MULTICURRENCY TERM AND REVOLVING FACILITIES AGREEMENT

$9,500,000,000

ACQUISITION FACILITIES AGREEMENT

dated 8 August 2006

for

XSTRATA (SCHWEIZ) AG

arranged by
BARCLAYS CAPITAL
DEUTSCHE BANK AG, LONDON BRANCH
J.P. MORGAN PLC
THE ROYAL BANK OF SCOTLAND PLC

with

BARCLAYS CAPITAL
DEUTSCHE BANK AG, LONDON BRANCH
J.P. MORGAN PLC
THE ROYAL BANK OF SCOTLAND PLC
acting as Bookrunners

and

BARCLAYS BANK PLC
acting as Facility Agent

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CONTENTS

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        THIS AGREEMENT (the "Agreement") is dated 8 August 2006 and made between:

(1)

XSTRATA (SCHWEIZ) AG (the "Company");

(2)

XSTRATA PLC (the "Parent");

(3)

THE SUBSIDIARIES of the Company listed in Part I of Schedule 1 as original borrowers (together with the Company, the "Original Borrowers");

(4)

THE SUBSIDIARIES of the Company listed in Part I of Schedule 1 as original guarantors (together with the Company and the Parent, the "Original Guarantors");

(5)

BARCLAYS CAPITAL, DEUTSCHE BANK AG, LONDON BRANCH, J.P. MORGAN PLC AND THE ROYAL BANK OF SCOTLAND PLC acting as bookrunners (the "Bookrunners");

(6)

BARCLAYS CAPITAL, DEUTSCHE BANK AG, LONDON BRANCH, J.P. MORGAN PLC AND THE ROYAL BANK OF SCOTLAND PLC (whether acting individually or together the "Mandated Lead Arrangers");

(7)

ABN AMRO BANK N.V., BANCO SANTANDER CENTRAL HISPANO S.A, LONDON BRANCH, CALYON, COMMONWEALTH BANK OF AUSTRALIA, DRESDNER KLEINWORT, FORTIS BANK S.A./N.V, ING BANK N.V., KBC BANK DEUTSCHLAND AKTIENGESELLSCHAFT, LLOYDS TSB BANK PLC, NATIONAL AUSTRALIA BANK LIMITED ABN: 12 004 044 937, STANDARD CHARTERED BANK, SUMITOMO MITSUI BANKING CORPORATION, THE TORONTO-DOMINION BANK and WESTLB AG, LONDON BRANCH as joint lead arrangers (the "Joint Lead Arrangers");

(8)

BANCA INTESA S.P.A. LONDON BRANCH, BANCO BILBAO VIZCAYA ARGENTARIA S.A., BANCO ESPAOL DE CREDITO S.A. (BANESTO), SANPAOLO IMI S.P.A. and SOCIT GNRALE as arrangers (the "Arrangers");

(9)

THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as lenders (the "Original Lenders"); and

(10)

BARCLAYS BANK PLC as agent of the other Finance Parties (the "Facility Agent").

        IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1.     Definitions and interpretation

1.1   Definitions

        In this Agreement:

"Acceleration Date" means the date (if any) on which the Facility Agent gives a notice under Clause 23.15 (Acceleration).

"Accession Letter" means a document substantially in the form set out in Schedule 5 (Form of Accession Letter).

"Accounting Half-year" means each period of approximately 26 weeks ending on 30 June and 31 December in any financial year of the Company.

"Additional Borrower" means a company which becomes an Additional Borrower in accordance with Clause 25 (Changes to the Obligors).

"Additional Cost Rate" has the meaning given to it in Schedule 3 (Mandatory Cost Formulae).

"Additional Guarantor" means a company which becomes an Additional Guarantor in accordance with Clause 25 (Changes to the Obligors).

"Additional Obligor" means an Additional Borrower or an Additional Guarantor.

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

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"Assignment Agreement" means an agreement substantially in the form set out in Schedule 4 Part I (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

"ASIC" means the Australian Securities & Investments Commission.

"Authorisation" means:

(a)

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



(b)

in relation to anything which will be fully or partly prohibited or restricted by law if a governmental authority or entity intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

"Availability Period" means:

(a)

in relation to each Term Facility, the period from and including the date of this Agreement to and including the date which is 6 Months after the date of this Agreement provided that in any case the first Utilisation of a Facility has occurred within 4 Months from the date of this Agreement; and



(b)

in relation to Facility C, the period from and including the date of this Agreement to and including the date that is 1 Month prior to the Termination Date applicable to Facility C.

"Available Commitment" means, in relation to a Facility, a Lender's Commitment under that Facility minus:

(a)

the Base Currency Amount of its participation in any outstanding Loans under that Facility; and



(b)

in relation to any proposed Loan, the Base Currency Amount of its participation in any Loans that are due to be made under that Facility on or before the proposed Utilisation Date,

other than, in relation to any proposed Facility C Loan, that Lender's participation in any Facility C Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

"Available Facility" means, in relation to a Facility, the aggregate for the time being of each Lender's Available Commitment in respect of that Facility.

"Bank" means a financial institution which (i) qualifies as a bank pursuant to the banking laws in force in its country of incorporation, (ii) carries on a true banking activity in such jurisdiction as its main purpose, and (iii) has personnel, premises, communication devices and decision-making authority of its own, all as per explanatory notes of the Swiss Federal Tax Administration No. S-02-123(9.86) and No. S-02.128(1.2000) or legislation or explanatory notes addressing the same issues which are in force at such time.

"Base Currency", "US Dollars" or "$" means United States dollars.

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"Base Currency Amount" means in relation to a Loan, the amount specified in the Utilisation Request delivered by a Borrower for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Facility Agent's Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Facility Agent receives the Utilisation Request) adjusted to reflect any repayment (other than a repayment arising from a change of currency), prepayment, consolidation or division of the Loan.

"Bidco" means Xstrata Canada Inc.

"Borrower" means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 25 (Changes to the Obligors).

"Break Costs" means the amount (if any) by which:

(a)

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

exceeds:

(b)

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

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

(a)

(in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency; or



(b)

(in relation to any date for payment of purchase of euro) any TARGET Day.

"Canadian Borrower" means a Borrower that is incorporated in Canada.

"Canadian Dollars", "C$" and "CAD" means the lawful currency of Canada.

"Certain Funds Event of Default" means any circumstance constituting an Event of Default under any of the following Clauses:

(a)

Clause 23.1 (Non-payment);



(b)

Clause 23.4 (Misrepresentation) (in relation only to Certain Funds Repeated Representations and other than in relation to the Target or its Subsidiaries);



(c)

Clause 23.3 (Other obligations) (in relation only to a breach under Clause 22.4 (Negative Pledge), Clause 22.5 (Disposals), Clause 22.6 (Restrictions on Financial Indebtedness), Clause 22.7 (Change of Business), Clause 22.8 (Merger), Clause 22.13 (Compulsory Acquisition Procedures or Subsequent Acquisition Transaction), or Clause 22.12 (The Offer), in each case (other than Clause 22.12 (The Offer)) other than in relation to Target or any of its Subsidiaries;



(d)

Clause 23.5 (a) and (e) (Cross Default) (other than in relation to Target or any of its Subsidiaries);

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(e)

Clause 23.6 (Insolvency) (other than in relation to Target or any of its Subsidiaries);



(f)

Clause 23.7 (Insolvency proceedings) (other than in relation to Target or any of its Subsidiaries);



(g)

Clause 23.8 (Creditors' process) (other than in relation to Target or any of its Subsidiaries);



(h)

Clause 23.9 (Ownership);



(i)

Clause 23.10 (Unlawfulness);



(j)

Clause 23.11 (Repudiation); and



(k)

Clause 23.12 (Guarantees).

"Certain Funds Period" means the period commencing on the date on which the Press Release is issued and ending on the earliest of:

(a)

the date falling six Months after the date of this Agreement;



(b)

the date on which the Offer lapses or is withdrawn; and



(c)

the date on which Target has become a wholly-owned Subsidiary of the Company.

"Certain Funds Repeated Representations" means each of the representations set out in Clauses 19.1 (Status), 19.2 (Binding obligations), 19.3 (Non-conflict with other obligations), 19.4 (Power and authority), 19.13 (Assets), 19.16 (Group Structure) and 19.17 (No Financial Indebtedness or Security).

"Class 1 Circular" means each of (i) the circular dated 30 May 2006, and (ii) the supplementary circular date 20 July 2006, as sent by the Parent to its shareholders.

"Clean-up Period" means the period of 6 Months from and including the Unconditional Date.

"Commitment" means a Facility A Commitment, a Facility B Commitment, a Facility C Commitment or a Facility D Commitment.

"Compliance Certificate" means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate).

"Compulsory Acquisition" means the acquisition by Bidco of all of the Shares not acquired by Bidco pursuant to the Offer (or already owned by Bidco, the Company or any other member of the Group) by way of the Compulsory Acquisition Procedures.

"Compulsory Acquisition Procedures" means the procedures set out in section 188 of the Business Corporations Act (Ontario) which permit an offeror to acquire the securities not tendered to a take-over bid for securities of a particular class of securities of a corporation if, within 120 days after the date of the offer, the offer is accepted by the holders of not less than 90% of the securities to which the offer relates, other than securities held at the date of the offer by or on behalf of the offeror or its affiliates or associates (as such terms are defined in such act).

"Confidentiality Undertaking" means a confidentiality undertaking substantially in the current recommended form of the Loan Market Association or in any other form agreed between the Company and the Facility Agent.

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"Consolidated Borrowings" means, as at any particular time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of the borrowings of members of the Group calculated in accordance with GAAP as applied in the most recent consolidated financial statements of the Parent delivered to the Facility Agent in accordance with Clause 20.1 or 20.2, as the case may be.

For this purpose, any amount outstanding or repayable in a currency other than US Dollars shall on that day be taken into account in its US Dollar equivalent at the rate of exchange used for the purpose of preparing the relevant balance sheet.

"Consolidated Net Worth" means, at any time, the Total Equity of the Parent as shown in the most recent consolidated financial statements of the Parent delivered to the Facility Agent in accordance with Clause 20.1 or 20.2, as the case may be, less (but without double counting) any amount included in the above which is attributable to:

(a)

goodwill or other intangible assets acquired after the date of the Original Financial Statements other than any arising from the acquisition of the Target;



(b)

(to the extent included) any amounts arising from an upward revaluation of assets made at any time after the date to which the Original Financial Statements are made up unless such revaluation is performed by independent professional valuers or in accordance with GAAP; and



(c)

any redeemable shares of the Parent,

but ignoring any variation in the credit or debit balances on the Group consolidated profit and loss account since the date of the then latest audited consolidated balance sheet of the Group except to the extent reflected in any later Group consolidated profit and loss statement delivered to the Facility Agent under Clause 20 (Information Undertakings).

"Debt Bridge Facility" means the facility made available under the Debt Bridge Facility Agreement.

"Debt Bridge Facility Agreement" means the US$2,500,000,000 dual currency facility agreement dated 3 August 2006 and on terms substantially similar to this Agreement, between the Company, the Parent, the borrower and guarantors named in it, the Facility Agent, the Mandated Lead Arrangers and the lenders named in it.

"Debt Bridge Facility Loan" means a loan made or to be made under the Debt Bridge Facility or the principal amount outstanding for the time being of that loan.

"Default" means an Event of Default or any event or circumstance specified in Clause 23 (Events of Default), which would (with the lapse of time, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

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"EBITDA" means, in relation to any Relevant Period, the total consolidated operating profit of the Group for that Relevant Period as shown in the most recent consolidated financial statements of the Parent delivered to the Facility Agent in accordance with Clause 20.1 or 20.2, as the case may be:

(a)

before taking into account:



(i)

goodwill amortisation;



(ii)

Interest Expense;



(iii)

Tax;



(iv)

all extraordinary and exceptional items;



(b)

after adding back all amounts provided for depreciation and amortisation;



(c)

before any adjustment for amounts (negative or positive) included in the above which are attributable to minority interests in any member of the Group.

"Environment" means living organisms including the ecological systems of which they form part and the following media:

(a)

air (including air within natural or man-made structures, whether above or below ground);



(b)

water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and



(c)

land (including land under water).

"Environmental Law" means all laws and regulations of any relevant jurisdiction which:

(a)

have as a purpose or effect the protection of, and/or prevention of harm or damage to, the Environment;



(b)

provide remedies or compensation for harm or damage to the Environment; or



(c)

relate to Hazardous Substances or health and safety matters.

"Environmental Licence" means any Authorisation required at any time under Environmental Law.

"Environmental Policy" means the environmental policy of the Group.

"Equity Bridge Facility" means the facility made available under the Equity Bridge Facility Agreement.

"Equity Bridge Facility Agreement" means the US$7,000,000,000 dual currency facility agreement dated on 17 May 2006, as amended from time to time, between the Company, the Parent, the Facility Agent, the Mandated Lead Arrangers and the lenders named in it.

"Equity Bridge Facility Loan" means a loan made or to be made under the Equity Bridge Facility or the principal amount outstanding for the time being of that loan.

"EURIBOR" means, in relation to any Loan in euro:

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(a)

the applicable Screen Rate; or



(b)

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

as of the Specified Time on the Quotation Day for the offering of deposits in euro for a period comparable to the Interest Period of the relevant Loan.

"Event of Default" means any event or circumstance specified as such in Clause 23 (Events of Default).

"Facility" means Facility A, Facility B, Facility C or Facility D.

"Facility A" means the $3,353,000,000 36 Month term loan facility made available under this Agreement as described in paragraph (a) of Clause 2.1 (The Facilities).

"Facility A Commitment" means:

(a)

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading "Facility A Commitment" in Part II of Schedule 1 (The Original Lenders) and the amount of any other Facility A Commitment transferred to it under this Agreement; and



(b)

in relation to any other Lender, the amount in the Base Currency of any Facility A Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

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

"Facility A Loan" means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan.

"Facility B" means the $1,117,000,000 60 Month and one day term loan facility made available under this Agreement as described in paragraph (b) of Clause 2.1 (The Facilities).

"Facility B Commitment" means:

(a)

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading "Facility B Commitment" in Part II of Schedule 1 (The Original Lenders) and the amount of any other Facility B Commitment transferred to it under this Agreement; and



(b)

in relation to any other Lender, the amount in the Base Currency of any Facility B Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Facility B Loan" means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan.

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"Facility C" means the $3,353,000,000 60 Month revolving loan facility made available under this Agreement as described in paragraph (b) of Clause 2.1 (The Facilities).

"Facility C Commitment" means:

(a)

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading "Facility C Commitment" in Part II of Schedule 1 (The Original Lenders) and the amount of any other Facility C Commitment transferred to it under this Agreement; and



(b)

in relation to any other Lender, the amount in the Base Currency of any Facility C Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Facility C Loan" means a loan made or to be made under Facility C or the principal amount outstanding for the time being of that loan.

"Facility D" means the $1,677,000,000, 364 day term loan facility with an extension option made available under this Agreement as described in paragraph (d) of Clause 2.1 (The Facilities).

"Facility D Commitment" means:

(a)

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading "Facility D Commitment" in Part II of Schedule 1 (The Original Lenders) and the amount of any other Facility D Commitment transferred to it under this Agreement; and



(b)

in relation to any other Lender, the amount in the Base Currency of any Facility D Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Facility D Loan" means a loan made or to be made under Facility D or the principal amount outstanding for the time being of that loan.

"Facility Office" means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.

"Fee Letter" means any letters dated prior to or on or about the date of this Agreement between, as the case may be, the Mandated Lead Arrangers, the Facility Agent and the Company setting out any of the fees referred to in Clause 12 (Fees).

"Finance Document" means this Agreement, any Fee Letter, any Accession Letter, any Transfer Certificate, any Assignment Agreement, any Syndication Agreement, any Confidentiality Undertaking, any Loan Transfer Agreement and any other document designated as such by the Facility Agent and the Company.

"Finance Party" means the Facility Agent, the Mandated Lead Arrangers, the Joint Lead Arrangers, the Arrangers, the Bookrunners, or a Lender.

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"Financial Indebtedness" means any indebtedness for or in respect of:

(a)

moneys borrowed;



(b)

any amount raised by acceptance under any acceptance credit facility or any amount raised under any bill facility;



(c)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;



(d)

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP (in the jurisdiction in which such liability is incurred), be treated as a finance or capital lease;



(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);



(f)

any amount raised under any other transaction (including any forward sale or purchase agreement) required to be accounted for as a borrowing in accordance with GAAP as applied in the most recent consolidated financial statements of the Parent delivered to the Facility Agent in accordance with Clause 20.1 or 20.2, as the case may be;



(g)

any derivative transaction entered into 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 marked to market value shall be taken into account);



(h)

shares which are expressed to be redeemable on or prior to the Termination Date applicable to Facility C;



(i)

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



(j)

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above.

"First Existing Facility" means the facility made available under the First Existing Facility Agreement.

"First Existing Facility Agreement" means the $1,400,000,000 facility and subscription agreement dated 28 May 2004 between the Company, the Parent, and the Borrowers and Guarantors named in it and the Facility Agent, the mandated lead arrangers and the lenders named in it.

"GAAP" means UK generally accepted accounting principles from time to time.

"Government Agency" means any government, or any governmental, semi-governmental or judicial entity or authority, including any self-regulating authority established under any statute.

"Group" means the Parent and its Subsidiaries for the time being.

"Group Structure Chart" means the corporate structure chart for the Group.

"Guarantor" means an Original Guarantor or an Additional Guarantor.

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"Hazardous Substance" means any waste, pollutant, contaminant or other substance (including any liquid, solid, gas, ion, living organism or noise) that may be harmful to human health or other life or the Environment or a nuisance to any person or that may make the use or ownership of any affected land or property more costly.

"Holding Company" means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

"IFRS" means International Financial Reporting Standards issued and/or adopted by the International Accounting Standards Board.

"Information Memorandum" means the document (including any supplement thereto) in the form approved by the Company concerning the Group and the Target, which, at the Company's request and on its behalf, was prepared in relation to the Finance Documents and distributed by the Mandated Lead Arrangers to selected financial institutions.

"Interest Expense" means, in relation to any Relevant Period, the aggregate amount of interest and amounts in the nature of interest, or having a similar purpose or effect to interest, which in accordance with GAAP are included in the consolidated profit and loss statement of the Parent as having been paid or incurred, and calculated on a gross basis without taking into account any interest income of any member of the Group and includes, but is not limited to:

(a)

any dividend payable on any share the obligations in respect of which constitute Financial Indebtedness;



(b)

any discount on any bills of exchange or bonds, note or other instruments drawn, accepted or endorsed by any member of the Group;



(c)

any line, facility, commitment, acceptance, discount, guarantee or other fees and amounts incurred on a regular or recurring basis payable in relation to Financial Indebtedness but not including establishment or arrangement fees payable once only; and



(d)

finance lease charges (but excluding finance lease charges relating to principal).

"Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.3 (Default interest).

"Joint Venture" means any joint venture entity, whether a company, unincorporated firm, undertaking, joint venture, association, partnership or any other entity, the ownership of or other interest in which does not require the holder to consolidate the results of the Joint Venture with its own as a Subsidiary.

"Lender" means:

(a)

any Original Lender; and



(b)

any bank or financial institution which has become a Lender in accordance with Clause 24 (Changes to the Lenders),

which in each case has not ceased to be a Lender in accordance with this Agreement.

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"LIBOR" means, in relation to any Loan:

(a)

the applicable Screen Rate; or



(b)

(if no Screen Rate is available for the currency or Interest Period of that Loan, or in respect of the first Interest Period for any Loan in US Dollars to be drawn on the date of the first Utilisation under the Facilities for (i) the purpose set out in Clause 3.1(a)(i) (Purpose), or (ii) the refinancing of the First Existing Facility or the Second Existing Facility) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in the relevant currency and for a period comparable to the Interest Period for that Loan.

"Loan" means a Facility A Loan, a Facility B Loan, a Facility C Loan or a Facility D Loan.

"Loan Transfer" means a transfer of a Loan between the Borrowers in accordance with Clause 25.2 (Borrower transfer).

"Loan Transfer Agreement" means an agreement in form and substance satisfactory to the Facility Agent effecting a Loan Transfer.

"Loan Transfer Date" means, in relation to a Loan Transfer between Borrowers, the last day of the Interest Period of that Loan as specified in the Loan Transfer Agreement.

"Majority Lenders" means:

(a)

until the Syndication Date, all of the Original Lenders; and



(b)

thereafter, a Lender or Lenders whose Available Commitments and participations in the Loans then outstanding aggregate more than 66²/3 per cent. of the Available Facility and all the Loans then outstanding.

"Mandatory Cost" means the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 3 (Mandatory Cost Formulae).

"Margin" means:

(a)

in relation to Facility A, 0.60 per cent. per annum;



(b)

in relation to Facility B, 0.70 per cent. per annum;



(c)

in relation to Facility C, 0.70 per cent. per annum; and



(d)

in relation to Facility D, 0.50 per cent. per annum,

in each case, subject to the provisions of Clause 9.5 (Margin adjustment) and provided that if any of the circumstances described in paragraph (e) of Clause 9.5 (Margin adjustment) exist then it shall mean:

(w)

in relation to Facility A, 0.90 per cent. per annum;



(x)

in relation to Facility B, 1.00 per cent. per annum;



(y)

in relation to Facility C, 1.00 per cent. per annum; and



(z)

in relation to Facility D, 0.80 per cent. per annum.

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"Material Adverse Effect" means a material adverse effect on:

(a)

the consolidated financial condition, prospects or business of the Group;



(b)

the ability of the Obligors taken together to perform or comply with any of their obligations under any Finance Document; or



(c)

the validity, legality or enforceability of any Finance Document.

"Material Equity Bridge Amendment" means a change:

(a)

to the conditions precedent referred to in paragraphs 3(b) or (c) of Schedule 2 to the Equity Bridge Facility Agreement;


 

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