Exhibit 10.24

CONFORMED COPY

Dated		29 December		2010

Enstar Group Limited

The Parties Listed as Original Guarantors

Barclays Corporate
as Mandated Lead Arranger

Barclays Bank PLC
acting as Agent

- and -

Barclays Bank PLC
acting as Security Agent

US$115,000 000 Facilities Agreement

001BB.59899
Ref: F3SM/CMM/2363436.2

Hogan Lovells International LLP
Atlantic House, Holborn Viaduct, London EC1A 2FG

Contents

Clause				Page
1.		Definitions and interpretation			1
2.		The Facilities			21
3.		Purpose			22
4.		Conditions of utilisation			22
5.		Utilisation — Loans			24
6.		Repayment			25
7.		Illegality, voluntary prepayment and cancellation			26
8.		Mandatory prepayment			27
9.		Restrictions			27
10.		Interest			29
11.		Interest Periods			29
12.		Changes to the calculation of interest			30
13.		Fees			31
14.		Tax gross—up and indemnities			32
15.		Increased Costs			38
16.		Other indemnities			39
17.		Mitigation by the Lenders			40
18.		Costs and expenses			41
19.		Guarantee and indemnity			43
20.		Representations			47
21.		Information undertakings			54
22.		Financial covenants			60
23.		General undertakings			62
24.		Events of Default			70
25.		Changes to the Lenders			75
26.		Prohibition on Debt Purchase Transactions			79
27.		Changes to the Obligors			79
28.		Role of the Agent, the Security Agent, the Arranger and others			81
29.		Conduct of business by the Finance Parties			89
30.		Sharing among the Finance Parties			90
31.		Payment mechanics			92
32.		Set—off			95
33.		Notices			95
34.		Calculations and certificates			97
35.		Partial invalidity			98
36.		Remedies and waivers			98
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Clause				Page
37.		Amendments and waivers			98
38.		Confidentiality			99
39.		Counterparts			103
40.		Governing law			104
41.		Enforcement			104
Schedules
1.		The Original Obligors			106
2.		Conditions precedent			107
		Parts
		1A.Conditions precedent to first Utilisation			107
		1B.Conditions precedent relating to the CIGNA Reinsurance Arrangements			110
		2.Conditions precedent required to be delivered by an Additional Obligor			111
3.		Requests			114
4.		Mandatory Cost Formula			116
5.		Form of Transfer Certificate			119
6.		Form of Assignment Agreement			124
7.		Form of Accession Deed			128
8.		Form of Compliance Certificate			131
9.		Timetables			133
10.		Security provisions			134
11.		Group Structure Chart			137
		Part 1			137
		Part 2			138
		Part 3			139
		Part 4			140
12.		The Secured Group			141
13.		Intercompany Loans			142
14.		Existing Security			143
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This Agreement is made on 29 December 2010

Between:

(1)		Enstar Group Limited, a company incorporated in Bermuda with registered number 30916 and its registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda (the “Parent” and the “Borrower”);
(2)		The Subsidiaries of the Parent listed in Schedule 1 (The Original Obligors) as original guarantors (together with the Parent, the “Original Guarantors”);
(3)		Barclays Corporate, the corporate banking division of Barclays Bank PLC as bookrunner and mandated lead arranger (the “Arranger”);
(4)		Barclays Bank PLC as lender (the “Original Lender”);
(5)		Barclays Bank PLC as agent of the other Finance Parties (the “Agent”);
(6)		Barclays Bank PLC as security trustee for the Secured Parties (the “Security Agent”);

It is agreed:

Section 1

Interpretation

1.		Definitions and interpretation
1.1		Definitions
		In this Agreement:
		“Acceptable Bank” means:

	(a)		A Lender;
	(b)		a bank or financial institution which has a rating for its long-term unsecured and non-credit-enhanced debt obligations of AA or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Aa2 or higher by Moody’s Investor Services Limited or a comparable rating from an internationally recognised credit rating agency; or
	(c)		any other bank or financial institution approved by the Agent.

		“Accession Deed” means a document substantially in the form set out in Schedule 7 (Form of Accession Deed).
		“Accounting Principles” means:

	(a)		in relation to any Obligor incorporated in Bermuda or in any state of the United States of America, generally accepted accounting principles in the United States of America;
	(b)		in relation to any Obligor incorporated in the United Kingdom, generally accepted accounting principles in the United Kingdom including IFRS (as applicable); or
	(c)		in relation to any Obligor other than those mentioned in paragraphs (a) and (b) above, generally accepted accounting principles in its place of incorporation..

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		“Additional Chargor” means any member of the Group which has granted Security in favour of the Security Agent, on and from the date on which it enters into a Transaction Security Document.
		“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost Formula).
		“Additional Guarantor” means a company which becomes a Guarantor in accordance with Clause 27 (Changes to the Obligors).
		“Additional Obligor” means an Additional Guarantor or an Additional Chargor.
		“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.
		“Agent’s Spot Rate of Exchange” means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11.00 a.m. on a particular day.
		“Assignment Agreement” means an agreement substantially in the form set out in Schedule 6 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.
		“Auditors” means one of PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche or any other firm approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed).
		“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
		“Availability Period” means the period from and including the date of this Agreement to and including the date falling one month after the date of this Agreement;
		“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

	(a)		the Base Currency Amount of its participation in any outstanding Utilisations under that Facility; and
	(b)		in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations that are due to be made under that Facility on or before the proposed Utilisation Date.

		“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility.
		“Barclays Presentation” means the presentation entitled ‘Enstar Group Limited presentation to Barclays Capital London’ dated 23 November 2010 as amended by an email dated 22 December 2010 from Gareth Nokes to Richard Braham.
		“Base Currency” means US$.
		“Base Currency Amount” means in relation to a Utilisation, the amount specified in the Utilisation Request delivered by the Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement).

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		“Base Currency Equivalent” means, the amount of the relevant currency required to purchase the relevant amount of the Base Currency at the Agent’s spot rate of exchange for such a purchase in the London foreign exchange market at or about 11.00 am on the relevant date.
		“Base Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Base Reference Banks in relation to LIBOR, as the rate at which the relevant Base Reference Bank could borrow funds in the London Interbank market, in the relevant currency and for the relevant period, were it to do so by asking for and then accepting Interbank offers for deposits in reasonable market size in that currency and for that period.
		“Base Reference Banks” means the principal London offices of Barclays Bank PLC or such other banks as may be appointed by the Agent in consultation with the Parent.
		“Board Memorandum” means the Enstar memorandum dated 22 November 2010, reference: CIGNA Reinsurance Portfolio Transfer.
		“Borrowings” has the meaning given to that term in Clause 22.1 (Financial definitions).
		“Break Costs” means the amount (if any) by which:

(a)

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

exceeds:

(b)

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

“Budget” means:

	(a)		in relation to the period beginning on 1 January 2011 and ending on 31 December 2014, the financial model including profit and loss, balance sheet and cashflow projections relating to the Group as set out in the Barclays Presentation to be delivered by the Parent to the Agent pursuant to Clause 4.1 (Initial conditions precedent); and
	(b)		in relation to any other period, any annual Capital Release Schedule delivered by the Parent to the Agent in respect of that period pursuant to Clause 21.4 (Budget).

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

	(a)		(in relation to any date for payment or purchase of a currency other than euro) also in the principal financial centre of the country of that currency; or
	(b)		(in relation to any date for payment or purchase of euro) which is also a TARGET Day.

“Capital Release Amount” means, in respect of any member of the Group, any reduction in the amount of capital resources which that member of the Group is required

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		to hold in accordance with applicable law and applicable rules and guidance given by any governmental or regulatory authority.
		“Capital Release Schedule” means a schedule detailing the expected Capital Release Amounts in relation to each member of the Group.
		“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 F-1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s 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 and accepted by an Acceptable Bank (or their dematerialised equivalent);
	(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 F-1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investor Services Limited;
	(ii)		invest substantially all their assets in securities of the types described in sub-paragraphs (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 US$, Sterling or Euro and to which any Obligor is alone (or together with other Obligors) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under the Transaction Security Documents).
		“Change of Control” means any person or group of persons acting in concert gaining Control of the Parent (where “acting in concert” has the meaning given to it in the City Code on Takeovers and Mergers).

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		“CRA Account Charge” means a fixed charge given by the Parent over each CRA Account.
		“CRA Accounts” means each US Dollar, Sterling and/or Australian Dollar bank account held with Barclays Bank PLC, in the name of the Parent and into which amounts received in respect of any Capital Release Amount are paid.
		“Charged Property” means all of the assets of the Group which from time to time are, or are expressed to be, the subject of the Transaction Security.
		“Chargor” means an Original Chargor or an Additional Chargor.
		“Chief Financial Officer” means the chief financial officer of the Parent from time to time (or any director of the Parent acting as such officer’s deputy in that capacity or performing those functions).
		“CIGNA” means CIGNA Global Reinsurance Company, Ltd. a Class 3A and Long Term insurance company domiciled in Bermuda.
		“CIGNA Actuarial Report” means the actuarial report dated 25 September 2010 relating to CIGNA, prepared by Cranmore and confirmed by Insurmath on 27 September 2010.
		“CIGNA Entities” means each of CIGNA, Connecticut General Life Insurance Company, a life insurance company domiciled in the State of Connecticut and Life Insurance Company of North America, a life insurance company domiciled in the Commonwealth of Pennsylvania.
		“CIGNA Reinsurance Arrangements” means the reinsurance agreement and related claims handling contract to be entered into on or around the date of this Agreement by Fitzwilliam Insurance Limited (as reinsurer) (and the related credit support for such reinsurance obligations by way of collateral trust deposits of up to US$62,900,000 and the Parent CIGNA Guarantee) as described in the Board Memorandum.
		“Close Links Report” means a report submitted by an insurer to the FSA under SUP 16.5.4 or under any rules amending or replacing it.
		“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate).
		“Commitment” means a Facility A Commitment or a Facility B Commitment.
		“Confidential Information” means all information relating to the Parent, any Obligor of the Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under the Finance Documents or a Facility from either:

	(a)		any member of the Group, or any of its advisers, or
	(b)		another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 38 (Confidentiality); or

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	(ii)		is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or
	(iii)		is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

		“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA for the relevant type of proposed transaction or in any other form agreed between the Parent and the Agent.
		“Control” means:

(a)

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

	(i)		cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of the company;
	(ii)		appoint or remove all, or the majority, of the directors or other equivalent officers of the company; or
	(iii)		give directions with respect to the operating and financial policies of the company with which the directors or other equivalent officers of the company are obliged to comply; or

(b)

the holding beneficially of more than 50% of the issued share capital of the company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).

		“CTA” means the Corporation Tax Act 2009.
		“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 an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.
		“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.
		“Disruption Event” means either or both of:

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for

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			payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or
	(b)		the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

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

		and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
		“Dormant Subsidiary” means a member of the Group which does not trade (and for the last 12 months has not traded) for itself or as agent for any person and does not own, legally or beneficially, assets (including indebtedness owed to it) which in aggregate have a value of US$1,000 or more (or its Base Currency Equivalent) or have liabilities in excess of US$1,000 (or its Base Currency Equivalent).
		“Event of Default” means any event or circumstance specified as such in Clause 24 (Events of Default).
		“Existing Security” means the security granted by members of the Group and listed in Schedule 14 (Existing Security).
		“euro”, “EUR” and “€” means the single currency unit of the Participating Member States.
		“Facility” means Facility A or Facility B.
		“Facility A” means the term loan facility made available under this Agreement as described in sub-paragraph (a)(i) of Clause 2.1 (The Facilities).
		“Facility A Commitment” means:

	(a)		in relation to the Original Lender, the Total Facility A Commitments; and
	(b)		in relation to any other Lender, the amount in the Base Currency of any Facility A Commitment transferred to it under this Agreement,

		to the extent not cancelled, reduced or transferred by it under this Agreement.
		“Facility A Loan” means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan.
		“Facility A Repayment Date” means each date set out in paragraph (a) of Clause 6.1 (Repayment of Loans).
		“Facility B” means the term loan facility made available under this Agreement as described in sub-paragraph (a)(ii) of Clause 2.1 (The Facilities).
		“Facility B Commitment” means:

	(a)		in relation to the Original Lender, the Total Facility B Commitments; and
	(b)		in relation to any other Lender, the amount in the Base Currency of any Facility B Commitment transferred to it under this Agreement,

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		to the extent not cancelled, reduced or transferred by it under this Agreement.
		“Facility B Loan” means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan.
		“Facility B Repayment Date” means each date set out in paragraph (b) of Clause 6.1 (Repayment of Loans).
		“Facility Office” means:

	(a)		in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or
	(b)		in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

“Fee Letter” means:

	(a)		any letter or letters dated on or about the date of this Agreement between the Arranger and the Parent or the Agent and the Parent or the Security Agent and the Parent setting out any of the fees referred to in Clause 13 (Fees); and
	(b)		any agreement setting out fees payable to a Finance Party under any other Finance Document;

		“Finance Document” means this Agreement, any Accession Deed, any Compliance Certificate, any Fee Letter, any Resignation Letter, any Transaction Security Document, any Utilisation Request and any other document designated as a “Finance Document” by the Agent and the Parent.
		“Finance Lease” has the meaning given to that term in Clause 22.1 (Financial definitions).
		“Finance Party” means the Agent, the Arranger, the Security Agent or a Lender.
		“Financial Indebtedness” means any indebtedness for or in respect of:

	(a)		moneys borrowed and debit balances at banks or other financial institutions;
	(b)		any acceptance under any acceptance credit or bill discounting facility or dematerialised equivalent;
	(c)		any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
	(d)		the amount of any liability in respect of Finance Leases;
	(e)		receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis) and meet any requirement for de-recognition under the Accounting Principles;
	(f)		any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

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(g)

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of:

	(i)		an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition; or
	(ii)		any liabilities of any member of the Group relating to any post-retirement benefit scheme;

	(h)		any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the issuer) before the Termination Date or are otherwise classified as borrowings under the Accounting Principles;
	(i)		any amount of any liability under an advance or deferred purchase agreement if:

	(i)		one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question; or
	(ii)		the agreement is in respect of the supply of assets or services and payment is due more than 90 days after the date of supply;

	(j)		any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and
	(k)		the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

		“Financial Quarter” has the meaning given to that term in Clause 22.1 (Financial definitions).
		“Financial Year” has the meaning given to that term in Clause 22.1 (Financial definitions).
		“FSA” means the Financial Services Authority and any replacement of that authority which is responsible from time to time for the prudential supervision of insurers authorised in the United Kingdom.
		“FSA Returns” means the documents required (taken together) to be filed by an insurer with the FSA under Rule 9.6(1) of IPRU(INS) or as may be defined in any rules amending or replacing it.
		“FSA Rules” means the FSA’s Handbook of Rules and Guidance as amended, varied, substituted or replaced from time to time including, without limitation, GENPRU, IPRU(INS), INSPRU and SUP and including the rules of any other regulator which is responsible from time to time for the prudential supervision of insurers authorised in the United Kingdom.
		“Funds Flow Statement” means a funds flow statement in the agreed form.
		“GENPRU” means the General Prudential Sourcebook forming part of the FSA Rules.
		“Gordian Memorandum” means the Enstar Australia Limited memorandum dated 26 October 2010, reference: Financial Report for the three months ended 30 September 2010.

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		“Gordian Valuation” means the report by Ernst & Young dated 8 February 2010, addressed to Enstar Australia Limited and entitled ‘Gordian Run-Off Limited Valuation of Insurance Liabilities as at 31 December 2009’.
		“Group” means the Parent and each of its Subsidiaries for the time being.
		“Group Actuarial Report” means the report by Ernst & Young for the period ending 31 December 2009 and the draft report by Ernst & Young for the period ending 30 September 2010, in each case, relating to the Group.
		“Group Capital Resources” means the group capital resources of the Parent, as calculated in accordance with INSPRU 6.1.36R or under any rules amending or replacing it.
		“Group Capital Resources Report” means any group capital resources report submitted to the FSA in accordance with IPRU(INS), rule 9.40 or as may be defined in any rules amending or replacing it.
		“Group Capital Requirement” means the group capital resources requirement of the Parent as calculated in accordance with INSPRU 6.1.33R or under any rules amending or replacing it.
		“Group Structure Chart” means the group structure chart in Schedule 11 (Group Structure Chart).
		“Guarantor” means an Original Guarantor or an Additional Guarantor unless it has ceased to be a Guarantor in accordance with Clause 27 (Changes to the Obligors).
		“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.
		“ICA Capital Requirement” means, in respect of an insurer, the amount of capital resources which the board of that insurer considers are required by that insurer in order to have a 99.5% confidence level over a one year timeframe that the value of assets of that insurer will exceed the value of its liabilities, determined in accordance with INSPRU 7, and, following the implementation of Solvency II, shall mean the SCR (as defined in Solvency II) of that insurer as supplemented by any additional capital resources identified as required by that insurer’s Own Risk and Solvency Assessment (as defined in Solvency II).
		“ICG Capital Requirement” means, in respect of an insurer, the aggregate of: (a) the ICA Capital Requirement of that insurer; and (b) the amount of capital resources which the FSA indicates in any formal guidance given by it to that insurer or to any member of the Group that it considers that insurer should hold in addition to its ICA Capital Requirement, or which should be held by the Group as a whole in respect of that insurer in addition to that insurer’s ICA Capital Requirement, and, following the implementation of Solvency II, shall mean the aggregate of any capital add-ons (as defined in Solvency II) prescribed by the FSA or any other regulator in respect of that insurer.
		“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.
		“Information Package” means the Reports, the Board Memorandum, the Gordian Memorandum and the Barclays Presentation.
		“Intellectual Property” means:

(a)

any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions,

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			confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and
	(b)		the benefit of all applications and rights to use such assets of each Group (which may now or in the future subsist).

		“INSPRU” means the Prudential Sourcebook for Insurers forming part of the FSA Rules.
		“INSPRU(INS)” means the Interim Prudential Sourcebook for Insurers, forming part of the FSA Rules.
		“Intercompany Loans” means those loans listed in Schedule 13 (Intercompany Loans) which are to be repaid with the proceeds of Facility A.
		“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 10.3 (Default interest).
		“Investment Policy” means the Group’s investment policy as detailed in the document entitled ‘Investment Policy and Procedures, Version 8.0 — February 3, 2010”.
		“ITA” means the Income Tax Act 2007.
		“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.
		“Knapton” means Knapton Holdings Limited a company registered in England and Wales with registered number 7014132.
		“Legal Opinion” means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 27 (Changes to the Obligors).
		“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 Acts, 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 Relevant Jurisdiction; and
	(d)		any other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.

“Lender” means:

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

		which in each case has not ceased to be a Party in accordance with the terms of this Agreement.
		“LIBOR” means, in relation to any Loan:

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	(a)		the applicable Screen Rate; or
	(b)		(if no Screen Rate is available for the currency or Interest Period of that Loan) the Base Reference Bank Rate,

		as of the Specified Time on the Quotation Day for the currency of that Loan and a period comparable to the Interest Period of that Loan.
		“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.
		“LMA” means the Loan Market Association.
		“Loan” means a Facility A Loan or a Facility B Loan.
		“Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than 66⅔ per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66⅔ per cent. of the Total Commitments immediately prior to that reduction).
		“Mandatory Cost” means the percentage rate per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost Formula).
		“Margin” means 3.00 per cent per annum;
		“Material Adverse Effect” means in the reasonable opinion of the Majority Lenders a material adverse effect on:

	(a)		the business, operations, property, condition (financial or otherwise) or prospects of the Group taken as a whole; or
	(b)		the ability of an Obligor to perform its obligations under the Finance Documents; or
	(c)		the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

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

	(a)		(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
	(b)		if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
	(c)		if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

		The above rules will only apply to the last Month of any period.
		“NAB Security” means the debenture dated 19 April 2010 and granted by Knapton Holdings Limited (registered in England and Wales with company number 7014132) in favour of National Australia Bank Limited.

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		“New Lender” has the meaning given to that term in Clause 25 (Changes to the Lenders).
		“Obligor” means the Parent, the Borrower, a Guarantor or a Chargor.
		“Obligors’ Agent” means the Parent, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.3 (Obligors’ Agent).
		“Original Chargor” means the Parent and each Subsidiary of the Parent listed as an Original Chargor in Schedule 1 (The Original Obligors).
		“Original Financial Statements” means:

	(a)		in relation to the Parent, its consolidated audited financial statements for its Financial Year ended 31 December 2009;
	(b)		in relation to each member of the Secured Group and each Original Obligor other than the Parent, its audited financial statements for its Financial Year ended 31 December 2009; and
	(c)		in relation to any other Obligor, its audited financial statements delivered to the Agent as required by Clause 27 (Changes to the Obligors).

		“Original Group” means each member of the Group as at the date of this Agreement.
		“Original Group Financial Indebtedness” means any Financial Indebtedness incurred by a member of the Original Group prior to the date of this Agreement or any extension or refinancing of such indebtedness for the same or a lower amount.
		“Original Group Security” means any security granted by a member of the Original Group prior to the date of this Agreement.
		“Original Obligor” means the Borrower, an Original Guarantor or an Original Chargor.
		“Parent CIGNA Guarantee” means a guarantee of up to US$68,000,000 given by the Parent in favour of the CIGNA Entities in respect of the reinsurance obligations of Fitzwilliam Insurance Limited under the CIGNA Reinsurance Arrangements.
		“Participating Member State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
		“Party” means a party to this Agreement.
		“Permitted Disposal” means any sale, lease, licence, surrender, transfer or other disposal which, except in the case of paragraph (b) below, is on arm’s length terms:

	(a)		of cash made by any member of the Group in the ordinary course of trading of the disposing entity;
	(b)		of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments; and
	(c)		to which the Majority Lenders have given their prior written consent (and this may include consent to a transaction including shares in any member of the Group).

“Permitted Distribution” means:

(a)

the payment of a dividend to the Parent or any of its wholly owned Subsidiaries; and

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(b)

the payment of a dividend by the Parent provided that at the time such dividend is declared or paid, no Event of Default is continuing.

		“Permitted Loan” means a loan made by a member of the Group to facilitate the transfer of any Capital Release Amount as required pursuant to Clause 23.28 (Transfer of Capital Release Amount), provided that such loan is subordinated to the Facilities on terms acceptable to the Agent.
		“Permitted Security” means:

	(a)		any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group;
	(b)		any cash collateral security granted by a member of the Secured Group in relation to letters of credit issued in respect of the obligations of that member of the Secured Group in relation to its contingent obligations in respect of potential claims under insurance contracts;
	(c)		Original Group Security;
	(d)		any Existing Security (in the case of Existing Security falling with Part 1 or Part 3 of Schedule 14 (Existing Security), until such time as the relevant Security is required to be discharged and released in accordance with Clause 23.29 (Conditions subsequent)) or Transaction Security;
	(e)		any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to the Parent in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by the Parent; and
	(f)		any security granted over the shares or any other ownership interest in a member of the Group that is not member of the Original Group or in any joint venture established after the date of this Agreement.

		“Permitted Share Issue” means an issue of shares by a member of the Group which is a Subsidiary to its immediate Holding Company for non-cash consideration where (if the existing shares of the Subsidiary are the subject of the Transaction Security) the newly-issued shares also become subject to the Transaction Security on the same terms.
		“Permitted Transaction” means:

	(a)		any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents;
	(b)		the solvent liquidation or reorganisation of any member of the Group which is not an Obligor or whose shares have not been charged or pledged by an Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group; or
	(c)		transactions (other than (i) any sale, lease, licence, transfer or other disposal; and (ii) the granting or creation of Security, the incurring or permitting to subsist of Financial Indebtedness or the disposal of the shares, in each case, of any member of the Group), conducted in the ordinary course of trading on arm’s length terms.

“Pillar 1 Capital Requirement” means, in respect of an insurer, the capital resources requirement of that insurer as calculated under GENPRU 2.1, and, following the

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		implementation of Solvency II, shall mean the SCR (as defined in Solvency II) of that insurer.
		“Qualifying Lender” has the meaning given to that term in Clause 14 (Tax gross-up and indemnities).
		“Quarter Date” has the meaning given to that term in Clause 22.1 (Financial definitions).
		“Quarterly Financial Statement” has the meaning given to that term in Clause 21 (Information undertakings).
		“Quasi-Security” has the meaning given to that term in Clause 23.10 (Negative pledge).
		“Quotation Day” means, in relation to any period for which an interest rate is to be determined:

	(a)		(if the currency is sterling) the first day of that period;
	(b)		(if the currency is euro) two TARGET Days before the first day of that period; or
	(c)		(for any other currency) two Business Days before the first day of that period,

		unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).
		“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.
		“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.
		“Relevant Interbank Market” means in relation to euro, the European interbank market and, in relation to any other currency, the London interbank market.
		“Relevant Jurisdiction” means, in relation to an Obligor:

	(a)		its jurisdiction of incorporation;
	(b)		any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;
	(c)		any jurisdiction where it conducts its business; and
	(d)		the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.

		“Relevant Period” has the meaning given to that term in Clause 22.1 (Financial definitions).
		“Reliance Parties” means the Agent, the Arranger, the Security Agent, the Original Lender and each person which becomes a Lender as a part of the primary syndication of the Facilities.
		“Repayment Date” means a Facility A Repayment Date or a Facility B Repayment Date.

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“Repayment Instalment” means any one or more of the repayment instalments in relation to any Loan provided for in Clause 6.1 (Repayment of Loans).

“Repeating Representations” means each of the representations set out in Clause 20.2 (Status) to Clause 20.7 (Governing law and enforcement), Clause 20.11 (No default), paragraph (g) of Clause 20.12 (No misleading information), Clause 20.13 (Original Financial Statements), Clause 20.18 (Ranking) to Clause 20.20 (Legal and beneficial ownership) and Clause 20.26 (Centre of main interests and establishments).

“Reports” means the CIGNA Actuarial Report and the Group Actuarial Report.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Royston” means Royston Run-off Limited, a company incorporated under the laws of England and Wales whose registered office is at Avaya House, 2 Cathedral Hill, Guildford, Surrey, GU2 7YL with company number 06708757.

“Royston Facility Agreement” means the US$184,616,000 term facility agreement dated 3 October 2008 (as amended and restated on 4 August 2009 and made between, amongst others, Royston as borrower, National Australia Bank Limited Barclays Bank PLC as arrangers and National Australia Bank Limited as agent and security agent.

“Screen Rate” means the British Bankers’ Association Interest Settlement Rate for the relevant currency and period displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Parent and the Lenders.

“Secured Group” means each of:

	(a)		those members of the Group listed in Part 1 (Members of the Secured Group whose shares are subject to Transaction Security) of Schedule 12 (The Secured Group);
	(b)		those members of the Group listed in Part 2 (Members of the Secured Group whose shares are not subject to Transaction Security) of Schedule 12 (The Secured Group); and
	(c)		those members of the Group whose shares are or are required to be subject to Transaction Security in favour of the Security Agent.

“Secured Parties” means each Finance Party, any Receiver or Delegate.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Solvency II” means the directive of The European Parliament and of the Council of the European Union made in 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II), or any implementing measures or guidance made or published thereunder.

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

“Sterling” and “£” means the lawful currency of the UK.

“Subsidiary” means an entity of which a person:

(a)

has direct or indirect Control; or

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	(b)		owns directly or indirectly more than fifty per cent. (50%) of the share capital or similar right of ownership; or
	(c)		is entitled to receive more than fifty per cent. (50%) of the dividends or distributions,

and any entity (whether or not so controlled) treated as a subsidiary in the latest financial statements of that person from time to time and disregarding, for the purpose of this definition, the fact that any shares in that entity may be held by way of security, that the beneficiary of the security (or its nominee) may be registered as a member of the relevant undertaking and/or that such beneficiary of the security (or its nominee) may be entitled to exercise voting powers and rights with respect to those charged shares.

“SUP” means the Supervision Manual forming part of the FSA Rules.

“TARGET 2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

“TARGET Day” means any day on which TARGET 2 is open for the settlement of payments in euro.

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

“Termination Date” means the date falling 36 months from the date of this Agreement.

“Total Commitments” means the aggregate of the Total Facility A Commitments and the Total Facility B Commitments, being US$115,000,000 at the date of this Agreement.

“Total Facility A Commitments” means the aggregate of the Facility A Commitments, being US$52,100,000 at the date of this Agreement.

“Total Facility B Commitments” means the aggregate of the Facility B Commitments, being US$62,900,000 at the date of this Agreement.

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

“Transaction Security Documents” means each of the documents listed as being a Transaction Security Document in paragraph 2(c) of Part 1A of Schedule 2 (Conditions precedent), any document required to be delivered to the Agent under paragraph 13 of Part 2 of Schedule 2 (Conditions precedent) together with any other document entered into by any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents.

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

“Transfer Date” means, in relation to an assignment or transfer, the later of:

	(a)		the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and
	(b)		the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

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“Treasury Transactions” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“UK” means the United Kingdom of Great Britain and Northern Ireland.

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

“USD” “US$” and “US Dollar” means the lawful currency of the United States of America.

“Utilisation” means a Loan.

“Utilisation Date” means the date of a Utilisation being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the relevant form set out in Schedule 3 (Requests).

“VAT” means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.

1.2

Construction

(a)

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

	(i)		the “Agent”, the “Arranger”, any “Finance Party”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Agent” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;
	(ii)		a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Parent and the Agent or, if not so agreed, is in the form specified by the Agent;
	(iii)		“assets” includes present and future properties, revenues and rights of every description;
	(iv)		“Barclays Corporate” means Barclays Corporate, the corporate banking division of Barclays Bank PLC;
	(v)		a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented or extended (in any case, however fundamentally);
	(vi)		“guarantee” means (other than in Clause 19 (Guarantee and indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
	(vii)		“Guarantor”, “Original Guarantor”, “Additional Guarantor” and “this guarantee” shall not be construed restrictively and shall include the

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payment undertakings and indemnities contained in Clause 19 (Guarantee and indemnity);

(viii)

“wholly owned subsidiary” means a company or corporation that has no members except for:

	(1)		another company or corporation and that other company’s or corporation’s wholly-owned subsidiaries; or
	(2)		persons acting on behalf of that other company or corporation and that other company’s or corporation’s wholly-owned subsidiaries.

	(ix)		“including” and “in particular” shall not be construed restrictively but shall mean “including without prejudice to the generality of the foregoing” and “in particular, but without limitation”;
	(x)		“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
	(xi)		a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, joint venture, trust, consortium or partnership (whether or not having separate legal personality);
	(xii)		a “regulation” includes any regulation, rule, official directive, request, or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency or department of any regulatory, self-regulatory or other authority or organisation;
	(xiii)		a statute, statutory instrument, rule, regulation or provision shall be construed as a reference to such statute, statutory instrument, rule, regulation or provision as the same may have been, or may from time to time be, amended or supplemented or replaced or extended (including by subordinate legislation) or, in the case of a statute, re-enacted; and
	(xiv)		a time of day is a reference to London time.

	(b)		Section, Clause and Schedule headings are for ease of reference only.
	(c)		Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
	(d)		A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.
	(e)		Any consent, waiver or approval required from a Finance Party under a Finance Document must be in writing and will be of no effect if not in writing.
	(f)		Reference to a monetary sum specified in the Base Currency in Clause 20 (Representations), Clause 21 (Information undertakings), Clause 22 (Financial covenants), Clause 23 (General undertakings) and/or Clause 24 (Events of Default) shall be deemed to include reference to the Base Currency Equivalent of such sum.

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1.3

Third party rights

	(a)		Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this Agreement.
	(b)		Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

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Section 2

The Facilities

2. The Facilities

2.1

The Facilities

(a)

Subject to the terms of this Agreement, the Lenders make available:

	(i)		a Base Currency term loan facility in an aggregate amount equal to the Total Facility A Commitments; and
	(ii)		a Base Currency term loan facility in an aggregate amount equal to the Total Facility B Commitments.

(b)

The Facilities will be available to the Borrowers.

2.2

Finance Parties’ rights and obligations

	(a)		The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
	(b)		The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.
	(c)		A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

2.3

Obligors’ Agent

(a)

Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Deed irrevocably appoints the Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

	(i)		the Parent on its behalf to supply all information concerning itself contemplated by the Finance Documents to the Finance Parties and to give all notices and instructions (including, in the case of the Borrower, Utilisation Requests), to execute on its behalf any Accession Deed, to make any agreements and to effect any amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and
	(ii)		each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Parent,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the

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Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

3. Purpose

3.1

Purpose

	(a)		The Parent shall apply all amounts borrowed by it under Facility A towards repayment of the Intercompany Loans;
	(b)		The Parent shall apply all amounts borrowed by it under Facility B:

	(i)		in an amount of up to US$62,900,000 towards payment of the collateral trust deposit pursuant to the CIGNA Reinsurance Arrangements; or
	(ii)		to the extent not required to be utilised pursuant to sub-paragraph (i) above (and in any event subject to a limit of US$2,900,000), towards general corporate and working capital purposes of the Group (but not towards acquisitions of companies, businesses or undertakings or prepayment of any Loan of the Intercompany Loans).

3.2

Monitoring

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

4. Conditions of utilisation

4.1

Initial conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any Utilisation if on or before the Utilisation Date for that Utilisation, the Agent has received all of the documents and other evidence listed in Part 1A and Part 1B of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Obligors’ Agent and the Lenders promptly upon being so satisfied.

4.2

Further conditions precedent

Subject to Clause 4.1 (Initial conditions precedent), the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

	(a)		in the case of the first Utilisation, all the representations and warranties in Clause 20 (Representations) or, in relation to any other Utilisation, the Repeating Representations, to be made by each Obligor are true;
	(b)		none of the events described in Clause 12.2 (Market disruption) has occurred which has resulted in any Lender being unable to fund its participation in the proposed Utilisation; and
	(c)		in relation to a Utilisation of Facility B for the purpose set out at Clause 3.1(b)(i) (Purpose) above, on or before the Utilisation Date for that Utilisation, the Agent

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has received all of the documents and evidence listed in Part 1B of Schedule 2 (Conditions precedent).

4.3

Maximum number of Utilisations

The Borrower (or the Obligors’ Agent) may not deliver a Utilisation Request if as a result of the proposed Utilisation:

	(a)		two or more Facility A Loans would be outstanding; or
	(b)		three or more Facility B Loans would be outstanding.

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Section 3

Utilisation

5. Utilisation — Loans

5.1

Delivery of a Utilisation Request

The Borrower (or the Obligors’ Agent on its behalf) may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2

Completion of a Utilisation Request for Loans

(a)

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

	(i)		it identifies the Facility to be utilised and specified the purpose against which the Loan will be applied;
	(ii)		the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;
	(iii)		the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and
	(iv)		the proposed Interest Period complies with Clause 11 (Interest Periods).

(b)

Only one Utilisation may be requested in each Utilisation Request.

5.3

Currency and amount

	(a)		The currency specified in a Utilisation Request must be the Base Currency.
	(b)		Facility A shall be drawn in full in one Utilisation.
	(c)		The amount of a proposed Utilisation in respect of Facility B shall be must be the amount specified in either sub-paragraph (b)(i) or (b)(ii) of Clause 3.1 (Purpose).

5.4

Lenders’ participation

	(a)		If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.
	(b)		The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

5.5

Cancellation of Commitment

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

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Section 4

Repayment, prepayment and cancellation

6. Repayment

6.1

Repayment of Loans

(a)

The Borrowers under Facility A shall repay the aggregate Loans in instalments by repaying on each Facility A Repayment Date an amount which reduces the Base Currency Amount of the outstanding aggregate Facility A Loans by the amount set out opposite that Facility A Repayment Date below:

Facility A Repayment Date		Repayment Instalment
The date falling 12 months from the date of this Agreement.		US$	17,366,666.66
The date falling 24 months from the date of this Agreement.		US$	17,366,666.67
The date falling 36 months from the date of this Agreement.		US$	17,366,666.67

(b)

The Borrowers under Facility B shall repay the aggregate Loans in instalments by repaying on each Facility B Repayment Date an amount which reduces the Base Currency Amount of the outstanding aggregate Facility B Loans by the amount set out opposite that Facility B Repayment Date below:

Facility B Repayment Date		Repayment Instalment
The date falling 12 months from the date of this Agreement.		US$	20,966,666.66
The date falling 24 months from the date of this Agreement.		US$	20,966,666.67
The date falling 36 months from the date of this Agreement.		US$	20,966,666.67

(c)

The Borrowers may not reborrow any part of a Facility which is repaid.

6.2

Effect of cancellation and prepayment on scheduled repayments and reductions

	(a)		If the Obligors’ Agent cancels the whole or any part of the Facility A Commitments or Facility B Commitments in accordance with Clause 7.4 (Right of cancellation and repayment in relation to a single Lender) or if the Facility A Commitment or Facility B Commitment of any Lender is reduced under Clause 7.1 (Illegality) then the amount of the Repayment Instalment in relation to the relevant Facility for each Repayment Date falling after that cancellation will reduce pro rata by the amount cancelled.
	(b)		If the Obligors’ Agent cancels the whole or any part of the Facility A Commitments or Facility B Commitments, in accordance with Clause 7.2 (Voluntary cancellation) then the amount of the Repayment Instalment in relation to the relevant Facility for

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each Repayment Date falling after that cancellation will reduce pro rata by the amount cancelled.

	(c)		If any of the Facility A Loans or Facility B Loans are prepaid in accordance with Clause 7.4 (Right of cancellation and repayment in relation to a single Lender) or Clause 7.1 (Illegality) then the amount of the Repayment Instalment for the relevant Facility for each Repayment Date falling after that prepayment will reduce pro rata by the amount of the relevant Loan prepaid.
	(d)		If any of the Facility A Loans or Facility B Loans are prepaid in accordance with Clause 7.3 (Voluntary prepayment of Loans) then the amount of the Repayment Instalment for each Repayment Date falling after that prepayment will reduce pro rata by the amount prepaid.

7. Illegality, voluntary prepayment and cancellation

7.1

Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Utilisation:

	(a)		that Lender, shall promptly notify the Agent upon becoming aware of that event;
	(b)		upon the Agent notifying the Obligors’ Agent, the Commitment of that Lender will be immediately cancelled; and
	(c)		the Borrower shall repay that Lender’s participation in the Utilisations on the last day of the Interest Period for each Utilisation occurring after the Agent has notified the Obligors’ Agent or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.2

Voluntary cancellation

The Obligors’ Agent may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of US$1,000,000) of an Available Facility. Any cancellation under this Clause 7.2 shall reduce the Commitments of the Lenders rateably under that Facility.

7.3

Voluntary prepayment of Loans

(a)

The Borrower to which a Loan has been made may, if it or the Obligors’ Agent gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of that Loan (but, if in part, being an amount that reduces the Base Currency Amount of that Loan by a minimum amount of US$1,000,000).

(b)

A Loan may only be prepaid after the last day of the Availability Period relating to the Facility (or, if earlier, the day on which the applicable Available Facility is zero).

7.4

Right of cancellation and repayment in relation to a single Lender

(a)

If:

(i)

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or

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(ii)

any Lender claims indemnification from the Obligors’ Agent or an Obligor under Clause 14.3 (Tax indemnity) or Clause 15 (Increased Costs),

the Obligors’ Agent may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Utilisations.

(b)

On receipt of a notice referred to in paragraph (a) above in relation to a Lender, the Commitment of that Lender shall immediately be reduced to zero.

(c)

On the last day of each Interest Period which ends after the Obligors’ Agent has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Obligors’ Agent in that notice), the Borrower shall repay that Lender’s participation in that Utilisation together with all interest and other amounts accrued under the Finance Documents.

8. Mandatory prepayment

8.1

Exit

(a)

Upon the occurrence of:

	(i)		a Change of Control; or
	(ii)		the sale of all or substantially all of the assets of the Group whether in a single transaction or a series of related transactions,

the Parent and the Agent shall enter into good faith negotiations to determine how the Facilities can continue to remain outstanding and be made available by the Lenders. If no agreement is reached within 30 days of the Change of Control, the Facilities will be immediately cancelled and all outstanding Utilisations, together with accrued interest, and all other amounts accrued under the Finance Documents, shall become due and payable 5 days after such cancellation.

9. Restrictions

9.1

Notices of cancellation or prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 7 (Illegality, voluntary prepayment and cancellation) (subject to the terms of those Clauses) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

9.2

Interest and other amounts

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

9.3

No reborrowing of Facilities

No Borrower may reborrow any part of a Facility which is prepaid.

9.4

Prepayment in accordance with Agreement

No Borrower shall repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

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9.5

No reinstatement of Commitments

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

9.6

Agent’s receipt of Notices

If the Agent receives a notice under Clause 7 (Illegality, voluntary prepayment and cancellation) it shall promptly forward a copy of that notice or election to either the Obligors’ Agent or the affected Lender, as appropriate.

9.7

Effect of Repayment and Prepayment on Commitments

If all or part of a Utilisation under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Utilisation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this Clause 9.7 shall reduce the Commitments of the Lenders rateably under that Facility.

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Section 5

Costs of Utilisation

10. Interest

10.1

Calculation of interest

(a)

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(i)

Margin;

	(ii)		LIBOR; and
	(iii)		Mandatory Cost, if any.

10.2

Payment of interest

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period.

10.3

Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is one per cent higher than 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 successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 10.3 shall be immediately payable by the Obligor on demand by the Agent.

(b)

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

	(i)		the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and
	(ii)		the rate of interest applying to the overdue amount during that first Interest Period shall be one per cent higher than the rate which would have applied if the overdue amount had not become due.

(c)

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

10.4

Notification of rates of interest

The Agent shall promptly notify the Lenders and the relevant Borrower (or the Obligors’ Agent) of the determination of a rate of interest under this Agreement.

11. Interest Periods

11.1

Selection of Interest Periods and Terms

(a)

The Interest Period for a Loan shall be three Months.

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(b)

An Interest Period for a Loan shall not extend beyond the Termination Date.

(c)

Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

11.2

Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

11.3

Consolidation Loans

If two or more Interest Periods:

(a)

relate to Loans made to the same Borrower; and

(b)

end on the same date,

those Loans will, be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

12. Changes to the calculation of interest

12.1

Absence of quotations

Subject to Clause 12.2 (Market disruption) if LIBOR is to be determined by reference to the Base Reference Banks but a Base Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Base Reference Banks.

12.2

Market disruption

(a)

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

	(i)		the Margin;
	(ii)		the rate notified to the Agent by that Lender as soon as practicable and in any event by close of business on the date falling 2 Business Days after the Quotation Day (or, if earlier, on the date falling 2 Business Days prior to the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and
	(iii)		the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

(b)

If:

	(i)		the percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above is less than LIBOR; or
	(ii)		a Lender has not notified the Agent of a percentage rate per annum pursuant to paragraph (a)(ii) above,

the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.

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(c)

In this Agreement:

“Market Disruption Event” means:

	(i)		at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Base Reference Banks supplies a rate to the Agent to determine LIBOR for the relevant currency and Interest Period; or
	(ii)		before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 30 per cent of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of LIBOR.

12.3

Alternative basis of interest or funding

(a)

If a Market Disruption Event occurs and the Agent or the Parent so requires, the Agent and the Obligors’ Agent shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(b)

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

12.4

Break Costs

(a)

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

(b)

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

13. Fees

13.1

Arrangement fee

The Parent shall pay to the Arranger an arrangement fee in the amount, manner and at the times agreed in a Fee Letter.

13.2

Prepayment fee

If a prepayment is made in full under Clause 7.3 (Voluntary prepayment of Loans) as a result of a refinancing or proposed refinancing of the Facilities with a third party, the Parent shall pay with the proposed prepayment a fee in an amount equal to 1% per cent of the amount to be prepaid to the Agent for distribution to the Lenders.

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Section 6

Additional payment obligations

14.		Tax gross-up and indemnities
14.1		Definitions

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

(i)

a Lender (other than a Lender within paragraph (ii) below) which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

(1)

a Lender:

	(A)		which is a bank (as defined for the purpose of Section 879 of the ITA) making an advance under a Finance Document; or
	(B)		in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of Section 879 of the ITA) at the time that that advance was made,

			and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance;
	(2)		a Lender which is:

	(A)		a company resident in the United Kingdom for United Kingdom tax purposes;
	(B)		a partnership each member of which is:

	(aa)		a company so resident in the United Kingdom; or
	(bb)		a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA;
	(cc)		a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits

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(within the meaning of section 19 of the CTA) of that company; or

(3)

a Treaty Lender; or

(ii)

a building society (as defined for the purposes of Section 880 of the ITA) making an advance under a Finance Document.

“Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

	(i)		a company resident in the United Kingdom for United Kingdom tax purposes;
	(ii)		a partnership each member of which is:

	(1)		a company so resident in the United Kingdom; or
	(2)		a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(iii)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

			“Tax Credit” means a credit against, relief or remission for, or repayment of, any Tax.
			“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.
			“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 14.2 (Tax gross-up) or a payment under Clause 14.3 (Tax indemnity).
			“Treaty Lender” means a Lender which:

	(i)		is treated as a resident of a Treaty State for the purposes of the Treaty; and
	(ii)		does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected;

“Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest; and

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“UK Non-Bank Lender” means, where a Lender becomes a Party after the day on which this Agreement is entered into, a Lender which gives a Tax Confirmation in the Assignment Agreement or Transfer Certificate which it executes on becoming a Party.

		Unless a contrary indication appears, in this Clause 14 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.
14.2		Tax gross-up

	(a)		Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
	(b)		The Parent shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Parent and that Obligor.
	(c)		If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
	(d)		A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of tax imposed by the United Kingdom, if on the date on which the payment falls due:

	(i)		the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result 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 Treaty, or any published practice or published concession of any relevant taxing authority; or
	(ii)		the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(2) of the definition of Qualifying Lender; and

	(1)		an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Parent a certified copy of that Direction; and
	(2)		the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(iii)

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(2) of the definition of Qualifying Lender and:

	(1)		the relevant Lender has not given a Tax Confirmation to the Parent; and
	(2)		the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Parent, on the basis that the Tax Confirmation would have enabled

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the Parent to have formed a reasonable belief that the payment was an “exceptional payment” for the purpose of section 930 of the ITA; or

(iv)

the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below.

	(e)		If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
	(f)		Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
	(g)

	(i)		Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction;
	(ii)		Nothing in paragraph (i) above shall require a Treaty Lender to:

	(1)		register under the HMRC DT Treaty Passport scheme;
	(2)		apply the HMRC DT Treaty Passport scheme to any Utilisation if it has so registered; or
	(3)		file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph (j) below or paragraph (a) of Clause 14.6 (HMRC DT Treaty Passport scheme confirmation) and the Obligor making that payment has not complied with its obligations under paragraph (k) below or paragraph (b) of Clause 14.6 (HMRC DT Treaty Passport scheme confirmation).

	(h)		A UK Non-Bank Lender which becomes a Party on the day on which this Agreement is entered into gives a Tax Confirmation to the Parent by entering into this Agreement.
	(i)		A UK Non-Bank Lender shall promptly notify the Parent and the Agent if there is any change in the position from that set out in the Tax Confirmation.
	(j)		A Treaty Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Agent and without liability to any Obligor) by notifying the Agent of its scheme reference number and its jurisdiction of tax residence.

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	(k)		Where a Lender includes the indication described in paragraph (j) above in Part 2 of Schedule 1 (The Original Obligors), the Borrower shall, to the extent that that Lender is a Lender under a Facility made available to the Borrower pursuant to Clause 2.1 (The Facilities), file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing; and
	(l)		If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph (j) above or paragraph (a) of Clause 14.6 (HMRC DT Treaty Passport scheme confirmation), no Obligor shall file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Utilisation.

14.3

Tax indemnity

	(a)		The Parent shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.
	(b)		Paragraph (a) above shall not apply:

(i)

with respect to any Tax assessed on a Finance Party:

	(1)		under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or
	(2)		under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

			if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or
	(ii)		to the extent a loss, liability or cost:

	(1)		is compensated for by an increased payment under Clause 14.2 (Tax gross-up); or
	(2)		would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 14.2 (Tax gross-up) applied.

	(c)		A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Parent.
	(d)		A Protected Party shall, on receiving a payment from an Obligor under this Clause 14.3, notify the Agent.

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

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	(a)		a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part or to that Tax Payment; and
	(b)		that Finance Party has obtained, utilised and retained that Tax Credit,

		the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.
14.5		Lender Status Confirmation
		Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

	(a)		not a Qualifying Lender;
	(b)		a Qualifying Lender (other than a Treaty Lender); or
	(c)		a Treaty Lender.

		If a New Lender fails to indicate its status in accordance with this Clause 14.5 then such New Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent upon receipt of such notification, shall inform the Parent). For the avoidance of doubt, a Transfer Certificate or Assignment Agreement shall not be invalidated by any failure of a Lender to comply with this Clause 14.5.
14.6		HMRC DT Treaty Passport scheme confirmation

	(a)		A New Lender that is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Agent and without liability to any Obligor) in the Transfer Certificate or Assignment Agreement which it executes by including its scheme reference number and its jurisdiction of tax residence in that Transfer Certificate or Assignment Agreement.
	(b)		Where a New Lender includes the indication described in paragraph (a) above in the relevant Transfer Certificate or Assignment Agreement the Borrower shall, to the extent that that New Lender becomes a Lender under a Facility which is made available to the Borrower pursuant to Clause 2.1 (The Facilities), file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of that Transfer Date or that date on which the increase in Total Commitments takes effect and shall promptly provide the Lender with a copy of that filing.

14.7		Stamp taxes
		The Parent shall pay and, within three Business Days of demand, indemnify each Secured Party and Arranger against any cost, loss or liability that Secured Party or Arranger incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.
14.8		Value added tax

(a)

All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any

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			VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).
	(b)		If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT.
	(c)		Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
	(d)		Any reference in this Clause 14.8 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994).

15.		Increased Costs
15.1		Increased Costs

	(a)		Subject to Clause 15.3 (Exceptions) the Parent shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.
	(b)		In this Agreement “Increased Costs” means:

	(i)		a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s) overall capital;
	(ii)		an additional or increased cost; or
	(iii)		a reduction of any amount due and payable under any Finance Document,

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

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15.2

Increased cost claims

	(a)		A Finance Party intending to make a claim pursuant to Clause 15.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Parent.
	(b)		Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

15.3

Exceptions

(a)

Clause 15.1 (Increased Costs) does not apply to the extent any Increased Cost is:

	(i)		attributable to a Tax Deduction required by law to be made by an Obligor;
	(ii)		compensated for by Clause 14.3 (Tax indemnity) (or would have been compensated for under Clause 14.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 14.3 (Tax indemnity) applied);
	(iii)		compensated for by the payment of the Mandatory Cost; or
	(iv)		attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

(b)

In this Clause 15.3 reference to a “Tax Deduction” has the same meaning given to the term in Clause 14.1 (Definitions).

16.		Other indemnities
16.1		Currency indemnity

(a)

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

	(i)		making or filing a claim or proof against that Obligor; or
	(ii)		obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

			that Obligor shall as an independent obligation, within three Business Days of demand, indemnify the Arranger and each other Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (1) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (2) the rate or rates of exchange available to that person at the time of its receipt of that Sum.
	(b)		Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

16.2		Other indemnities
		The Parent shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify the Arranger and each other Secured Party against any cost, loss or liability incurred by it as a result of:

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	(a)		the occurrence or continuance of any Event of Default;
	(b)		a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 30 (Sharing among the Finance Parties);
	(c)		funding, or making arrangements to fund, its participation in a Utilisation requested by the Borrower (or the Obligors’ Agent on its behalf) in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);
	(d)		a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the Borrower or the Obligors’ Agent.

16.3		Indemnity to the Agent
		The Parent shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

	(a)		investigating any event which it reasonably believes is a Default; or
	(b)		acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

16.4

Indemnity to the Security Agent

(a)

Each Obligor shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:

	(i)		the taking, holding, protection or enforcement of the Transaction Security;
	(ii)		the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; and
	(iii)		any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents.

(b)

The Security Agent may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 16.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.

17.		Mitigation by the Lenders
17.1		Mitigation

	(a)		Each Finance Party shall, in consultation with the Parent, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 14 (Tax gross-up and indemnities) or Clause 15 (Increased Costs) or paragraph 3 of Schedule 4 (Mandatory Cost Formula) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.
	(b)		Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

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17.2

Limitation of liability

	(a)		The Parent shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 17.1 (Mitigation).
	(b)		A Finance Party is not obliged to take any steps under Clause 17.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

18.		Costs and expenses
18.1		Transaction expenses
		The Parent shall promptly on demand pay the Agent, the Arranger and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution, completion, syndication and perfection of:

	(a)		this Agreement and any other documents referred to in this Agreement and the Transaction Security;
	(b)		any other Finance Documents executed after the date of this Agreement; and
	(c)		any advice received from Danish or Australian legal counsel in relation to the ability of the Finance Parties to appoint members and otherwise control any member of Secured Group.

18.2		Amendment costs
		If:

	(a)		an Obligor requests an amendment, waiver or consent; or
	(b)		an amendment is required pursuant to Clause 31.9 (Change of currency),

		the Parent shall in each case, within three Business Days of demand, reimburse each of the Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent and the Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.
18.3		Security Agent’s ongoing costs

(a)

In the event of:

	(i)		a Default;
	(ii)		the Security Agent considering it necessary or expedient; or
	(iii)		the Security Agent being requested by an Obligor or the Majority Lenders to undertake duties which the Security Agent and the Parent agree to be of an exceptional nature and/or outside the scope of the normal duties of the Security Agent under the Finance Documents,

the Parent shall, in each case, pay to the Security Agent any additional remuneration that may be agreed between them.

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(b)

If the Security Agent and the Parent fail to agree upon the nature of the duties or upon any additional remuneration, that dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Parent or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Parent) and the determination of any investment bank shall be final and binding upon the parties to this Agreement.

18.4		Enforcement and preservation costs
		The Parent shall, within three Business Days of demand, pay to the Arranger and each other Secured Party on a full indemnity basis the amount of all costs and expenses (including legal, valuation, accountancy and consulting fees and commission and out of pocket expenses) and any VAT thereon incurred by it in connection with the enforcement of or the preservation of or the release of any rights under any Finance Document or any of the documents referred to in such documents in any jurisdiction and any proceedings instituted by or against the Security Agent as a consequence of taking or holding the Transaction Security or enforcing these rights.

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Section 7

Guarantee and indemnity

19.		Guarantee and indemnity
19.1		Guarantee and indemnity
		Each Guarantor irrevocably and unconditionally jointly and severally:

	(a)		guarantees to each Finance Party punctual performance by the Borrower of all the Borrower’s obligations under the Finance Documents;
	(b)		undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and
	(c)		agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

19.2		Continuing guarantee
		This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.
19.3		Reinstatement
		If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 19 will continue or be reinstated as if the discharge, release or arrangement had not occurred.
19.4		Waiver of defences
		The obligations of each Guarantor under this Clause 19 will not be affected by an act, omission, matter or thing which, but for this Clause 19, would reduce, release or prejudice any of its obligations under this Clause 19 (without limitation and whether or not known to it or any Finance Party) including:

	(a)		any time, waiver or consent granted to, or composition with, any Obligor or other person;
	(b)		the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
	(c)		the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any

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			formality or other requirement in respect of any instrument or any failure to realise the full value of any Security;
	(d)		any legal limitation, incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;
	(e)		any amendment, novation, supplement, extension or restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or Security including any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or Security;
	(f)		any unenforceability, illegality, invalidity or frustration of any obligation of any person under any Finance Document or any other document or Security;
	(g)		the failure of any member of the Group to enter into or be bound by any Finance Document;
	(h)		any action (or decision not to act) taken by a Finance Party (or any trustee or agent on its behalf) in accordance with Clause 19.7 (Appropriations); or
	(i)		any insolvency, dissolution or similar proceedings or from any law, regulation or order.

19.5		Guarantor intent
		Without prejudice to the generality of Clause 19.4 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.
19.6		Immediate recourse
		Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 19. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.
19.7		Appropriations
		Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a)

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

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(b)

hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 19.

19.8		Deferral of Guarantors’ rights
		Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 19:

	(a)		to be indemnified by an Obligor;
	(b)		to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;
	(c)		to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;
	(d)		to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 19.1 (Guarantee and indemnity);
	(e)		to exercise any right of set-off against any Obligor; and/or
	(f)		to claim or prove as a creditor of any Obligor in competition with any Finance Party;

		If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 31 (Payment mechanics).
19.9		Release of Guarantors’ right of contribution
		If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

	(a)		that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and
	(b)		each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or relate to the assets of the Retiring Guarantor.

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19.10		Additional security
		This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.
19.11		Guarantee limitations
		With respect to any Additional Guarantor, this guarantee is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor.

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Section 8

Representations, undertakings and Events of Default

20.		Representations
20.1		General

	(a)		Each Obligor makes the representations and warranties set out in this Clause 20 to each Finance Party in accordance with Clause 20.31 (Times when representations made).
	(b)		For ease of reference only, the representations and warranties in this Clause 20 marked with an asterisk are the Repeating Representations.

20.2

*Status

	(a)		It and each of its Subsidiaries is a limited liability corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.
	(b)		It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

20.3		*Binding obligations
		Subject to the Legal Reservations:

	(a)		the obligations expressed to be assumed by it in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations; and
	(b)		(without limiting the generality of paragraph (a) above), each Transaction Security Document to which it is a party creates the security interests which that Transaction Security Document purports to create and those security interests are valid and effective.

20.4		*Non-conflict with other obligations
		The entry into and performance by it of, and the transactions contemplated by, the Finance Documents and the granting of the Transaction Security do not and will not conflict with:

	(a)		any law or regulation applicable to it;
	(b)		the constitutional documents of any member of the Group; or
	(c)		any agreement or instrument binding upon it or any member of the Group or any member of the Group’s assets or constitute a default or termination event (however described) under any such agreement or instrument or would result in any liability on the part of a Finance Party to any third party or require the creation of any security interest over any asset in favour of a third party.

20.5

*Power and authority

(a)

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

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(b)

No limit on its powers will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party.

20.6

*Validity and admissibility in evidence

(a)

All Authorisations required:

	(i)		to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and
	(ii)		to make the Finance Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are in full force and effect except any Authorisation referred to in Clause 20.9 (No filing or stamp taxes), which Authorisations will be promptly obtained or effected after the date of this Agreement.

(b)

All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect and are not likely to be revoked or materially adversely amended and no notice of an intention to terminate any such Authorisation has been received by any member of the Group.

20.7

*Governing law and enforcement

	(a)		The law expressed to be the governing law in each Finance Document will be recognised and enforced in the Relevant Jurisdictions of each Obligor executing that Finance Document.
	(b)		Any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

20.8

Insolvency

No:

	(a)		corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 24.7 (Insolvency proceedings); or
	(b)		creditors’ process described in Clause 24.8 (Creditors’ process),

has been taken or, to the knowledge of the Parent, threatened in relation to a member of the Group and none of the circumstances described in Clause 24.6 (Insolvency) applies to any member of the Group.

20.9		No filing or stamp taxes
		Under the laws of its Relevant Jurisdiction it is not necessary that any Finance Document be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents except any filing, recording or enrolling or any tax or fee payable in relation to any Transaction Security Document which is referred to in any Legal Opinion and which will be made or paid promptly after the date of the relevant Finance Document.

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20.10

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)

a Qualifying Lender:

	(i)		falling within paragraph (i)(1) of the definition of Qualifying Lender; or
	(ii)		except where a Direction has been given under section 931 of the ITA in relation to the payment concerned, falling within paragraph (i)(2) of the definition of Qualifying Lender ; or
	(iii)		falling within paragraph (ii) of the definition of Qualifying Lender or;

(b)

a Treaty Lender and the payment is one specified in a direction given by the Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488).

20.11

*No default

	(a)		No Event of Default and, on the date of this Agreement, no Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document.
	(b)		No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing would constitute) a default or termination event (however described) 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 has or is reasonably likely to have a Material Adverse Effect.

20.12

No misleading information

Save as specifically disclosed in writing to the Agent and the Arranger in a separate disclosure letter prior to the date of this Agreement:

	(a)		Any factual information contained in the Information Package was true and accurate in all material respects as at the date of the relevant report or document containing the information or (as the case may be) as at the date the information is expressed to be given.
	(b)		The Barclays Presentation has been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements, and the financial projections contained in the Barclays Presentation have been prepared on the basis of recent historical information, are fair and based on reasonable assumptions and have been approved by the board of directors of the Parent.
	(c)		Any financial projection or forecast contained in the Information Package has been prepared on the basis of recent historical information and on the basis of reasonable assumptions and was fair (as at the date of the relevant report or document containing the projection or forecast) and arrived at after careful consideration.
	(d)		The expressions of opinion or intention provided by or on behalf of an Obligor for the purposes of the Information Package were made after careful consideration and (as at the date of the relevant report or document containing the expression of opinion or intention) were fair and based on reasonable grounds.

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	(e)		No event or circumstance has occurred or arisen and no information has been omitted from the Information Package and no information has been given or withheld that results in the information, opinions, intentions, forecasts or projections contained in the Information Package being untrue or misleading in any material respect.
	(f)		All material information provided to a Finance Party by or on behalf of the Parent in connection with CIGNA and/or the CIGNA Reinsurance Arrangements on or before the date of this Agreement and not superseded before that date (whether or not contained in the Information Package) is accurate and not misleading in any material respect and all projections provided to any Finance Party on or before the date of this Agreement have been prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied.
	(g)		*All other written information provided by any member of the Group (including its advisers) to a Finance Party or the provider of any Report was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect.

20.13

*Original Financial Statements

	(a)		Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Agent in writing to the contrary.
	(b)		Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant period unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement.
	(c)		Its audited Original Financial Statements give a true and fair view of its financial condition and results of operations during the relevant Financial Year unless expressly disclosed to the Agent in writing to the contrary prior to the date of this Agreement.
	(d)		There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent) since the date of the Original Financial Statements.
	(e)		The Original Financial Statements of the Parent do not consolidate the results, assets or liabilities of any person or business which does not form part of the Group.
	(f)		Its most recent financial statements delivered pursuant to Clause 21.1 (Financial statements):

	(i)		have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements and the Barclays Presentation; and
	(ii)		give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.

(g)

The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared.

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(h)

Since the date of the most recent financial statements delivered pursuant to Clause 21.1 (Financial statements) there has been no material adverse change in the business, assets or financial condition of the Group.

20.14

No proceedings pending or threatened

		No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, are reasonably likely to have a Material Adverse Effect, have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against it or any of its Subsidiaries.
20.15		No breach of laws

	(a)		It has not (and none of its Subsidiaries has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.
	(b)		No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against any member of the Group which have or are reasonably likely to have a Material Adverse Effect.

20.16

Taxation

	(a)		It is not (and none of its Subsidiaries is) materially overdue in the filing of any Tax returns and it is not (and none of its Subsidiaries is) overdue in the payment of any amount in respect of Tax of US$500,000 (or its equivalent in any other currency) or more.
	(b)		No claims or investigations are being or are reasonably likely to be made or conducted against it (or any of its Subsidiaries) with respect to Taxes such that a liability of, or claim against, any member of the Group of US$500,000 (or its equivalent in any other currency) or more is reasonably likely to arise.
	(c)		It is resident for Tax purposes only in the jurisdiction of its incorporation.

20.17

Security and Financial Indebtedness

	(a)		No Security or Quasi-Security exists over all or any of the present or future assets of any member of the Secured Group other than as permitted by this Agreement.
	(b)		No Security or Quasi-Security exists over all or any of the Charged Property of any Obligor other than pursuant to this Agreement.
	(c)		No member of the Secured Group has any Financial Indebtedness outstanding other than as permitted by this Agreement.
	(d)		All of the Existing Security listed in Part 2 of Schedule 14 (Secured Group - Letter of credit / ordinary course security) relates to security granted in relation to letters of credit and was granted in the ordinary course of business.

20.18		*Ranking
		The Transaction Security has or will have first ranking priority and it is not subject to any prior ranking or pari passu ranking Security.

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20.19		*Good title to assets
		It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.
20.20		*Legal and beneficial ownership
		It and each of its Subsidiaries is the sole legal and beneficial owner of the respective assets over which it purports to grant Security to the Security Agent.
20.21		Shares
		The shares of any member of the Group which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights. The constitutional documents of companies whose shares are subject to the Transaction Security do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Transaction Security. There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any member of the Group (including any option or right of pre-emption or conversion).
20.22		Intellectual Property
		It and each of its Subsidiaries:

	(a)		is the sole legal and beneficial owner of or has licensed to it on normal commercial terms all the Intellectual Property which is material in the context of its business and which is required by it in order to carry on its business as it is being conducted and as contemplated in the Barclays Presentation;
	(b)		does not (nor does any of its Subsidiaries), in carrying on its businesses, infringe any Intellectual Property of any third party in any respect which has or is reasonably likely to have a Material Adverse Effect; and
	(c)		has taken all formal or procedural actions (including payment of fees) required to maintain any material Intellectual Property owned by it.

20.23		Group Structure Chart
		The Group Structure Chart is true, complete and accurate in all material respects and shows the following information:

	(i)		each member of the Group, including current name, its jurisdiction of incorporation and/or establishment, its shareholders and indicates whether a company is a Dormant Subsidiary or is not a company with limited liability; and
	(ii)		all minority interests in any member of the Group and any person in which any member of the Group holds shares in its issued share capital or equivalent ownership interest of such person.

20.24		Financial Year end
		The end of the Financial Year for each member of the Group is 31 December.

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20.25		Disclosures and other documents
		As at the date of delivery, the documents delivered to the Agent under any Finance Document by or on behalf of any Obligor (including pursuant to Clause 4.1 (Initial conditions precedent)) are genuine (or, in the case of copy documents, are true, complete and accurate copies of originals which are genuine), are up to date and in full force and effect (or if a copy, the original is up to date and in full force and effect) and have not been amended.
20.26		*Centre of main interests and establishments
		In relation to each Obligor incorporated in a member state of the European Union, for the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(h) of the Regulations) in any other jurisdiction.
20.27		Insurance
		There has been no non-disclosure, misrepresentation or breach of any term of any material insurance policy which would entitle any insurer to repudiate, rescind or cancel it or to treat it as avoided in whole or in part or otherwise decline any valid claim under it by or on behalf of any member of the Group.
20.28		Immunity

	(a)		The execution by it of each Finance Document constitutes, and the exercise by it of its rights and performance of its obligations under each Finance Document will constitute private and commercial acts performed for private and commercial purposes.
	(b)		It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its Relevant Jurisdictions in relation to any Finance Document.

20.29

No adverse consequences

(a)

It is not necessary under the laws of its Relevant Jurisdictions:

	(i)		in order to enable any Finance Party to enforce its rights under any Finance Document; or
	(ii)		by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document,

that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of its Relevant Jurisdictions.

(b)

No Finance Party is or will be deemed to be resident, domiciled or carrying on business in its Relevant Jurisdictions by reason only of the execution, performance and/or enforcement of any Finance Document.

20.30

Pensions

Each member of the Group is in compliance in all material respects with all applicable laws, regulations and contracts relating to the provision of pension schemes and any pension scheme(s) it operates or participates in. Each such pension scheme is fully

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		funded based on the minimum funding requirement required by applicable law or regulation.
20.31		Times when representations made

	(a)		All the representations and warranties in this Clause 20 are made by each Original Obligor on the date of this Agreement and with respect to the Information Package, on the date of this Agreement and on any later date on which the Information Package (or part of it) is released to the Arranger.
	(b)		The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period (except that those contained in paragraphs (a) to (e) of Clause 20.13 (Original Financial Statements) will cease to be so made once subsequent financial statements have been delivered under this Agreement).
	(c)		All the representations and warranties in this Clause 20 except Clause 20.12 (No misleading information), Clause 20.23 (Group Structure Chart), Clause 20.25 (Disclosures and other documents) are deemed to be made by each Additional Obligor on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor.
	(d)		Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

21.

Information undertakings

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

In this Clause 21:

“Annual Financial Statements” means the financial statements for a Financial Year delivered pursuant to paragraph (a) of Clause 21.1 (Financial statements).

“Quarterly Financial Statements” means the financial statements delivered pursuant to paragraph (b) of Clause 21.1 (Financial statements).

“Quarterly Management Accounts” means the management accounts of the Secured Group delivered pursuant to paragraph (c) of Clause 21.1 (Financial statements).

21.1

Financial statements

The Parent shall supply to the Agent in sufficient copies for all the Lenders:

(a)

as soon as they are available, but in any event within 120 days after the end of each of its Financial Years:

	(i)		its audited consolidated and unconsolidated financial statements for that Financial Year;
	(ii)		the audited financial statements (consolidated if appropriate) of each member of the Secured Group for that Financial Year; and
	(iii)		the audited financial statements of each Obligor for that Financial Year if requested by the Agent;

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	(b)		as soon as they are available, but in any event within 45 days after the end of each Financial Quarter of each of its Financial Years its consolidated and unconsolidated financial statements for that Financial Quarter which shall include the Capital Release Schedule; and
	(c)		as soon as they are available, but in any event within 45 days after the end of each Financial Quarter of each of its Financial Years the management accounts of each member of the Secured Group (to include cumulative management accounts for the Financial Year to date).

21.2

Provision and contents of Compliance Certificate

	(a)		The Parent shall supply a Compliance Certificate to the Agent with each set of its audited consolidated Annual Financial Statements and each set of its consolidated Quarterly Financial Statements.
	(b)		The Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with Clause 22 (Financial covenants).
	(c)		Each Compliance Certificate shall be signed by two directors one of whom must be the Chief Financial Officer of the Group and, if required to be delivered with the consolidated Annual Financial Statements of the Parent, shall be reported on by the Parent’s Auditors in the form agreed by the Parent and the Majority Lenders.

21.3

Requirements as to financial statements

(a)

The Parent shall procure that each set of Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition the Parent shall procure that:

	(i)		each set of Annual Financial Statements shall be audited by the Auditors;
	(ii)		each set of Quarterly Financial Statements includes a cashflow forecast (comprising the Capital Release Schedule) in respect of the Group relating to the 12 month period commencing at the end of the relevant Financial Quarter; and
	(iii)		each set of Quarterly Management Accounts is accompanied by:

	(1)		a statement by the directors of the Parent commenting on the performance of the Group for the quarter to which the financial statement relate and the Financial Year to date and any material developments or material proposals affecting the Group or its business; and
	(2)		a report setting out, in respect of each insurance company in the Group: (i) its capital resources; (ii) its Pillar 1 Capital Requirement; (iii) its ICA Capital Requirement; (iv) its ICG Capital Requirement; and (v) any deductions made from its capital resources when determining its compliance with its ICA Capital Requirement or its ICG Capital Requirement.

(b)

Each set of financial statements delivered pursuant to Clause 21.1 (Financial statements):

(i)

shall be certified by the Chief Financial Officer as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or fairly representing (in other cases), its financial condition and operations as at the date as at which those financial statements were

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			drawn up and, in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company by the Auditors and accompanying those Annual Financial Statements;
	(ii)		in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the Chief Financial Officer comparing actual performance for the period to which the financial statements relate to:

	(1)		the projected performance for that period set out in the Budget; and
	(2)		the actual performance for the corresponding period in the preceding Financial Year of the Group; and

(iii)

shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Barclays Presentation, unless, in relation to any set of financial statements, the Parent notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and its Auditors (or, if appropriate, the Auditors of the Obligor) deliver to the Agent:

	(1)		a description of any change necessary for those financial statements to reflect the Accounting Principles or accounting practices upon which the Barclays Presentation was prepared; and
	(2)		sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Barclays Presentation (in the case of the Parent) or that Obligor’s Original Financial Statements (in the case of an Obligor).

Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Barclays Presentation or, as the case may be, the Original Financial Statements were prepared.

	(c)		If the Agent receives a report from the Parent’s Auditors pursuant to sub-paragraph (b)(iii) above, the Majority Lenders (in consultation with the Parent and the Auditors) may require such changes to the covenants set out in Clause 22 (Financial covenants) as are necessary solely to reflect the changes notified to them.
	(d)		If the Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Agent may notify the Parent, stating the questions or issues which the Agent wishes to discuss with the Auditors. In this event, the Parent must ensure that the Auditors are authorised (at the expense of the Parent):

	(i)		to discuss the financial position of each member of the Group with the Agent on request from the Agent;
	(ii)		to verify any financial information required by the Finance Documents to be provided to the Agent;

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	(iii)		to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request; and
	(iv)		to verify any figures required to calculate the financial covenants in Clause 22 (Financial covenants).

(e)

If following discussions with the Parent’s Auditors pursuant to paragraph (d) above, the Majority Lenders (acting reasonably) remain concerned about the accuracy of the financial information supplied to them, they may require (at the Parent’s expense) an independent firm of accountants acceptable to the Majority Lenders to carry out an appropriate investigation and give a certificate satisfactory to the Majority Lenders concerning any matter referred to in sub-paragraph (d)(i) above or the calculation of any term defined in Clause 22.1 (Financial definitions).

21.4

Budget

	(a)		The Parent shall supply to the Agent in sufficient copies for all the Lenders, as soon as the same become available but in any event not less than 60 days after the start of each of its Financial Years, an annual Budget for that Financial Year.
	(b)		The Parent shall ensure that each Budget:

	(i)		is in a format reasonably acceptable to the Agent and includes a projected consolidated profit and loss, balance sheet and cashflow statement for the Group, projected financial covenant calculations, Capital Expenditure to be incurred and its anticipated timing and a Capital Release Schedule;
	(ii)		is prepared in accordance with the Accounting Principles and the accounting practices and financial reference periods applied to financial statements under Clause 21.1 (Financial statements); and
	(iii)		has been approved by the board of directors of the Parent.

(c)

If the Parent updates or changes the Budget, it shall promptly deliver to the Agent, in sufficient copies for each of the Lenders, such updated or changed Budget together with a written explanation of the main changes in that Budget.

21.5		Annual Actuarial Report
		The Parent shall supply to the Agent in sufficient copies for all of the Lenders, as soon as the same shall become available, but in any event not more than 60 days after the end of each of its Financial Years, an actuarial report provided by Ernst & Young in respect of each member of the Group.

21.6		Presentations
		Once in every Financial Year, or more frequently if requested to do so by the Agent if the Agent reasonably suspects a Default is continuing or may have occurred or may occur, at least two directors of the Parent (one of whom shall be the Chief Financial Officer) must give a presentation to the Finance Parties in London about the on-going business and financial performance of the Group.
21.7		Year-end

	(a)		The Parent shall procure that the end of each Financial Year of each member of the Group falls on 31 December.
	(b)		The Parent shall procure that each quarterly accounting period and each Financial Quarter of each member of the Group ends on a Quarter Date.

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21.8		Information: miscellaneous
		The Parent shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

	(a)		at the same time as they are dispatched, copies of all documents dispatched by the Parent to its shareholders generally (or any class of them) or dispatched by the Parent or any Obligors to its creditors generally (or any class of them);
	(b)		promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group other than in the ordinary course of business, and which, if adversely determined would involve a liability, or a potential or alleged liability, exceeding US$2,000,000 (or its equivalent in other currencies);
	(c)		written notice of any business or transaction undertaken by the Borrower or any member of the Group involving (directly or indirectly) any of Sudan, Iran, Myanmar (Burma), Cuba, North Korea or Syria, to the extent possible in advance of, and in any event promptly upon, the Borrower or such member of the Group commencing such business or transaction, together with sufficient details of such business or transaction as the Lender may require to satisfy any sanctions-related laws, regulations or requirements to which it is subject;
	(d)		promptly, copies of any correspondence, documentation or other communication dispatched by or to the FSA or other relevant regulatory body in respect of any member of the Group’s regulatory capital requirements;
	(e)		within 10 business days of submission to the FSA by any insurance company in the Group, copies of: (i) FSA Returns; (ii) the Group Capital Resources Report; and (iii) Close Links Report;
	(f)		promptly, copies of any agreement for the acquisition or disposal of a Subsidiary or for an insurance business transfer to or from any member of the Group, together with copies of all documents sent to policyholders in connection with any such insurance business transfer;
	(g)		promptly, such information as the Security Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Transaction Security Documents; and
	(h)		promptly on request, such further information regarding the financial condition, assets and operations of the Group and/or any member of the Group (including any requested amplification or explanation of any item in the financial statements, budgets or other material provided by any Obligor under this Agreement, any changes to senior management and an up to date copy of its Shareholders’ register (or equivalent in its jurisdiction of incorporation)) as any Finance Party through the Agent may reasonably request.