Common use of Utilisation of the Revolving Facility Clause in Contracts

Utilisation of the Revolving Facility. 7.1 Drawdown Conditions for Revolving Advances A Revolving Advance will be made by the Banks to a Borrower if: (a) not more than one Business Day, in the case of any Revolving Advance denominated in sterling, or three Business Days, in the case of any Revolving Advance denominated in an Optional Currency, before the proposed date for the making of such Revolving Advance, the Agent has received a completed Notice of Drawdown from such Borrower; (b) the proposed date for the making of such Revolving Advance is a Business Day within the Revolving Availability Period; (c) the proposed Original Sterling Amount of such Revolving Advance is (i) (if less than the Available Revolving Facility) a minimum amount of (pound)25,000,000 and an integral multiple of (pound)5,000,000 or (ii) equal to the amount of the Available Revolving Facility; (d) the proposed Term of the Revolving Advance requested is a period of one, two, three or six months or such other period as the Banks may agree in each case ending on or before the Revolving Termination Date; (e) there would not, immediately after the making of such Revolving Advance, be more than ten Revolving Advances outstanding; (f) on and as of the proposed date for the making of such Revolving Advance, (i) no Event of Default or (save in relation to a Rollover Advance) Default is continuing or would result from the proposed Revolving Advance and (ii) the Repeated Representations are true in all material respects, then, save as otherwise provided herein, such Revolving Advance will be made in accordance with the provisions hereof.

Utilisation of the Revolving Facility. 7.1 Drawdown 6.1 Utilisation Conditions for the Revolving Advances A Facility Save as otherwise provided herein, a Revolving Advance will be made by the Banks Lenders to a the Borrower if: (a) 6.1.1 not more than one Business Day, in the case of any Revolving Advance denominated in sterling, or ten nor less than three Business Days, in the case of any Revolving Advance denominated in an Optional Currency, Days before the proposed date for the making of such Revolving AdvanceUtilisation Date, the Agent has received a completed Notice of Drawdown from such Borrowerthe Borrower stating whether the utilisation is to be made by way of Revolving Advance; (b) 6.1.2 the proposed date for the making of such Revolving Advance Utilisation Date is a Business Day within falling one month or more before the Revolving Availability PeriodTermination Date and the proposed Term of the Revolving Advance would not expire after the Revolving Termination Date; (c) 6.1.3 the proposed Original Sterling Amount amount of such the Revolving Advance is (ia) (if less than the Available Revolving Facility) a minimum an amount of (pound)25,000,000 not less than USD 1,000,000 and an integral multiple of (pound)5,000,000 USD 250,000 or (iib) equal to the amount of the Available Revolving Facility; 6.1.4 (d) in respect of a Revolving Advance), the proposed Term of the Revolving Advance requested is a period of one, twothree, three six or six twelve months or such other period as the Banks may agree in each case ending on or before the Revolving Termination Date; (e) 6.1.5 there would not, immediately after the making of such Revolving Advance, be more than ten five Revolving Advances outstanding;; and (f) 6.1.6 on the date of the Notice of Drawdown and on and as of the proposed date for Utilisation Date, (a) no Event of Default or Potential Event of Default is continuing or shall occur as a result of the making of such Revolving Advance and (b) the Repeated Representations are true (before and after the making of such Revolving Advance, (i) no Event of Default or (save ). 6.2 Each Lender's Participation in relation to a Rollover Advance) Default is continuing or would result from the proposed Revolving Advances Each Lender will participate through its Facility Office in each Revolving Advance and (ii) made pursuant to this Clause 6 in the Repeated Representations are true in all material respects, then, save as otherwise provided herein, such proportion borne by its Available Revolving Advance will be made in accordance with Commitment to the provisions hereofAvailable Revolving Facility immediately prior to the making of that Revolving Advance.

Utilisation of the Revolving Facility. 7.1 Drawdown 6.1 Utilisation Conditions for the Revolving Advances A Revolving Advance will be made by the Banks to a Borrower if:Facility (a) 6.1.1 not more than one Business Day, in the case of any Revolving Advance denominated in sterling, or ten nor less than three Business Days, in the case of any Revolving Advance denominated in an Optional Currency, Days before the proposed date for the making of such Revolving AdvanceUtilisation Date, the Agent has received a completed Notice of Drawdown from such BorrowerBorrower stating whether the utilisation is to be made by way of Revolving Advance; (b) 6.1.2 the proposed date for the making of such Revolving Advance Utilisation Date is a Business Day within falling one month or more before the Revolving Availability PeriodTermination Date and the proposed Term of the Revolving Advance would not expire after the Revolving Termination Date; (c) 6.1.3 in respect of a Revolving 1 Advance, the proposed Original Sterling Amount amount of such Revolving 1 Advance is (ia) (if less than the Available Revolving 1 Facility) a minimum an amount not less than Table of (pound)25,000,000 Contents USD 1,000,000 and an integral multiple of (pound)5,000,000 USD 250,000 or (iib) equal to the amount of the Available Revolving 1 Facility; 6.1.4 in respect of a Revolving 2 Advance, the amount of such Revolving 2 Advance is (da) (if less than the Available Revolving 2 Facility) an amount not less than USD 1,000,000 and an integral multiple of USD 250,000 or (b) equal to the amount of the Available Revolving 2 Facility; 6.1.5 (in respect of a Revolving Advance), the proposed Term of the Revolving Advance requested is a period of one, twothree, three six or six twelve months (provided that prior to the Syndication Date only periods of one month or such other period less will be selected as the Banks Agent and the Borrower may agree agree, except for the first Revolving Advance which shall begin on the day such Revolving Advance is made and will expire on the last Business Day of the current month) in each case ending on or before the Revolving Termination Date; (e) 6.1.6 there would not, immediately after the making of such Revolving Advance, be more than ten five Revolving 1 Advances outstanding and five Revolving 2 Advances outstanding;; and (f) 6.1.7 on the date of the Notice of Drawdown and on and as of the proposed date for Utilisation Date, (a) no Event of Default or Potential Event of Default is continuing or shall occur as a result of the making of such Revolving Advance and (b) the Repeated Representations are true (before and after the making of such Revolving Advance, (i) no Event of Default or (save in relation to a Rollover Advance) Default is continuing or would result from the proposed Revolving Advance and (ii) the Repeated Representations are true in all material respects, then, save as otherwise provided herein, such Revolving Advance will be made in accordance with the provisions hereof).

Utilisation of the Revolving Facility. 7.1 Drawdown Conditions for Revolving Advances 6.1 UTILISATION CONDITIONS FOR THE REVOLVING FACILITY A Revolving Advance will be made by the Revolving Banks to a Revolving Borrower or a Bank Guarantee will be issued by the Fronting Bank at a Revolving Borrower's request if: (a) 6.1.1 not more than one ten nor less than four Business Day, in the case of any Revolving Advance denominated in sterling, or three Business Days, in the case of any Revolving Advance denominated in an Optional Currency, Days before the proposed date for the making of such Revolving AdvanceUtilisation Date, the Facility Agent has received no later than noon a completed Notice of Drawdown from such BorrowerRevolving Borrower stating whether the utilisation is to be made by way of Revolving Advance or Bank Guarantee; (b) 6.1.2 the proposed Utilisation Date is a Business Day falling one month or more before the Revolving Termination Date; 6.1.3 in the case of a Revolving Advance, the proposed date for such utilisation is not less than fifteen Business Days after the making of such date upon which the previous Revolving Advance is a Business Day within the Revolving Availability Period(if any) was previously utilised; (c) 6.1.4 in respect of a Revolving Advance, the proposed Original Sterling Euro Amount of such Revolving Advance is (ia) (if less than the Available Revolving Facility) a minimum an amount of (pound)25,000,000 not less than EUR 2,000,000 and an integral multiple of (pound)5,000,000 EUR 1,000,000 or (iib) equal to the amount of the Available Revolving Facility; 6.1.5 in respect of a Bank Guarantee, the proposed Euro Amount of such Bank Guarantee is (da) (if less than the Available Revolving Facility) an amount not less than EUR 10,000,000 and an integral multiple of EUR 1,000,000 or (b) equal to the amount of the Available Revolving Facility; 6.1.6 in respect of a Revolving Advance, the proposed Term of the Revolving Advance requested is a period of one, two, three or six months or such other period as the Facility Agent and the Revolving Banks may agree PROVIDED THAT prior to the Syndication Date the proposed Term shall be one month or, if less, such duration necessary to end on the Syndication Date or such other period as the Arranger, the Facility Agent and the Parent may agree and in each case ending on or before the Revolving Termination Date; (e) there would not6.1.7 in respect of a Bank Guarantee, immediately after the making proposed Term of such Bank Guarantee is a period ending on or before the Revolving Advance, be more than ten Revolving Advances outstandingTermination Date; (f) 6.1.8 on and as of the proposed date for the making of such Revolving AdvanceUtilisation Date, (ia) no Event of Default or (save in relation to a Rollover AdvanceAdvance or Bank Guarantee to be renewed pursuant to Clause 6.4 (RENEWAL OF A BANK GUARANTEE)) Potential Event of Default is continuing or would occur as a result from of the proposed making of such Revolving Advance or issue of such Bank Guarantee and (iib) the Repeated Representations are true in all material respects, then, save as otherwise provided herein, (before and after the making of such Revolving Advance will be made or issue of such Bank Guarantee) (PROVIDED THAT in accordance with relation to a Rollover Advance the provisions hereofoccurrence of a Potential Event of Default which has not been remedied or waived shall not prevent the utilisation of the Revolving Facility) or each of the Revolving Banks agrees (notwithstanding any matter mentioned in this sub-clause 6.

Utilisation of the Revolving Facility. 7.1 6.1 Drawdown Conditions for Revolving Advances A Revolving Advance (which is not a Rollover Advance) will be made by the Banks to the Principal Borrower or, as the case may be, a Rollover Advance will be made by the Banks to a Borrower if: (a) not more than one Business Day, in 6.1.1 during the case of any Revolving Advance denominated in sterling, or three Business Days, in the case of any Revolving Advance denominated in an Optional Currency, before the proposed date for the making of such Revolving Advance, Notice Period the Agent has received a completed Notice of Drawdown from such Borrower; (b) 6.1.2 the proposed date for the making of such Revolving Advance is a Business Day within falling one month or more before the Revolving Availability PeriodTermination Date; (c) 6.1.3 the proposed Original Sterling Amount date for the making of such Revolving Advance is not less than five Business Days after the date upon which the previous Revolving Advance (iif any) was made; 6.1.4 the proposed amount of such Revolving Advance is, subject to the provisions of sub-clause 6.1.6 below (a) if less than the Available Revolving Facility) a minimum Facility an amount of (pound)25,000,000 and an integral multiple of (pound)5,000,000 equal to or greater than CHF25,000,000 or (iib) equal to the amount of the Available Revolving Facility; 6.1.5 there would not, immediately after the making of such Revolving Advance, be more than six Revolving Advances outstanding; 6.1.6 save as otherwise provided in Clause 6.2 (dAvailability of Revolving Facility in Excess of the Facilities Cap), the Loan would not, immediately after the making of such Revolving Advance, be greater than CHF 3,755,000,000; 6.1.7 (save in relation to a Rollover Advance) the proposed Revolving Advance is to be credited to: (a) in the case of a Revolving Advance which is to be applied towards any purpose permitted by sub-clause 2.2.2 of Clause 2.2 (Purpose and Application) (except a purpose specifically referred to in sub-paragraph (b) below), a Receivables Account in the name of the Principal Borrower provided always that the maximum aggregate principal amount of such Revolving Advances which may be made for such purposes shall not exceed CHF 93,493,381; or (b) in the case of a Revolving Advance which is to be applied in payment to the Banks of interest due hereunder and/or in payment to one or more Hedge Counterparties of Hedging Liabilities the Interest Account provided always that the maximum aggregate principal amount of such Revolving Advances which may be made for such purposes shall not exceed CHF 86,506,619; 6.1.8 the proposed Term of the Revolving Advance requested is a period of one, two, three or six months or such other period as the Banks Agent (acting on the instructions of all of the Banks) may agree in each case ending on or before the Revolving Termination Date; 6.1.9 (esave in relation to a Rollover Advance) there would not, immediately after neither of the making events mentioned in sub-clauses 8.1.1 and 8.1.2 of such Revolving Advance, be more than ten Revolving Advances outstanding;Clause 8.1 (Market Disruption) shall have occurred; and (f) 6.1.10 on and as of the proposed date for the making of such Revolving Advance, : (ia) no Event of Default or (save in relation to a Rollover Advance) no Event of Default or Potential Event of Default is continuing or would result from the proposed Revolving Advance and continuing; and (iib) the Repeated Representations are true in all material respects. 6.2 Availability of Revolving Facility in Excess of the Facilities Cap 6.2.1 Notwithstanding sub-clause 6.1.6 of Clause 6.1 (Drawdown Conditions for Revolving Advances), thenthe Principal Borrower shall be entitled to request the making of further Revolving Advances which would cause the Loan to exceed the Facilities Cap provided always that the maximum amount of the Revolving Loan shall not, save as otherwise provided hereinat any time, such exceed the aggregate of the Revolving Advance will Commitments of the Banks. 6.2.2 Such request shall be made in accordance with by delivery of a written notice from the provisions hereofPrincipal Borrower to the Agent not less than fifteen Business Days prior to the proposed date for the making of such further Revolving Advances. Such written notice shall specify the aggregate principal amount of the proposed further Revolving Advances, and the proposed purpose and application of the proceeds thereof. 6.2.3 The Agent shall as soon as reasonably practicable notify the Banks of any notice received by it from the Principal Borrower pursuant to sub-clause 6.

Utilisation of the Revolving Facility. 7.1 6.1 Drawdown Conditions for Revolving Advances A Revolving Advance will be made by the Banks to a Borrower if: (a) 6.1.1 not more than one ten nor less than four Business Day, in the case of any Revolving Advance denominated in sterling, or three Business Days, in the case of any Revolving Advance denominated in an Optional Currency, Days before the proposed date for the making of such Revolving Advance, the Facility Agent has received a completed Notice of Drawdown from such Borrower; (b) 6.1.2 the proposed date for the making of such Revolving Advance is a Business Day within falling (a) after 31 May 2000; and (b) one month or more before the Revolving Availability PeriodTermination Date; (c) 6.1.3 the proposed Original Sterling Amount date for the making of such Revolving Advance is not less than five Business Days after the date upon which the previous Revolving Advance (if any) was made; 6.1.4 the proposed amount of such Revolving Advance is (ia) (if less than the Available Revolving Facility) a minimum amount of (pound)25,000,000 Euro)2,000,000 and an integral multiple of (pound)5,000,000 Euro)1,000,000 or (iib) equal to the amount of the Available Revolving Facility; (d) 6.1.5 the proposed Term of the Revolving Advance requested is a period of (a) one, two, three or six months or such other period as may be agreed to by the Facility Agent acting on the instructions of all the Banks may agree in each case ending on or before the Revolving Termination Date; or (b) in relation to a Revolving Advance to be made prior to the Conversion Date, such other period of less than one month, if necessary to ensure that there are Revolving Advances which have a Term ending on the Conversion Date in an aggregate amount of less than or equal to the Conversion Available Amount, provided that prior to the Syndication Date, only periods of one month or a period previously approved by the Lead Arrangers may be chosen; and 6.1.6 the conditions set out in Clause 6.2 (Revolving Facility Availability Tests) are satisfied; 6.1.7 (esave in relation to a Renewed Advance) there would not, immediately after the making of such Revolving Advance, be more than ten Revolving Advances outstanding; (f) Repeated Representations are true in all material respects on and as of the proposed date for the making of such Revolving AdvanceAdvance before and after giving effect to such and to the application of the proceeds therefrom, (i) no Event as though made on and as of Default or (save in relation to a Rollover Advance) Default is continuing or would result from the proposed Revolving Advance and (ii) the Repeated Representations are true in all material respects, then, save as otherwise provided herein, such Revolving Advance will be made in accordance with the provisions hereof.date;

Utilisation of the Revolving Facility. 7.1 6.1 Drawdown Conditions for Revolving Advances A Revolving Advance will be made by the Banks to a Borrower if: (a) 6.1.1 not more than one ten nor less than four Business Day, in the case of any Revolving Advance denominated in sterling, or three Business Days, in the case of any Revolving Advance denominated in an Optional Currency, Days before the proposed date for the making of such Revolving Advance, the Facility Agent has received a completed Notice of Drawdown from such Borrower; (b) 6.1.2 the proposed date for the making of such Revolving Advance is a Business Day within falling (a) after 31 May 2000; and (b) one month or more before the Revolving Availability PeriodTermination Date; (c) 6.1.3 the proposed Original Sterling Amount date for the making of such Revolving Advance is not less than five Business Days after the date upon which the previous Revolving Advance (if any) was made; 6.1.4 the proposed amount of such Revolving Advance is (ia) (if less than the Available Revolving Facility) a minimum amount of (pound)25,000,000 Euro) 2,000,000 and an integral multiple of (pound)5,000,000 Euro) 1,000,000 or (iib) equal to the amount of the Available Revolving Facility; (d) 6.1.5 the proposed Term of the Revolving Advance requested is a period of (a) one, two, three or six months or such other period as may be agreed to by the Facility Agent acting on the instructions of all the Banks may agree and the EIF in each case ending on or before the Revolving Termination Date; or (b) in relation to a Revolving Advance to be made prior to the Conversion Date, such other period of less than one month, if necessary to ensure that there are Revolving Advances which have a Term ending on the Conversion Date in an aggregate amount of less than or equal to the Conversion Available Amount, provided that prior to the Syndication Date, only periods of one month or a period previously approved by the Lead Arrangers may be chosen; and 6.1.6 the conditions set out in Clause 6.2 (Revolving Facility Availability Tests) are satisfied; 6.1.7 (esave in relation to a Renewed Advance) there would not, immediately after the making of such Revolving Advance, be more than ten Revolving Advances outstanding; (f) Repeated Representations are true in all material respects on and as of the proposed date for the making of such Revolving AdvanceAdvance before and after giving effect to such and to the application of the proceeds therefrom, (i) no Event as though made on and as of Default or (save in relation to a Rollover Advance) Default is continuing or would result from the proposed Revolving Advance and (ii) the Repeated Representations are true in all material respects, then, save as otherwise provided herein, such Revolving Advance will be made in accordance with the provisions hereof.date;