

21.11.3

The Company must indemnify the Facility Agent against any loss or liability properly incurred by the Facility Agent as a result of:

21.11.3.1

investigating any event which the Facility Agent reasonably believes to be a Default; or

21.11.3.2

acting or relying on any notice which the Facility Agent reasonably believes to be genuine, correct and appropriately authorised.

21.12

Compliance

The Facility Agent may refrain from doing anything (including disclosing any information) which might, in its opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its opinion, is necessary or desirable to comply with any law or regulation.

21.13

Resignation of the Facility Agent

21.13.1

The Facility Agent may resign and appoint any of its Affiliates as successor Facility Agent by giving notice to the Lenders and the Company.

21.13.2

Alternatively, the Facility Agent may resign by giving notice to the Lenders and the Company, in which case the Majority Lenders may appoint a successor Facility Agent.

21.13.3

If no successor Facility Agent has been appointed under clause 21.13.2 above within 30 days after notice of resignation was given, the Facility Agent may appoint a successor Facility Agent.

21.13.4

The person(s) appointing a successor Facility Agent must, if practicable, consult with the Company prior to the appointment. Any successor Facility Agent must have an office in the U.K.

21.13.5

The resignation of the Facility Agent and the appointment of any successor Facility Agent will both become effective only when the successor Facility Agent notifies all the Parties that it accepts its appointment. On giving the notification, the successor Facility Agent will succeed to the position of the Facility Agent and the term "Facility Agent" will mean the successor Facility Agent.

21.13.6

The retiring Facility Agent must, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as the Facility Agent under the Finance Documents.

21.13.7

Upon its resignation becoming effective, this Clause will continue to benefit the retiring Facility Agent in respect of any action taken or not taken by it in connection with the Finance Documents while it was the Facility Agent, and, subject to Clause 21.13.6 above, it will have no further obligations under any Finance Document.

21.13.8

The Majority Lenders may, by notice to the Facility Agent, require it to resign under Clause 21.13.2 above.

21.14

Relationship with Lenders

21.14.1

The Facility Agent may treat each Lender as a Lender, entitled to payments under this Agreement and as acting through its Facility Office(s) until it has received not less than five Business Days' prior notice from that Lender to the contrary.

21.14.2

The Facility Agent may at any time, and must if requested to do so by the Majority Lenders, convene a meeting of the Lenders.

21.14.3

The Facility Agent must keep a register of all the Parties and supply any other Party with a copy of the register on request. The register will include each Lender's Facility Office(s) and contact details for the purposes of this Agreement.

21.15

Facility Agent's management time

If the Facility Agent requires, any amount payable to the Facility Agent by any Party under any indemnity or in respect of any costs or expenses incurred by the Facility Agent under the Finance Documents after the date of this Agreement may include the cost of using its management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the relevant Party. This is in addition to any amount in respect of fees or expenses paid or payable to the Facility Agent under any other term of the Finance Documents.

21.16

Notice period

Where this Agreement specifies a minimum period of notice to be given to the Facility Agent, the Facility Agent may, at its discretion, accept a shorter notice period.

22.	EVIDENCE AND CALCULATIONS

22.1	Accounts Accounts maintained by a Finance Party in connection with this Agreement are prima facie evidence of the matters to which they relate for the purpose of any litigation or arbitration proceedings.

22.2	Certificates and determinations Any certification or determination by a Finance Party of a rate or amount under the Finance Documents will be, in the absence of manifest error, conclusive evidence of the matters to which it relates.

22.3	Calculations

Any interest or fee accruing under this Agreement accrues from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 or 365 days or otherwise, depending on what the Facility Agent determines is market practice.

23.

FEES

23.1	Facility Agent's fee

The Company must pay to the Facility Agent for its own account an annual agency fee in the manner agreed between the Facility Agent and the Company.

23.2	Participation fee

The Company must pay a participation fee in the manner agreed between the Mandated Lead Arrangers and the Company.

23.3	Commitment fee

23.3.1

Subject to clause 23.3.2, the Company must pay a commitment fee computed at the rate of 50 per cent. of the Margin on the undrawn, uncancelled amount of each Lender's Commitment for the Availability Period calculated from the date of this Agreement.

23.3.2

If the first Utilisation Date occurs within 1 day of the date of this Agreement, then the commitment fee referred to in clause 23.3.1 above shall instead be calculated from that first Utilisation Date but, for the avoidance of doubt, if the first Utilisation Date occurs more than 1 day after the date of this Agreement, then the commitment fee shall be calculated from the date of this Agreement.

23.3.3

The commitment fee is payable quarterly in arrears. Accrued commitment fee is also payable to the Facility Agent for a Lender on the date its Commitment is cancelled in full.

23.4	Utilisation fee

23.4.1

The Company must pay to the Facility Agent for each Lender a utilisation fee computed at the rate of 0.25% per annum on the Total Commitments for each day on which the aggregate amount of all drawn Loans exceeds £75,000,000.

23.4.2

Utilisation fee is payable on the amount of each Lender's share in the Loans.

23.4.3

Accrued utilisation fee is payable quarterly in arrear. Accrued utilisation fee is also payable to the Facility Agent for a Lender on the date its Commitment is cancelled in full.

24.	INDEMNITIES AND BREAK COSTS

24.1	Currency indemnity

24.1.1

The Company must, as an independent obligation, indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of:

24.1.1.1

that Finance Party receiving an amount in respect of the Company's liability under the Finance Documents; or

24.1.1.2

that liability being converted into a claim, proof, judgment or order,

in a currency other than the currency in which the amount is expressed to be payable under the relevant Finance Document.

24.1.2

Unless otherwise required by law, the Company waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable.

24.2	Other indemnities

The Company shall within 15 days of demand indemnify the Facility Agent and each Lender against any funding or other cost, loss, expense or liability in an amount certified by it in reasonable detail (together with documentation in support) sustained or incurred by it as a direct result of:

24.2.1

the occurrence of any Event of Default;

24.2.2

(other than by reason of negligence or default by a Finance Party) a Loan not being made after a Request has been delivered for that Loan; or

24.2.3

the receipt or recovery by any party (or the Facility Agent on its behalf) of all or any part of a Loan or overdue sum due from the Company otherwise than on the Final Maturity Date or Maturity Date (as relevant) of that Loan or, in the case of an overdue sum, the last day of an interest period relating to that overdue sum, as the case may be or a Loan or any part thereof not being prepaid in accordance with a notice of prepayment.

24.3	Break Costs

24.3.1

The Company must pay to each Lender its Break Costs.

24.3.2

Break Costs are the amount (if any) determined by the relevant Lender by which:

24.3.2.1

the interest which that Lender would have received for the period from the date of receipt of any part of its share in a Loan or an overdue amount to the last day of the applicable Term for that Loan or overdue amount if the principal or overdue amount received had been paid on the last day of that Term;

exceeds

24.3.2.2

the amount which that Lender would be able to obtain by placing an amount equal to the amount received by it on deposit with a leading bank in the appropriate interbank market for a period starting on the Business Day following receipt and ending on the last day of the applicable Term.

24.3.3

Each Lender must supply to the Facility Agent for the Company details of the amount of any Break Costs claimed by it under this Subclause.

25.

EXPENSES

25.1	Initial costs

The Company must pay to each Administrative Party the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with the negotiation, preparation, printing and execution of the Finance Documents.

25.2	Subsequent costs

The Company must pay to the Facility Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with:

25.2.1

the negotiation, preparation, printing and execution of any Finance Document (other than a Transfer Certificate) executed after the date of this Agreement; and

25.2.2

any amendment, waiver or consent requested by or on behalf of the Company or specifically allowed by this Agreement.

25.3	Enforcement costs

The Company must pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

26.	AMENDMENTS AND WAIVERS

26.1

Procedure

26.1.1

Except as provided in this Clause, any term of the Finance Documents may be amended or waived with the agreement of the Company and the Majority Lenders. The Facility Agent may effect, on behalf of any Finance Party, an amendment or waiver allowed under this Clause.

26.1.2

The Facility Agent must promptly notify the other Parties of any amendment or waiver effected by it under clause 26.1.1 above. Any such amendment or waiver is binding on all the Parties.

26.2	Exceptions

26.2.1

An amendment or waiver which relates to:

26.2.1.1

the definition of Majority Lenders in Clause 1.1 (Definitions);

26.2.1.2

an extension of the date of payment of any amount to a Lender under the Finance Documents;

26.2.1.3

a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fee or other amount payable to a Lender under the Finance Documents;

26.2.1.4

an increase in, or an extension of, a Commitment or the Total Commitments;

26.2.1.5

a term of a Finance Document which expressly requires the consent of each Lender;

26.2.1.6

the right of a Lender to assign or transfer its rights or obligations under the Finance Documents; or

26.2.1.7

this Clause,

may only be made with the consent of all the Lenders.

26.2.2

An amendment or waiver which relates to the rights or obligations of an Administrative Party may only be made with the consent of that Administrative Party.

26.3	Change of currency

If a change in any currency of a country occurs (including where there is more than one currency or currency unit recognised at the same time as the lawful currency of a country), the Finance Documents will be amended to the extent the Facility Agent (acting reasonably and after consultation with the Company) determines is necessary to reflect the change.

26.4	Waivers and remedies cumulative

The rights of each Finance Party under the Finance Documents:

26.4.1

may be exercised as often as necessary;

26.4.2

are cumulative and not exclusive of its rights under the general law; and

26.4.3

may be waived only in writing and specifically.

Delay in exercising or non-exercise of any right is not a waiver of that right.

27.	CHANGES TO THE PARTIES

27.1	Assignments and transfers by the Company

The Company may not assign or transfer any of its rights and obligations under the Finance Documents without the prior consent of all the Lenders.

27.2	Assignments and transfers by Lenders

27.2.1

A Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other person (the New Lender).

27.2.2

Unless the Company and the Facility Agent otherwise agree, a transfer of part of a Commitment or rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of £5,000,000.

27.2.3

An Existing Lender must consult with the Company for no more than five Business Days before it may make an assignment or transfer unless the New Lender is another Lender or an Affiliate of a Lender or an Event of Default has occurred and is outstanding.

27.2.4

The Facility Agent is not obliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction. The Facility Agent must promptly notify the Existing Lender and the New Lender if there are any such requirements.

27.2.5

A transfer of obligations will be effective only if either:

27.2.5.1

the obligations are novated in accordance with the following provisions of this Clause; or

27.2.5.2

the New Lender confirms to the Facility Agent and the Company in form and substance satisfactory to the Facility Agent that it is bound by the terms of this Agreement as a Lender. On the transfer becoming effective in this manner the Existing Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender.

27.2.6

Unless the Facility Agent otherwise agrees, the New Lender must pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of £1,750.

27.2.7

Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement.

27.3	Procedure for transfer by way of novations

27.3.1

In this Subclause:

Transfer Date means, for a Transfer Certificate, the later of:

27.3.1.1

the proposed Transfer Date specified in that Transfer Certificate; and

27.3.1.2

the date on which the Facility Agent executes that Transfer Certificate.

27.3.2

A novation is effected if:

27.3.2.1

the Existing Lender and the New Lender deliver to the Facility Agent a duly completed Transfer Certificate; and

27.3.2.2

the Facility Agent executes it.

The Facility Agent must execute as soon as reasonably practicable a Transfer Certificate delivered to it and which appears on its face to be in order.

27.3.3

Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to execute any duly completed Transfer Certificate on its behalf.

27.3.4

On the Transfer Date:

27.3.4.1

the New Lender will assume the rights and obligations of the Existing Lender expressed to be the subject of the novation in the Transfer Certificate in substitution for the Existing Lender; and

27.3.4.2

the Existing Lender will be released from those obligations and cease to have those rights.

27.4	Limitation of responsibility of Existing Lender

27.4.1

Unless expressly agreed to the contrary, an Existing Lender is not responsible to a New Lender for the legality, validity, adequacy, accuracy, completeness or performance of:

27.4.1.1

any Finance Document or any other document; or

27.4.1.2

any statement or information (whether written or oral) made in or supplied in connection with any Finance Document,

and any representations or warranties implied by law are excluded.

27.4.2

Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

27.4.2.1

27.4.2.2

has not relied exclusively on any information supplied to it by the Existing Lender in connection with any Finance Document.

27.4.3

Nothing in any Finance Document requires an Existing Lender to:

27.4.3.1

accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause; or

27.4.3.2

support any losses incurred by the New Lender by reason of the non-performance by the Company of its obligations under any Finance Document or otherwise.

27.5	Costs resulting from change of Lender or Facility Office

If:

27.5.1

a Lender assigns or transfers any of its rights and obligations under the Finance Documents or changes its Facility Office; and

27.5.2

as a result of circumstances existing at the date the assignment, transfer or change occurs, the Company would be obliged to pay a Tax Payment or an Increased Cost,

the Company need only pay that Tax Payment or Increased Cost to the same extent that it would have been obliged to if no assignment, transfer or change had occurred.

27.6	Changes to the Reference Banks

27.6.1

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Facility Agent must (in consultation with the Company) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

27.6.2

If a Reference Bank ceases to have a London office or novates or assigns all its rights and obligations under this Agreement or if any Commitments of any Reference Bank are cancelled or if Loans it has advanced are prepaid it shall be replaced as a Reference Bank by such other Bank with an office in London as the Facility Agent (after consultation with the Company) shall designate by notice to the Company and the Banks.

28.	Disclosure of Information

28.1.1

Each Finance Party must keep confidential any information supplied to it by or on behalf of the Company in connection with the Finance Documents. However, a Finance Party is entitled to disclose information:

28.1.1.1

which is publicly available, other than as a result of a breach by that Finance Party of this Clause;

28.1.1.2

in connection with any legal or arbitration proceedings;

28.1.1.3

if required to do so under any law or regulation;

28.1.1.4

to a governmental, banking, taxation or other regulatory authority;

28.1.1.5

to its professional advisers;

28.1.1.6

to the extent allowed under clause 28.1.2 below; or

28.1.1.7

with the agreement of the Company.

28.1.2

A Finance Party may disclose to an Affiliate or any person with whom it may enter, or has entered into, any kind of transfer, participation or other agreement in relation to this Agreement (a participant):

28.1.2.1

a copy of any Finance Document; and

28.1.2.2

any information which that Finance Party has acquired under or in connection with any Finance Document.

However, before a participant may receive any confidential information, it must agree with the relevant Finance Party to keep that information confidential on the terms of clause 28.1.2.1 above.

This Clause supersedes any previous confidentiality undertaking given by a Finance Party in connection with this Agreement prior to it becoming a Party.

29.

SET-OFF

A Finance Party may set off any matured obligation owed to it by the Company under the Finance Documents (to the extent beneficially owned by that Finance Party) against any obligation (whether or not matured) owed by that Finance Party to the Company, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

30.	PRO RATA SHARING

30.1	Redistribution

If any amount owing by the Company under this Agreement to a Lender (the recovering Lender) is discharged by payment, set-off or any other manner other than through the Facility Agent under this Agreement (a recovery), then:

30.1.1

the recovering Lender must, within three Business Days, supply details of the recovery to the Facility Agent;

30.1.2

the Facility Agent must calculate whether the recovery is in excess of the amount which the recovering Lender would have received if the recovery had been received by the Facility Agent under this Agreement; and

30.1.3

the recovering Lender must pay to the Facility Agent an amount equal to the excess (the redistribution).

30.2	Effect of redistribution

30.2.1

The Facility Agent must treat a redistribution as if it were a payment by the Company under this Agreement and distribute it among the Lenders, other than the recovering Lender, accordingly.

30.2.2

When the Facility Agent makes a distribution under clause 30.2.1 above, the recovering Lender will be subrogated to the rights of the Finance Parties which have shared in that redistribution.

30.2.3

If and to the extent that the recovering Lender is not able to rely on any rights of subrogation under clause 30.2.2 above, the Company will owe the recovering Lender a debt which is equal to the redistribution, immediately payable and of the type originally discharged.

30.2.4

If:

30.2.4.1

a recovering Lender must subsequently return a recovery, or an amount measured by reference to a recovery, to the Company; and

30.2.4.2

the recovering Lender has paid a redistribution in relation to that recovery,

each Finance Party must reimburse the recovering Lender all or the appropriate portion of the redistribution paid to that Finance Party, together with interest for the period while it held the re-distribution. In this event, the subrogation in clause 30.2.2 above will operate in reverse to the extent of the reimbursement.

30.3	Exceptions

Notwithstanding any other term of this Clause, a recovering Lender need not pay a redistribution to the extent that:

30.3.1

it would not, after the payment, have a valid claim against the Company in the amount of the redistribution; or

30.3.2

it would be sharing with another Finance Party any amount which the recovering Lender has received or recovered as a result of legal or arbitration proceedings, where:

30.3.2.1

the recovering Lender notified the Facility Agent of those proceedings; and

30.3.2.2

the other Finance Party had an opportunity to participate in those proceedings but did not do so or did not take separate legal or arbitration proceedings as soon as reasonably practicable after receiving notice of them.

31.	SEVERABILITY

31.1	If a term of a Finance Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

31.1.1

the legality, validity or enforceability in that jurisdiction of any other term of the Finance Documents; or

31.1.2

the legality, validity or enforceability in other jurisdictions of that or any other term of the Finance Documents.

32.	COUNTERPARTS

Each Finance Document may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

33.

NOTICES

33.1	In writing

33.1.1

Any communication in connection with a Finance Document must be in writing and, unless otherwise stated, may be given:

33.1.1.1

in person, by post, or fax or any other electronic communication approved by the Facility Agent; or

33.1.1.2

if between the Facility Agent and a Lender and the Facility Agent and the Lender agree, by e-mail or other electronic communication.

33.1.2

For the purpose of the Finance Documents, an electronic communication will be treated as being in writing.

33.1.3

Unless it is agreed to the contrary, any consent or agreement required under a Finance Document must be given in writing.

33.2	Contact details

33.2.1

Except as provided below, the contact details of each Party for all communications in connection with the Finance Documents are those notified by that Party for this purpose to the Facility Agent on or before the date it becomes a Party.

33.2.2

The contact details of the Company for this purpose are:

	Address:	▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
	Fax number:	▇▇▇▇▇ ▇▇▇▇▇▇
	Phone number:	▇▇▇▇ ▇▇▇ ▇▇▇▇
	E-mail:	▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇
	Attention:	▇▇▇▇▇ ▇▇▇▇.
	The contact details of the Facility Agent for this purpose are:
	Address:	▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
	Phone number:	▇▇▇ ▇▇▇▇ ▇▇▇▇
	Fax number:	▇▇▇ ▇▇▇▇ ▇▇▇▇
	Attention:	▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Corporate Trust and Loan Agency

33.2.3

Any Party may change its contact details by giving five Business Days' notice to the Facility Agent or (in the case of the Facility Agent) to the other Parties.

33.2.4

Where a Party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails to specify that department or officer.

33.3	Effectiveness

33.3.1

Except as provided below, any communication in connection with a Finance Document will be deemed to be given as follows:

33.3.1.1

if delivered in person, at the time of delivery;

33.3.1.2

if posted, five days after being deposited in the post, postage prepaid, in a correctly addressed envelope; and

33.3.1.3

if by fax, when received in legible form.

33.3.2

A communication given under clause 33.3.1 above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place.

33.3.3

A communication to the Facility Agent will only be effective on actual receipt by it.

33.4	The Company

All formal communication under the Finance Documents to or from the Company must be sent through the Facility Agent.

34.

LANGUAGE

34.1.1

Any notice given in connection with a Finance Document must be in English.

34.1.2

Any other document provided in connection with a Finance Document must be:

34.1.2.1

in English; or

34.1.2.2

(unless the Facility Agent otherwise agrees) accompanied by a certified English translation. In this case, the English translation prevails unless the document is a statutory or other official document.

35.	GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

36.	ENFORCEMENT

36.1	Jurisdiction

36.1.1

The English courts have exclusive jurisdiction to settle any dispute in connection with any Finance Document including a dispute relating to any non-contractual obligation arising out of or in connection with this Agreement.

36.1.2

The English courts are the most appropriate and convenient courts to settle any such dispute and the Company waives objection to those courts on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with any Finance Document.

36.1.3

This Clause is for the benefit of the Finance Parties only. To the extent allowed by law, a Finance Party may take:

36.1.3.1

proceedings in any other court; and

36.1.3.2

concurrent proceedings in any number of jurisdictions.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

Original Parties

Name of Original Lender	Commitments
HSBC Bank plc	£50,000,000
Lloyds TSB Bank plc	£40,000,000
Clydesdale Bank PLC	£40,000,000
Alliance & Leicester PLC	£25,000,000
Deutsche Bank AG London Branch	£25,000,000
Bayerische Landesbank London Branch	£20,000,000
The Governor and Company of The Bank of Ireland	£10,000,000

SCHEDULE 2

Conditions Precedent Documents

Company

1.	A certified copy of the constitutional documents of the Company.

2.	A certified copy of a resolution of the board of directors or a committee of the board of directors of the Company approving the terms of, and the transactions contemplated by, the Finance Documents.

3.	A specimen of the signature of each person authorised on behalf of the Company to execute or witness the execution of any Finance Document or to sign or send any document or notice in connection with any Finance Document.

4.	A certificate of the Company (signed by a director) confirming that borrowing the Total Commitments would not cause any borrowing limit binding on the Company to be exceeded.

Legal opinions

5.	A legal opinion of Eversheds LLP, legal advisers to the Mandated Lead Arranger and the Facility Agent addressed to the Finance Parties.

A	is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.
B	is the percentage rate of interest (excluding the Margin and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in clause 9.3.1 (Interest on overdue amounts)) payable for the relevant Term on the Loan.
C	is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.
D	is the percentage rate per annum payable by the Bank of England to the Facility Agent on interest bearing Special Deposits.
E	is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Facility Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Facility Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.
5.	For the purposes of this Schedule:
	(a)	"Eligible Liabilities" and "Special Deposits" have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;
	(b)	"Fees Rules" means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;
	(c)	"Fee Tariffs" means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);
	(d)	"Tariff Base" has the meaning given to it in, and will be calculated in accordance with, the Fees Rules; and
	(e)	"Unpaid Sum" means any sum due and payable but unpaid by the Company under the Finance Documents.
6.	In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.
7.	If requested by the Facility Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Facility Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.
8.	Each Lender shall supply any information required by the Facility Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:
	(e)	the jurisdiction of its Facility Office; and
	(f)	any other information that the Facility Agent may reasonably require for such purpose.
	Each Lender shall promptly notify the Facility Agent of any change to the information provided by it pursuant to this paragraph.
9.	The percentages of each Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the Facility Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Facility Agent to the contrary, each Lender's obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.
10.	The Facility Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.
11.	The Facility Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.
12.	Any determination by the Facility Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.
13.	The Facility Agent may from time to time, after consultation with the Company and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.

To:	HSBC BANK PLC as Facility Agent
From:	[THE EXISTING LENDER] (the Existing Lender) and [THE NEW LENDER] (the New Lender)
Date:	[ ]

By:	Somchart Sucharitkul
Address:	Wholesale Loans Servicing, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Fax:	▇▇▇▇ ▇▇▇ ▇▇▇▇

By:	Somchart Sucharitkul
Address:	Wholesale Loans Servicing, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Fax:	▇▇▇ ▇▇▇▇ ▇▇▇▇

By:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:	Great Winchester house, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
Fax:	▇▇▇ ▇▇▇▇ ▇▇▇▇

Dated 7 July 2009

Document Metadata

Document Metadata

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Address:	▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Fax:	▇▇▇ ▇▇▇▇ ▇▇▇▇

By:	▇▇▇▇ ▇▇▇▇▇
Address:	Corporate & Structured Finance, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
Fax:	▇▇▇ ▇▇▇▇ ▇▇▇▇

By:	▇▇▇▇ ▇▇▇▇▇
Address:	Process Manager, Loans Administration, ▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Fax:	▇▇▇ ▇▇▇▇ ▇▇▇▇

By:	▇.▇. ▇▇▇▇▇▇
Address:	FAO Corporate Administration Manager, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇
Fax	▇▇▇▇ ▇▇▇ ▇▇▇▇

By:	▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Address:	Bow ▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
Fax:	▇▇▇ ▇▇▇▇ ▇▇▇▇

By:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Address:	Bayern LB London Branch, ▇▇/▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
Fax:	▇▇▇ ▇▇▇▇ ▇▇▇▇