Full name: Facility agreement: management buyouts.

DATED

------------

FACILITY AGREEMENT

between

[BORROWER]

and

[ORIGINAL GUARANTORS]

and

[LENDER]
CONTENTS
CLAUSE
1. Definitions and interpretation 1
2. The Facility 20
3. Purpose 21
4. Conditions precedent 21
5. Availability of the Facility 22
6. Interest 22
7. Default interest 26
8. Repayment 27
9. Mandatory prepayment on Change of Control, Listing and Sale 27
10. Mandatory prepayment from disposals, warranty claims and insurance claims
28
11. Excess Cashflow 30
12. Voluntary prepayment 30
13. Tax and increased cost prepayment 31
14. Illegality31
15. Application of partial prepayments 32
16. Repayment, prepayment and cancellation general provisions 32
17. Payments 33
18. Fees, charges and expenses 35
19. Taxes 36
20. Increased Costs 38
21. Indemnities 39
22. Mitigation by Lender 40
23. Representations and warranties 40
24. Covenants 41
25. Events of Default 42
26. Assignment and transfer 46
27. Additional Guarantors 47
28. Resignation of a Guarantor 48
29. Confidentiality 48
30. Set-off 50
31. Calculations and certificates 51
32. Amendments, waivers and consents 51
33. Severance 52
34. Counterparts 52
35. Third party rights 53
36. Notices 53
37. Appointment of Borrower as Obligors' agent 55
38. Governing law and jurisdiction 55
SCHEDULE

SCHEDULE 1 ORIGINAL GUARANTORS, MANAGEMENT TEAM AND DORMANT

SUBSIDIARIES 57

Part 1. Guarantors 57

Part 2. Management Team 57

Part 3. Dormant Subsidiaries 57

SCHEDULE 2 CONDITIONS PRECEDENT 58

Part 1. Initial conditions precedent 58

1. Constitutional documents, resolutions and certificates 58
2. Finance Documents 59
3. Other Transaction Documents 61
4. Financial 62
5. Reports 62
6. [Legal opinion 63
7. Other documents and evidence 63

Part 2. Conditions precedent for Additional Guarantors 64

1. Constitutional documents, resolutions and certificates 64
2. Finance Documents 65
3. Financial 67
4. [Legal opinion 67
5. Other documents and evidence 67

SCHEDULE 3 FORM OF DRAWDOWN REQUEST AND SELECTION NOTICE 68

Part 1. Form of Drawdown Request 68

Part 2. Form of Selection Notice 69

SCHEDULE 4 [CALCULATION OF MANDATORY COSTS] 70

1. Alternative requirements 70
2. Calculation of costs 70

SCHEDULE 5 REPRESENTATIONS AND WARRANTIES 72

1. Due incorporation 72
2. Powers 72
3. Non-contravention 72
4. Authorisations 72
5. Binding obligations 73
6. No filing or stamp taxes 73
7. [Choice of law 73
8. [No withholding Taxes 73
9. No default 73
10. Information 74
11. Financial statements 74
12. No material adverse change 74
13. Accounting reference date 75
14. No litigation 75
15. No breach of law 75
16. No breach of Environmental Law 75
17. No Dangerous Substances 75
18. Dormant Subsidiaries 76
19. Borrower has not traded 76
20. Group structure and funds flow 76
21. Ownership of assets 76
22. Intellectual property 76
23. [Pensions 77
24. [Centre of main interests and establishments 77
25. Acquisition Documents 77
26. Equity Documents and Service Agreements 77
27. Option agreements 77
28. Copy documents 77

SCHEDULE 6 COVENANTS 78

Part 1. Positive covenants 78

1. Authorisations 78
2. Compliance with law 78
3. Environmental Law and Environmental Licences 78
4. Dangerous Substances 78
5. Tax affairs 78
6. Insurance 79
7. Key Man Insurance Policies 79
8. Maintenance of intellectual property rights 79
9. Maintenance of assets 80
10. Pension contributions 80
11. Rights of inspection 80
12. Further assurance 80
13. Bank accounts 80
14. Enforcement of rights 80
15. Ranking of obligations 81
16. Hedging of Facility 81
17. Dormant Subsidiaries 81

Part 2. Restrictive covenants 81

1. Negative pledge 81
2. Borrowings 81
3. Guarantees 82
4. Sale and leasebacks 82
5. Finance Leases 82
6. Loans and credit 82
7. Change of business 82
8. Merger 82
9. Acquisitions 82
10. Formation of subsidiaries 83
11. Arm's length transactions 83
12. Accounting reference date 83
13. [Choice of auditors 83
14. Tax residence 83
15. Transaction Documents 83
16. [Memorandum and] Articles of Association 83
17. Publicity84
18. Share allotments 84
19. Redemption of shares and Loan Notes 84
20. Dividends and interest on Loan Notes 84
21. Investor fees 84
22. Derivative transactions 84
23. Management remuneration84

Part 3. Information covenants 85

1. Shareholder, Investor and creditor information 85
2. Other information to be given 85
3. Certificate of no default 86
4. Know your customer 86

Part 4. Financial Covenants and information 86

1. Financial statements and information 86
2. Financial Covenants 87
3. Applicable periods 88
4. Applicable financial statements 88
5. Lender's right to investigate 89
6. Change in accounting principles 90
7. Computation disputes 90

SCHEDULE 7 FORM OF COMPLIANCE CERTIFICATE 91

SCHEDULE 8 FORM OF ACCESSION DEED 93

Schedule 9 Form of Resignation Letter 94

THIS AGREEMENT is dated [DATE]

PARTIES

(1) [FULL COMPANY NAME] incorporated and registered in England and Wales with
company number [NUMBER] whose registered office is at [REGISTERED OFFICE
ADDRESS] (Borrower).

(2) Each of the companies listed in Part 1. of Schedule 1, whose place of incorporation
and registration, company number and registered office is also there set out (Original
Guarantors).

(3) [FULL NAME OF BANK] incorporated and registered in [COUNTRY OF

INCORPORATION] with company number [NUMBER] whose address for the
purpose of this agreement is [FACILITY OFFICE ADDRESS] (Lender).

AGREED TERMS

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

The following definitions apply in this agreement:

Accession Deed: an accession deed to this agreement substantially in the form set out
in Schedule 8.
Accountants' Report: the report on the Target Group dated [DATE] by [NAME OF
ACCOUNTANTS] addressed to the Lender.
Acquisition: the acquisition by the Borrower of the Target Shares.
Acquisition Agreement: the agreement relating to the sale and purchase of the Target
Shares dated on or about the date of this agreement between the Borrower and the
Sellers.
Acquisition Costs: all fees, costs, expenses and Taxes incurred by the Borrower and
other Group Companies in connection with the Acquisition or the Transaction
Documents.
Acquisition Documents: the Acquisition Agreement, the Tax Deed and any other
documents signed and delivered pursuant to the Acquisition Agreement by the parties
to it.
Additional Guarantor: any Group Company (other than an Original Guarantor) that
executes a Guarantee or a Debenture.
Advance: the Tranche A Advance or the Tranche B Advance.
Affiliate: 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.

1
Articles of Association: the Borrower's articles of association in agreed form to be
adopted on or before Completion.
Auditors: the auditors for the time being of the Borrower and each other Group
Company appointed by them for the purposes of carrying out a statutory audit.
Availability Period: the period from and including the [Effective Date OR date of
this agreement] to and including the date which is 30 days later or, if earlier, the date
on which the Drawing is made.
Basel III
(a) the agreements on capital requirements, a leverage ratio and liquidity
standards contained in:
(i) Basel III: A global regulatory framework for more resilient banks
and banking systems;
(ii) Basel III: International framework for liquidity risk measurement,
standards and monitoring; and
(iii) Guidance for national authorities operating the countercyclical
capital buffer,
published by the Basel Committee on Banking Supervision in December
2010, each as amended, supplemented or restated;

(b) the rules for global systemically important banks contained in Global
systemically important banks: assessment methodology and the additional
loss absorbency requirement - Rules text published by the Basel Committee
on Banking Supervision in November 2011, as amended, supplemented or
restated; and
(c) any further guidance or standards published by the Basel Committee on
Banking Supervision relating to Basel III.
Borrowed Money: any Indebtedness of a Group Company for or in respect of:
(a) borrowing or raising money (with or without security), including any
premium and any capitalised interest on that money;
(b) any bond, note, loan stock, debenture, commercial paper or similar
instrument;
(c) any acceptances under any acceptance credit or bill discounting facility (or
dematerialised equivalent) or any note purchase or documentary credit
facilities;
(d) monies raised by selling, assigning or discounting receivables or other
financial assets on terms that recourse may be had to a Group Company if
those receivables or financial assets are not paid when due;
(e) any deferred payment for assets or services acquired, other than trade credit
that is given in the ordinary course of trading and which does not involve
any deferred payment of any amount for more than 60 days;

2
 (f) any rental or hire charges under any Finance Lease (whether for land,
machinery, equipment or otherwise);
(g) any counter-indemnity obligation in respect of any guarantee, bond,
indemnity, standby letter of credit or other instrument issued by a third party
in connection with the performance of a contract by a Group Company;
(h) any other transaction that has the commercial effect of borrowing (including
any forward sale or purchase agreement and any liabilities which are not
shown as borrowed money on the balance sheet of any Group Company
because they are contingent, conditional or otherwise);
(i) any derivative transaction entered into by any Group Company in
connection with protection against or benefit from fluctuation in any rate or
price (and when calculating the value of any derivative transaction, only the
mark to market value shall be taken into account);
(j) any amount raised by the issue of redeemable shares which are redeemable
(other than at the option of the issuer) before the final repayment date for
the Facility; and
(k) any guarantee, counter-indemnity or other assurance against financial loss
given by a Group Company for any Indebtedness of the type referred to in
any other paragraph of this definition incurred by any person.
When calculating Borrowed Money, no liability shall be taken into account more than
once.
Business Day: a day other than a Saturday, Sunday or public holiday in England
when banks in London are open for business.
Business Plan: the business plan for the Group in agreed form dated [DATE] and
prepared by [PERSON].
Capital Expenditure: any expenditure which in accordance with GAAP is treated as
capital expenditure.
Change of Control: where:
(a) any person or group of connected persons not having control (as defined in
sections 450 and 451 of the Corporation Tax Act 2010) of the Borrower at
Completion acquires control of the Borrower; or
(b) any Investor (or any person to whom shares have been transferred by an
Investor) transfers (whether by a single transfer or by a series of transfers at
different times) shares constituting, in aggregate, [PERCENTAGE]% or
more in nominal value of the Borrower's issued ordinary share capital
without the Lender's prior written consent.
Commitment: the Tranche A Commitment or the Tranche B Commitment.
Completion: completion of the Acquisition pursuant to the Acquisition Agreement.
Compliance Certificate: a certificate substantially in the form set out in Schedule 7.

3
Confidential Information: all information relating to the Group, the Finance
Documents or the Facility of which the Lender becomes aware in its capacity as
Lender, which is received by the Lender from any Group Company (or any Group
Company's advisers) in whatever form, but excluding any information that:
(a) is or becomes public information other than as a direct or indirect result of
any breach by the Lender of clause 29;
(b) is identified in writing by any Group Company (or any Group Company's
advisers) at the time of delivery as non-confidential; or
(c) is known to the Lender before it is disclosed to the Lender by any Group
Company (or any Group Company's advisers) or is lawfully obtained by the
Lender from another source, in either case, through no breach of
confidentiality of which the Lender is or becomes aware.
Confidentiality Undertaking: a confidentiality undertaking in the form agreed by
the Borrower and the Lender.
Consolidated Cashflow: in respect of any relevant period, Consolidated PBIT for
that period, adjusted as follows:
(a) adding back depreciation charged on fixed assets;
(b) adding back any other non-cash charges and deducting any other non-cash
income to the extent that these are already taken into account in
Consolidated PBIT;
(c) deducting any profit, or adding back any loss, from the disposal of fixed
assets, to the extent that this is already taken into account in Consolidated
PBIT;
(d) adding any increase or deducting any decrease in Current Liabilities;
(e) adding any decrease or deducting any increase in Current Assets;
(f) adding the proceeds of the disposal of any fixed assets;
(g) adding any Tax rebate payments received;
(h) deducting Tax paid or due and payable;
(i) deducting all Capital Expenditure amounts paid, excluding those amounts
funded under Finance Leases;
(j) deducting any amount spent on buying share capital in any third party;
(k) deducting all amounts paid towards any loans made by any Group Company
to any third party;
(l) deducting any exceptional or extraordinary expenditure and adding any
exceptional or extraordinary receipts; and
(m) adding the proceeds of any subscription for shares in the Borrower or
additional Loan Notes (or other subordinated loan capital in the capital of,
or issued by, the Borrower) to the extent that such proceeds are received in
cash by the Borrower in the relevant period,

4
but without double counting in any case.
Consolidated Debt: at any time, the aggregate amount of all obligations of Group
Companies for or in respect of Borrowed Money at that time but:
(a) excluding any such obligations to other Group Companies;
(b) [excluding any such obligations in respect of the Loan Notes;]
(c) including in the case of Finance Leases, their capitalised value; and
(d) [deducting the aggregate amount of cash held by Group Companies in
accounts subject to the security created by a Debenture].
Consolidated Debt Service: the total of the following items in any relevant period:
(a) Consolidated Total Interest paid (including interest actually paid on Loan
Notes (other than additional Loan Notes which have been issued), but
excluding any interest rolled up under the terms of the Loan Note
Instrument unless the direct or indirect effect of such exclusion would be
that it would no longer be prohibited from being paid by the Intercreditor
Deed (in which case it shall be included));
(b) Distributions declared or paid by any Group Company during that period;
(c) all scheduled repayments and mandatory prepayments of Borrowed Money
made or due to be made during that period, excluding amounts falling due
under any overdraft or revolving facility which were available for
simultaneous redrawing, prepayment of Borrowed Money existing at
Completion which is required to be repaid under this agreement and any
mandatory prepayments made pursuant to clause 10 or clause 11;
(d) the amount paid by the Borrower to redeem any of its shares or any part of
the Loan Notes during that period; and
(e) capital payments paid or due to be paid by any Group Company under
Finance Leases.
Consolidated PBIT: for any relevant period, the operating profit of the Group:
(a) before taking into account any Exceptional Items;
(b) before deducting Tax and any interest, commission, fees, discounts,
prepayment fees, premiums or charges and other finance payments accrued
during that period as an obligation of any Group Company (whether or not
paid, deferred or capitalised during such period);
(c) not including any accrued interest owing to any Group Company (whether
or not paid, deferred or capitalised during such period)[; and
(d) excluding any gain (or loss) from the revaluation of any assets (other than
on the sale or other disposal of trading stock and work-in-progress) of the
Group for that period],
calculated on a consolidated basis under applicable accounting principles (except as
required to reflect the express inclusion or exclusion of items as specified in this

5
definition) and determined from the consolidated financial statements of the Group
for that period, adjusted by:
(e) adding back any amount attributable to the depreciation of fixed assets
(excluding any additional depreciation arising from the write-up of the book
value of assets);
(f) adding back any amount attributable to amortising goodwill or any other
intangible assets;
(g) excluding provisions (other than provisions for stock and trade debtors)
made before Completion which have been subsequently written back; and
(h) before taking into account earnings or losses of the Group attributable to
minority interests.
Consolidated Total Interest: for any relevant period, in respect of Borrowed Money
all interest, amounts in the nature of interest, commitment fees, commission,
guarantee fees, other fees, discounts, amounts under any hedging agreement, the
interest element of payments in respect of Finance Leases and amounts in the nature
of commission, fees or discounts payable by any Group Company during that period
[less:
(a) all interest accrued, due to or received by any Group Company during that
period other than from another Group Company; and
(b) any amounts receivable under any Hedging Agreement by the Borrower.]
Current Assets: the aggregate (on a consolidated basis) of the total value, at any
time, of the assets of each Group Company that are treated as current assets under
GAAP.
Current Liabilities: the aggregate (on a consolidated basis) of the total value, at any
time, of the liabilities of each Group Company that are treated as current liabilities
under GAAP.
Dangerous Substance: any radioactive emission, noise or natural or artificial
substance (whether in the form of a solid, liquid, gas or vapour, including any
controlled, special, hazardous, toxic, radioactive or dangerous substance or waste),
the generation, transportation, storage, treatment, use or disposal of which (whether
alone or in combination with any other substance) gives rise to a risk of causing harm
to any living organism or damaging the Environment or public health or welfare.
Debenture: the debenture in agreed form executed, or to be executed, by the
Borrower and the [other] Original Guarantors and each subsequent debenture (each in
agreed form) executed by an Additional Guarantor.
Disruption Event: either or both of:
(a) an event (not caused by, and outside the control of, any of the parties) that
materially disrupts the systems for payment or communication or the
financial markets needed, in each case, to enable either payment to be made
or transactions to be carried out under the Finance Documents; or

6
 (b) any other event (not caused by, and outside the control of, the party whose
operations are disrupted) that results in disruption (of a technical or
systems-related nature) to the treasury or payments operations of a party and
which prevents any party from:
(i) performing its payment obligations under the Finance Documents;
or
(ii) communicating with any other party as required by the terms of the
Finance Documents.
Distribution: has the meaning given in section 829 of the Companies Act 2006.
Dormant Subsidiary: each of the companies listed in Part 3. of Schedule 1, unless it
has become an Additional Guarantor in accordance with clause 27.
Drawing: the drawing made, or to be made, by the Borrower of the Facility.
Drawdown Date: the date on which the Facility is, or is to be, drawn down.
Drawdown Request: the drawdown request substantially in the form set out in Part
1. of Schedule 3.
Effective Date: [the date of this agreement OR [DATE]].
Eligible Liabilities: as defined by the Bank of England Act 1998 or the Bank of
England (as appropriate) on the day the formula to determine Mandatory Costs is
applied.
Environment: the natural and man-made environment including all or any of the
following media, namely air, water and land (including air within buildings and other
natural or man-made structures above or below the ground) and any living organisms
(including man) or systems supported by those media.
Environmental Law: all applicable laws, statutes, regulations, secondary legislation,
bye-laws, common law, directives, treaties and other measures, judgments and
decisions of any court or tribunal, codes of practice and guidance notes insofar as
they relate to or apply to the Environment.
Environmental Licence: any authorisation, permit or licence necessary under
Environmental Law.
Equity Documents: the Articles of Association, the Subscription Agreement and any
other documents signed and delivered pursuant to the Subscription Agreement by the
parties to it.
Event of Default: any event or circumstance listed in clause 25.2 to clause 25.19.
Exceptional Items: [any exceptional, one-off, non-recurring or extraordinary items
OR any material items of an unusual or non-recurring nature which represent gains or
losses, including those arising on:
(a) the restructuring of the activities of an entity and reversals of any provisions
for the cost of restructuring;
(b) disposals, revaluations or impairment of non-current assets; [and]

7
 (c) disposal of assets associated with discontinued operations; [and
(d) [LIST ANY OTHER EXCEPTIONAL ITEMS].]]
Excess Cashflow: the excess cashflow of the Group calculated in accordance with
clause 11.2.
Facility: the term loan facility made available under this agreement.
Facility Office: the Lender's office for the purpose of this agreement, as specified
against its name at the head of this agreement, or such other office as it may elect
pursuant to clause 26.4.
Fee Tariffs: the fee tariffs specified in the Fees Rules under activity group A.1
Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to
the Fees Rules but taking into account any applicable discount rate).
Fees Rules: the rules (contained in the Financial Conduct Authority Handbook and
the Prudential Regulation Authority Handbook or such other law or regulation as may
be in force from time to time) on periodic fees payable for the acceptance of deposits.
Finance Document: this agreement, any Accession Deed, any Resignation Letter,
any Security Document, the Intercreditor Deed, the Drawdown Request, any
Selection Notice, any Compliance Certificate, the Intra-group Loan Agreement, any
Hedging Agreement[, the Overdraft Letter] and any other document designated as a
Finance Document by the Lender and the Borrower.
Finance Lease: any lease, hire agreement, credit sale agreement, hire purchase
agreement, conditional sale agreement or instalment sale and purchase agreement
relating to land, machinery, equipment or any other asset which should be treated as,
or in the same way as, a [finance or capital lease under GAAP OR balance sheet
liability other than [SPECIFY ANY EXCLUSIONS]].
Financial Covenants: each of the covenants contained in paragraph 2 of Part 4. of
Schedule 6.
Financial Event of Default
(a) any Event of Default occurring pursuant to any of clause 25.2, clause 25.5,
clause 25.6, clause 25.7, clause 25.8, clause 25.9, clause 25.10, clause 25.11
or clause 25.12;
(b) a failure by the Borrower to deliver the audited consolidated financial
statements and other items required under and in accordance with paragraph
1.1(a) of Part 4. of Schedule 6 or the unaudited financial statements of the
Group and other items required under and in accordance with paragraph
1.1(b) of Part 4. of Schedule 6; or
(c) the Lender, as a result of a failure or default on the part of any Group
Company, fails or ceases to have the benefit of enforceable first-ranking
security over substantially the whole of the assets of the Group and this is
not remedied within ten Business Days of notice given by the Lender.
GAAP: generally accepted accounting principles in the United Kingdom.

8
Group: the Borrower, its subsidiaries from time to time and the Target Group, before
as well as after Completion.
Group Company: any member of the Group from time to time.
Guarantee: the [cross-]guarantee and indemnity in agreed form executed, or to be
executed, by the [Borrower and the other] Original Guarantors and each subsequent
guarantee or guarantee and indemnity (each in agreed form) executed by an
Additional Guarantor.
Guarantor: an Original Guarantor or an Additional Guarantor, unless it has ceased to
be a Guarantor in accordance with clause 28.
Hedging Agreement: any agreement in agreed form that the Borrower enters into
with the Lender to hedge or protect itself against adverse movements in interest rates
in relation to the Facility.
Increased Costs: any:
(a) reduction in the rate of return from the Facility or on the Lender's (or its
Affiliates') overall capital;
(b) additional or increased cost; or
(c) reduction of any amount due and payable under any Finance Document,
which is incurred or suffered by the Lender or any of its Affiliates that is attributable
to the Lender having entered into any Commitment or funding or performing its
obligations under any Finance Document.
Indebtedness: any obligation to pay or repay money, present or future, whether
actual or contingent, sole or joint and any guarantee or indemnity of any of those
obligations.
Intercreditor Deed: the intercreditor deed in agreed form executed, or to be
executed, by (amongst others) the Borrower, the Original Guarantors, the Lender and
the Investors.
Interest Payment Date: the last day of an Interest Period.
Interest Period: for any Advance, the period determined in accordance with clause 6
and, for any Unpaid Amount, the period determined in accordance with clause 7.
Intra-group Loan Agreement: the intra-group loan agreement dated on or about the
date of this agreement between the Borrower and the other Obligors.
Investors: the persons named as such in the Subscription Agreement.
Investor Finance Documents: the Loan Note Instrument, the Loan Notes and the
Investor Security Documents.
Investor Security Documents: the guarantees and debentures granted, or to be
granted, by each of the Guarantors [(other than the Borrower)] and the debenture
granted, or to be granted, by the Borrower, in each case, in favour of [NAME OF
ONE OF THE INVESTORS] as security trustee for and on behalf of the Investors.
ITA 2007: the Income Tax Act 2007.

9
 Key Man Insurance Policy: each key man life assurance policy effected, or to be
effected, and maintained by the Borrower with an insurer approved by the Lender in
respect of the death, disability or incapacity of [PERSON] and [PERSON], each in
the amount of £[AMOUNT] and for a [NUMBER] year period, commencing on
Completion.
LIBOR: in respect of any Advance or Unpaid Amount and any Interest Period, the
rate certified by the Lender as the rate at which it could borrow funds in the London
interbank market at or around 11.00 am on the first day of that Interest Period if it
were to do so by asking for and then accepting interbank offers for Sterling deposits
of an amount comparable to that Advance or Unpaid Amount for a period equal to
that Interest Period.
Listing: the effective admission to trading of all or any part of the share capital of any
Group Company on the London Stock Exchange plc or the grant of permission to
deal in all or any part of the share capital of any Group Company on the Alternative
Investment Market or the Main Board or the Growth Market of the ICAP Securities &
Derivatives Exchange (ISDX) or on any recognised investment exchange (as defined
in the Financial Services and Markets Act 2000), or any other sale or issue of shares
of any Group Company by way of flotation or public offering in any country.
Loan Note Instrument: the instrument constituting the Loan Notes executed, or to
be executed, by the Borrower.
Loan Notes: the £[AMOUNT] [[PERCENTAGE]% OR variable] rate, secured and
subordinated loan notes issued, or to be issued, by the Borrower on or before
Completion.
Management Team: the persons listed in Part 2. of Schedule 1 and any replacement
of any of those persons approved by the Lender.
Mandatory Costs: the cost of compliance with liquidity and other regulatory
requirements incurred by the Lender, as determined under Schedule 4.
Margin
(a) in relation to Tranche A, [PERCENTAGE]% per annum but if:
(i) no Event of Default or Potential Event of Default has occurred and
is continuing;
(ii) a period of at least [NUMBER] months has expired since
Completion; and
(iii) the ratio of Consolidated PBIT to Consolidated Total Interest in
respect of the most recently completed period set out in paragraph
1.3(a) of Part 4. of Schedule 6 is within the range set out in column
A below,
then the Margin for Tranche A will be the percentage per annum set out
below in column B opposite that range:

Column A Column B

10
(Ratio of Consolidated PBIT to (Margin applicable to Tranche A)
Consolidated Total Interest)

Greater than or equal to [RATIO] [PERCENTAGE]%

Less than [RATIO] but greater than or equal [PERCENTAGE]%

to [RATIO]

Less than [RATIO] [PERCENTAGE]%

However:

(iv) any increase or decrease in the Margin for Tranche A shall take
effect on the date which is the first day of the next Interest Period
for Tranche A following receipt by the Lender of the Compliance
Certificate for the most recently completed period set out in
paragraph 1.3(a) of Part 4. of Schedule 6;
(v) if, following receipt by the Lender of the audited consolidated
financial statements of the Group and related Compliance
Certificate, the Compliance Certificate does not confirm the basis
for the Margin that was applied then clause 6.9 shall apply and the
Margin for Tranche A shall be the percentage per annum determined
using the table above and the revised ratio of Consolidated PBIT to
Consolidated Total Interest calculated using the figures in that
Compliance Certificate; and
(vi) while an Event of Default or Potential Event of Default is
continuing, the Margin for Tranche A shall be [PERCENTAGE]%
per annum [until the end of the Interest Period in which the Event of
Default is remedied or the Potential Event of Default ceases]; and
(b) in relation to Tranche B, [PERCENTAGE]% per annum.
Material Adverse Effect: any event or circumstance which, in the opinion of the
Lender:
(a) is likely to materially and adversely affect the ability of the [Obligors OR
any Obligor] to perform or otherwise comply with all or any of [their OR
its] [obligations OR payment obligations OR material obligations] under
the Finance Documents;
(b) is likely to materially and adversely affect the business, operations, property,
condition (financial or otherwise) or prospects of [any Obligor OR the
Group taken as a whole]; or
(c) is likely to result in any Finance Document not being legal, valid and
binding on, and enforceable in accordance with its terms against, any
Obligor and, in the case of any Security Document, not providing to the
Lender security over the assets expressed to be subject to a security interest
under that Security Document.

11
[Monitoring Accountants: [such firm of auditors or accountants as may be approved
in advance by the Lender (such approval not to be unreasonably withheld or delayed)
OR [WHITE LIST OF AUDITORS] OR such firm of auditors or accountants [of
international repute OR with sufficient skill, capabilities and experience]] appointed
for the purpose of providing to the Lender the certificate referred to in paragraph
1.1(d) of Part 4. of Schedule 6.]
Net Proceeds: the total consideration received [or receivable] by any Group
Company for the disposal of any shares in any Group Company or of all or any part
of the business or assets of any Group Company (including the amount of any inter-
company debt of any Group Company disposed of, which is repaid in connection
with that disposal), but after deducting all Taxes incurred, or to be incurred, in
connection with that disposal and all other reasonable costs and expenses incurred, or
to be incurred, by the continuing Group Companies in connection with that disposal.
Obligor: the Borrower or a Guarantor, unless it has ceased to be an Obligor in
accordance with clause 28.
Operating Budget: for the period starting on [DATE] and ending on [DATE], the
Business Plan, and for each successive financial year of the Borrower:
(a) a projected consolidated balance sheet;
(b) a projected consolidated profit and loss account;
(c) a projected consolidated cashflow statement;
(d) a list of, and budget for, projected Capital Expenditure; and
(e) projected covenant calculations relating to each Financial Covenant,
on a month-by-month basis and with management's commentary drawing on the
previous period's performance and forecast market conditions.
[Overdraft Letter: the letter, dated on or about the date of this agreement, from the
Lender to [the Borrower OR certain Obligors], providing an overdraft facility of up
to £[AMOUNT].]
Permitted Borrowings: Indebtedness:
(a) arising under any Transaction Document, in each case, as in force at
Completion and subject always to the terms of this agreement and the
Intercreditor Deed;
(b) arising under a loan permitted by paragraph (d) of the definition of
Permitted Loan;
(c) owed by an Obligor to another Obligor;
(d) owed by any Group Company to any other Group Company, neither of
which is an Obligor;
(e) arising under Finance Leases of vehicles, plant, equipment or computers
provided the capital value of all such items so leased under outstanding
leases by Group Companies does not exceed £[AMOUNT] (or its equivalent
in other currencies) in aggregate at any time; and

12
 (f) not permitted by the preceding paragraphs, provided such Indebtedness does
not exceed £[AMOUNT] (or its equivalent in other currencies) in aggregate
at any time.
Permitted Disposal: any disposal:
(a) by any Group Company in the ordinary course of trade of an asset which is
only subject to the floating charge under clause [NUMBER] of the
Debenture at a time when the floating charge has not crystallised, excluding:
(i) any transaction that is unprecedented or exceptional;
(ii) any transaction that is in breach of the directors' duties; and
(iii) any transaction that may be classified as a preference or at an
undervalue;
(b) of an asset:
(i) by an Obligor to another Obligor; and
(ii) by any Group Company to any other Group Company, neither of
which is an Obligor;
(c) of an asset (other than shares) for fair market value which is obsolete or
redundant to a Group Company's business, but only if no Event of Default
or Potential Event of Default is continuing; and
(d) constituted by the deposit into, and the application of the sums standing to
the credit of, the Proceeds Account in accordance with clause 10.
Permitted Distribution
(a) a scheduled payment by dividend or distribution on the Borrower's
[preference] shares made on the scheduled date for payment or within two
months after the scheduled date for payment and at a time, in each case,
when:
(i) the Lender has received written notice of the intention to make the
relevant payment from the Borrower at least ten Business Days
before the date of the proposed payment (such notice to specify the
amount of the proposed payment and to confirm that a Stop Notice
Event has not occurred and will not be caused by the proposed
payment [and that, since the date on which the Financial Covenants
were last tested, there has been no adverse development which
might reasonably be expected to inhibit the ability of the Borrower
to make the next scheduled payment of principal and interest under
this agreement]); and
(ii) the Borrower has not received a Stop Notice from the Lender before
the date of the proposed payment, unless that Stop Notice has
expired in accordance with the terms of the Intercreditor Deed; and
(b) a payment of a dividend to the Borrower or any other Obligor.
Permitted Loan

13
 (a) any credit allowed by a Group Company to its customers in the normal
course of its trading activities;
(b) a loan made by an Obligor to a Group Company which is not an Obligor,
provided that the aggregate amount of Indebtedness under all such loans
does not exceed £[AMOUNT] (or its equivalent in any other currencies) at
any time;
(c) a loan made by an Obligor to another Obligor;
(d) a loan made by a Group Company to another Group Company, neither of
which is an Obligor; or
(e) a bona fide loan made by a Group Company to any of its employees, where
such loan does not, when aggregated with all loans made by all Group
Companies to their employees, exceed £[AMOUNT] (or its equivalent in
any other currencies) outstanding at any time and where no more than £
[AMOUNT] (or its equivalent in any other currencies) is advanced to any
one employee.
Permitted Payment
(a) a scheduled payment of interest on the Loan Notes paid on the scheduled
date for payment or within two months after the scheduled date for payment
and at a time, in each case, when:
(i) the Lender has received written notice of the intention to make the
relevant payment from the Borrower at least ten Business Days
before the date of the proposed payment (such notice to specify the
amount of the proposed payment and to confirm that a Stop Notice
Event has not occurred and will not be caused by the proposed
payment [and that, since the date on which the Financial Covenants
were last tested, there has been no adverse development which
might reasonably be expected to inhibit the ability of the Borrower
to make the next scheduled payment of principal and interest under
this agreement]); and
(ii) the Borrower has not received a Stop Notice from the Lender before
the date of the proposed payment, unless that Stop Notice has
expired in accordance with the terms of the Intercreditor Deed; and
(b) [SPECIFY BY REFERENCE TO THE SUBSCRIPTION AGREEMENT
ANY ADVISORY OR SIMILAR FEES THAT ARE PERMITTED TO BE
PAID TO THE INVESTORS].
Permitted Security: any Security:
(a) arising under the Security Documents and the Investor Security Documents;
(b) created or outstanding with the Lender's prior written consent;
(c) [securing not more than £[AMOUNT] in total at any time;]

14
 (d) either existing over any asset prior to its acquisition by a Group Company
after the date of this agreement and not created in contemplation of such
acquisition, or over any asset of a company (not being a member of the
Target Group) at the time such company becomes a Group Company after
the date of this agreement and not created in contemplation of that company
becoming a Group Company, in each case only if:
(i) the maximum amount thereby secured has not been increased in
contemplation of, or since the date of, the acquisition of such asset
or company; and
(ii) such Security is discharged within [one] month after such
acquisition;
(e) arising under any Finance Lease permitted pursuant to paragraph (e) of the
definition of Permitted Borrowings;
(f) being a lien arising by operation of law and in the ordinary course of trade,
as long as any amount in respect of that lien is not overdue for payment; and
(g) arising under any normal title retention arrangements included in a
supplier's standard conditions of supply of goods acquired by any Group
Company in the ordinary course of trade.
Potential Event of Default: any event or circumstance specified in clause 25.2 to
clause 25.19 which would, on the giving of notice, expiry of any grace period,
making of any determination under the Finance Documents or satisfaction of any
other condition (or any combination thereof), become an Event of Default.
Potential Financial Event of Default: any event or circumstance defined as a
Financial Event of Default which would, on the giving of notice, expiry of any grace
period, making of any determination under the Finance Documents or satisfaction of
any other condition (or any combination thereof), become a Financial Event of
Default.
Proceeds Account: an account of [the Borrower OR an Obligor] with the Lender,
into which sums are to be paid for the purposes described in clause 10 and over which
the [Borrower OR relevant Obligor] has created a valid first-ranking fixed charge in
favour of the Lender.
[Properties: [DETAILS OF PROPERTIES.]]
Qualifying Lender
(a) a lender that is beneficially entitled to interest payable in respect of an
advance under a Finance Document and:
(i) is a bank (as defined for the purposes of section 879 of ITA 2007)
making an advance under a Finance Document and is within the
charge to United Kingdom corporation tax for any payments of
interest made in respect of that advance (or would be within such
charge for such payments apart from section 18A of the Corporation
Tax Act 2009); or

15
 (ii) that made an advance under a Finance Document and was a bank
(as defined for the purposes of section 879 of ITA 2007) at the time
that that advance was made and is within the charge to United
Kingdom corporation tax for any payments of interest made in
respect of that advance; or
(b) [a lender that is a building society (as defined for the purposes of section
880 of ITA 2007) making an advance under a Finance Document].
Quarter Date: each of [31 March, 30 June, 30 September and 31 December].
Repayment Date: each of the dates specified in clause 8 for repaying the Facility by
instalments.
Report: each report and other document referred to in paragraph 5 of Part 1. of
Schedule 2.
Resignation Letter: a letter substantially in the form set out in Schedule 9.
Sale: a sale or disposal (whether in a single transaction or a series of related
transactions) of all or substantially all the shares or assets of the Group.
Security: any mortgage, charge (whether fixed or floating, legal or equitable),
pledge, lien, assignment by way of security or other security interest securing any
obligation of any person or any other agreement or arrangement having a similar
effect.
Security Document: any Debenture, any Guarantee or other guarantee, mortgage,
charge or other instrument entered into from time to time by any Group Company as
security for the Facility, or as a supplement to that security.
Sellers: the persons named as such in the Acquisition Agreement.
Selection Notice: a notice substantially in the form set out in Part 2. of Schedule 3
given in accordance with clause 6.4.
Service Agreement: a service agreement of each member of the Management Team
in agreed form.
Special Deposits: as defined by the Bank of England Act 1998 or the Bank of
England (as appropriate) on the day the formula to determine Mandatory Costs is
applied.
Sterling and £: pounds sterling, the lawful currency of the United Kingdom.
Stop Notice: a notice served by the Lender on the Borrower under the Intercreditor
Deed if any Stop Notice Event occurs.
Stop Notice Event: any of the following events or circumstances:
(a) the occurrence of a Financial Event of Default or Potential Financial Event
of Default, which is continuing;
(b) the occurrence of an Event of Default or Potential Event of Default, which
is continuing and has or is [reasonably] likely to have a Material Adverse
Effect;

16
 (c) a breach of the Financial Covenants;
(d) any payment of a Permitted Payment or a Permitted Distribution which
would cause any of the circumstances set out in paragraphs (a) to (c) of this
definition to occur; or
(e) the Lender exercising any of its rights under clause 25.20.
For the purposes of this definition, the Financial Covenants shall be tested on the
basis that the proposed Permitted Payment or Permitted Distribution (as applicable) is
incorporated in the unaudited consolidated financial statements of the Group for the
latest Trading Period as if it had been paid on the date the Financial Covenants were
last tested. Where the end of such Trading Period coincides with the end of a financial
year of the Borrower, the Financial Covenants shall be tested on the basis that any
mandatory prepayment to be made pursuant to clause 11 had already been made.
Subscription Agreement: the agreement dated on or about the date of this agreement
between the Borrower, the Investors and others, in which the Investors agree to
subscribe for shares in the Borrower and Loan Notes.
Tariff Base: as defined in, and calculated in accordance with, the Fees Rules.
Target: [FULL COMPANY NAME], a company incorporated and registered in
England and Wales with company number [NUMBER].
Target Group: the Target and its subsidiaries.
Target Shares: the entire issued share capital of the Target.
Tax: any tax, levy, impost, duty or other charge, fee, deduction or withholding of a
similar nature (including any penalty or interest payable in connection with the failure
to pay, or delay in paying, any of these).
Tax Credit: a credit against, relief or remission for, or repayment of, any Tax.
Tax Deduction: a deduction or withholding for, or on account of, Tax from a
payment under a Finance Document.
Tax Payment: either the increase in a payment an Obligor makes to the Lender under
clause 19.1(c) or a payment under clause 19.2(a).
Tax Deed: the tax deed relating to the Target Group dated on or about the date of this
agreement between [PARTIES].
Total Commitments: the aggregate of the Tranche A Commitment and the Tranche B
Commitment.
Trading Period: each successive period of one month within a financial year into
which the Group divides its trading accounts for the purposes of management
accounting and budgeting.
Tranche A: that part of the Drawing referred to in clause 5.4(a).
Tranche A Advance: the advance made, or to be made, under Tranche A by the
Lender to the Borrower or the principal amount of that advance outstanding at any
relevant time.

17
 Tranche A Commitment: the Lender's commitment to make the Advance of £
[AMOUNT] for Tranche A, as this may be reduced under this agreement.
Tranche B: that part of the Drawing referred to in clause 5.4(b).
Tranche B Advance: the advance made, or to be made, under Tranche B by the
Lender to the Borrower or the principal amount of that advance outstanding at any
relevant time.
Tranche B Commitment: the Lender's commitment to make the Advance of £
[AMOUNT] for Tranche B, as this may be reduced under this agreement.
Transaction Document: any Finance Document, any Equity Document, any Investor
Finance Document, any Acquisition Document and any Service Agreement.
Unpaid Amount: any sum or amount which is not paid on its due date by an Obligor
under this agreement or any other Finance Document.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
Warranties: the representations and warranties set out in Schedule 5.

1.2 Interpretation

In this agreement:
(a) clause, Schedule and paragraph headings shall not affect the interpretation
of this agreement;
(b) a reference to a person shall include a reference to an individual, firm,
company, corporation, partnership, unincorporated body of persons,
government, state or agency of a state or any association, trust, joint venture
or consortium (whether or not having separate legal personality);
(c) a reference to a holding company or a subsidiary means a holding
company or a subsidiary (as the case may be) as defined in section 1159 of
the Companies Act 2006 [and a company shall be treated, for the purposes
only of the membership requirement contained in sections 1159(1)(b) and
(c), as a member of another company even if its shares in that other
company are registered in the name of (a) another person (or its nominee)
by way of security or in connection with the taking of security; or (b) its
nominee]. In the case of a limited liability partnership which is a subsidiary
of a company or another limited liability partnership, section 1159 of the
Companies Act 2006 shall be amended so that: (a) references in sections
1159(1)(a) and (c) to voting rights are to the members' rights to vote on all
or substantially all matters which are decided by a vote of the members of
the limited liability partnership; and (b) the reference in section 1159(1)(b)
to the right to appoint or remove a majority of its board of directors is to the
right to appoint or remove members holding a majority of the voting rights;
(d) unless the context otherwise requires, words in the singular shall include the
plural and in the plural shall include the singular;

18
(e) unless the context otherwise requires, a reference to one gender shall
include a reference to the other genders;
(f) a reference to a party shall include that party's successors, permitted assigns
and permitted transferees and this agreement shall be binding on, and enure
to the benefit of, the parties to this agreement and their respective personal
representatives, successors, permitted assigns and permitted transferees;
(g) a reference to a statute or statutory provision is a reference to it as amended,
extended or re-enacted from time to time;
(h) a reference to a statute or statutory provision shall include all subordinate
legislation made from time to time under that statute or statutory provision;
(i) a reference to a time of day is to London time;
(j) a reference to writing or written includes fax [and email OR but not
email];
(k) an obligation on a party not to do something includes an obligation not to
allow that thing to be done;
(l) a reference to this agreement (or any provision of it) or to any other
agreement or document referred to in this agreement is a reference to this
agreement, that provision or such other agreement or document as amended
(in each case, other than in breach of the provisions of this agreement) from
time to time;
(m) unless the context otherwise requires, a reference to a clause or Schedule is
to a clause of, or Schedule to, this agreement and a reference to a paragraph
is to a paragraph of the relevant Schedule;
(n) any words following the terms including, include, in particular, for
example or any similar expression shall be construed as illustrative and
shall not limit the sense of the words, description, definition, phrase or term
preceding those terms;
(o) a reference to directly or indirectly means (without limitation) either alone
or jointly with any other person, whether on his own account or in
partnership with another (or others) as the holder of any interest in or as
officer, employee or agent of or consultant to any other person;
(p) a reference to a document in agreed form is to that document in the form
agreed by the Lender and the Borrower (or, if appropriate, the relevant
Guarantor) and initialled by or on their behalf for identification;
(q) a reference to an amendment includes a novation, re-enactment,
supplement or variation (and amended shall be construed accordingly);
(r) a reference to assets includes present and future properties, undertakings,
revenues, rights and benefits of every description;
(s) a reference to an authorisation includes an approval, authorisation, consent,
exemption, filing, licence, notarisation, registration and resolution;

19
 (t) a reference to a certified copy of a document means a copy certified to be a
true, complete and up-to-date copy of the original document, in writing and
signed by a director or the secretary of the party delivering the document;
(u) a reference to continuing in relation to an Event of Default means an Event
of Default that has not been [remedied or] waived;
(v) a reference to determines or determined means, unless the contrary is
indicated, a determination made at the absolute discretion of the person
making it;
(w) a reference to a disposal of any asset, undertaking or business includes a
sale, lease, licence, transfer, loan or other disposal by a person of that asset,
undertaking or business (whether by a voluntary or involuntary single
transaction or series of transactions);
(x) a reference to a regulation includes any regulation, rule, official directive,
request or guideline (whether or not having the force of law) of any
governmental, inter-governmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or organisation;
and
(y) any accounting terms that are not specifically defined in this agreement
shall be construed in accordance with GAAP.

1.3 Schedules

The Schedules form part of this agreement and shall have effect as if set out in full in
the body of this agreement. Any reference to this agreement includes the Schedules.

2. THE FACILITY

2.1 The Facility

The Lender grants to the Borrower a secured and guaranteed Sterling term loan
facility divided into:
(a) Tranche A in a total principal amount not exceeding the total Tranche A
Commitment; and
(b) Tranche B in a total principal amount not exceeding the total Tranche B
Commitment,

on the terms, and subject to the conditions, of this agreement.

3. PURPOSE

3.1 Purpose

20
 The Borrower shall use all monies borrowed by it under this agreement for the
purposes of:
(a) financing the consideration payable to the Sellers for the Target Shares
pursuant to the Acquisition Agreement;
(b) refinancing certain Borrowed Money of members of the Target Group; and
(c) financing the Acquisition Costs.

3.2 Monitoring

The Lender is not obliged to monitor or verify how any amount borrowed under this
agreement is used.

4. CONDITIONS PRECEDENT

4.1 Initial conditions precedent

The Borrower may not deliver a Drawdown Request unless the Lender has received
all the documents and evidence specified in Part 1. of Schedule 2 in form and
substance satisfactory to the Lender. [The Lender shall notify the Borrower promptly
upon being so satisfied.]

4.2 Further conditions precedent

The Lender's obligation to make an Advance is subject to the further conditions

precedent that, on both the date of the Drawdown Request and the Drawdown Date:
(a) the Warranties are true and correct [in all material respects] and will be true
and correct [in all material respects] immediately after the Borrower has
made the proposed Drawing; and
(b) no Event of Default or Potential Event of Default is continuing or would
result from the proposed Drawing.

4.3 Waiver

The conditions specified in this clause 4 are inserted solely for the Lender's benefit.
The Lender may waive them, in whole or in part and with or without conditions,
without prejudicing the Lender's right to require subsequent fulfilment of such
conditions.

5. AVAILABILITY OF THE FACILITY

5.1 Number of Drawings

21
 The Borrower may utilise the Facility during the Availability Period in not more than
one Drawing.

5.2 Delivery of a Drawdown Request

The Borrower may request the Drawing by delivering the completed Drawdown
Request to the Lender by not later than 10.00 am on the Business Day before the
proposed Drawdown Date (or such shorter time as agreed by the Lender).

5.3 Completion of a Drawdown Request

The Drawdown Request:

(a) may only specify that the Drawing be split into two Advances in accordance
with clause 5.4;
(b) shall only be regarded as having been completed if:
(i) the requested Drawdown Date is a Business Day before the end of
the Availability Period; and
(ii) an Interest Period complying with clause 6 is selected for the
Tranche A Advance and the Tranche B Advance; and
(c) once it has been delivered, is irrevocable.

5.4 Split of Drawing

The Drawing shall be split into two Advances as follows:

(a) a Tranche A Advance of up to the Tranche A Commitment; and
(b) a Tranche B Advance of up to the Tranche B Commitment.

5.5 Cancellation of unused Facility

If any amount of the Facility is not drawn during the Availability Period, that
undrawn amount shall be cancelled automatically at the end of the Availability
Period.

6. INTEREST

6.1 Calculation of interest

The rate of interest on each Advance for each Interest Period is the percentage rate
per annum determined by the Lender to be the total of:
(a) the applicable Margin; [and]

22
 (b) LIBOR[; and
(c) the Mandatory Costs (if any)].

6.2 Payment of interest

The Borrower shall pay interest on each Advance in arrear on the Interest Payment
Date for each Interest Period applicable to that Advance.

6.3 Length of Interest Period

The length of an Interest Period shall be one, three or six months, as specified by the
Borrower.

6.4 Specification of Interest Period

(a) The Borrower:
(i) shall specify an initial Interest Period for each Advance in the
Drawdown Request; and
(ii) may, at the end of the initial Interest Period and each succeeding
Interest Period for an Advance, specify the duration of the following
Interest Period by giving a Selection Notice to the Lender by not
later than 10.00 am on the Business Day preceding the last day of
that Interest Period.
If any Interest Period for an Advance would otherwise end after a
Repayment Date for that Advance, then that Interest Period shall be
shortened so as to end on that Repayment Date.

(b) If the Borrower does not specify the duration of an Interest Period, the
relevant Interest Period shall be [one] month, or such shorter period as
complies with this clause 6.
(c) A notice given under clause 6.4(a), specifying an Interest Period, is
irrevocable.

6.5 Commencement date of Interest Period

The initial Interest Period for an Advance shall start on the Drawdown Date of that
Advance. Each subsequent Interest Period for that Advance shall start on the last day
of the previous Interest Period applicable to it.

6.6 Non-Business Days

23
 If an Interest Period would otherwise end on a day which is not a Business Day, that
Interest Period shall, instead, end on:
(a) the next Business Day in that calendar month, if there is one; or
(b) the preceding Business Day, if there is not.

6.7 Notification of rates of interest

Promptly after LIBOR for an Interest Period has been determined, the Lender shall
notify the Borrower of the rate of interest it has determined, the amount of interest
payable and the Interest Payment Date for that Interest Period.

6.8 Market disruption

In relation to the funding of an Advance for any Interest Period, if the Lender
determines, at or around 12.00 pm on the first day of any Interest Period, that either:
(a) because of circumstances affecting the London interbank market generally,
adequate and reasonable means do not, or will not, exist for ascertaining
LIBOR for that Interest Period; or
(b) matching deposits are not likely to be available to it in the London interbank
market in the ordinary course of business to fund that Advance for that
Interest Period, then:
(i) if the Drawdown Request is outstanding, the proposed Advance
shall be made only if the Lender is able to fund it from sources
reasonably available to it;
(ii) regardless of clause 6.3, the Interest Period shall be one month or a
period that the Borrower and Lender agree (or a shorter period
under clause 6.4); and
(iii) the rate of interest applicable to that Advance, during that Interest
Period, shall be calculated according to clause 6.1, but substituting
for LIBOR the annual rate which is certified by the Lender (acting
reasonably) as the cost to it of funding that Advance during that
Interest Period from a source reasonably available to it.

6.9 Adjustment of rates of interest

If the audited consolidated financial statements of the Group and related Compliance
Certificate received by the Lender show that a higher or lower Margin should have
applied during a certain period, then the Lender shall notify the Borrower of the net
amount of interest, if any, to be paid by the Borrower to the Lender for any shortfall
or to be reimbursed by the Lender to the Borrower for any overpayment and the
Borrower shall, within [five] Business Days of that notification, pay the Lender the
amount of any shortfall of interest and the Lender shall promptly repay the Borrower

24
 the amount of any overpayment of interest. The Lender shall notify the Borrower of
any determination it has made for the purposes of this clause 6.9 as soon as
reasonably possible. Any notice that is given shall include reasonable details of the
calculations made.

6.10 [Confidentiality of costs of funds

The Borrower agrees to keep any rate notified to it by the Lender under clause 6.1(b)
or clause 6.8(b)(i) confidential and not disclose it to anyone without the consent of
the Lender other than:
(a) to an Affiliate (and any of its or its Affiliate's officers, directors, employees,
professional advisers and auditors), if the person to whom the information is
given is informed that it:
(i) is confidential; and
(ii) may be price-sensitive,
except that the Borrower does not need to inform the recipient of (i) and (ii)
above if the recipient is subject to professional obligations to maintain the
confidentiality of the information;

(b) to any governmental, banking, taxation or regulatory authority or similar

body, or any other person to the extent that it is required to do so by any
applicable law, regulation, court order or the rules of any relevant stock
exchange, if the person to whom the information is given is informed that it:
(i) is confidential; and
(ii) may be price-sensitive,
except that the Borrower does not need to inform the person of (i) and (ii)
above if it considers it is not practicable to do so in the circumstances; and

(c) to any person to whom information is required to be disclosed in connection

with, and for the purpose of, any litigation, arbitration, administrative or
other investigations, proceedings or disputes, if the person to whom the
information is given is informed that it:
(i) is confidential; and
(ii) may be price-sensitive,
except that the Borrower does not need to inform the person of (i) and (ii)
above if it considers it is not practicable to do so in the circumstances.]

7. DEFAULT INTEREST

7.1 Default interest

25
 (a) If an Obligor does not pay any amount it is obliged to pay under the Finance
Documents when it is due, that Obligor shall pay interest on that Unpaid
Amount from time to time outstanding for the period beginning on its due
date and ending on the date the Lender receives it, both before and after
judgment.
(b) Subject to clause 7.1(c), the rate of interest applicable to any Unpaid
Amount shall be the rate per annum which is [2]% higher than the rate of
interest which would have been applied if that Unpaid Amount had, during
the period of non-payment, constituted an Advance in the currency of the
Unpaid Amount for successive Interest Periods, each of a duration selected
by the Lender (acting reasonably).
(c) If any Unpaid Amount consists of all or part of an Advance due on a day
during, but not the last day of, an Interest Period relating to it:
(i) the first Interest Period for that Unpaid Amount shall have a
duration equal to the unexpired portion of the current Interest Period
relating to that Advance; and
(ii) the rate of interest applying to the Unpaid Amount during that first
Interest Period shall be [2] % per annum above the rate applicable to
the Unpaid Amount immediately before it fell due.

7.2 Commencement date of Interest Period for default interest

The first Interest Period shall begin on the due date for payment of the relevant
Unpaid Amount and each succeeding Interest Period shall begin on the last day of the
previous Interest Period.

7.3 Notification of amount payable

The Lender shall, promptly after it has determined the rate of interest applicable to
any Unpaid Amount, notify the relevant Obligor of that rate of interest, the amount of
default interest payable and the date on which that default interest is payable.

7.4 Default interest payable on demand

Interest accrued under this clause 7 shall be immediately payable by the relevant
Obligor on demand by the Lender, but:
(a) if not previously demanded, shall be paid on the last day of each Interest
Period; and
(b) if the relevant Obligor does not pay that interest when due, it shall be added
to the Unpaid Amount and compounded at the end of each Interest Period
applicable to that Unpaid Amount but will remain immediately due and
payable.

26
8. REPAYMENT

8.1 Repayment of Tranche A Advance

The Borrower shall repay the Tranche A Advance by repaying the amount set out
below opposite each Repayment Date on that Repayment Date:

Repayment Date Instalment

[DATE] £[AMOUNT]

8.2 Repayment of Tranche B Advance

The Borrower shall repay the Tranche B Advance by repaying the amount set out
below opposite each Repayment Date on that Repayment Date:

Repayment Date Instalment

[DATE] £[AMOUNT]

9. MANDATORY PREPAYMENT ON CHANGE OF CONTROL, LISTING AND SALE

9.1 Notification of Change of Control, Listing or Sale

The Borrower shall promptly notify the Lender if:

(a) a Change of Control, Listing or Sale occurs; or
(b) the Borrower becomes aware of circumstances that are likely to result in a
Change of Control, Listing or Sale.

9.2 Lender notification of prepayment requirement

If the Borrower notifies the Lender under clause 9.1, the Lender may by written
notice to the Borrower cancel the Facility and declare all outstanding Advances,
accrued interest and all other amounts accrued under the Finance Documents due and

27
 payable on the date on which the Change of Control, Listing or Sale occurs (or such
later date as the Lender may specify).

9.3 Timing of prepayment

The Borrower shall prepay all outstanding Advances, together with accrued interest
on those Advances and all other sums payable under the Finance Documents, to the
Lender on the date specified in the notice given under clause 9.2.

9.4 Cancellation of Total Commitments

On prepayment by the Borrower in accordance with clause 9.3 the Total

Commitments shall be cancelled automatically.

10. MANDATORY PREPAYMENT FROM DISPOSALS, WARRANTY CLAIMS AND INSURANCE

CLAIMS

10.1 Mandatory prepayment from disposals, warranty claims and insurance claims

Subject to clause 10.2:

(a) if the Net Proceeds of sale or disposal of any asset of a Group Company
(other than a [Permitted Disposal OR [DETAILS OF EXCLUDED
DISPOSALS]), when sold or disposed of, exceed £[AMOUNT] (or its
equivalent in other currencies) or the aggregate of the Net Proceeds of all
those sales or disposals in any 12-month period exceed £[AMOUNT] (or its
equivalent in other currencies);
(b) if a Group Company receives or recovers an amount exceeding £
[AMOUNT] (or its equivalent in other currencies) under any Acquisition
Document or Report (whether as a result of a claim or for breach of contract
or warranty or otherwise) or the aggregate of those amounts received or
recovered by all Group Companies in any 12-month period exceeds £
[AMOUNT] (or its equivalent in other currencies); or
(c) if a Group Company receives or recovers an amount exceeding £
[AMOUNT] (or its equivalent in other currencies) from a claim under any
policy of insurance (including, a claim under a Key Man Insurance Policy)
or the aggregate of those amounts received or recovered by all Group
Companies in any 12-month period exceeds £[AMOUNT] (or its equivalent
in other currencies),

the Borrower shall (as appropriate) pay an amount equal to the Net Proceeds of the
sale(s) or disposal(s) (unless the sale or disposal is a [Permitted Disposal OR
[DETAILS OF EXCLUDED DISPOSALS]), an amount equal to that received or
recovered under any Acquisition Document or Report (net of Taxes and all other

28
 reasonable costs and expenses incurred, or to be incurred, by the relevant Group
Company in connection with the receipt or recovery) and an amount equal to that
received or recovered from a claim under any policy of insurance (net of Taxes and
all other reasonable costs and expenses incurred, or to be incurred, by the relevant
Group Company in connection with the receipt or recovery) in prepayment of the
Facility on the next Interest Payment Date for the relevant Advance or Advances to be
prepaid.

10.2 Exemptions from prepayment requirement

Where no Event of Default or Potential Event of Default has occurred which is

continuing:
(a) Net Proceeds of sale(s) or disposal(s) need not be applied in accordance
with clause 10.1 to the extent that the Net Proceeds are reinvested within
[180] days after receipt in assets of a similar type and value which are
required for the Group's business and following receipt and pending
reinvestment in accordance with this clause 10.2(a) are held in a Proceeds
Account;
(b) any amount received or recovered under any Acquisition Document or
Report need not be applied in accordance with clause 10.1 to the extent that
the amount is applied within [90] days after receipt or recovery in replacing,
repairing or otherwise restoring the assets or meeting the liabilities
(including payment of Tax) in respect of which the relevant claim was made
under the relevant Acquisition Document or Report and following receipt or
recovery and pending application in accordance with this clause 10.2(b) is
held in a Proceeds Account; and
(c) any amount received or recovered as a result of a claim under any policy of
insurance need not be applied in accordance with clause 10.1 to the extent
that the amount is applied within [180] days after receipt or recovery in
reinstating, replacing, repairing or otherwise restoring the assets in respect
of which the relevant insurance claim was made or meeting the liability or
covering operating losses in respect of which the relevant insurance claim
was made or, in the case of amounts received as a result of a claim under a
Key Man Insurance Policy, finding a replacement for the relevant member
of the Management Team and following receipt or recovery and pending
application in accordance with this clause 10.2(c) is held in a Proceeds
Account.

10.3 Application of amounts not used in accordance with exemption

Any Net Proceeds, any amounts received or recovered under any Acquisition
Document or Report or any amounts received or recovered as a result of a claim
under any policy of insurance which are not reinvested or applied in accordance with
clause 10.2 shall, on the expiry of the relevant period referred to in clause 10.2, be

29
 applied in prepayment of the Facility on the next Interest Payment Date for the
relevant Advance or Advances to be prepaid.

10.4 Credit of amounts in Proceeds Account

Each Obligor irrevocably authorises the Lender to apply any amounts credited to the
Proceeds Account in prepayment of the Facility:
(a) in accordance with clause 10.3; or
(b) if an Event of Default or Potential Event of Default has occurred and is
continuing.

11. EXCESS CASHFLOW

11.1 Prepayment from Excess Cashflow

The Borrower shall, on the Interest Payment Date for the relevant Advance or
Advances to be prepaid that occurs on or immediately after the 15th Business Day
following the delivery to the Lender of the audited consolidated financial statements
of the Group for each financial year, make a prepayment of an amount calculated in
accordance with clause 11.2.

11.2 Calculation of prepayment

The amount of the prepayment payable under clause 11.1 shall be 50% of the amount
arrived at by deducting from the Consolidated Cashflow (except to the extent already
deducted in calculating Consolidated Cashflow) for the relevant financial year:
(a) the Consolidated Debt Service for that financial year;
(b) the amount of any voluntary prepayments under this agreement; and
(c) to the extent included in Consolidated Cashflow, the amount of any
subscription for shares in the Borrower or additional Loan Notes (or other
subordinated loan capital of, or issued by, the Borrower).

12. VOLUNTARY PREPAYMENT

12.1 Notice requirements

The Borrower may prepay part or all of an Advance, together with accrued interest on
the amount prepaid and all other sums payable under the Finance Documents at the
time the prepayment is made, by notifying the Lender [five] Business Days in
advance. The Borrower may only do this if:

30
 (a) the notice specifies the Advance or Advances to be prepaid and the amount
of the prepayment which, if it is less than the outstanding Advances, must
be a whole multiple of £[AMOUNT];
(b) the date of the prepayment is:
(i) [an Interest Payment Date for the Advance being prepaid;] and
(ii) a date after the end of the Availability Period; and
(c) the prepayment does not result in an Event of Default or Potential Event of
Default.

12.2 Order of prepayments

The Borrower may only elect to prepay the Tranche B Advance in whole or in part if
the Tranche A Advance has been repaid or prepaid in full or will be prepaid in full at
the same time.

13. TAX AND INCREASED COST PREPAYMENT

13.1 Tax and increased cost prepayment

(a) If an Obligor is required to pay the Lender any additional amounts under
either clause 19.1(c) or clause 20.1 or the Lender claims indemnification
from an Obligor under clause 19.2(a), then the Borrower may serve a notice
of prepayment on the Lender while the circumstances referred to continue.
This does not affect the Obligors' obligations under clause 19 or clause 20.
(b) If the Borrower gives a prepayment notice under clause 13.1(a), it shall
prepay the outstanding Advances, together with accrued interest on those
Advances and all other sums payable under the Finance Documents, to the
Lender [five] Business Days after that notice was given (or such later date
as it may have specified in the notice).
(c) On prepayment by the Borrower in accordance with clause 13.1(b) the Total
Commitments shall be cancelled automatically.

14. ILLEGALITY

14.1 Illegality
(a) The Lender may require the Borrower to prepay the Advances if:
(i) the introduction of or change in any law or regulation, or any
change in the way any court or regulatory authority interprets or
applies any law or regulation;
(ii) complying with any direction, request or requirement (whether or
not having the force of law) of any monetary agency, central bank
or governmental or regulatory authority; or

31
 (iii) any judgment, order or direction of any court, tribunal or authority
binding on the Lender,
makes it unlawful for the Lender to make any Advance or allow any
Advance to remain outstanding or fund or maintain any Commitment or
allow any Commitment to remain outstanding.

(b) To require prepayment under clause 14.1(a), the Lender shall give notice to
the Borrower demanding prepayment and giving the date for that
prepayment. The date for prepayment shall be:
(i) the next Interest Payment Date for each relevant Advance or
Advances to be prepaid; or
(ii) if earlier, the date the Lender certifies to be the last date for payment
under any law, regulation, direction, request, requirement, judgment
or order specified in clause 14.1(a).
(c) The Borrower shall prepay the outstanding Advances as set out in the
notice, together with accrued interest on those Advances and all other sums
payable under the Finance Documents.
(d) The Lender's obligation to make Advances shall terminate on it giving
notice under clause 14.1(b) and its Total Commitments shall be
automatically cancelled on that date.

15. APPLICATION OF PARTIAL PREPAYMENTS

15.1 Application of partial prepayments

Any amount to be applied in prepayment of the Facility under clause 10, clause 11 or
clause 12 shall be applied pro rata in each case:
(a) against the unpaid instalments of principal of Tranche A; and
(b) once Tranche A has been repaid in full, against the unpaid instalments of
principal of Tranche B,

until the Facility has been reduced to zero.

16. REPAYMENT, PREPAYMENT AND CANCELLATION GENERAL PROVISIONS

16.1 Repayment, prepayment and cancellation general provisions

(a) Any prepayment notice that the Borrower gives under this agreement shall
be irrevocable. A prepayment notice shall oblige the Borrower to prepay the
relevant Advance as set out in that notice.

32
 (b) The Borrower may not re-borrow any amount of the Facility which has
either been repaid or prepaid under this agreement and no amount of any
Commitment cancelled under this agreement may be reinstated.
(c) Any prepayment under this agreement shall be made together with accrued
interest on the amount prepaid, any break costs payable under clause 21.1
and, if appropriate, the prepayment fee referred to in clause 18.2.
(d) If the Borrower does not make a prepayment on the date for prepayment
specified in this agreement or gives a prepayment notice but fails to make
the prepayment on the date specified in the prepayment notice, the default
interest provisions of clause 7 shall apply to the unpaid prepayment amount.
(e) No repayment, prepayment or cancellation is permitted, except in
accordance with the express terms of this agreement.

17. PAYMENTS

17.1 Currency of account

(a) Subject to satisfaction of all the applicable conditions in clause 4, the
Lender shall make available each Advance to the Borrower in Sterling in
immediately available cleared funds on the Drawdown Date to, or for the
account of, the Borrower as specified in the Drawdown Request.
(b) Subject to clause 17.1(c), the currency of account shall be Sterling and all
payments that an Obligor makes under any Finance Document shall be
made:
(i) in full, without any deduction (except as allowed by clause 19.1),
set-off or counterclaim; and
(ii) in immediately available cleared funds on the due date to an account
which the Lender may specify to the Borrower or other relevant
Obligor for the purpose.
(c) The Borrower shall pay costs, expenses, Taxes and the like (and any interest
payable on those amounts) in the currency in which they are incurred.

17.2 [Change of currency

Unless prohibited by law, if more than one currency or currency unit is recognised by
the central bank of [any country OR [SPECIFY COUNTRY]] as the lawful currency
of [that country OR [SPECIFY COUNTRY]]:
(a) the Lender shall (after consultation with the Borrower) designate the
currency or currency unit of [that country OR [SPECIFY COUNTRY]] that
will apply to the Finance Documents;
(b) following such designation, all references in the Finance Documents to the
currency of [that country OR [SPECIFY COUNTRY]] shall be to the

33
 currency or currency unit so designated by the Lender and all obligations
under the Finance Documents shall be translated into, or paid in, the
currency or currency unit of [that country OR [SPECIFY COUNTRY]]
designated by the Lender; and
(c) any translation from one currency or currency unit to another shall be at the
official rate of exchange recognised by the central bank for the conversion
of that currency or currency unit into the other, rounded up or down by the
Lender (acting reasonably).

If a change in any currency of a country occurs, this agreement will, to the extent that
the Lender (acting reasonably and after consultation with the Borrower) specifies to
be necessary, be amended to comply with any generally accepted conventions and
relevant market practice or otherwise, to reflect the change in currency.]

17.3 Business Days

Any payment under any Finance Document which is due to be made on a day which
is not a Business Day shall be made on the next Business Day in the same calendar
month (if there is one) or the immediately preceding Business Day (if there is not).
Any interest or other amount accruing on a daily basis shall be calculated
accordingly.

17.4 Disruption to payment systems

If either the Lender determines, or the Borrower notifies the Lender, that a Disruption
Event has occurred:
(a) the Lender shall consult and agree with the Borrower the changes (if any)
needed to the operation or administration of the Facility as the Lender, in its
absolute discretion, deems necessary in the circumstances;
(b) the Lender shall not be obliged to consult any Obligor about any such
changes if, in its opinion, it is not practical to do so in the circumstances;
and
(c) any change made or agreed under this clause 17.4 shall (whether or not an
event is finally determined to be a Disruption Event) be binding on the
Lender and the Obligors as an amendment of the Finance Documents
notwithstanding the provisions of clause 32.

17.5 Partial payments

If the Lender receives a payment that is insufficient to discharge all the amounts then
due and payable by the Obligors under this agreement or any other Finance
Document, the Lender shall apply that payment in settlement of the obligations of the

34
 Obligors in the order determined by the Lender in its absolute discretion. The
provisions of this clause 17.5 shall override any appropriation made by any Obligor.

18. FEES, CHARGES AND EXPENSES

18.1 Arrangement and commitment fees

The Borrower shall pay to the Lender:

(a) an arrangement fee of £[AMOUNT], which shall be paid on the [Effective
Date OR the Drawdown Date][; and
(b) a commitment fee calculated at the rate of [PERCENTAGE]% per annum
on the undrawn Total Commitments during the Availability Period, which
shall be paid in arrear on the Drawdown Date].

18.2 Prepayment fee

Subject to the following sentence, any prepayment shall be without any premium or
fee (but without prejudice to the operation of clause 21.1). Where any prepayment of
the Facility relates to a refinancing of the Facility by any bank or financial institution
other than the Lender within 18 months of the Effective Date, the Borrower shall pay
to the Lender, on the date on which the prepayment is made, a prepayment fee equal
to 1% of the amount prepaid.

18.3 Transaction expenses

The Borrower shall, [promptly on OR within [five] Business Days of] demand, pay
to, or reimburse, the Lender, on a full indemnity basis, all costs, charges, expenses,
taxes and liabilities of any kind (including, without limitation, legal, printing and out-
of-pocket expenses) [reasonably] incurred by the Lender in connection with:
(a) the negotiation, preparation, execution and perfection of the Finance
Documents and the other documents referred to in them; and
(b) any amendment, extension, waiver, consent or suspension of rights (or any
proposal for any of these) relating to a Finance Document or a document
referred to in any of them.

18.4 Enforcement and preservation costs

The Borrower shall, on demand, pay to, or reimburse, the Lender on a full indemnity
basis, all costs, charges, expenses, taxes and liabilities of any kind (including, without
limitation, legal, printing and out-of-pocket expenses [and the fees of the Monitoring
Accountants]) [incurred by the Lender in connection with enforcing, preserving any
rights under, or monitoring the provisions of, any Finance Document.

35
19. TAXES

19.1 Tax gross-up

(a) Each Obligor shall make all its payments under the Finance Documents
without any Tax Deduction, unless a Tax Deduction is required by law.
(b) Promptly on becoming aware that it must make a Tax Deduction (or that
there is any change in the rate or the basis of a Tax Deduction), the relevant
Obligor shall notify the Lender. Similarly, the Lender shall notify the
Borrower if it becomes aware that a Tax Deduction must be made on a
payment payable to the Lender.
(c) Subject to clause 19.1(d), if an Obligor is required to make a Tax Deduction
by law from any payment due under any Finance Document, the payment
due from such 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) An Obligor does not have to make an increased payment to the Lender
under clause 19.1(c) for a Tax Deduction in respect of tax imposed by the
United Kingdom from a payment of interest on an Advance made (or to be
made) under the Finance Documents if, on the date the payment falls due,
the payment could have been made to the Lender without a Tax Deduction,
if it were a Qualifying Lender but, on that date, the 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 any published practice or
concession of any relevant taxing authority.
(e) The relevant Obligor shall make any Tax Deduction and any payment
required in connection with that Tax Deduction within the time allowed and
for 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 relevant Obligor shall deliver to
the Lender evidence reasonably satisfactory to the Lender that either the Tax
Deduction has been made or any appropriate payment paid to the relevant
taxing authority (as applicable).

19.2 Tax indemnity

(a) Within three Business Days of demand by the Lender, the Borrower shall
pay the Lender an amount equal to the loss, liability or cost which the
Lender determines that it has directly or indirectly suffered or will directly
or indirectly suffer in relation to Tax in respect of amounts payable to it
under a Finance Document.
(b) Clause 19.2(a) shall not apply to:

36
 (i) any Tax assessed on the Lender under the law of the jurisdiction in
which the Lender is incorporated or resident for tax purposes if that
Tax is imposed on, or calculated by reference to, the net income,
profits or gains received or receivable (but not any sum deemed to
be received or receivable) by the Lender; or
(ii) the extent that a loss, liability or cost is compensated for by an
increased payment under clause 19.1, or would have been so
compensated if clause 19.1(d) had not applied.
(c) If the Lender makes (or intends to make) a claim under clause 19.2(a), it
shall promptly notify the Borrower of the event which has caused (or will
cause) that claim.

19.3 Tax Credit

If an Obligor makes a Tax Payment and the Lender determines that:

(a) a Tax Credit is attributable to an increased payment of which that Tax
Payment is a part, to that Tax Payment or to a Tax Deduction in
consequence of which that Tax Payment was required; and
(b) it has obtained and used that Tax Credit,

the Lender shall pay an amount to the relevant Obligor which the Lender determines
will leave the Lender (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 that Obligor.

19.4 Stamp taxes

The Borrower shall pay and, within three Business Days of demand, indemnify the
Lender against any cost, loss or liability the Lender incurs in relation to all stamp
duty, registration and other similar Taxes payable in respect of any Finance
Document.

19.5 Value Added Tax

(a) All amounts payable by any Obligor to the Lender under a Finance
Document that (in whole or in part) constitute consideration for VAT
purposes are deemed to be exclusive of VAT. Subject to clause 19.5(b), if
VAT is chargeable on any supply made by the Lender to an Obligor under a
Finance Document, the relevant Obligor shall pay the Lender (in addition
to, and at the same time as, paying the consideration) an amount equal to the
amount of the VAT and the Lender shall promptly provide an appropriate
VAT invoice to the relevant Obligor.
(b) Where a Finance Document requires an Obligor to reimburse or indemnify
the Lender for any costs or expenses, that Obligor shall, at the same time,

37
 reimburse or indemnify the Lender for all VAT incurred by the Lender in
respect of those costs or expenses. The amount payable shall be the amount
that the Lender reasonably determines is the amount that neither it, nor any
other member of any group of which it is a member for VAT purposes, is
entitled to recover from the relevant tax authority in respect of the VAT.

20. INCREASED COSTS

20.1 Increased Costs

Subject to clause 20.3, within three Business Days of demand by the Lender, the
Borrower shall pay the Lender the amount of any [material] Increased Costs incurred
by the Lender or any of its Affiliates as a result of:
(a) the introduction of, or any change in (or in the interpretation, administration
or application of) any law or regulation by any governmental or regulatory
authority; or
(b) compliance with any law or regulation made after the date of this
agreement.

20.2 Increased Costs claims

(a) If the Lender intends to make a claim under clause 20.1, it shall promptly
notify the Borrower of the event which will cause that claim.
(b) As soon as practicable after a demand by the Borrower, the Lender shall
provide a certificate confirming the amount of its Increased Costs.

20.3 Exceptions

Clause 20.1 does not apply to any Increased Cost that is:
(a) due to a Tax Deduction required to be made by an Obligor by law;
(b) compensated for by clause 19.2(a) or would have been so compensated if
clause 19.2(b) had not applied;
(c) compensated for by the payment of Mandatory Costs; [or]
(d) due to the wilful breach of any law or regulation by the Lender or its
Affiliates[. OR; or]
(e) [attributable to the implementation or application of or compliance with the
International Convergence of Capital Measurement and Capital Standards, a
Revised Framework published by the Basel Committee on Banking
Supervision in June 2004 in the form existing on the date of this agreement
(but, for the avoidance of doubt, excluding any amendment arising out of
Basel III) (Basel II) or any other law or regulation which implements Basel

38
 II (whether such implementation, application or compliance is by a
government, regulator, the Lender or any of its Affiliates).]

21. INDEMNITIES

21.1 Indemnity

The Borrower shall indemnify the Lender within three Business Days of demand
against:
(a) any funding or other properly incurred cost or expense; and
(b) any other loss or liability directly sustained or incurred by it as a result of:
(i) the occurrence of an Event of Default or Potential Event of Default;
(ii) an Advance not being made by reason of the operation of any one or
more of the provisions of this agreement or the Borrower purporting
to revoke the Drawdown Request;
(iii) any prepayment of the Facility being made other than in accordance
with a notice of prepayment given in accordance with the terms of
this agreement; or
(iv) the Lender receiving or recovering all or part of an Advance or
Unpaid Amount other than on the last day of the Interest Period
relating to that Advance or Unpaid Amount.

21.2 Other indemnity provisions

(a) The indemnity under clause 21.1 shall include any interest [(excluding the
Margin)] that the Lender would have received (as determined by the
Lender) if the due payment had been received on the last day of the relevant
Interest Period, less:
(i) the amount the Borrower has actually paid in respect of interest
[(excluding the Margin)] for that Interest Period up to the date of
actual payment; and
(ii) the amount of interest that the Lender has received by placing the
principal amount (and any interest [(excluding the Margin)] on it)
paid by the Borrower on deposit in the London interbank market
from the Business Day following receipt up to (and including) the
last day of the relevant Interest Period.
(b) Each indemnity in this agreement:
(i) is a separate and independent obligation from the other obligations
in this agreement;
(ii) gives rise to a separate and independent cause of action;
(iii) applies whether or not any indulgence is granted by the Lender; and

39
 (iv) shall continue in full force and effect despite any judgment, order,
claim or proof for a liquidated amount in respect of any sum due
under this agreement, or any other judgment or order.

22. MITIGATION BY LENDER

22.1 Mitigation

If circumstances arise which would (or would on giving of notice) result in:
(a) any additional amounts becoming payable under either or both of clause
19.1(c) or clause 19.2(a);
(b) any amount becoming payable under clause 20.1; or
(c) any prepayment under clause 14,

the Lender shall, in consultation with the Borrower, take such reasonable steps as
may be open to it to mitigate or remove the relevant circumstance, including
transferring the Facility to another office or transferring all its rights and obligations
under this agreement to another bank or financial institution.

22.2 Limitation of liability

(a) The Lender does not have to take the steps set out in clause 22.1 if it
[reasonably] believes that taking them might have an adverse effect on its
business, operations or financial condition, be contrary to its banking
policies or disadvantage it in any other way.
(b) Any action of the Lender under clause 22.1 shall:
(i) not limit the Obligors' obligations under the Finance Documents;
and
(ii) be without prejudice to the terms of clause 19.1, clause 19.2, clause
19.3, clause 20.1 and clause 14.

23. REPRESENTATIONS AND WARRANTIES

23.1 Making of Warranties

The Borrower makes the Warranties and each [other] Original Guarantor makes the
Warranties in relation to itself only on the date of this agreement.

23.2 Repetition

The Borrower repeats the Warranties and each other Obligor repeats the Warranties in
relation to itself only on:

40
 (a) the date of the Drawdown Request;
(b) the Drawdown Date; and
(c) (except for those in paragraphs [INSERT PARAGRAPH NUMBERS OF
NON-REPEATING WARRANTIES] of Schedule 5 and paragraph 1.2 of
Schedule 5 so far as it relates to a Potential Event of Default) the first day of
each Interest Period [and in the case of the Warranty in paragraph 12 of
Schedule 5 on [each day OR the dates falling at [INSERT INTERVAL]
intervals] after the date of this agreement and for so long as any amount
remains outstanding under the Finance Documents or any Commitment is in
force],

by reference to the facts and circumstances existing on each such date and assuming
that each Obligor has the knowledge of the Management Team, but so that the
Warranty in paragraph 11 of Schedule 5 shall, for this purpose, refer to the then latest
audited financial statements or unaudited financial statements (as applicable) of the
relevant [Group Company OR Obligor] (or the Group or Target Group) delivered to
the Lender under this agreement.

23.3 Warranties in respect of Additional Guarantors

An Additional Guarantor makes the Warranties (except for those in paragraphs

[INSERT PARAGRAPH NUMBERS OF NON-REPEATING WARRANTIES] of
Schedule 5) in relation to itself only on the day on which it becomes (or it is proposed
that it becomes) an Obligor by reference to the facts and circumstances existing on
that date and assuming that it has the knowledge of the Management Team.

24. COVENANTS

24.1 Making of covenants

The Borrower covenants with the Lender as set out in Schedule 6 and undertakes:
(a) to comply with those covenants; and
(b) to procure that each Group Company complies with those covenants.

24.2 [Confirmation of covenants by Obligors

Each of the other Obligors covenants with the Lender as set out in Schedule 6 in
relation to itself only and undertakes to comply with those covenants.]

24.3 Continuing obligations

41
 The covenants given by the Borrower [and the other Obligors] shall remain in force
from the date of this agreement for so long as any amount remains outstanding under
the Finance Documents or any Commitment is in force.

25. EVENTS OF DEFAULT

25.1 Events of Default

Each of the events or circumstances set out in clause 25.2 to clause 25.19 is an Event
of Default.

25.2 Non-payment

An Obligor fails to pay any sum payable by it under any Finance Document when
due, unless its failure to pay is caused solely by:
(a) an administrative error or technical problem and payment is made within
[three] Business Days of its due date; or
(b) a Disruption Event and payment is made within [three] Business Days of its
due date.

25.3 Non-compliance

An Obligor fails (other than a failure to pay or a failure referred to in clause 25.5) to
comply with any provision of the Finance Documents and (if the Lender considers,
acting reasonably, that the default is capable of remedy) such default is not remedied
within [14] days of the earlier of:
(a) the Lender notifying the Borrower or, if applicable, the relevant Obligor of
the default and the remedy required; and
(b) an Obligor becoming aware of the default.

25.4 Misrepresentation

Any representation, warranty or statement made, repeated or deemed made by an

Obligor in, or pursuant to, the Finance Documents is (or proves to have been)
incomplete, untrue, incorrect or misleading [in any material respect] when made,
repeated or deemed made.

25.5 Financial condition

Any requirement of [paragraph 1 or] paragraph 2 of Part 4. of Schedule 6 is not

satisfied.

42
25.6 Cessation of business

Any Group Company (other than a Dormant Subsidiary) suspends or ceases to carry
on (or threatens to suspend or cease to carry on) all or a material part of its business.

25.7 Cross-default
(a) Subject to clause 25.7(b):
(i) any Borrowed Money of any Group Company is not paid when due
nor within any originally applicable grace period;
(ii) any Borrowed Money of any Group Company becomes due, or
capable of being declared due and payable prior to its stated
maturity by reason of an event of default (however described);
(iii) any commitment for Borrowed Money of any Group Company is
cancelled or suspended by a creditor of such Group Company by
reason of an event of default (however described); or
(iv) any creditor of any Group Company becomes entitled to declare any
Borrowed Money of that Group Company due and payable prior to
its stated maturity by reason of an event of default (however
described).
(b) An event or circumstance referred to in clause 25.7(a) shall not constitute an
Event of Default if the aggregate amount of Borrowed Money or
commitment for Borrowed Money affected is less than £[MINIMUM
AMOUNT] (or its equivalent in other currencies).

25.8 Insolvency
(a) Any Group Company stops or suspends payment of any of its debts or is
unable to, or admits its inability to, pay its debts as they fall due.
(b) Any Group Company commences negotiations, or enters into any
composition, compromise, assignment or arrangement, with one or more of
its creditors (excluding the Lender) with a view to rescheduling any of its
Indebtedness (because of actual or anticipated financial difficulties).
(c) A moratorium is declared in respect of any Indebtedness of any Group
Company.
(d) Any action, proceedings, procedure or step is taken in relation to:
(i) the suspension of payments, a moratorium of any Indebtedness,
winding-up, dissolution, administration or reorganisation (using a
voluntary arrangement, scheme of arrangement or otherwise) of any
Group Company;
(ii) a composition, compromise, assignment or arrangement with any
creditor of any Group Company; or

43
 (iii) the appointment of a liquidator, receiver, administrative receiver,
administrator, compulsory manager or other similar officer in
respect of any Group Company or any of its assets.
(e) The value of any Group Company's assets is less than its liabilities (taking
into account contingent and prospective liabilities).
(f) Any event occurs in relation to any Group Company similar to those set out
in this clause 25.8 under the laws of any applicable jurisdiction.
(g) A winding-up petition which is frivolous or vexatious and is discharged,
stayed or dismissed within 14 days of commencement or, if earlier, the date
on which it is advertised shall be excluded from clause 25.8(a) to clause
25.8(f). The ending of any moratorium referred to in clause 25.8(c) shall not
remedy any Event of Default caused by that moratorium.

25.9 Creditors' process

A distress, attachment, execution, expropriation, sequestration or other analogous

legal process in any jurisdiction is levied, enforced or sued out on, or against, the
assets of any Group Company having an aggregate value of £[AMOUNT] (or its
equivalent in other currencies) and is not discharged or stayed within [21 OR 30]
days.

25.10 Enforcement of Security

Any Security [in respect of Indebtedness exceeding £[AMOUNT] (or its equivalent in
other currencies)] on or over the assets of any Group Company becomes enforceable.

25.11 Illegality

All or any part of any [Transaction Document OR Finance Document] is or becomes

invalid, unlawful, unenforceable, terminated, disputed or ceases to be effective or to
have full force and effect.

25.12 Repudiation

Any Group Company repudiates or shows an intention to repudiate the [Transaction

Documents OR Finance Documents] or any of them.

25.13 Intercreditor Deed

Any party to the Intercreditor Deed (other than the Lender) fails to comply with its
obligations under the Intercreditor Deed or repudiates or shows an intention to

44
 repudiate it or a representation or warranty given by any such party is incorrect [in
any material respect].

25.14 Management Team

Any member of the Management Team ceases to be employed by the Borrower or

ceases to devote his full required time and attention to the business, trade and offices
of the Group and a replacement approved by the Lender has not given a legally
binding acceptance to an offer of employment and given notice of his resignation
from his existing employment within [180] days of such cessation.

25.15 Qualified audit report

The Auditors qualify their report to any audited financial statements of a Group
Company (except where the qualification is of a technical nature and the remedy for
the matter giving rise to the qualification would have no effect on the results for the
period to which the financial statements relate, or on the financial position of that
Group Company as at the end of that period).

25.16 Reduction of capital

A meeting is convened by the Borrower for the purpose of passing any resolution to
purchase, reduce or redeem any of its share capital or any such purchase, reduction or
redemption occurs.

25.17 Claims under Acquisition Documents

The Borrower has a claim against one or more of the Sellers under the Acquisition
Documents and:
(a) those Sellers dispute their liability in respect of the claim; or
(b) those Sellers are insolvent or otherwise financially unable to meet their
obligations in respect of such claim,

and which, in the [reasonable] opinion of the Lender, has or is [reasonably] likely to
have a Material Adverse Effect.

25.18 Material contracts

The [SPECIFY ANY APPROPRIATE MATERIAL CONTRACTS] is terminated or

otherwise ceases to be in full force and effect (other than on expiry in accordance
with its terms, as in force at the date of this agreement).

45
25.19 Material adverse change

Any event occurs (or circumstances exist) which, in the [reasonable] opinion of the
Lender, has or is [reasonably] likely to have a Material Adverse Effect.

25.20 Acceleration

At any time after an Event of Default has occurred which is continuing, the Lender
may, by notice to the Borrower:
(a) cancel the Total Commitments whereupon they shall immediately be
cancelled;
(b) declare that all outstanding Advances, accrued interest and all other amounts
accrued or outstanding under the Finance Documents be immediately due
and payable, whereupon they shall become immediately due and payable;
(c) declare that all outstanding Advances be payable on demand, whereupon
they shall immediately become payable on demand by the Lender; and/or
(d) declare the Security Documents (or any of them) to be enforceable.

26. ASSIGNMENT AND TRANSFER

26.1 Assignment and transfer by the Lender

The Lender may, subject to clause 26.2:

(a) assign any of its rights under the Finance Documents; or
(b) transfer all of its rights or obligations by novation,

to another bank or financial institution.

26.2 Conditions of assignment or transfer

(a) If:
(i) the Lender assigns any of its rights or transfers all of its rights or
obligations under the Finance Documents; and
(ii) as a result of circumstances existing at the date of the assignment or
transfer, any Obligor would be obliged to make a payment to any
assignee or transferee under clause 19.1(c), clause 19.2(a) or clause
20.1,
then such assignee or transferee is only entitled to receive those payments to
the same extent that the Lender would have been so entitled if the
assignment or transfer had not occurred.

46
 (b) [The Lender must consult with the Borrower for no more than [NUMBER]
days before it may make an assignment or transfer in accordance with
clause 26.1 unless:
(i) the assignment or transfer is to an Affiliate of the Lender; or
(ii) an Event of Default is continuing.]

26.3 [Lender's right to charge, assign or create Security over rights

In addition to the other rights provided to the Lender under this clause 26, the Lender
may at any time and without consulting with any Obligor or obtaining any Obligor's
consent, charge, assign or otherwise create Security in or over all or any of its rights
under any Finance Document to secure its obligations, including any Security to
secure obligations to a federal reserve or central bank, except that no such charge,
assignment or Security shall:
(a) release the Lender from any of its obligations under the Finance Documents
or substitute the beneficiary of the relevant charge, assignment or Security
for the Lender as a party to any of the Finance Documents; or
(b) require any payments to be made by any Obligor other than or in excess of,
or grant to any person any more extensive rights than, those required to be
made or granted to the Lender under the Finance Documents.]

26.4 Facility Office

The Lender may, at any time, change its Facility Office.

26.5 Assignment or transfer by the Obligors

No Obligor may assign any of its rights, or transfer any of its rights or obligations,
under the Finance Documents.

27. ADDITIONAL GUARANTORS

27.1 Additional Guarantors

(a) The Borrower may request that any of its [wholly owned] subsidiaries
become a Guarantor.
(b) A Group Company shall become an Additional Guarantor if:
(i) the Borrower and the proposed Additional Guarantor deliver to the
Lender a duly completed executed Accession Deed; and
(ii) the Lender has received all the documents and evidence specified in
Part 2. of Schedule 2 in relation to that Additional Guarantor in the
form, and containing the information, that it requires.

47
 (c) The Lender shall notify the Borrower promptly on being satisfied that it has
received the documents and evidence referred to in clause 27.1(b).
(d) Delivery of an Accession Deed constitutes confirmation by the relevant
Additional Guarantor that it makes the Warranties referred to in clause 23.3.

28. RESIGNATION OF A GUARANTOR

28.1 Resignation of a Guarantor

(a) The Borrower may request that a Guarantor ceases to be a Guarantor by
delivering a Resignation Letter if the Lender has given its prior written
consent.
(b) The Lender shall accept a Resignation Letter and notify the Borrower of its
acceptance if:
(i) the Borrower has confirmed that no Event of Default or Potential
Event of Default is continuing or would result from the Lender's
acceptance of the Resignation Letter;
(ii) no payment is due from that Guarantor; and
(iii) the Net Proceeds (if any) will be applied in accordance with clause
10.
(c) If the Guarantor is being released because of a disposal, its resignation shall
not be effective until the date that disposal is completed at which time it
shall cease to have any rights or obligations under the Finance Documents
as a Guarantor.

29. CONFIDENTIALITY

29.1 Confidential Information

The Lender agrees to keep all Confidential Information confidential and not disclose
it to anyone other than in accordance with clause 29.2.

29.2 Disclosure of Confidential Information

The Lender may disclose:

(a) to an Affiliate (and any of its or its Affiliate's officers, directors, employees,
professional advisers and auditors), in addition to any publicly available
information, such Confidential Information as the Lender shall consider
appropriate, if the person to whom the information is given is informed that
it:
(i) is confidential; and

48
 (ii) may be price-sensitive,
except that the Lender does not need to inform the recipient of (i) and (ii)
above if the recipient is subject to professional obligations to maintain the
confidentiality of the information;

(b) to any actual or potential assignee or transferee of its rights or obligations

under this agreement (and any of their professional advisers), in addition to
any publicly available information, such Confidential Information as the
Lender shall consider appropriate, if the person to whom the information is
given has entered into a Confidentiality Undertaking, except that there shall
be no requirement for a Confidentiality Undertaking if the recipient is
subject to professional obligations to maintain the confidentiality of the
information;
(c) to any person with (or through) whom it enters into (or may enter into),
whether directly or indirectly, any sub-participation in relation to, or any
other transaction under which payments are to be made or may be made by
reference to, this agreement and/or any Obligor (and any of their
professional advisers), in addition to any publicly available information,
such Confidential Information as the Lender shall consider appropriate, if
the person to whom the information is given has entered into a
Confidentiality Undertaking, except that there shall be no requirement for a
Confidentiality Undertaking if the recipient is subject to professional
obligations to maintain the confidentiality of the information;
(d) to any governmental, banking, taxation or regulatory authority or similar
body, or any other person to the extent that it is required to do so by any
applicable law, regulation, court order or the rules of any relevant stock
exchange, such Confidential Information as the Lender shall consider
appropriate, if the person to whom the information is given is informed that
it:
(i) is confidential; and
(ii) may be price-sensitive,
except that the Lender does not need to inform the person of (i) and (ii)
above if it considers it is not practicable to do so in the circumstances;

(e) to any person to whom information is required or desirable to be disclosed

in connection with any insurance required to be maintained or taken out in
accordance with the Finance Documents, such Confidential Information as
the Lender shall consider appropriate, if the person to whom the information
is given is informed that it:
(i) is confidential; and
(ii) may be price-sensitive,
except that the Lender does not need to inform the person of (i) and (ii)
above if it considers it is not practicable to do so in the circumstances;

49
 (f) to any person to whom information is required to be disclosed in connection
with, and for the purpose of, any litigation, arbitration, administrative or
other investigations, proceedings or disputes, such Confidential Information
as the Lender shall consider appropriate, if the person to whom the
information is given is informed that it:
(i) is confidential; and
(ii) may be price-sensitive,
except that the Lender does not need to inform the person of (i) and (ii)
above if it considers it is not practicable to do so in the circumstances[; and
OR .]

(g) [to any person to whom or for whose benefit the Lender charges, assigns or
otherwise creates Security under clause 26.3, such Confidential Information
as the Lender shall consider appropriate, if the person to whom the
information is given is informed that it:
(i) is confidential; and
(ii) may be price-sensitive,
except that the Lender does not need to inform the person of (i) and (ii)
above if it considers it is not practicable to do so in the circumstances.]

29.3 Entire agreement

This clause 29 constitutes the entire agreement between the parties in relation to the
obligations of the Lender under the Finance Documents regarding Confidential
Information and supersedes any previous agreement regarding Confidential
Information.

29.4 Continuing obligations

The obligations in this clause 29 are continuing and will remain binding on the
Lender for a period of [12] months from the earlier of:
(a) the date on which all amounts payable by the Borrower under or in
connection with this agreement have been paid in full and all Commitments
have been cancelled or otherwise ceased to be available; and
(b) the date on which the Lender ceases to be the Lender.

30. SET-OFF

30.1 Lender may set off

50
 The Lender may at any time set off any liability of an Obligor to the Lender against
any liability of the Lender to that Obligor, whether either liability is present or future,
liquidated or unliquidated, and whether or not either liability arises under this
agreement. If the liabilities to be set off are expressed in different currencies, the
Lender may convert either liability at a market rate of exchange for the purpose of
set-off. Any exercise by the Lender of its rights under this clause 30.1 shall not limit
or affect any other rights or remedies available to it under this agreement or
otherwise.

30.2 [No obligation to set off

The Lender is not obliged to exercise its rights under clause 30.1. If, however, it does
exercise those rights it must promptly notify the relevant Obligor of the set-off that
has been made.]

31. CALCULATIONS AND CERTIFICATES

31.1 Accounts

The Lender shall maintain accounts evidencing the amounts owed to it by the
Obligors, in accordance with its usual practice. Entries in those accounts shall be
prima facie evidence of the existence and amount of each Obligor's obligations as
recorded in them.

31.2 Certificates and determinations

If the Lender issues any certificate, determination or notification of a rate or any

amount payable under this agreement or any Finance Document, it shall be, in the
absence of manifest error, conclusive evidence of the matter to which it relates.

31.3 Day count convention

Any interest, commission or fee shall accrue on a day-to-day basis, calculated

according to the actual number of days elapsed and a year of 365 days.

32. AMENDMENTS, WAIVERS AND CONSENTS

32.1 Amendments

No amendment of any Finance Document shall be effective unless it is in writing and

signed by, or on behalf of, each party to it (or its authorised representative).

32.2 Waivers and consents

51
 (a) A waiver of any right or remedy under any Finance Document or by law, or
any consent given under any Finance Document, is only effective if given in
writing by the waiving or consenting party and shall not be deemed a waiver
of any other breach or default. It only applies in the circumstances for which
it is given and shall not prevent the party giving it from subsequently
relying on the relevant provision.
(b) A failure or delay by a party to exercise any right or remedy provided under
any Finance Document or by law shall not constitute a waiver of that or any
other right or remedy, prevent or restrict any further exercise of that or any
other right or remedy or constitute an election to affirm any Finance
Document. No single or partial exercise of any right or remedy provided
under any Finance Document or by law shall prevent or restrict the further
exercise of that or any other right or remedy. No election to affirm any
Finance Document by the Lender shall be effective unless it is in writing.

32.3 Rights and remedies

The rights and remedies provided under each Finance Document are cumulative and
are in addition to, and not exclusive of, any rights and remedies provided by law.

32.4 Obligors agreement to amendments and waivers

Each Obligor agrees to any amendment or waiver permitted by this clause 32 which
is agreed to by the Borrower. This includes any amendment or waiver which would,
but for this clause 32.4, require the consent of all the Obligors.

33. SEVERANCE

33.1 Severance

If any provision (or part of a provision) of a Finance Document is or becomes invalid,

illegal or unenforceable, it shall be deemed modified to the minimum extent
necessary to make it valid, legal and enforceable. If such modification is not possible,
the relevant provision (or part of a provision) shall be deemed deleted. Any
modification to or deletion of a provision (or part of a provision) under this clause
shall not affect the legality, validity and enforceability of the rest of the relevant
Finance Document.

34. COUNTERPARTS

34.1 Counterparts

52
 (a) This agreement may be executed in any number of counterparts, each of
which when executed shall constitute a duplicate original, but all the
counterparts shall together constitute one agreement.
(b) [Transmission of [an executed counterpart of this agreement (but for the
avoidance of doubt not just a signature page) OR the executed signature
page of a counterpart of this agreement] by fax or email (in PDF, JPEG or
other agreed format) shall take effect as delivery of an executed counterpart
of this agreement. If either method of delivery is adopted, without prejudice
to the validity of the agreement thus made, each party shall provide the
others with the original of such counterpart as soon as reasonably possible
thereafter.]
(c) [No counterpart shall be effective until each party has executed at least one
counterpart.]

35. THIRD PARTY RIGHTS

35.1 Third party rights

(a) Except as expressly provided elsewhere in this agreement, a person who is
not a party to this agreement shall not have any rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce, or enjoy the benefit of, any
term of this agreement. This does not affect any right or remedy of a third
party which exists, or is available, apart from that Act.
(b) [The rights of the parties to rescind or agree any amendment or waiver
under this agreement are not subject to the consent of any other person.]

36. NOTICES

36.1 Delivery

Any notice or other communication given to an Obligor or the Lender under or in

connection with any Finance Document shall be:
(a) in writing;
(b) delivered by hand, by pre-paid first-class post or other next working day
delivery service or sent by fax; and
(c) sent to:
(i) the Borrower at:
[ADDRESS]
Fax: [NUMBER]
Attention: [NAME];

53
 (ii) any other Obligor at the address or fax number and for the attention
of the person identified with its name in Part 1. of Schedule 1; and
(iii) the Lender at:
[ADDRESS]
Fax: [NUMBER]
Attention: [NAME]
or to any other address or fax number as is notified in writing by one party
to the others from time to time.

36.2 Receipt by Obligors

Any notice or other communication that the Lender gives to an Obligor under or in
connection with any Finance Document shall be deemed to have been received:
(a) if delivered by hand, at the time it is left at the relevant address;
(b) if posted by pre-paid first-class post or other next working day delivery
service, on the second Business Day after posting; and
(c) if sent by fax, when received in legible form.

A notice or other communication given as described in clause 36.2(a) or clause

36.2(c) on a day that is not a Business Day, or after normal business hours, in the
place it is received, shall be deemed to have been received on the next Business Day.

36.3 Receipt by Lender

Any notice or other communication given to the Lender shall be deemed to have been
received only on actual receipt.

36.4 Service on Borrower is deemed notice for Obligors

Any notice or other communication given to the Borrower shall be deemed to have
been given to each of the other Obligors.

36.5 Service of proceedings

This clause 36 does not apply to the service of any proceedings or other documents in
any legal action or, where applicable, any arbitration or other method of dispute
resolution.

36.6 [No notice by email

54
 A notice or other communication given under or in connection with this agreement is
not valid if sent by email.]

37. APPOINTMENT OF BORROWER AS OBLIGORS' AGENT

37.1 Borrower as Obligor's agent

(a) Each Obligor (other than the Borrower) by its execution of this agreement
irrevocably appoints the Borrower to act on its behalf as its agent in relation
to the Finance Documents and irrevocably authorises:
(i) the Borrower on its behalf to supply all information concerning
itself contemplated by this agreement to the Lender and to give all
notices and instructions, to make such agreements and to effect the
relevant amendments 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) the Lender to give any notice, demand or other communication to
that Obligor pursuant to the Finance Documents to the Borrower,
and, in each case, the Obligor shall be bound as though the Obligor itself
had given the notices or instructions or executed or made the agreements or
effected the amendments or received the relevant notice, demand or other
communication.

(b) Every act, omission, agreement, undertaking, settlement, waiver,

amendment, notice or other communication given or made by or given to
the Borrower 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 Borrower and any other Obligor, those of the
Borrower shall prevail.

38. GOVERNING LAW AND JURISDICTION

38.1 Governing law

This agreement and any dispute or claim (including non-contractual disputes or

claims) arising out of or in connection with it or its subject matter or formation shall
be governed by and construed in accordance with the law of England and Wales.

38.2 Jurisdiction

55
 Each party irrevocably agrees that, subject as provided below, the courts of England
and Wales shall have exclusive jurisdiction over any dispute or claim (including non-
contractual disputes or claims) arising out of or in connection with this agreement or
its subject matter or formation . Nothing in this clause shall limit the right of the
Lender to take proceedings against any Obligor in any other court of competent
jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions
preclude the taking of proceedings in any other jurisdictions, whether concurrently or
not, to the extent permitted by the law of such other jurisdiction.

38.3 Other service

Each Obligor irrevocably consents to any process in any legal action or proceedings
under clause 38.2 being served on it in accordance with the provisions of this
agreement relating to service of notices. Nothing contained in this agreement shall
affect the right to serve process in any other manner permitted by law.

This agreement has been entered into on the date stated at the beginning of it.

56
 Schedule 1 Original Guarantors, Management Team and Dormant Subsidiaries

Part 1. Guarantors

[FULL COMPANY NAME OF GUARANTOR] incorporated and registered in England and

Wales with company number [NUMBER] whose registered office is at [REGISTERED
OFFICE ADDRESS]

[NOTICE DETAILS]

[FULL COMPANY NAME OF GUARANTOR] incorporated and registered in England and

Wales with company number [NUMBER] whose registered office is at [REGISTERED
OFFICE ADDRESS]

[NOTICE DETAILS]

Part 2. Management Team

[NAME OF INDIVIDUAL] [OFFICE OR EXECUTIVE POSITION]

[NAME OF INDIVIDUAL] [OFFICE OR EXECUTIVE POSITION]

[NAME OF INDIVIDUAL] [OFFICE OR EXECUTIVE POSITION]

Part 3. Dormant Subsidiaries

[FULL COMPANY NAME OF DORMANT SUBSIDIARY] incorporated and registered in

England and Wales with company number [NUMBER] whose registered office is at
[REGISTERED OFFICE ADDRESS]

[FULL COMPANY NAME OF DORMANT SUBSIDIARY] incorporated and registered in

England and Wales with company number [NUMBER] whose registered office is at
[REGISTERED OFFICE ADDRESS]

57
 Schedule 2 Conditions precedent

Part 1. Initial conditions precedent

1. CONSTITUTIONAL DOCUMENTS, RESOLUTIONS AND CERTIFICATES

1.1 A copy of the constitutional documents of the Borrower and each other Obligor.

1.2 A copy of the resolutions duly passed by the Borrower's board of directors:
(a) approving the entry into, terms of and transactions contemplated by the
Transaction Documents to which it is a party and resolving that it execute,
deliver and perform the Transaction Documents to which it is a party;
(b) authorising a specified person or persons to execute the Finance Documents
to which it is a party on its behalf, to give all notices (including the
Drawdown Request and any Selection Notice) and take all other action in
connection with the Finance Documents;
(c) confirming no limit on the powers of the Borrower or its directors to borrow
money, give guarantees or create security would be exceeded by its entry
into or performance of its obligations under the Finance Documents; and
(d) confirming that entry into the relevant Finance Documents is in the
commercial interests of the Borrower (stating the reasons for such
conclusion).

1.3 A copy of the resolutions duly passed by the board of directors of each Obligor (other
than the Borrower):
(a) approving the entry into, terms of and transactions contemplated by the
Transaction Documents to which it is a party and resolving that it execute,
deliver and perform the Transaction Documents to which it is a party;
(b) authorising a specified person or persons to execute the Finance Documents
to which it is a party on behalf of that Obligor, to give all notices and take
all other action in connection with the Finance Documents;
(c) confirming that it has the power to give financial assistance and that the
giving of financial assistance constituted by its entry into of the Finance
Documents will not cause any reduction in the net assets of that Obligor or,
to the extent that there is such a reduction, such financial assistance can be
provided out of the distributable profits of that Obligor and that, in
determining whether there has been any reduction in net assets, the directors
considered whether any liability needed to be provided for in respect of the
relevant Finance Documents;

58
 (d) confirming no limit on the powers of that Obligor or its directors to borrow
money, give guarantees or create security would be exceeded by its entry
into or performance of its obligations under the Finance Documents;
(e) confirming that entry into the relevant Finance Documents is in the
commercial interests of that Obligor (stating the reasons for such
conclusion); and
(f) authorising the Borrower to act as its agent in connection with the Finance
Documents.

1.4 [A copy of the resolutions, duly passed by the shareholders of each Original
Guarantor, approving the entry into, terms of and transactions contemplated by the
Finance Documents to which that Original Guarantor is a party.]

1.5 A sample of the signature of each person authorised by the resolutions referred to in
paragraph 1.2 and paragraph 1.3 of this Part 1. of Schedule 2.

1.6 A certificate of a director of the Borrower, confirming that:

(a) borrowing, guaranteeing or granting security in respect of the Total
Commitments would not mean any borrowing, guarantee, security or similar
limit binding on any Obligor would be exceeded;
(b) there is no Security (other than Permitted Security) affecting any Group
Company (including members of the Target Group) or any of their
respective assets;
(c) the Group (including the Target Group) will have no Borrowed Money
(other than Permitted Borrowings); and
(d) any necessary consents, licences or approvals from any governmental or
regulatory body in relation to:
(i) the Acquisition; and
(ii) the Transaction Documents,
have been obtained and are in full force and effect, or that no such consents,
licences or approvals are required.

1.7 A certificate of a director of each Obligor, certifying that each copy document relating
to it that it has provided under this Part 1. of Schedule 2 is correct, complete and in
full force and effect at a date no earlier than the date of this agreement.

2. FINANCE DOCUMENTS

2.1 This agreement, duly executed by the Borrower and each of the Original Guarantors.

59
2.2 The Guarantee, duly executed by each of the Original Guarantors.

2.3 The Debenture, duly executed by the Borrower and each of the Original Guarantors.

2.4 The Intercreditor Deed, duly executed by all parties to it (other than the Lender).

2.5 [The Intra-group Loan Agreement, duly executed by the Borrower and each of the
Original Guarantors.]

2.6 [The Overdraft Letter, duly executed by each of the Obligors party to it.]

2.7 All notices required to be sent under the Debenture, substantially in the relevant form
set out in the Debenture.

2.8 An acknowledgement to each of the notices referred to in paragraph 2.7 of this Part 1.
of Schedule 2, substantially in the relevant form set out in the Debenture.

2.9 All share certificates and stock transfer forms or equivalent, duly executed by the
relevant Obligor in blank, in relation to the shares subject to the Security created by
the Debenture, together with a certified copy of the register of members for each
Group Company whose shares are subject to that Security [and, in respect of each
such Group Company, a copy of the register of people with significant control over it
(PSC register) showing no outstanding warning or restriction notices].

2.10 [A certified copy OR The original] of each Key Man Insurance Policy.

2.11 [A certified copy OR The original] of each insurance policy relating to the assets
subject to the Security created by the Debenture.

2.12 [In relation to each Property:

(a) all title deeds (including occupational leases) relating to each Property [or
an undertaking from the Borrower's solicitors to hold the same to the
Lender's order];
(b) a priority search of the Land Registry in favour of the Lender showing no
adverse entries and giving not less than [20] Business Days' priority beyond
the date of the Debenture;
(c) evidence that all authorisations required for the creation of the Security in
favour of the Lender pursuant to the Debenture have been obtained and are
in full force and effect;
(d) all necessary Land Registry application forms, duly completed in relation to
the discharge of any Security (other than Permitted Security) affecting that

60
 Property and to the grant of a legal mortgage to the Lender (including a
form to note the obligation to make further advances, a form to register the
restriction in form P contained in the Debenture and a form for disclosable
overriding interests), together with the applicable Land Registry fees and an
undertaking from the Borrower's solicitors to use all reasonable endeavours
to deal with any requisitions raised by the Land Registry in connection with
those registrations [or an undertaking from the Borrower's solicitors to
register the discharge of any Security (other than Permitted Security)
affecting that Property and the grant of a legal mortgage to the Lender over
that Property at the Land Registry and to use all reasonable endeavours to
deal with any requisitions raised by the Land Registry in connection with
those registrations; and
(e) that is leasehold, [a certified copy of a OR a] notice to the reversioner
relating to the mortgaging of that leasehold interest to the Lender (if such
notice is required to be served under the terms of the lease)[, together with
payment of the appropriate registration fees] [and an undertaking from the
Borrower's solicitors to serve the same and pay the appropriate registration
fees].]

2.13 All other documents of title to be provided under the Debenture.

3. OTHER TRANSACTION DOCUMENTS

3.1 A certified copy of the executed Loan Note Instrument.

3.2 A certified copy of each executed Investor Security Document.

3.3 A certified copy of the executed Subscription Agreement, including any management
disclosure letter delivered under it.

3.4 A certified copy of each executed Acquisition Document, including any disclosure
letter delivered under any of them.

3.5 A certified copy of each executed Service Agreement.

3.6 A certificate signed by a director of the Borrower confirming that:

(a) the Subscription Agreement has become unconditional in accordance with
its terms and accordingly:
(i) not less than £[AMOUNT] in cash has been invested by the
Investors and the Management Team in the capital of the Borrower;
(ii) shares and Loan Notes have been duly issued fully paid to the
Investors and the Management Team; and

61
 (iii) as a result of the above subscriptions or loans the Borrower has
issued [NUMBER] ordinary shares[, [NUMBER] preference shares]
and £[AMOUNT] of Loan Notes; and
(b) the Acquisition Agreement has been or, subject only to the making of the
Drawing, will be completed and that:
(i) all its conditions have been, or will, simultaneously with the making
of the Drawing, be satisfied;
(ii) no right or entitlement of the Borrower under the Acquisition
Documents has been waived or amended; and
(iii) the Borrower is not aware of any breach of any warranty or any
claim under any Acquisition Document.

4. FINANCIAL

4.1 The latest available audited consolidated financial statements of the Target and the
latest available audited financial statements of each member of the Target Group.

4.2 The latest available unaudited consolidated financial statements of the Target Group
for the Trading Period ended [DATE].

4.3 A pro forma opening consolidated balance sheet of the Group, reflecting its financial
position immediately following Completion.

4.4 The agreed form of certificate to be delivered by the Auditors [or the Monitoring
Accountants] pursuant to paragraph 1.1(d) of Part 4. of Schedule 6.

4.5 A summary of transaction fees and expenses and a funds flow statement detailing the
proposed movement of funds on or before the Drawdown Date.

4.6 The Lender's form of bank mandate, duly executed by the Borrower.

4.7 All information required by the Lender to enable it to comply with all "know your
customer" or similar identification procedures under all applicable laws and
regulations.

5. REPORTS

5.1 The Business Plan.

5.2 The Accountants' Report.

62
5.3 The legal due diligence report on the Target Group by the Borrower's solicitors
addressed to the Lender.

5.4 [The report on the Target Group's pension schemes by [PERSON] addressed to the
Lender.]

5.5 [The environmental report in respect of each Property by [PERSON] addressed to the
Lender.]

5.6 [The valuation report in respect of each Property by [PERSON] addressed to the
Lender.]

5.7 [A [report on title in respect of each Property from the Borrower's solicitors addressed
to the Lender OR certificate of title in respect of each Property from the Borrower's
solicitors addressed to the Lender], together with an overview report prepared by the
Lender's solicitors on those [reports on OR certificates of] title addressed to the
Lender.]

5.8 The [report OR letter] from the Borrower's insurance broker addressed to the Lender,
listing the insurance policies for the assets and business of the Group (including the
Target Group) and confirming that such insurance cover complies with the terms of
this agreement and the Debenture [including that the Lender is noted as first loss
payee], is on risk and the necessary premia have been paid.

5.9 [The market report by [PERSON] addressed to the Lender.]

6. [LEGAL OPINION
A legal opinion from [LENDER'S LAWYERS] substantially in the form agreed
before this agreement was signed.]

7. OTHER DOCUMENTS AND EVIDENCE

7.1 Evidence that all outstanding Security (other than Permitted Security) granted by the
Borrower or any Group Company (including members of the Target Group) or
affecting their interest in the assets subject to the Security Documents has been, or
will be, discharged by the Drawdown Date.

7.2 A structure chart of the Group (including the Target Group).

7.3 References from customers of the Target and on the Management Team.

63
7.4 Details of any guarantees, bonds or indemnities issued by a bank for the account of
any member of the Target Group which are to continue after Completion and details
of the arrangements proposed in relation to such guarantees, bonds or indemnities so
that there will be no contravention of this agreement, or a certificate of a director of
the Borrower confirming that there are none, together with a counter-indemnity from
the Borrower in respect of any guarantee issued by the Lender in favour of an
outgoing bank.

7.5 Payment by the Borrower of all fees and expenses incurred by the Lender and to be
paid or reimbursed under clause 18 on or before the Drawdown Date.

7.6 A certified copy of any power of attorney under which any party (other than the
Lender) executes any Finance Document.

7.7 A certified copy of any other authorisation, document, opinion or assurance that the
Lender considers necessary [or desirable] in connection with the entry into, and
performance of, the transactions contemplated by the Finance Documents, or for the
Finance Documents to be valid and enforceable.

Part 2. Conditions precedent for Additional Guarantors

1. CONSTITUTIONAL DOCUMENTS, RESOLUTIONS AND CERTIFICATES

1.1 A copy of the constitutional documents of the Additional Guarantor.

1.2 A copy of the resolutions duly passed by the Additional Guarantor's board of
directors:
(a) approving the entry into, terms of and transactions contemplated by the
Accession Deed and other Finance Documents to which it is a party and
resolving that it execute, deliver and perform the Accession Deed and other
Finance Documents to which it is a party;
(b) authorising a specified person or persons to execute the Accession Deed and
other Finance Documents to which it is a party on its behalf, to give all
notices and take all other action in connection with the Finance Documents;
(c) confirming (if relevant) that it has the power to give financial assistance and
that the giving of financial assistance constituted by its entry into of the
Finance Documents will not cause any reduction in the net assets of the
Additional Guarantor or, to the extent that there is such a reduction, such
financial assistance can be provided out of the distributable profits of the
Additional Guarantor and that, in determining whether there has been any
reduction in net assets, the directors considered whether any liability needed
to be provided for in respect of the relevant Finance Documents;

64
 (d) confirming no limit on the powers of the Additional Guarantor or its
directors to borrow money, give guarantees or create security would be
exceeded by its entry into or performance of its obligations under the
Finance Documents;
(e) confirming that entry into the Accession Deed and other relevant Finance
Documents is in the commercial interests of the Additional Guarantor
(stating the reasons for such conclusion); and
(f) authorising the Borrower to act as its agent in connection with the Finance
Documents.

1.3 [A copy of the resolutions, duly passed by the shareholders of the Additional
Guarantor, approving the entry into, terms of and transactions contemplated by the
Finance Documents to which that Additional Guarantor is a party.]

1.4 A sample of the signature of each person authorised by the resolutions referred to in
paragraph 1.2 of this Part 2. of Schedule 2.

1.5 A certificate of a director of the Additional Guarantor, confirming that:

(a) guaranteeing or granting security in respect of the Total Commitments
would not mean any borrowing, guarantee, security or similar limit binding
on the Additional Guarantor would be exceeded;
(b) there is no Security (other than Permitted Security) affecting the Additional
Guarantor or any of its assets;
(c) the Additional Guarantor will have no Borrowed Money (other than
Permitted Borrowings); and
(d) any necessary consents, licences or approvals from any governmental or
regulatory body in relation to the Accession Deed and other Finance
Documents to which it is a party have been obtained and are in full force
and effect, or that no such consents, licences or approvals are required.

1.6 A certificate of a director of the Additional Guarantor, certifying that each copy
document relating to it that it has provided under this Part 2. of Schedule 2 is correct,
complete and in full force and effect at a date no earlier than the date of the Accession
Deed that it has executed.

2. FINANCE DOCUMENTS

1.7 An Accession Deed, duly executed by the Additional Guarantor and the Borrower.

1.8 A Guarantee, duly executed by the Additional Guarantor [and each of the other
Guarantors].

65
1.9 A Debenture, duly executed by the Additional Guarantor.

1.10 An accession deed to the Intercreditor Deed, duly executed by all parties to it (other
than the Lender).

1.11 [An accession deed to the Intra-group Loan Agreement, duly executed by the
Borrower and the Additional Guarantor.]

1.12 All notices required to be sent under the Debenture to which the Additional Guarantor
is a party, substantially in the relevant form set out in that Debenture.

1.13 An acknowledgement to each of the notices referred to in paragraph 1.12 of this Part
2. of Schedule 2, substantially in the relevant form set out in the Debenture to which
the Additional Guarantor is a party.

1.14 All share certificates and stock transfer forms or equivalent, duly executed by the
Additional Guarantor in blank, in relation to the shares subject to the Security created
by the Debenture to which it is a party, together with a certified coy of the register of
members for each Group Company whose shares are subject to that Security.

1.15 [A certified copy OR The original] of each insurance policy relating to the assets
subject to the Security created by the Debenture to which the Additional Guarantor is
a party.

1.16 [In relation to each property over which the Additional Guarantor will grant Security
in the Debenture:
(a) all title deeds (including occupational leases) relating to that property [or an
undertaking from the Additional Guarantor's solicitors to hold the same to
the Lender's order];
(b) a priority search of the Land Registry in favour of the Lender showing no
adverse entries and giving not less than [20] Business Days' priority beyond
the date of the Debenture;
(c) evidence that all authorisations required for the creation of the Security in
favour of the Lender pursuant to the Debenture have been obtained and are
in full force and effect;
(d) all necessary Land Registry application forms, duly completed in relation to
the discharge of any Security (other than Permitted Security) affecting that
property and to the grant of a legal mortgage to the Lender (including a
form to note the obligation to make further advances, a form to register the
restriction in form P contained in the Debenture and a form for disclosable
overriding interests), together with the applicable Land Registry fees and an
undertaking from the Additional Guarantor's solicitors to use all reasonable

66
 endeavours to deal with any requisitions raised by the Land Registry in
connection with those registrations [or an undertaking from the Additional
Guarantor's solicitors to register the discharge of any Security (other than
Permitted Security) affecting that property and the grant of a legal mortgage
to the Lender over that property at the Land Registry and to use all
reasonable endeavours to deal with any requisitions raised by the Land
Registry in connection with those registrations; and
(e) and which is leasehold, [a certified copy of a OR a] notice to the reversioner
relating to the mortgaging of that leasehold interest to the Lender (if such
notice is required to be served under the terms of the lease), together with
payment of the appropriate registration fees [and an undertaking from the
Additional Guarantor's solicitors to serve the same and pay the appropriate
registration fees].]

1.17 All other documents of title to be provided under the Debenture to which the
Additional Guarantor is a party.

3. FINANCIAL

1.18 If available, the latest audited financial statements of the Additional Guarantor.

1.19 All information required by the Lender to enable it to comply with all "know your
customer" or similar identification procedures under all applicable laws and
regulations.

4. [LEGAL OPINION
A legal opinion from [LENDER'S LAWYERS].]

5. OTHER DOCUMENTS AND EVIDENCE

A certified copy of any other authorisation, document, opinion or assurance that the
Lender considers necessary [or desirable] in connection with the entry into, and
performance of, the transactions contemplated by the Accession Deed and other
relevant Finance Documents, or for the Accession Deed and other relevant Finance
Documents to be valid and enforceable.

67
 Schedule 3 Form of Drawdown Request and Selection Notice

Part 1. Form of Drawdown Request

To: [NAME OF LENDER]

[ADDRESS]

Attention: [NAME] Department

Date: [DATE]

Dear Sirs

[NAME OF BORROWER] - £[AMOUNT] Facility Agreement dated [DATE] between

[PARTIES] (Facility Agreement)

We refer to the Facility Agreement. This is the Drawdown Request. Words and expressions
defined in the Facility Agreement have the same meaning in this Drawdown Request.

We give you notice that we wish to draw down the following Advances on [DATE]:

Tranche A: £[AMOUNT]; and

Tranche B: £[AMOUNT].

Initial Interest Period: [[one OR three OR six] month[s] for each Advance OR [one OR three
OR six] month[s] for the Tranche A Advance and [one OR three OR six] month[s] for the
Tranche B Advance].

The Advances are to be made available by credit to [ACCOUNT DETAILS].

We confirm that on today's date and the Drawdown Date no Event of Default or Potential
Event of Default is continuing or would result from the proposed Drawing and the Warranties
are true and correct [in all material respects] and will be true and correct [in all material
respects] immediately after we have made the proposed Drawing.

This Drawdown Request is irrevocable.

..........................................

For and on behalf of

[NAME OF BORROWER]

68
 Part 2. Form of Selection Notice

To: [NAME OF LENDER]

[ADDRESS]

Attention: [NAME] Department

Date: [DATE]

Dear Sirs

[NAME OF BORROWER] - £[AMOUNT] Facility Agreement dated [DATE] between

[PARTIES] (Facility Agreement)

We refer to the Facility Agreement. This is a Selection Notice. Words and expressions defined
in the Facility Agreement have the same meaning in this Selection Notice.

We refer to the Tranche [A OR B] Advance with an Interest Period ending on [DATE OF

LAST DAY OF INTEREST PERIOD]. We request that the next Interest Period for that
Advance is [one OR three OR six] months.

This Selection Notice is irrevocable.

..........................................

For and on behalf of

[NAME OF BORROWER]

69
 Schedule 4 [Calculation of Mandatory Costs]

[NOTE: The method for calculating Mandatory Costs is a matter for commercial
agreement between the parties. Check (i) the extent to which Mandatory Costs are
payable on the specific transaction; and (ii) specific client requirements for calculation
before inserting (if appropriate) the method for calculation.]

1. ALTERNATIVE REQUIREMENTS
If alternative or additional financial requirements are imposed which, in the Lender's
opinion, make the formula set out in paragraph 2 of this Schedule 4 no longer
appropriate, the Lender may choose another suitable formula to apply instead of the
formula set out in paragraph 2 of this Schedule 4. Any such determination shall, in the
absence of manifest error, be conclusive and binding on the Obligors.

2. CALCULATION OF COSTS
The Lender shall determine the rate of the Mandatory Costs by applying the formula:

AB + C (B - D) + E x 0.01% per annum

100 - (A + C)

where, on the day the formula is applied:

A is the percentage of Eligible Liabilities (over any stated minimum) which the
Lender is from time to time required to maintain as an interest free cash ratio deposit
with the Bank of England to comply with cash ratio requirements.

B is the percentage rate of interest (excluding the Margin and the Mandatory Costs
and, if an Unpaid Amount, the additional rate of interest specified in clause 7)
payable for the relevant Interest Period on the Advance.

C is the percentage (if any) of Eligible Liabilities which the Lender is required from
time to time to maintain as interest bearing Special Deposits with the Bank of
England.

D is the percentage rate per annum that the Bank of England pays to the Lender on
interest bearing Special Deposits.

E is designed to compensate the Lender for amounts payable under the Fees Rules
and is the rate of charge payable by the Lender to the Financial Conduct Authority
and the Prudential Regulation Authority under the Fees Rules in respect of the
relevant financial year of, as the case may be, the Financial Conduct Authority or the
Prudential Regulation Authority (calculated for this purpose by the Lender as being

70
the average of the Fee Tariffs applicable to the Lender for that financial year) and
expressed in pounds per £1,000,000 of the Tariff Base of the Lender.

In the formula, A, B, C and D are percentages and not numbers. A negative result
obtained from subtracting D from B shall be deemed to be zero.

Each calculation shall be rounded up to four decimal places.

71
 Schedule 5 Representations and warranties

1. DUE INCORPORATION
Each [Group Company OR Obligor]:
(a) is a duly incorporated limited liability company validly existing under the
law of its jurisdiction of incorporation as at the date of this agreement [or as
the date it became a member of the Group OR or, in the case of an
Additional Guarantor, as at the date it became an Obligor]; and
(b) has the power to own its assets and carry on its business as it is being
conducted.

2. POWERS
Powers
(c) Each Obligor has the power to enter into, deliver and perform, and has taken
all necessary action to authorise its entry into, delivery and performance of
the [Transaction Documents OR Finance Documents] to which it is a party
and the transactions contemplated by them.
(d) No limit on the powers of any Obligor will be exceeded as a result of the
borrowing, grant of Security or guarantees contemplated by the [Transaction
Documents OR Finance Documents].

3. NON-CONTRAVENTION
The entry into and performance by an Obligor of, and the transactions contemplated
by, each [Transaction Document OR Finance Document] to which it is party do not
and will not contravene or conflict with:
(e) any of the constitutional documents of any Group Company;
(f) any agreement or instrument binding on any Group Company or any Group
Company's assets or constitute a default or termination event (however
described) under any such agreement or instrument; or
(g) any law or regulation or judicial or official order, applicable to any Group
Company.

4. AUTHORISATIONS
Each Obligor has obtained all required or desirable authorisations to enable it to enter
into, exercise its rights and comply with its obligations in the [Transaction
Documents OR Finance Documents] to which it is a party [and to make them
admissible in evidence in its jurisdiction of incorporation]. Any such authorisations
are in full force and effect.

72
5. BINDING OBLIGATIONS
Subject to any general principles of law limiting its obligations specifically referred
to in any legal opinion delivered pursuant to paragraph 6 of Part 1. of Schedule 2 or
paragraph 4 of Part 2. of Schedule 2:
(h) the obligations of each Obligor under the [Transaction Documents OR
Finance Documents] are legal, valid, binding and enforceable; and
(i) each Security Document creates (or, once entered into, will create):
(i) valid, legally binding and enforceable Security for the obligations
expressed to be secured by it; and
(ii) subject to registration in accordance with the Companies Act 2006
and, in the case of real property, registration at the Land Registry,
perfected Security over the assets expressed to be subject to
Security in it,
in favour of the Lender, having the priority and ranking expressed to be
created by that Security Document and ranking ahead of all (if any) Security
and rights of third parties, except those preferred by law.

6. NO FILING OR STAMP TAXES

[Under the law of its jurisdiction of incorporation it OR It] is not necessary to file,
record or enrol any Finance Document with any court or other authority [in that
jurisdiction] (other than as provided in paragraph 5 of this Schedule 5) or pay any
stamp, registration or similar Taxes in relation to any Finance Document or any
transaction contemplated by any Finance Document (other than in connection with
the registrations at Companies House and the Land Registry).

7. [CHOICE OF LAW
The choice of the law of England and Wales as the governing law of each Finance
Document will be recognised and enforced in the jurisdiction of incorporation of each
Obligor party to that Finance Document and any judgment obtained in England or
Wales in relation to a Finance Document will be recognised and enforced in that
jurisdiction.]

8. [NO WITHHOLDING TAXES

No deduction for, or on account of, Tax is required from any payment that any
Obligor may make under any Finance Document.]

9. NO DEFAULT

1.2 No Event of Default or Potential Event of Default has occurred and is continuing or
will occur when an Advance is made.

73
1.3 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, satisfaction
of any other condition or any combination thereof, would constitute) a default or
termination event (however described) under any other agreement or instrument
which is binding on any Group Company or to which any assets of a Group Company
are subject which has or is [reasonably] likely to have a Material Adverse Effect.

10. INFORMATION
The information, in written or electronic format, supplied by, or on behalf of, any
Obligor to the Lender in connection with the Facility and the Finance Documents
was, at the time it was supplied or at the date it was stated to be given (as the case
may be)[, to the best of that Obligor's knowledge and belief]:
(a) if it was factual information, complete, true and accurate in all material
respects;
(b) if it was a financial projection or forecast, prepared on the basis of recent
historical information and on the basis of reasonable assumptions and was
arrived at after careful consideration;
(c) if it was an opinion or intention, made after careful consideration and was
fair and made on reasonable grounds; and
(d) not misleading in any material respect nor rendered misleading by a failure
to disclose other information,

except to the extent that it was amended, superseded or updated by more recent
information supplied by, or on behalf of, any Obligor to the Lender.

11. FINANCIAL STATEMENTS

Each set of audited financial statements and unaudited financial statements of each
[Group Company OR Obligor] (or the Group or Target Group) delivered to the
Lender under this agreement was prepared in accordance with consistently applied
accounting principles, standards and practices generally accepted in the [United
Kingdom] and gives a true and fair view of (if audited) or fairly represents (if
unaudited) that [Group Company's OR Obligor's] financial condition and results of
operations (or consolidated financial condition and results of operations, in the case
of consolidated financial statements of the Group or Target Group) during the
relevant accounting period and (if audited) was approved by the relevant [Group
Company's OR Obligor's] directors in compliance with section 393 of the Companies
Act 2006.

12. NO MATERIAL ADVERSE CHANGE

There has been no material adverse change in the business, assets, financial condition,
trading position or prospects of the Group since the date of [this agreement OR the
Group's most recent audited consolidated financial statements].

74
13. ACCOUNTING REFERENCE DATE
The accounting reference date of each Group Company is [DATE].

14. NO LITIGATION
No litigation, arbitration, administrative proceedings or investigations are taking
place, pending or, to the knowledge of any Group Company, threatened against any
Group Company, any of such Group Company's directors or the assets of any Group
Company[, which, if adversely determined, will have or might [reasonably] be
expected to have a Material Adverse Effect].

15. NO BREACH OF LAW

No Group Company has breached any law or regulation which breach has or is
[reasonably] likely to have a Material Adverse Effect.

16. NO BREACH OF ENVIRONMENTAL LAW

1.4 Each Group Company has, at all times, complied with all applicable Environmental
Law, non-compliance with which has or is [reasonably] likely to have a Material
Adverse Effect.

1.5 Every Environmental Licence required by any Group Company in connection with
the conduct of its business and the ownership, use, exploitation or occupation of its
assets, the absence of which has or is [reasonably] likely to have a Material Adverse
Effect, has been obtained and is in full force and effect.

1.6 There has been no default in the observance of the conditions and restrictions (if any)
imposed in, or in connection with, any such Environmental Licence, which default
has or is [reasonably] likely to have a Material Adverse Effect.

1.7 To the best of the knowledge of any Group Company, no circumstances have arisen
which:
(a) would entitle any person to revoke, suspend, amend, withdraw or refuse to
amend any such Environmental Licence; or
(b) might give rise to a claim against any Group Company that will have or is
[reasonably] likely to have a Material Adverse Effect, particularly having
regard to the cost to that Group Company of meeting such a claim.

17. NO DANGEROUS SUBSTANCES

No Dangerous Substance has been used, disposed of or released out of or from any
real property owned or occupied by a Group Company which has or is [reasonably]
likely to have a Material Adverse Effect.

75
18. DORMANT SUBSIDIARIES
The total net assets of each of the Dormant Subsidiaries does not exceed £
[AMOUNT] (or its equivalent in other currencies).

19. BORROWER HAS NOT TRADED

Except as may arise under the Transaction Documents and for Acquisition Costs,
before Completion, the Borrower has not traded or incurred any liabilities or
commitments (actual or contingent, present or future).

20. GROUP STRUCTURE AND FUNDS FLOW

1.8 The structure chart of the Group delivered under paragraph 7.2 of Part 1. of Schedule
2:
(a) accurately records the structure of the Group as it will be immediately
following Completion; and
(b) includes accurate details of any minority shareholding in any Group
Company held by any person who is not a Group Company and details of all
companies, joint ventures and partnerships in which any Group Company
has an interest or participation.

1.9 The funds flow statement delivered under paragraph 4.5 of Part 1. of Schedule 2
accurately records all movements of funds, loans (including intra-group loans),
repayments of existing indebtedness and subscriptions for shares which will take
place at Completion.

21. OWNERSHIP OF ASSETS

Each Obligor is the sole legal and beneficial owner of, and has good, valid and
marketable title to, all its assets and no Security exists over its assets except for the
Permitted Security.

22. INTELLECTUAL PROPERTY

The intellectual property used in the business of each Group Company (whether or
not registered):
(a) comprises all intellectual property required by the relevant Group Company
to conduct its business and, so far as it is aware after due and careful review
and enquiry, the business does not infringe any intellectual property rights
of any third party;
(b) is beneficially owned by the relevant Group Company or licensed to it free
from any licences to third parties which are materially prejudicial to the use
of that intellectual property, and will not be adversely affected by the
transactions contemplated by the Transaction Documents;

76
 (c) has not lapsed or been cancelled and all steps have been taken to protect and
maintain that intellectual property, including paying renewal fees; and
(d) where such intellectual property is subject to any right, permission to use or
licence granted to or by that Group Company, that agreement has not been
breached in any material respect or terminated by any party.

23. [PENSIONS
No Group Company is or has at any time been an employer (for the purposes of
sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which
is not a money purchase scheme (both terms as defined in the Pensions Schemes Act
1993) and no Group Company is or has at any time been "connected" with or an
"associate" of (as those terms are used in sections 38 and 43 of the Pensions Act
2004) such an employer.]

24. [CENTRE OF MAIN INTERESTS AND ESTABLISHMENTS

For the purposes of Council Regulation (EC) 1346/2000 on insolvency proceedings
(Insolvency Regulation), the "centre of main interests" (as that term is used in
Article 3(1) of the Insolvency Regulation) of each Obligor is situated in [England and
Wales OR its jurisdiction of incorporation as at the date of this agreement or, in the
case of an Additional Guarantor, as at the date it became an Obligor] [and it has no
"establishment" (as that term is defined in Article 2(h) of the Insolvency Regulation)
in any other jurisdiction].]

25. ACQUISITION DOCUMENTS

The Acquisition Documents delivered under Part 1. of Schedule 2 contain all the
terms of the Acquisition.

26. EQUITY DOCUMENTS AND SERVICE AGREEMENTS

The Equity Documents and Service Agreements delivered under Part 1. of Schedule 2
contain all the terms of the agreements and arrangements between any Group
Company and the Investors or the Management Team.

27. OPTION AGREEMENTS

There are no option agreements over the shares in any Group Company or over any
shares charged, or to be charged, in favour of the Lender under the Debenture.

28. COPY DOCUMENTS

Each copy document delivered to the Lender under Schedule 2 is correct, complete
and in full force and effect.

77
 Schedule 6 Covenants

Part 1. Positive covenants

1. AUTHORISATIONS
The Borrower shall promptly obtain and shall ensure that each other Obligor obtains
all consents and authorisations necessary under any law or regulation (and do all that
is needed to maintain them in full force and effect) to enable it to perform its
obligations under the [Transaction Documents OR Finance Documents] to which it is
a party and to ensure the legality, validity, enforceability and admissibility in evidence
of the [Transaction Documents OR Finance Documents] to which it is a party in its
jurisdiction of incorporation.

2. COMPLIANCE WITH LAW

The Borrower shall comply and shall ensure that each other Group Company
complies in all respects with all laws to which it may be subject, if failure to do so has
or is [reasonably] likely to have a Material Adverse Effect.

3. ENVIRONMENTAL LAW AND ENVIRONMENTAL LICENCES

The Borrower shall:
(a) comply and shall ensure that each other Group Company complies with all
Environmental Law;
(b) obtain and shall ensure that each other Group Company obtains all
Environmental Licences necessary to conduct its business; and
(c) comply and shall ensure that each other Group Company complies with the
terms of all the Environmental Licences necessary to conduct its business,

if failure to do so has or is [reasonably] likely to have a Material Adverse Effect.

4. DANGEROUS SUBSTANCES
The Borrower shall, at all times, handle and shall ensure that each other Group
Company, at all times, handles all Dangerous Substances produced, used or stored or
in transit to or from any of its premises in a safe and prudent manner that complies
with the highest safety standards applicable to handling the relevant Dangerous
Substance in the ordinary course of trade by businesses carrying on the same or
similar trade or business to that of the Borrower or any other relevant Group
Company.

78
5. TAX AFFAIRS
The Borrower shall:
(d) file and shall ensure that each other Group Company files all tax returns
required to be filed in all jurisdictions in which it is situated, carries on
business or is otherwise subject to Tax within the time period allowed; and
(e) pay and shall ensure that each other Group Company pays all Taxes shown
to be due and payable on such returns or any assessments made against it
within the time period allowed (other than amounts being contested in good
faith in respect of which payment may be lawfully withheld and in respect
of which it maintains appropriate reserves).

6. INSURANCE
The Borrower shall insure (or procure that the relevant Group Companies insure) the
business and assets of each Group Company with reputable underwriters or insurance
companies against the risks customarily covered by, and in commercially prudent
amounts for, companies carrying on similar businesses (in addition to covering public
and third party liability, business interruption and other appropriate risks in respect of
the Group's businesses). In connection with these insurances, it shall:
(f) duly and punctually pay (or procure that the relevant Group Companies duly
and punctually pay) all premiums in respect of all policies of insurance;
(g) have the interest of the Lender as mortgagee noted on such policies;
(h) ensure that such policies shall not be rendered void, voidable or
unenforceable against the Lender by reason of the act or default of another
joint or named insured;
(i) procure that the insurer is obliged, under the terms of each policy, to give
not less than 28 days' written notice to the Lender of any intention to cancel
those insurances;
(j) procure that, under the terms of each policy, the Lender shall not in any
circumstances be liable for the relevant premium; and
(k) from time to time, on request by the Lender, supply the Lender with copies
of all such policies of insurance, certificates of insurance or such other
evidence of the existence of such policies as may be reasonably acceptable
to the Lender.

7. KEY MAN INSURANCE POLICIES

The Borrower shall maintain the Key Man Insurance Policies and in respect of each
policy, duly and punctually pay all premiums and, on request by the Lender, supply
the Lender with copies of the policies or such other evidence of the existence of the
policies as may be reasonably acceptable to the Lender.

79
8. MAINTENANCE OF INTELLECTUAL PROPERTY RIGHTS
The Borrower shall take and shall ensure that each other Group Company takes all
necessary action to protect, maintain and keep in full force and effect all its
commercially significant intellectual property rights (whether or not registered).

9. MAINTENANCE OF ASSETS
The Borrower shall keep and shall ensure that each other Group Company keeps all
its assets necessary to the conduct of its business (including all equipment and
systems) in a good state of operation and repair and in line with continuing
developments in technology.

10. PENSION CONTRIBUTIONS

The Borrower shall ensure that the levels of contribution to each pension scheme for
the time being operated by it or any other Group Company are, and continue to be,
sufficient to cover the liabilities of such scheme in full.

11. RIGHTS OF INSPECTION

The Borrower shall permit and shall ensure that each other Group Company permits
the Lender and any person (being an accountant, auditor, solicitor, valuer or other
professional adviser of the Lender) authorised by the Lender, on the Lender giving
reasonable notice, to have, at all reasonable times during normal business hours,
access to its property, premises and accounting books and records, and to its officers.

12. FURTHER ASSURANCE

The Borrower shall and shall ensure that each other Group Company shall, at the
request of the Lender, do or procure all things and execute or procure the execution of
all documents as are, in the reasonable opinion of the Lender, necessary [or desirable]
to ensure that the Lender obtains all its rights and benefits under the Finance
Documents.

13. BANK ACCOUNTS

The Borrower shall maintain and shall ensure that each other Group Company
maintains all current and deposit bank accounts with the Lender and ensure that
neither it nor any other Group Company opens or uses any other bank account with a
bank in the United Kingdom. Any account with a bank situated outside the United
Kingdom shall only be used if the total balance on that account (converted, in each
case, into Sterling) does not exceed £[AMOUNT] at any time.

14. ENFORCEMENT OF RIGHTS

80
 The Borrower shall take and shall ensure that each other Group Company takes all
reasonable and practicable steps to enforce the obligations of the other parties to, and
preserve its rights under, the Acquisition Documents, the Equity Documents, the
Service Agreements and (subject to the terms of the Intercreditor Deed) the Investor
Finance Documents (including taking all steps to recover sums owing under them).

15. RANKING OF OBLIGATIONS

The Borrower shall procure and shall ensure that each other Group Company
procures that any of its unsecured and unsubordinated obligations and liabilities under
the Finance Documents rank, and will rank, at least pari passu in right and priority of
payment with all its other unsecured and unsubordinated obligations and liabilities,
present or future, actual or contingent, except for those obligations and liabilities
mandatorily preferred by law of general application to companies.

16. HEDGING OF FACILITY

The Borrower shall:
(l) within 30 days of Completion, enter into a Hedging Agreement with the
Lender which has the commercial effect of ensuring that for [NUMBER]
years from Completion [a minimum of] [PERCENTAGE]% of the total
principal amount from time to time outstanding under this agreement bears
interest at a fixed or capped rate; and
(m) once such Hedging Agreement has been entered into, maintain it in force
and perform its obligations under it.

17. DORMANT SUBSIDIARIES

The Borrower shall ensure that no Dormant Subsidiary commences to trade or carry
on business or acquires assets or liabilities unless that Dormant Subsidiary becomes
an Additional Guarantor.

Part 2. Restrictive covenants

1. NEGATIVE PLEDGE
The Borrower shall not and shall ensure that no other Group Company shall at any
time, except with the prior written consent of the Lender:
(a) create, or permit to subsist, any Security (other than Permitted Security)
over or in relation to any of its assets;
(b) sell, assign, lease, transfer, part with possession of or dispose of in any
manner (or purport to do so) all or any part of, or any interest in, any of its
receivables or assets except a Permitted Disposal; or

81
 (c) create or grant (or purport to create or grant) any interest in any of its assets
in favour of a third party.

2. BORROWINGS
The Borrower shall not and shall ensure that no other Group Company shall incur, or
permit to subsist, any obligation for Borrowed Money, other than Permitted
Borrowings.

3. GUARANTEES
The Borrower shall not and shall ensure that no other Group Company shall grant,
agree to grant or permit to subsist any guarantee or indemnity in respect of the
obligations of any other person other than those given under the Finance Documents
or the Investor Finance Documents or in respect of the performance of another Group
Company of its obligations under any contract entered into in the ordinary course of
trade.

4. SALE AND LEASEBACKS

The Borrower shall not and shall ensure that no other Group Company shall sell,
transfer or otherwise dispose of any of its assets on terms whereby such asset is or
may be leased to, re-acquired or acquired by it or another Group Company.

5. FINANCE LEASES
The Borrower shall not enter and shall ensure that no other Group Company enters
into any Finance Lease other than those permitted under paragraph (d) of the
definition of Permitted Borrowings.

6. LOANS AND CREDIT

The Borrower shall not make any loans or grant any credit and shall ensure that no
other Group Company makes any loans or grants any credit to, or for the benefit of,
any person, other than a Permitted Loan.

7. CHANGE OF BUSINESS
The Borrower shall not make and shall ensure that no other Group Company makes
any substantial change to the general nature or scope of its business as carried on at
the date of this agreement.

8. MERGER
The Borrower shall not enter and shall ensure that no other Group Company enters
into any amalgamation, merger, demerger or corporate reconstruction.

82
9. ACQUISITIONS
The Borrower shall not acquire or make and shall ensure that no other Group
Company acquires or makes any investment in any company (other than the purchase
of the Target Shares), joint venture, consortium, partnership or business (or interests
therein).

10. FORMATION OF SUBSIDIARIES

The Borrower shall not incorporate and shall ensure that no other Group Company
incorporates any company as its subsidiary.

11. ARM'S LENGTH TRANSACTIONS

The Borrower shall not enter and shall ensure that no other Group Company enters
into any material transaction with any person otherwise than on arm's length terms,
other than loans from, or disposals by, one Obligor to another which are permitted
under the Finance Documents.

12. ACCOUNTING REFERENCE DATE

The Borrower shall not change and shall ensure that no other Group Company
changes its accounting reference date.

13. [CHOICE OF AUDITORS

The Borrower shall not change and shall ensure that no other Group Company
changes its Auditors, except to [CONFORM WITH DEFINITION OF AUDITORS]
that has satisfied the Lender that it would provide the information and documentation
required of the Auditors under this agreement.]

14. TAX RESIDENCE

The Borrower shall not change and shall ensure that no other Group Company
changes its place of residence for tax purposes.

15. TRANSACTION DOCUMENTS

The Borrower shall not and shall ensure that no other Group Company shall
terminate, amend, vary, waive, release or agree to any termination, amendment,
waiver or release of any provision of any Acquisition Document, Equity Document,
Service Agreement or Investor Finance Document or exercise any discretion under, or
give any consent under, any Acquisition Document, Equity Document, Service
Agreement or Investor Finance Document in any way which could have, in the
opinion of the Lender, a material adverse effect on the interests of the Lender under
the Finance Documents.

83
16. [MEMORANDUM AND] ARTICLES OF ASSOCIATION
The Borrower shall not and shall ensure that no other Group Company shall amend or
replace, agree to amend or replace or convene any meeting to amend or replace any
provision of its [memorandum or] articles of association (or equivalent) in any way
which could have, in the opinion of the Lender, a material adverse effect on the
interests of the Lender under the Finance Documents.

17. PUBLICITY
The Borrower shall not issue and shall ensure that no other Group Company issues
any press release or other publicity which makes reference to the Facility or to the
Lender, without the prior written approval of that press release or other publicity by
the Lender.

18. SHARE ALLOTMENTS

The Borrower shall not allot or issue and shall ensure that no other Group Company
allots or issues any shares or securities other than as specified in clause [NUMBER]
of the Subscription Agreement.

19. REDEMPTION OF SHARES AND LOAN NOTES

The Borrower shall not and shall ensure that no other Group Company shall redeem,
reduce or purchase any of its share capital or any of the Loan Notes.

20. DIVIDENDS AND INTEREST ON LOAN NOTES

The Borrower shall not and shall ensure that no other Group Company shall declare
or pay any dividend or make any other distribution (whether in cash or in specie) in
respect of its share capital or pay any interest, fee or charge on the Loan Notes
(except for a Permitted Distribution or a Permitted Payment).

21. INVESTOR FEES

The Borrower shall not pay and shall ensure that no other Group Company pays any
management, advisory or other fee to or to the order of any of the Borrower's
shareholders (except for a Permitted Payment).

22. DERIVATIVE TRANSACTIONS

The Borrower shall not enter and shall ensure that no other Group Company enters
into any interest rate swap, cap, ceiling, collar or floor or any currency swap, futures,
foreign exchange or commodity contract or option, other than in accordance with
paragraph 16 of Part 1. of this Schedule 6.

23. MANAGEMENT REMUNERATION

84
 The Borrower shall not allow the total amount of emoluments (including benefits and
bonuses) paid to the Management Team to exceed £[AMOUNT] (or its equivalent in
other currencies) in any 12-month period.

Part 3. Information covenants

1. SHAREHOLDER, INVESTOR AND CREDITOR INFORMATION

The Borrower shall supply to the Lender, at the same time as it is sent to the other
recipients:
(a) every report, circular, notice or like document sent by the Borrower to its
shareholders (or any class of them);
(b) all information supplied by the Borrower to the Investors under the terms of
the Subscription Agreement; and
(c) every report, circular, notice or like document sent by the Borrower or any
other Group Company to its creditors generally (or any class of them).

2. OTHER INFORMATION TO BE GIVEN

1.2 The Borrower shall, promptly on it or another Group Company becoming aware of it,
give the Lender written notice of:
(a) any Event of Default or Potential Event of Default (and the steps, if any,
being taken to remedy it);
(b) any litigation, arbitration or administrative proceedings commenced,
pending or threatened against a Group Company involving a potential
liability in excess of £[AMOUNT] (or its equivalent in other currencies);
(c) any claim, notice or other communication being served on a Group
Company in respect of any breach or alleged breach of, or corrective or
remedial obligation or liability under, any Environmental Law or in respect
of any suspension, revocation or amendment of any Environmental Licence
held by a Group Company or any facts or circumstances which are
reasonably likely to result in any claim, proceedings, formal notice or
investigation in respect of Environmental Law being commenced or
threatened against any Group Company;
(d) any material change to the Group's insurance cover from time to time and
any claim under any of its insurance policies which is for, or is reasonably
likely to result in, a claim exceeding £[AMOUNT] (or its equivalent in
other currencies);
(e) any claim made by a Group Company under an Acquisition Document,
including reasonable details of that claim and its progress; and
(f) any occurrence which has or is [reasonably] likely to have a Material
Adverse Effect.

85
1.3 The Borrower shall, promptly on request by the Lender, give to the Lender such other
information regarding the financial condition, assets and operations of the Group as a
whole or any Group Company as the Lender may reasonably request.

3. CERTIFICATE OF NO DEFAULT
The Borrower shall, promptly on request by the Lender, supply a certificate signed by
two of its directors or senior officers on its behalf certifying that no Event of Default
is continuing (or, if an Event of Default is continuing, specifying the Event of Default
and the steps, if any, being taken to remedy it).

4. KNOW YOUR CUSTOMER

If the Lender is obliged for any reason (including due to the accession of an
Additional Guarantor to this agreement) to comply with "know your customer" or
similar identification procedures in circumstances where the necessary information is
not already available to it, the Borrower shall, promptly on the request of the Lender,
supply (or procure the supply of) such documentation and other evidence as is
reasonably requested in order for the Lender to carry out, and be satisfied that it has
complied with, all necessary "know your customer" or other similar checks under all
applicable laws and regulations in relation to the transactions contemplated in the
Finance Documents.

Part 4. Financial Covenants and information

1. FINANCIAL STATEMENTS AND INFORMATION

1.1 The Borrower shall supply to the Lender copies of:

(a) as soon as they become available, but in any event within [120] days after
the end of each of its financial years, the audited consolidated financial
statements of the Group and the audited financial statements of each [Group
Company OR Obligor] for that financial year, together with a Compliance
Certificate (with supporting calculations) signed by the finance director and
one other director of the Borrower evidencing compliance with the
Financial Covenants and confirming the amount of Excess Cashflow;
(b) as soon as they become available, but in any event within 30 days after the
end of each successive Trading Period to which they relate, unaudited
consolidated financial statements of the Group, together with an update of
the projections contained within the most recent Operating Budget delivered
under paragraph 1.1(c) of this Part 4. of Schedule 6 and, in respect of the
financial statements for each Trading Period ending on a Quarter Date, a
Compliance Certificate (with supporting calculations) signed by the finance
director or, if he is unavailable, another director of the Borrower:
(i) evidencing compliance with the Financial Covenants; and

86
 (ii) confirming that, since the date the Financial Covenants were last
tested, there has been no adverse development which might
reasonably be expected to inhibit the ability of the Borrower to
make the next scheduled payment of principal or interest under this
agreement;
(c) not later than [30] days prior to the beginning of each financial year of the
Borrower, an Operating Budget in respect of the financial year about to
commence in form and content satisfactory to the Lender; and
(d) not later than [120] days after the end of each financial year of the
Borrower, a certificate (with supporting calculations) from the [Auditors
OR Monitoring Accountants OR Auditors, or if so required by the Lender,
the Monitoring Accountants] addressed to, and in a form acceptable to, the
Lender confirming the Borrower's compliance (or otherwise) with the
Financial Covenants and the amount of Excess Cashflow.

1.2 The Borrower shall ensure that each set of financial statements delivered to the
Lender under this Part 4. of Schedule 6 shall:
(a) be certified by a director of the relevant [Group Company OR Obligor] as
giving a true and fair view of (if audited) or fairly representing (if
unaudited) its assets, liabilities, financial position and profit or loss (or
consolidated assets, liabilities, financial position and profit or loss of the
Group, as the case may be) as at the date at which those financial statements
were drawn up;
(b) be prepared in accordance with consistently applied accounting principles,
standards and practices generally accepted in the [United Kingdom] and,
subject to paragraph 6 of this Part 4. of Schedule 6, using accounting
principles, standards and practices and financial reference periods consistent
with those applied in the preparation of the financial statements delivered to
the Lender under Part 1. of Schedule 2;
(c) (if audited) have been approved by the relevant [Group Company's OR
Obligor's] directors in compliance with section 393 of the Companies Act
2006.

2. FINANCIAL COVENANTS

1.3 The Borrower undertakes that, until the final Repayment Date, the Group shall
comply with the following financial covenants:
(a) the ratio of Consolidated PBIT to Consolidated Total Interest during each
period set out in column A below shall not be less than the ratio set out in
column B opposite for that period:

87
 Column A Column B
(Period) (Ratio)

[PERIOD] [RATIO]

(b) the ratio of Consolidated Cashflow to Consolidated Debt Service during

each period set out in column A below shall not be less than the ratio set out
in column B opposite for that period:

Column A Column B
(Period) (Ratio)

[PERIOD] [RATIO]

(c) [the ratio of Consolidated PBIT to Consolidated Debt on the last day of each
period set out in column A below shall not be less than the ratio set out in
column B opposite for that period:

Column A Column B
(Period) (Ratio)

[PERIOD] [RATIO]
]

1.4 The Borrower shall ensure that the aggregate Capital Expenditure of the Borrower
and each other Group Company does not exceed the budgeted Capital Expenditure
shown in the Operating Budget for any financial year of the Group.

3. APPLICABLE PERIODS
The Financial Covenants set out in paragraph 1.3 of this Part 4. of Schedule 6 shall be
tested on a quarterly basis.

4. APPLICABLE FINANCIAL STATEMENTS

1.5 All Financial Covenants shall be tested by reference to the latest audited consolidated
financial statements of the Group or, if more recent, by reference to the latest
unaudited consolidated financial statements of the Group for a Trading Period ending
on a Quarter Date. If any Financial Covenant is tested by reference to year-end

88
 unaudited consolidated financial statements of the Group, it shall be tested again by
reference to the audited consolidated financial statements of the Group for the
relevant period when those audited consolidated financial statements become
available.

1.6 [For the purpose of the Financial Covenant in paragraph 1.3(c) of this Part 4. of
Schedule 6, for each of the periods ending on a date which is less than 12 months
after Completion, Consolidated PBIT shall be calculated by reference to the amount
of Consolidated PBIT as disclosed in the relevant financial statements and/or
Compliance Certificate, annualised [on a straight line basis OR in accordance with
the seasonality profile for the business of the Group agreed between the Lender and
the Borrower on or prior to the date of this agreement].]

5. LENDER'S RIGHT TO INVESTIGATE

The Borrower agrees that:
(a) following such period of discussion (if any) with the finance director of the
Borrower as the Lender (in its sole discretion) deems appropriate it will, at
its expense, if so required by the Lender which believes in good faith that
either:
(i) any financial statements (including unaudited financial statements)
or calculations provided by any Group Company are inaccurate or
incomplete in any material respect; or
(ii) the financial performance of the Group may give rise (or has given
rise) to a breach of one or more of the Financial Covenants,
instruct the Auditors to discuss the financial position of the Group with the
Lender and to disclose to the Lender (and provide the Lender with copies
of) such information as the Lender may reasonably request regarding the
financial condition and operations of the Group; and

(b) if:
(i) having taken the steps in paragraph 1.6(a) of this Part 4. of Schedule
6, the Lender, acting in good faith, continues to have concerns about
the financial performance of the Group, the accuracy of information
provided by any Group Company or compliance with the Financial
Covenants or any other legitimate concern relating to the affairs of
the Group; or
(ii) an Event of Default or Potential Event of Default has occurred,
the Lender may instruct the Auditors [or Monitoring Accountants] to carry
out an investigation, at the Borrower's expense, into the affairs of the Group,
the financial performance of the Group and/or the accounting and other
reporting procedures and standards of the Group and may make such other
investigations and obtain such other legal, accountancy and/or valuation

89
 reports as it deems appropriate at the cost of the Borrower. The Borrower
shall ensure that each Group Company provides all assistance required in
connection with such investigations and reports.

6. CHANGE IN ACCOUNTING PRINCIPLES

1.7 In relation to any set of financial statements:

(a) the Borrower shall notify the Lender if there has been a change in
accounting principles, standards or practices or financial reference periods
and ensure the Auditors deliver to the Lender sufficient information, in form
and substance as may be reasonably required by the Lender, to enable the
Lender to determine whether the Financial Covenants have been complied
with, to determine Excess Cashflow, to determine the Margin and make an
accurate comparison between the financial position indicated in those
financial statements and the financial statements delivered to the Lender
under Part 1. of Schedule 2; and
(b) any reference in this agreement to those financial statements shall be
construed as a reference to those financial statements as adjusted to reflect
the basis on which the financial statements delivered to the Lender under
Part 1. of Schedule 2 were prepared.

1.8 If the accounting principles, standards or practices applied in preparing the Group's
financial statements change, whether as a result of a change in GAAP or otherwise, in
a way that affects the Financial Covenants, the Lender may require the Borrower to
recalculate such covenants (following such period of discussion, if any, with the
finance director of the Borrower as the Lender, in its sole discretion, considers
appropriate in the circumstances) as if such changes had not taken place. Such
recalculated numbers shall be used to establish whether there is a default or breach of
such Financial Covenants for the purpose of this agreement.

7. COMPUTATION DISPUTES
If there is any dispute as to any computation under this Part 4. of Schedule 6 or as to
the interpretation of any of the definitions applicable to the Financial Covenants, the
decision of the Lender shall, in the absence of manifest error, be conclusive and
binding on the Obligors.

90
 Schedule 7 Form of Compliance Certificate

To: [NAME OF LENDER]

[ADDRESS]

Attention: [NAME] Department

Date: [DATE]

Dear Sirs

[NAME OF BORROWER] - £[AMOUNT] Facility Agreement dated [DATE] between

[PARTIES] (Facility Agreement)

We refer to the Facility Agreement. This Compliance Certificate is given under [paragraph
1.1(a) OR paragraph 1.1(b)] of Part 4. of Schedule 6 of the Facility Agreement. Words and
expressions defined in the Facility Agreement have the same meaning in this Compliance
Certificate.

We enclose [DESCRIPTION OF FINANCIAL STATEMENTS BEING DELIVERED

UNDER PARAGRAPH 1.1 OF PART 4 OF SCHEDULE 6]. [We also enclose an update of
the projections contained within the most recent Operating Budget delivered under paragraph
1.1(c) of Part 4. of Schedule 6.*]

We confirm that, as demonstrated by the enclosed computations, the Borrower is in

compliance with the financial covenants set out in paragraph 2 of Part 4. of Schedule 6 of the
Facility Agreement.

[The Excess Cashflow is £[AMOUNT].**]

[Since the date the Financial Covenants were last tested, there has been no adverse
development which might reasonably be expected to inhibit the Borrower's ability to make
the next scheduled payment of principal or interest under the Facility Agreement.*]

We confirm that [no Event of Default is continuing OR the Borrower is in default under
clause [NUMBER] and has [EXPLAIN STEPS TAKEN TO REMEDY DEFAULT]].

[Signed:..........................................

Finance director for and on behalf of

[NAME OF BORROWER]***]

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[Signed:..........................................

Director for and on behalf of

[NAME OF BORROWER]***]

* Only include in Compliance Certificates accompanying the Group's unaudited consolidated

financial statements.

** Only include in Compliance Certificates accompanying the Group's audited consolidated

financial statements.

*** A Compliance Certificate accompanying the Group's audited consolidated financial

statements should be signed by the finance director and one other director of the Borrower
and a Compliance Certificate accompanying the Group's unaudited consolidated financial
statements should be signed by the finance director or, if he is unavailable, another director of
the Borrower.

92
 Schedule 8 Form of Accession Deed

To: [NAME OF LENDER]

[ADDRESS]

Attention: [NAME] Department

Date: [DATE]

Dear Sirs

[NAME OF BORROWER] - £[AMOUNT] Facility Agreement dated [DATE] between

[PARTIES] (Facility Agreement)

We refer to the Facility Agreement. This is an Accession Deed. Words and expressions
defined in the Facility Agreement have the same meaning in this Accession Deed.

[FULL COMPANY NAME OF SUBSIDIARY] incorporated and registered in England and

Wales with company number [NUMBER] whose registered office is [REGISTERED OFFICE
ADDRESS] agrees to become an Additional Guarantor and to be bound by the terms of the
Facility Agreement as a Guarantor.

[FULL COMPANY NAME OF SUBSIDIARY]'s administrative details for the purposes of

clause 36.1 of the Facility Agreement are:

[ADDRESS]

Fax: [NUMBER]

Attention: [NAME].

This Accession Deed and any dispute or claim arising out of, or in connection with, it or its
subject matter or formation (including non-contractual disputes or claims) shall be governed
by, and construed in accordance with, the law of England and Wales.

This Accession Deed has been executed as a deed and is delivered and takes effect on the date
stated at the beginning of it.

[INSERT APPROPRIATE EXECUTION BLOCKS FOR BORROWER AND ADDITIONAL

GUARANTOR]

93
 Schedule 9 Form of Resignation Letter

To: [NAME OF LENDER]

[ADDRESS]

Attention: [NAME] Department

Date: [DATE]

Dear Sirs

[NAME OF BORROWER] - £[AMOUNT] Facility Agreement dated [DATE] between

[PARTIES] (Facility Agreement)

We refer to the Facility Agreement. This is a Resignation Letter. Words and expressions
defined in the Facility Agreement have the same meaning in this Resignation Letter.

Pursuant to clause 28.1(a), we request that [FULL COMPANY NAME] incorporated and
registered in England and Wales with company number [NUMBER] whose registered office
is [REGISTERED OFFICE ADDRESS] be released from its obligations as Guarantor under
the Facility Agreement [and [INSERT DETAILS OF OTHER RELEVANT FINANCE
DOCUMENTS].

The Borrower confirms that no Event of Default or Potential Event of Default is continuing or
would result from your acceptance of this Resignation Letter.

This Resignation Letter and any dispute or claim arising out of, or in connection with, it or its
subject matter or formation (including non-contractual disputes or claims) shall be governed
by, and construed in accordance with, the law of England and Wales.

..........................................

For and on behalf of

[NAME OF BORROWER]

..........................................

For and on behalf of

[NAME OF RESIGNING GUARANTOR]

94
Signed by [NAME OF DIRECTOR]
for and on behalf of [NAME OF
BORROWER]
Signed by [NAME OF DIRECTOR]
for and on behalf of [NAME OF
ORIGINAL GUARANTORS]
Signed by [NAME OF DIRECTOR]
for and on behalf of [NAME OF
LENDER]
95
.......................................
Director
.......................................
Director
.......................................
Director