SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)           November 22, 2005
                                                     --------------------------


                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
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               (Exact Name of Registrant as Specified in Charter)


       New York                    1-4858                     13-1432060
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(State or Other Jurisdiction    (Commission                (I.R.S. Employer
  of Incorporation)              File Number)               Identification No.)


521 West 57th Street, New York, N                                     10019
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(Address of Principal Executive O                                   (Zip Code)


Registrant's telephone number, including area code           (212) 765-5500
                                                           --------------------

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
        (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


Item 1.01.        Entry into a Material Definitive Agreement.

     On November 23, 2005,  International  Flavors & Fragrances Inc., a New York
corporation (the  "Company"),  International  Flavors & Fragrances  (Luxembourg)
S.a.r.l.,  a Luxembourg  corporation  ("IFF Lux"),  and certain of the Company's
subsidiaries (the  "Subsidiaries" and together with the Company and IFF Lux, the
"Company  Parties")  entered into a  multi-currency  revolving  credit  facility
agreement (the "Facility  Agreement") among the Company Parties, the banks named
therein,  including Citigroup Global Markets Limited, Fortis Bank S.A./N.V, Bank
of America N.A., Bank of Tokyo-Mitsubishi  Trust Company,  BNP Paribas, ING Bank
N.V., JP Morgan Chase and Wachovia Bank, National Association,  as mandated lead
arrangers, and Citibank International PLC, as Facility Agent.

     The  Facility  Agreement   provides  for  a  dual  tranche,   five-year  US
$350,000,000  ("Tranche A") and Euro 400,000,0000  ("Tranche B")  multi-currency
revolving credit facility,  which replaces the Terminated Agreements referred to
in Item 1.02 below.  Tranche A is available to the Company for general corporate
purposes,  for  repayment  of  outstanding  amounts  under  the  September  2001
Agreement  referred to in Item 1.02, and for commercial paper backstop purposes,
and Tranche B is available to IFF Lux and the Subsidiaries for general corporate
purposes and for repayment of outstanding  amounts under the July 2002 Agreement
referred to in Item 1.02.  Borrowings under the Facility Agreement bear interest
at an annual rate of LIBOR (or in relation to any loan in Euro,  EURIBOR) plus a
margin of 20 basis points linked to a ratings grid.

     The Company has guaranteed the  obligations of its respective  subsidiaries
under the Facility Agreement.

     IFF Lux may  approach  the lenders  prior to each of November  22, 2006 and
November 22, 2007 to request the  extension of the Facility  Agreement for up to
an aggregate of two additional years.

     The Facility Agreement contains various  affirmative and negative covenants
customary in a facility of this type, including a covenant requiring the Company
to maintain, at the end of each fiscal quarter, a ratio of net debt for borrowed
money to EBITDA in respect of the previous 12-month period of not more than 3.25
to 1.

     The Company is  required  to pay a  commitment  fee  payable  quarterly  in
arrears of 30% of the margin per annum on the  aggregate  unused and  uncanceled
commitments under the Facility Agreement.  An additional  utilization fee of 2.5
basis points is payable if such outstanding  amounts exceed 50% of the aggregate
commitments under the Facility Agreement.

     Unless extended,  the Facility  Agreement will expire on November 22, 2010,
at which time all outstanding  amounts under the Facility  Agreement will be due
and payable. In the event of an event of default,  the lenders may terminate the
Facility  Agreement and declare any principal  amount then  outstanding  and all
accrued interest, fees and other amounts payable under the Facility Agreement to
be  immediately  due and payable.  Defaults under the Facility  Agreement  which
could  result in the  acceleration  by the  lenders  of the  obligations  of the
Company  Parties  include a change of control of the  Company (as defined in the
<PAGE>
Facility  Agreement) and certain  acquisitions made in contemplation of a merger
where as a direct  result of the  acquisition,  the  public  debt  rating of the
Company  quoted by Moody's or S&P (including any change in terms of its outlook)
is a lower  rating  than  its  public  debt  rating  immediately  prior  to such
acquisition.

     Some of the lenders under the Facility  Agreement and their affiliates have
various  relationships with the Company, IFF Lux and the Subsidiaries  involving
the  provision of financial  services,  including  cash  management,  investment
banking and trust services.

Item 1.02.        Termination of a Material Definitive Agreement

     Concurrently with the effectiveness of the Facility Agreement  described in
Item 1.01 above,  the Company  terminated its US $300,000,000  revolving  credit
facility  dated  September  26, 2001 (the  "September  2001  Agreement")  by the
Company, certain initial lenders named therein, Citibank N.A., as Administrative
Agent, and Salomon Smith Barney Inc., as Arranger.

     Concurrently with the effectiveness of the Facility Agreement  described in
Item 1.01 above,  IFF Lux,  terminated  its Euro  350,000,000  revolving  credit
facility  dated July 19, 2002 (the "July 2002  Agreement") by IFF Lux, the banks
named  therein,  ABN  AMRO  Bank  NV and  Barclays  Capital,  as  Mandated  Lead
Arrangers,  and  Barclays  Bank PLC,  as  Facility  Agent.  The  September  2001
Agreement  and the July 2002  Agreement  are referred to herein  together as the
"Terminated Agreements".

     The commitment of the lenders under the Terminated Agreements to make loans
was scheduled to expire on September 26, 2006 under the September 2001 Agreement
and on July 19,  2007 under the July 2002  Agreement.  The Company did not incur
any material termination penalties to exit the agreements.

     Borrowings under the September 2001 Agreement bore interest at LIBOR plus a
margin linked to a price grid, and borrowings under the July 2002 Agreement bore
interest at EURIBOR plus a margin  linked to a price grid.  The  interest  rates
were  subject to change from  time-to-time  based on the rating for any class of
non-credit enhanced long-term senior unsecured debt issued by the Company. There
are no outstanding  amounts being  transferred to the new facility and there are
no material changes in terms under the new agreements.

     The Terminated Agreements contained customary representations,  warranties,
covenants and events of default.

     Some of the lenders under the Terminated  Agreements  and their  affiliates
have various  relationships with the Company and its subsidiaries  involving the
provision of financial services,  including cash management,  investment banking
and trust services.

Item 2.03.        Creation  of a Direct  Financial  Obligation  or an Obligation
                  under an  Off-Balance Sheet Arrangement of a Registrant.

     The  information  set  forth  under  Item  1.01 is  incorporated  herein by
reference.

Item 9.01.        Financial Statements and Exhibits.
<PAGE>

(c)      Exhibits
         Exhibit No.    Document
         ----------     --------------------------------------

          4.1            Multi-Currency  Revolving  Facility  Agreement,   dated
                         November  22,  2005,  among  International   Flavors  &
                         Fragrances  Inc.,  International  Flavors &  Fragrances
                         (Luxembourg) S.a.r.l., certain subsidiaries,  the banks
                         named  therein,   including  Citigroup  Global  Markets
                         Limited,  Fortis Bank  S.A./N.V,  Bank of America N.A.,
                         Bank of  Tokyo-Mitsubishi  Trust Company,  BNP Paribas,
                         ING Bank  N.V.,  JP  Morgan  Chase and  Wachovia  Bank,
                         National Association,  as mandated lead arrangers,  and
                         Citibank International PLC, as Facility Agent.

<PAGE>



                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                    INTERNATIONAL FLAVORS & FRAGRANCES INC.


Dated:  November 28, 2005             By:  /s/ Douglas J. Wetmore
                                      ------------------------------------------
                                       Name:      Douglas J. Wetmore
                                       Title:     Senior Vice President and
                                                  Chief Financial Officer
<PAGE>

                              23 November 2005


             INTERNATIONAL FLAVORS & FRAGRANCES S.A.R.L.



                                   AND OTHERS

                                  as Borrowers

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

                             as Guarantor and Parent

                        CITIGROUP GLOBAL MARKETS LIMITED
                              FORTIS BANK S.A./N.V.
                              BANK OF AMERICA, N.A.
                            BANK OF TOKYO-MITSUBISHI
                                   BNP PARIBAS
                                  ING BANK N.V.
                           J.P. MORGAN SECURITIES INC.
                       WACHOVIA BANK, NATIONAL ASSOCIATION

                           as Mandated Lead Arrangers

                                      with

                           CITIBANK INTERNATIONAL PLC

                    acting as Agent and Euro Swingline Agent

                                       and

                                  CITIBANK N.A.

                              as US Swingline Agent


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

                   MULTICURRENCY REVOLVING FACILITY AGREEMENT
   ---------------------------------------------------------------------------


<PAGE>
                                    CONTENTS

       CLAUSE

1.     DEFINITIONS AND INTERPRETATION
2.     THE FACILITY
3.     PURPOSE
4.     CONDITIONS OF UTILISATION
5.     UTILISATION - REVOLVING FACILITIES
6.     OPTIONAL CURRENCIES
7.     UTILISATION - SWINGLINE LOANS
8.     SWINGLINE LOANS
9.     REPAYMENT
10.    PREPAYMENT AND CANCELLATION
11.    EXTENSION OF FACILITY
12.    INTEREST
13.    INTEREST PERIODS
14.    CHANGES TO THE CALCULATION OF INTEREST
15.    FEES
16.    TAX GROSS UP AND INDEMNITIES
17.    INCREASED COSTS
18.    OTHER INDEMNITIES
19.    MITIGATION BY THE LENDERS
20.    COSTS AND EXPENSES
21.    GUARANTEE AND INDEMNITY
22.    REPRESENTATIONS AND WARRANTIES
23.    GENERAL COVENANTS
24.    FINANCIAL COVENANT
25.    EVENTS OF DEFAULT
26.    CHANGES TO THE LENDERS
27.    CHANGES TO THE OBLIGORS
28.    ROLE OF THE AGENT AND THE MANDATED LEAD ARRANGERS
<PAGE>

29.    CONDUCT OF BUSINESS BY THE FINANCE PARTIES
30.    SHARING AMONG THE LENDERS
31.    PAYMENT MECHANICS
32.    SET-OFF
33.    NOTICES
34.    CALCULATIONS AND CERTIFICATES
35.    PARTIAL INVALIDITY
36.    REMEDIES AND WAIVERS
37.    AMENDMENTS AND WAIVERS
38. COUNTERPARTS 89 39. GOVERNING LAW 91 40. ENFORCEMENT 91
41.    COMPLETE AGREEMENT

SCHEDULE 1           THE ORIGINAL PARTIES
       Part A The Original Borrowers
       Part BI The Original Lenders
       Part BII The Original Swingline Lenders

SCHEDULE 2           CONDITIONS PRECEDENT
       Part A Conditions Precedent to Initial Utilisation
       Part B Conditions Precedent required to be delivered by
        an Additional Borrower

SCHEDULE 3           UTILISATION REQUEST
       Part A Revolving Facility Utilisation Request
       Part B Swingline Facility Utilisation Request

SCHEDULE 4           MANDATORY COST FORMULAE

SCHEDULE 5           FORM OF TRANSFER CERTIFICATES

SCHEDULE 6           TIMETABLES

SCHEDULE 7           SUBSIDIARY GUARANTEE DOCUMENTS

SCHEDULE 8           FORM OF ACCESSION LETTER

SCHEDULE 9           FORM OF RESIGNATION LETTER

<PAGE>


THIS AGREEMENT is dated 23 November 2005 and made between:

(1)  INTERNATIONAL FLAVORS & FRAGRANCES (LUXEMBOURG) S.A.R.L, a company (societe
     a  responsabilite  limitee)  incorporated in Luxembourg and registered with
     the Register of Commerce and Companies of  Luxembourg  under number B 79234
     and having its  registered  address  at 6 rue de Mamer,  L-8081  Bertrange,
     Grand-Dutchy of Luxembourg,  with a share capital of EUR  163,360,000  (the
     "Company");

(2)  THE  COMPANIES  listed as original  borrowers  in Part A of Schedule 1 (The
     Original Parties) (the "Original Borrowers");

(3)  INTERNATIONAL FLAVORS & FRAGRANCES INC. as guarantor (the "Guarantor");

(4)  INTERNATIONAL FLAVORS & FRAGRANCES INC. as parent (the "Parent");

(5)  CITIGROUP GLOBAL MARKETS LIMITED,  FORTIS BANK S.A./N.V.,  bank of America,
     n.a.,  BANK OF  TOKYO-MITSUBISHI,  BNP PARIBAS,  ING BANK N.V., J.P. MORGAN
     securities inc. and WACHOVIA BANK, NATIONAL  ASSOCIATION,  as mandated lead
     arrangers (the "Mandated Lead Arrangers");

(6)  THE  FINANCIAL  INSTITUTIONS  listed in Part BI of Schedule 1 (The Original
     Parties) as lenders (the "Original Lenders");

(7)  THE FINANCIAL  INSTITUTIONS  listed in Part BII of Schedule 1 (The Original
     Parties) as swingline lenders (the "Original Swingline Lenders");

(8)  CITIBANK N.A. as agent for the Dollar Swingline Facility (the "US Swingline
     Agent");

(9)  CITIBANK  INTERNATIONAL  PLC as agent for the Euro Swingline  Facility (the
     "Euro Swingline Agent"); and

(10) CITIBANK INTERNATIONAL PLC as agent of the Lenders (the "Agent").

IT IS AGREED as follows:

                                   SECTION 1.
                                 INTERPRETATION

1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions
     In this Agreement:

     "Additional  Borrower" means a company which becomes an Additional Borrower
     in accordance with Clause 27.2 (Additional Borrowers).

     "Affiliate"  means,  as to any person,  any other person that,  directly or
     indirectly, controls, is controlled by or is under common control with such
     person or is a director  or officer of such  person.  For  purposes of this
     definition,   the  term  "control"   (including  the  terms  "controlling",
<PAGE>
     "controlled  by" and "under  common  control  with") of a person  means the
     possession,  direct  or  indirect,  of the power to vote 50% or more of the
     Voting  Stock of such  person or to direct  or cause the  direction  of the
     management  and policies of such person,  whether  through the ownership of
     Voting Stock, by contract or otherwise.

     "Agent"  includes the Euro  Swingline  Agent or the US Swingline  Agent (or
     both of them) where the context permits.

     "Agent's Spot Rate of Exchange" means the Agent's spot rate of exchange for
     the purchase of the relevant  currency  with the relevant  Base Currency in
     the London foreign  exchange  market at or about 11:00 a.m. on a particular
     day.

     "Authorisation"  means an  authorisation,  consent,  approval,  resolution,
     licence exemption,  filing or registration (including,  without limitation,
     the Environmental Permits).

     "Applicable Margin" means as of any date, a percentage per annum determined
     by  reference to the Public Debt Rating in effect on such date as set forth
     below:
<TABLE>
<CAPTION>

         Public Debt Rating S&P/Moody's  Applicable Margin
         ------------------------------- ----------------------------------
         <S>                               <C>
         Level 1                         0.125%
         -------
         A+/A1 or above

         Level 2                         0.150%
         -------
         A/A2

         Level 3                         0.175%
         -------
         A-/A3

         Level 4                         0.225%
         -------
         BBB+/Baa1

         Level 5                         0.275%
         -------
         BBB/Baa2

         Level 6                         0.350%
         -------
         BBB-/Baa3

         Level 7                         0.500%
         -------
         lower than level 6
</TABLE>

     If the Public Debt Rating shall be changed, the change in Applicable Margin
     arising as a result of such  change  shall be  effective  as of the date on
     which any change in rating  established  by S&P or  Moody's or both  giving
     rise to such change in the Public Debt Rating is first  announced  publicly
     by the relevant rating agency making such change (for greater certainty, it
     is  understood  that such date may be a date  falling at any time during an
     Interest Period).

     "Availability  Period" means the period from and including the date of this
     Agreement to and  including  the date falling one Business Day prior to the
     Termination Date.

     "Available  Commitment"  means the  Tranche A Available  Commitment  or the
     Tranche B Available Commitment.
<PAGE>
     "Available  Dollar  Swingline  Commitment" of a Swingline Lender means (but
     without  limiting Clause 7.5  (Relationship  with the Revolving  Facility))
     that Lender's Dollar Swingline Commitment minus:

     (a)  the Base  Currency  Amount  of its  participation  in any  outstanding
          Dollar Swingline Loans; and

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

     other than that Lender's  participation  in any Dollar Swingline Loans that
     are due to be repaid or prepaid on or before the proposed Utilisation Date.

     "Available  Dollar  Swingline  Facility"  means the  aggregate for the time
     being of each Swingline Lender's Available Dollar Swingline Commitment.

     "Available  Euro  Swingline  Commitment"  of a Swingline  Lender means (but
     without  limiting Clause 7.5  (Relationship  with the Revolving  Facility))
     that Lender's Euro Swingline Commitment minus:

     (a)  the Base Currency Amount of its  participation in any outstanding Euro
          Swingline Loans; and

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

     other than that Lender's participation in any Euro Swingline Loans that are
     due to be repaid or prepaid on or before the proposed Utilisation Date.

     "Available Euro Swingline  Facility" means the aggregate for the time being
     of each Swingline Lender's Available Euro Swingline Commitment.

     "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.

     "Base Currency"  means, in respect of the Tranche A Revolving  Facility and
     the Dollar Swingline Facility,  US dollars and, in respect of the Tranche B
     Revolving Facility and the Euro Swingline Facility, euro.

     "Base Currency  Amount" means, in relation to a Loan, the amount  specified
     in the  Utilisation  Request for that Loan (or, if the amount  requested is
     not denominated in the relevant Base Currency,  that amount  converted into
     the relevant Base Currency at the relevant Agent's Spot Rate of Exchange on
     the date which is three  Business Days before the  Utilisation  Date or, if
     later, on the date the Agent receives the Utilisation  Request) adjusted to
     reflect any repayment, prepayment, consolidation or division of the Loan.
<PAGE>
     "Borrower" means an Original Borrower or an Additional Borrower.

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

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

     exceeds:

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

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

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

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

     "Cash"  means at any time,  in respect of any member of the Group,  cash as
     defined in the Audit and Accounting Guides issued by the American Institute
     of Certified Public Accountants of the United States of America (as amended
     from time to time) which includes as at the date of this Agreement currency
     on hand,  demand  deposits with  financial  institutions  and other similar
     deposit accounts.

     "Cash  Equivalents"  means in  respect  of any  member of the  Group,  cash
     equivalents  as defined in the Audit and  Accounting  Guides  issued by the
     American  Institute of Certified Public Accountants of the United States of
     America  (as amended  from time to time)  which  includes as at the date of
     this Agreement short term instruments  having not more than three months to
     final maturity and highly liquid instruments  readily  convertible to known
     amounts of cash

     "Commitment" means a Tranche A Commitment, a Tranche B Commitment, a Dollar
     Swingline Commitment or a Euro Swingline Commitment.

     "Consolidated"  refers to the  consolidation of accounts in accordance with
     GAAP.

     "Corporate  Bonds"  means the  US$700,000,000  of 6.45% notes issued by the
     Parent in 2001 maturing on 15 May 2006.

     "Corporate Bond Repayment Date" means 15 May 2006 or such other date as the
     Corporate Bonds are repaid.
<PAGE>
     "Debt" of any person means, without duplication:

     (a)  all indebtedness of such person for borrowed money;

     (b)  all  obligations  of such person for the  deferred  purchase  price of
          assets or services (other than trade payables not overdue by more than
          60 days incurred in the ordinary course of such person's business);

     (c)  all obligations of such person evidenced by notes,  bonds,  debentures
          or other similar instruments,

     (d)  all   obligations   of  such  person  created  or  arising  under  any
          conditional  sale or other title  retention  agreement with respect to
          assets acquired by such person (even though the rights and remedies of
          the seller or lender under such  agreement in the event of default are
          limited to repossession or sale of such assets);

     (e)  all  obligations  of such person as lessee under leases that have been
          or should be, in accordance with GAAP, recorded as capital leases;

     (f)  all obligations, contingent or otherwise, of such person in respect of
          acceptances, letters of credit or similar extensions of credit;

     (g)  all obligations of such person in respect of Hedge Agreements;

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

     (i)  any  amount  raised  by the issue of  shares  redeemable  prior to the
          Termination Date;

     (j)  any amount raised under any other  transaction  (including any forward
          sale  or  purchase  agreement)  having  the  commercial  effect  of  a
          borrowing;

     (k)  all Debt of others  referred to in paragraphs (a) through (j) above or
          paragraph (l) below guaranteed directly or indirectly in any manner by
          such person,  or in effect  guaranteed  directly or indirectly by such
          person  through an  agreement  (1) to pay or purchase  such Debt or to
          advance or supply funds for the payment or purchase of such Debt,  (2)
          to  purchase,  sell or lease  (as  lessee  or  lessor)  assets,  or to
          purchase or sell  services,  primarily for the purpose of enabling the
          debtor to make  payment  of such Debt or to assure  the holder of such
          Debt  against  loss,  (3) to supply  funds to or in any  other  manner
          invest in the debtor  (including  any  agreement  to pay for assets or
          services  irrespective  of whether  such  assets are  received or such
          services are rendered) or (4)  otherwise to assure a creditor  against
          loss; and

     (l)  all Debt  referred to in  paragraphs  (a) through (k) above secured by
          (or  for  which  the  holder  of  such  Debt  has an  existing  right,
          contingent  or  otherwise,  to be secured  by) any  Security on assets
          (including, without limitation, accounts and contract rights) owned by
          such person,  even though such person has not assumed or become liable
          for the payment of such Debt.
<PAGE>
     "Debt for Borrowed  Money" of a person means all items that,  in accordance
     with GAAP,  would be classified as indebtedness  on a Consolidated  balance
     sheet of such person other than any amounts  which would be  classified  as
     indebtedness,  in  accordance  with  GAAP,  which  arise  under  any  Hedge
     Agreements.

     "Default" means an Event of Default or any event or circumstance  specified
     in Clause 25 (Events of  Default)  which  would (with the expiry of a grace
     period,  the giving of notice,  the making of any  determination  under the
     Finance  Documents or any  combination of any of the foregoing) be an Event
     of Default.

     "Disruption Event" means either or both of:

     (a)  a material disruption to those payment or communications systems or to
          those financial  markets which are, in each case,  required to operate
          in order for payments to be made in connection with the Facilities (or
          otherwise in order for the  transactions  contemplated  by the Finance
          Documents to be carried out) which disruption is not caused by, and is
          beyond the control of, any of the Parties; or

     (b)  the  occurrence of any other event which results in a disruption (of a
          technical  or  systems-related  nature) to the  treasury  or  payments
          operations of a Party preventing that, or any other Party:

          (i)  from  performing  its  payment   obligations  under  the  Finance
               Documents; or

          (ii) from  communicating  with other  Parties in  accordance  with the
               terms of the Finance Documents,

     (and  which (in  either  such  case)) is not  caused  by, and is beyond the
     control of, the Party whose operations are disrupted.

     "DNB" means the Dutch Central Bank (De Nederlandsche Bank N.V.).

     "Dollar Swingline Commitment" means:

     (a)  in relation to a Swingline  Lender on the date of this Agreement,  the
          amount in US dollars set opposite  its name under the heading  "Dollar
          Swingline Commitment" in Part BII of Schedule 1 (The Original Parties)
          and the amount of any other Dollar Swingline Commitment transferred to
          it under this Agreement; and

     (b)  in relation to any other  Swingline  Lender,  the amount of any Dollar
          Swingline Commitment transferred to it under this Agreement,

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

     "Dollar  Swingline  Facility" means the dollar swingline loan facility made
     available  under this  Agreement  as  described  in Clause  2.1(b)(i)  (The
     Facility).

     "Dollar  Swingline  Loan"  means a loan made or to be made under the Dollar
     Swingline  Facility or the principal amount  outstanding for the time being
     of that loan.
<PAGE>
     "Dutch Borrower" means a Borrower incorporated in the Netherlands.

     "Dutch Obligor" means an Obligor incorporated in the Netherlands.

     "Dutch  Banking Act" means the Dutch Act on the  Supervision  of the Credit
     System 1992 (Wet toezicht  kredietwezen 1992) as amended from time to time,
     including the Dutch Exemption Regulation.

     "Dutch Civil Code" means the Burgerlijk Wetboek.

     "Dutch Exemption  Regulation" means the Exemption  Regulation dated 26 June
     2002  (as  amended   from  time  to  time)  of  the   Minister  of  Finance
     (Vrijstellingsregeling  Wtk 1992),  as promulgated  in connection  with the
     Dutch Banking Act.

     "EBITDA" means, for any Relevant Period,  net income (or net loss) plus the
     sum of:

     (a)  interest expense;

     (b)  income tax expense;

     (c)  depreciation expense;

     (d)  amortisation expense and all other non-cash charges; and

     (e)  extraordinary or unusual losses deducted in calculating net income

     less  extraordinary  or unusual gains added in calculating  net income,  in
     each case determined in accordance with GAAP for the Relevant Period.

     "Environmental  Action"  means any action,  suit,  demand,  demand  letter,
     claim,  notice of  non-compliance  or  violation,  notice of  liability  or
     potential liability,  investigation,  proceeding,  consent order or consent
     agreement  relating  in any  way to any  Environmental  Law,  Environmental
     Permit or Hazardous  Materials or arising from alleged  injury or threat of
     injury to health, safety or the environment, including, without limitation:

     (a)  by any governmental or regulatory authority for enforcement,  cleanup,
          removal, response, remedial or other actions or damages; and

     (b)  by any  governmental  or  regulatory  authority or any third party for
          damages, contribution, indemnification, cost recovery, compensation or
          injunctive relief.

     "Environmental  Law" means any federal,  state,  local or foreign  statute,
     law, ordinance, rule, regulation, code, order, judgment, decree or judicial
     or agency  interpretation,  policy or  guidance  relating to  pollution  or
     protection  of  the  environment,  health,  safety  or  natural  resources,
     including,  without  limitation,  those  relating  to  the  use,  handling,
     transportation,  treatment,  storage,  disposal,  release or  discharge  of
     Hazardous Materials.

     "Environmental Permits" means any permit, approval,  identification number,
     license or other authorisation required under any Environmental Law.
<PAGE>
     "ERISA" means the United States Employee  Retirement Income Security Act of
     1974, as amended from time to time,  and the  regulations  promulgated  and
     rulings issued thereunder.

     "ERISA  Affiliate"  means any person that for purposes of Title IV of ERISA
     is a member of the Parent's  controlled group, or under common control with
     the Parent, within the meaning of Section 414 of the United States Internal
     Revenue  Code of 1986 (as  amended  from time to time) and the  regulations
     promulgated and rulings issued thereunder.

     "ERISA Event" means:

     (a)  (i) the  occurrence  of a  reportable  event,  within  the  meaning of
          Section  4043 of ERISA,  with  respect  to any Plan  unless the 30-day
          notice  requirement  with respect to such event has been waived by the
          PBGC, or (ii) the requirements of subsection (1) of Section 4043(b) of
          ERISA (without  regard to subsection (2) of such Section) are met with
          a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of
          a Plan, and an event  described in paragraph (9), (10),  (11), (12) or
          (13) of Section 4043(c) of ERISA is reasonably  expected to occur with
          respect to such Plan within the following 30 days;

     (b)  the application for a minimum funding waiver with respect to a Plan;

     (c)  the provision by the  administrator  of any Plan of a notice of intent
          to  terminate  such  Plan  pursuant  to  Section  4041(a)(2)  of ERISA
          (including any such notice with respect to a plan  amendment  referred
          to in Section 4041(e) of ERISA);

     (d)  the  cessation of  operations at a facility of the Parent or any ERISA
          Affiliate in the circumstances described in Section 4062(e) of ERISA;

     (e)  the  withdrawal by the Parent or any ERISA  Affiliate  from a Multiple
          Employer  Plan  during  a plan  year for  which  it was a  substantial
          employer, as defined in Section 4001(a)(2) of ERISA;

     (f)  the imposition of a lien under Section 302(f) of ERISA with respect to
          any Plan;

     (g)  the  adoption of an  amendment to a Plan  requiring  the  provision of
          security to such Plan pursuant to Section 307 of ERISA; or

     (h)  the  institution  by the  PBGC  of  proceedings  to  terminate  a Plan
          pursuant to Section 4042 of ERISA,  or the  occurrence of any event or
          condition  described in Section 4042 of ERISA that constitutes grounds
          for the termination of, or the appointment of a trustee to administer,
          a Plan.

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

     (a)  the applicable Screen Rate; or

     (b)  (if no Screen  Rate is  available  for the  period  of that  Loan) the
          arithmetic mean of the rates (rounded  upwards to four decimal places)
          as supplied to the Agent at its request quoted by the Reference  Banks
          to leading banks in the European interbank market;
<PAGE>
     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.

     "Euro Swingline Commitment" means:

     (a)  in relation to a Swingline  Lender on the date of this Agreement,  the
          amount in euro set opposite its name under the heading "Euro Swingline
          Commitment"  in Part BII of Schedule 1 (The Original  Parties) and the
          amount of any other Euro Swingline Commitment  transferred to it under
          this Agreement; and

     (b)  in  relation  to any other  Swingline  Lender,  the amount of any Euro
          Swingline Commitment transferred to it under this Agreement,

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

     "Euro  Swingline  Facility"  means the euro  swingline  loan  facility made
     available  under this  Agreement  as described  in Clause  2.1(b)(ii)  (The
     Facility).

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

     "Euro  Swingline  Rate" means,  in relation to a Euro  Swingline  Loan, the
     percentage rate per annum which is the aggregate of:

     (a)  Euro Swingline Reference Bank Rate; and

     (b)  the Applicable Margin; and

     (c)  Mandatory Cost (if any).

     "Euro Swingline Reference Bank Rate" means the arithmetic mean of the rates
     (rounded  upwards to four decimal places) as supplied to the Euro Swingline
     Agent at its request quoted by the Reference  Banks to leading banks in the
     European interbank market as of 11.00 a.m. Brussels time on the Utilisation
     Date for that Euro  Swingline Loan for the offering of deposits in euro for
     a period  comparable to the Interest Period for the relevant Euro Swingline
     Loan and for settlement on that day.

     "Event of Default"  means any event or  circumstance  specified  as such in
     Clause 25 (Events of Default).

     "Existing 2001 Facility" means the US$300,000,000 revolving credit facility
     made available to the Parent under an agreement dated 26 September 2001.

     "Existing 2002 Facility" means the EUR350,000,000 revolving credit facility
     made available to the Company under an agreement dated 19 July 2002.

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

     "Federal  Funds Rate"  means,  in  relation to any day,  the rate per annum
     equal to:

     (a)  the  weighted  average  of  the  rates  on  overnight   Federal  funds
          transactions with members of the US Federal Reserve System arranged by
          Federal funds  brokers,  as published for that day (or, if that day is
          not a New York  Business Day, for the  immediately  preceding New York
          Business Day) by the Federal Reserve Bank of New York; or

     (b)  if a rate is not so published for any day which is a New York Business
          Day, the average of the quotations  for that day on such  transactions
          received by the US Swingline Agent from three Federal funds brokers of
          recognised standing selected by the Agent.

     "Fee Letter"  means any letter or letters  between  certain of the Mandated
     Lead  Arrangers,  the Parent and the  Company  setting  out any of the fees
     referred to in Clause 15 (Fees).

     "Finance  Document"  means  this  Agreement,  any Fee  Letter and any other
     document designated as such by the Agent and the Borrower.

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

     "Founder" means:

     (a)  each person who is a beneficial owner (within the meaning of Rule13d-3
          of the United  States  Securities  and Exchange  Commission  under the
          United States  Securities  Exchange Act of 1934) of 20% or more of the
          outstanding shares of Voting Stock of the Parent on the date hereof or
          any  person  that is or  becomes a  fiduciary  of any  person who is a
          beneficial  owner of (or any  person  for  whose  account  were  held)
          outstanding  shares of Voting  Stock of the Parent on the date  hereof
          (in any such case,  an "Existing  Shareholder"),  including  any group
          that is comprised solely of Existing Shareholders; and

     (b)  any such Existing  Shareholder or group  comprised  solely of Existing
          Shareholders  who shall become the beneficial  owner of 20% or more of
          the  outstanding  shares of  Voting  Stock of the  Parent  solely as a
          result of an acquisition by the Parent of shares of its Voting Stock,

     in each  case  until  such  time  as the  persons  or  group  described  in
     paragraphs (a) and (b) above shall become the beneficial  owner (other than
     by means of a stock dividend,  stock split,  gift or inheritance or receipt
     or exercise of, or accrual of any right to exercise,  any stock  options of
     shares of stock granted by the Parent) of any  additional  shares of Voting
     Stock of the Parent.
<PAGE>
     In addition, the Parent, any wholly-owned  Subsidiary of the Parent and any
     employee stock ownership or other employee  benefit plan of the Parent or a
     wholly-owned Subsidiary of the Parent shall be a "Founder".

     "GAAP"  means,  in respect of the  Parent,  generally  accepted  accounting
     principles in the United States of America consistent with those applied in
     the  preparation  of the  financial  statements  referred to in Clause 22.5
     (Financial Statements).

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

     "Hazardous   Materials"   means  (a)  petroleum  and  petroleum   products,
     by-products    or    breakdown     products,     radioactive     materials,
     asbestos-containing materials,  polychlorinated biphenyls and radon gas and
     (b) any other chemicals, materials or substances designated,  classified or
     regulated as hazardous or toxic or as a pollutant or contaminant  under any
     Environmental Law.

     "Hedge  Agreements"  means  interest rate swap,  cap or collar  agreements,
     interest  rate  future  or  option  contracts,  currency  swap  agreements,
     currency future or option contracts and other similar agreements.

     "Information Memorandum" means the document concerning the Obligors and the
     Parent which, at the Parent's and the Company's  request and on its behalf,
     is to be prepared in relation to this  transaction,  approved by the Parent
     and  the  Company  and  distributed  by  the  Mandated  Lead  Arrangers  in
     connection with syndication of the Facility.

     "Interest  Period" means,  in relation to a Revolving  Facility Loan,  each
     period  determined  in  accordance  with Clause 13 (Interest  Periods),  in
     relation to a Swingline  Loan,  each period  determined in accordance  with
     Clause 8.4 (Interest Period) and, in relation to an Unpaid Sum, each period
     determined in accordance with Clause 12.4 (Default interest).

     "Legal Reservations" means:

     (a)  the principle that equitable remedies may be granted or refused at the
          discretion  of a  court  and the  limitation  of  enforcement  by laws
          relating  to  insolvency,  reorganisation  and  other  laws  generally
          affecting the rights of creditors;

     (b)  the time barring of claims under the Limitation  Acts, the possibility
          that an  undertaking  to assume  liability  for or  indemnify a person
          against  non-payment  of UK stamp  duty may be void  and  defences  of
          set-off or counterclaim; and

     (c)  similar principles, rights and defences under the laws of any Relevant
          Jurisdiction.

     "Lender" means:

     (a)  any Original Lender;

     (b)  where the context so requires, any Swingline Lender; and

     (c)  any  bank or  financial  institution  which  has  become  a  Party  in
          accordance with Clause 26 (Changes to the Lenders),
<PAGE>
     which in each  case has not  ceased  to be a Party in  accordance  with the
     terms of this Agreement.

     "LIBOR" means, in relation to any Loan:

     (a)  the applicable Screen Rate; or

     (b)  (if no Screen Rate is available for the currency or Interest Period of
          that Loan) the arithmetic  mean of the rates (rounded  upwards to four
          decimal  places) as supplied to the 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  currency of that Loan and for a period  comparable  to the Interest
     Period for that Loan.

     "Limitation Acts" means the Limitation Act 1980 and the Foreign  Limitation
     Periods Act 1984.

     "Loan" means a Revolving  Facility  Loan, a Swingline Loan or the principal
     amount outstanding for the time being of that loan.

     "LMA" means the Loan Market Association.

     "Majority Lenders" means:

     (a)  if there are no Loans  then  outstanding,  a Lender or  Lenders  whose
          Commitments  aggregate more than 662/3% of the Total  Commitments (or,
          if the Total  Commitments  have been reduced to zero,  aggregated more
          than  66 2/3% of  the  Total  Commitments  immediately  prior  to  the
          reduction); or

     (b)  at any other time,  a Lender or Lenders  whose  participations  in the
          Loans then  outstanding aggregate  more than  66 2/3% of all the Loans
          then outstanding.

     provided that

     for the purpose only of determining the composition of and voting rights in
     relation  to  the  "Majority   Lenders"  the  Total   Commitments  and  the
     outstanding  Loans of each Lender shall be  calculated by the amount of the
     Total Tranche A  Commitments  or any Tranche A Loans being  converted  into
     euros at the  Agent's  Spot Rate of  Exchange  on the date  which the Agent
     notifies the Lenders of any waiver, consent, approval, notice, direction or
     instruction  to be  given,  amendment  or  appointment  to be made or other
     decision to be taken.

     "Mandatory  Cost" means the  percentage  rate per annum  calculated  by the
     Agent in accordance with Schedule 4 (Mandatory Cost formulae).

     "Material  Adverse  Change"  means  any  material  adverse  change  in  the
     business,  condition  (financial  or otherwise) or results of operations of
     the Parent and its Subsidiaries taken as a whole.

     "Material Adverse Effect" means a material adverse effect on:
<PAGE>

     (a)  the  business,  condition  (financial  or  otherwise)  or  results  of
          operations of the Parent and its Subsidiaries taken as a whole;

     (b)  the rights and  remedies of the Agent or any Lender  under the Finance
          Documents; or

     (c)  the  ability  of any  Obligor or the  Parent to  perform  its  payment
          obligations under the Finance Documents.

     "Moody's" means Moody's Investor Services, Inc., or any successor by merger
     or change of name which is a  nationally  recognised  rating  agency in the
     United States of America.

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

     (a)  (subject to paragraph (c) below) if the numerically  corresponding day
          is not a Business  Day, that period shall end on the next Business Day
          in that calendar month in which that period is to end if there is one,
          or if there is not, on the immediately preceding Business Day;

     (b)  if there is no numerically  corresponding day in the calendar month in
          which  that  period  is to end,  that  period  shall  end on the  last
          Business Day in that calendar month; and

     (c)  if an Interest  Period  begins on the last  Business Day of a calendar
          month,  that Interest Period shall end on the last Business Day in the
          calendar month in which that Interest Period is to end.

     The above rules will only apply to the last Month of any period.

     "Multiemployer  Plan"  means a  multiemployer  plan,  as defined in Section
     4001(a)(3) of ERISA,  to which the Parent or any ERISA  Affiliate is making
     or accruing an obligation to make  contributions,  or has within any of the
     preceding   five  plan  years  made  or  accrued  an   obligation  to  make
     contributions.

     "Multiple  Employer  Plan"  means a single  employer  plan,  as  defined in
     Section 4001(a)(15) of ERISA, that:

     (a)  is maintained  for employees of the Parent or any ERISA  Affiliate and
          at least one person other than the Parent and the ERISA Affiliates; or

     (b)  was so  maintained  and in  respect  of which the  Parent or any ERISA
          Affiliate  could have liability under Section 4064 or 4069 of ERISA in
          the event such plan has been or were to be terminated.

     "Net Debt" means Debt for Borrowed Money less Cash and Cash Equivalents.

     "New York  Business  Day" means a day (other  than a Saturday or Sunday) on
     which banks are open for general business in New York City.
<PAGE>

     "Obligors" means the Borrowers and the Guarantor.

     "OECD Jurisdiction" means a member country of the Organisation for Economic
     Co-operation and Development.

     "Optional  Currency"  means a currency (other than the Base Currency) which
     complies with the conditions set out in Clause 4.3 (Conditions  relating to
     Optional Currencies) or, in relation to the Euro Swingline Facility, Clause
     7.3 (Completion of a Utilisation Request for Swingline Loans).

     "Original Obligors" means the Original Borrowers and the Guarantor.

     "Overall Tranche A Commitment" of a Lender means:

     (a)  its Tranche A Commitment; or

     (b)  in the case of a Lender  which  does not have a Tranche A  Commitment,
          the Tranche A Commitment of a Lender which is its Affiliate.

     "Overall Tranche B Commitment" of a Lender means:

     (a)  its Tranche B Commitment; or

     (b)  in the case of a Lender  which  does not have a Tranche B  Commitment,
          the Tranche B Commitment of a Lender which is its Affiliate.

     "Participating  Member  State"  means  any  member  state  of the  European
     Communities  that adopts or has adopted the euro as its lawful  currency in
     accordance  with  legislation  of  the  European  Communities  relating  to
     Economic and Monetary Union.

     "Party"  means a party to this  Agreement  and includes its  successors  in
     title, permitted assigns and permitted transferees.

     "Patriot  Act" means the Uniting  and  Strengthening  America by  Providing
     Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
     Public Law 107-56, as amended.

     "PBGC" means the Pension Benefit Guaranty Corporation (or any successor).

     "Permitted   Security"   means  such  of  the  following  as  to  which  no
     enforcement,  collection,  execution,  levy or foreclosure proceeding shall
     have been commenced:

     (a)  Security for Taxes,  assessments and governmental charges or levies to
          the extent not  required to be paid under  Clause  23.3.1  (Payment of
          Taxes, Etc.);

     (b)  Security imposed by law, such as materialmen's, mechanics', carriers',
          workmen's and repairmen's  Security and other similar Security arising
          in the ordinary course of business  securing  obligations that are not
          overdue for a period of more than 30 days;

     (c)  pledges or deposits to secure obligations under workers'  compensation
          laws  or  similar   legislation  or  to  secure  public  or  statutory
          obligations;

     (d)  easements,  rights  of way and  other  encumbrances  on  title to real
          property  that do not  render  title to the real  property  encumbered
          thereby  unmarketable or materially  adversely  affect the use of such
          real property for its present purposes;

     (e)  any netting or set-off  arrangement  entered into by any member of the
          Group in the  ordinary  course  of its  banking  arrangements  for the
          purpose of netting debit and credit balances of members of the Group;

     (f)  any Security  arising  solely by virtue of the  maintenance  of a bank
          account by any member of the Group in the ordinary  course of business
          pursuant to the general  terms and  conditions  of the bank with which
          such account is held; and
<PAGE>
     (g)  any lien arising by  operation  of law and in the  ordinary  course of
          trading.

     "Plan" means a Single Employer Plan or a Multiple Employer Plan.

     "Policy  Guidelines"  means the 2005 Dutch Central Bank's Policy Guidelines
     (issued in relation to the Dutch  Exemption  Regulation)  dated 29 December
     2004  (Beleidsregel  2005  kernbegrippen  markttoetreding en handhaving Wtk
     1992) as amended from time to time.

     "Professional   Market   Party"   means   a   professional   market   party
     (professionele marktpartij) under the Dutch Exemption Regulation.

     "Public  Debt Rating"  means:  (i) as of any date until and  including  the
     Corporate  Bond  Repayment  Date,  the rating  that has been most  recently
     announced  by either  S&P or  Moody's  or both as the case may be,  for any
     class of non-credit  enhanced long-term senior unsecured debt issued by the
     Parent;  and (ii) as of any date  following  the Corporate  Bond  Repayment
     Date,  the rating that has been most  recently  announced  by either S&P or
     Moody's or both as the case may be with  respect to the  overall  financial
     capacity  (its  creditworthiness)  of  the  Parent  to  pay  its  financial
     obligations as they come due. For purposes of the foregoing:

     (a)  if only one of S&P and  Moody's  shall  have in  effect a Public  Debt
          Rating,  the Applicable Margin shall be determined by reference to the
          available rating;

     (b)  if neither S&P nor Moody's  shall have in effect a Public Debt Rating,
          the  Applicable  Margin shall be set in accordance  with Level 7 under
          the definition of "Applicable Margin", as the case may be;

     (c)  if the  ratings  established  by S&P and  Moody's  shall  fall  within
          different  levels,  the  Applicable  Margin  shall be  based  upon the
          average of the Applicable Margins which applies to each rating; and

     (d)  if S&P or  Moody's  shall  change  the  basis  on  which  ratings  are
          established, each reference to the Public Debt Rating announced by S&P
          or Moody's,  as the case may be,  shall  refer to the then  equivalent
          rating by S&P or Moody's, as the case may be.

     "Quotation Day" means, in relation to any period for which an interest rate
     is to be determined:

     (a)  (if the currency is euro) two TARGET Days before the first day of that
          period; or

     (b)  (for any other  currency)  two  Business  Days before the first day of
          that period,

     unless  market  practice  differs in the  Relevant  Interbank  Market for a
     currency,  in  which  case the  Quotation  Day for  that  currency  will be
     determined by the Agent in accordance  with market practice in the Relevant
     Interbank  Market  (and if  quotations  would  normally be given by leading
     banks in the Relevant  Interbank Market on more than one day, the Quotation
     Day will be the last of those days).

     "Reference Banks" means, in relation to:
<PAGE>
     (a)  LIBOR,  the principal  London offices of Citibank  International  PLC,
          Fortis   Bank    (Nederland)    N.V.   and    Cooperatieve    Centrale
          Raiffeisen-Boerenleenbank BA; and

     (b)  EURIBOR,  the  principal  office in the European  interbank  market of
          Citibank   International   PLC,  Fortis  Bank   (Nederland)  N.V.  and
          Cooperatieve Centrale Raiffeisen-Boerenleenbank BA,

     or such other banks as may be appointed by the Agent or the Euro  Swingline
     Agent (as appropriate) in consultation with the Parent.

     "Relevant  Interbank  Market"  means  in  relation  to euro,  the  European
     interbank  market,  and,  in  relation  to any other  currency,  the London
     interbank market.

     "Relevant Jurisdiction" means, in relation to an Obligor:

     (a)  its  jurisdiction of  incorporation  as listed in Part A of Schedule 1
          (The Original Parties); and

     (b)  any  jurisdiction  where it conducts its business.

     "Relevant Period" means each period of twelve months ending on the last day
     of the Parent's  financial  year and each period of twelve months ending on
     the last day of each of the first three quarters of the Parent's  financial
     year.

     "Resignation  Letter" means a letter  substantially  in the form set out in
     Schedule 9 (Form of Resignation Letter).

     "Revolving  Facility" means the Tranche A Revolving Facility or the Tranche
     B Revolving Facility.

     "Revolving  Facility  Loan" means a Tranche A Revolving  Facility Loan or a
     Tranche B Revolving Facility Loan.

     "Rollover Loan" means one or more Revolving Facility Loans:

     (a)  made or to be made on the same day that a maturing  Revolving Facility
          Loan is due to be repaid;

     (b)  the  aggregate  amount of which is equal to or less than the  maturing
          Revolving Facility Loan;

     (c)  in the same currency as the maturing  Revolving  Facility Loan (unless
          it arose as a result of the operation of Clause 6.2 (Unavailability of
          a currency)); and

     (d)  made or to be made for the purpose of refinancing a maturing Revolving
          Facility Loan.

     "Reacquisition Sale and Leaseback  Transaction" has the meaning given to it
     in Clause 23.9(e) (Merger).
<PAGE>
     "S&P"means   Standard  &  Poor's  Ratings  Services,   a  division  of  The
     McGraw-Hill  Companies,  Inc. or any  successor by merger or change of name
     which is a  nationally  recognised  rating  agency in the United  States of
     America.

     "Screen Rate" means:

     (a)  in  relation  to LIBOR,  the  British  Bankers'  Association  Interest
          Settlement Rate for the relevant currency and period; and

     (b)  in relation to EURIBOR,  the percentage  rate per annum  determined by
          the Banking Federation of the European Union for the relevant period,

     displayed on the appropriate  page of the Telerate  screen  (currently page
     3750 in  relation to LIBOR and page 248 in  relation  to  EURIBOR).  If the
     agreed page is replaced or service  ceases to be  available,  the Agent may
     specify  another  page or service  displaying  the  appropriate  rate after
     consultation with the Borrower and the Lenders.

     "Security" means any lien, security interest or other charge or encumbrance
     of any kind,  or any other  type of  preferential  arrangement,  including,
     without  limitation,  the lien or retained  security title of a conditional
     vendor and any easement, right of way or other encumbrance on title to real
     property.

     "Single  Employer Plan" means a single employer plan, as defined in Section
     4001(a)(15) of ERISA, that:

     (a)  is maintained  for employees of the Parent or any ERISA  Affiliate and
          no person other than the Parent and the ERISA Affiliates; or

     (b)  was so  maintained  and in  respect  of which the  Parent or any ERISA
          Affiliate  could have  liability  under  Section  4069 of ERISA in the
          event such plan has been or were to be terminated.

     "Specified  Time" means a time  determined  in  accordance  with Schedule 6
     (Timetables)

     "Subsidiary"  of any  person  means  any  corporation,  partnership,  joint
     venture,  limited liability company, trust or estate of which (or in which)
     more than 50% of:

     (a)  the issued and outstanding  capital stock having ordinary voting power
          to elect a  majority  of the board of  directors  of such  corporation
          (irrespective  of whether at the time capital stock of any other class
          or classes of such  corporation  shall or might have voting power upon
          the occurrence of any contingency);

     (b)  the  interest  in the  capital or profits  of such  limited  liability
          company, partnership or joint venture; or

     (c)  the beneficial interest in such trust or estate

     is at the time directly or  indirectly  owned or controlled by such person,
     by such person and one or more of its other  Subsidiaries or by one or more
     of such person's other Subsidiaries.
<PAGE>
     "Subsidiary  Guarantee"  has  the  meaning  given  to  it in  Clause  23.14
     (Subsidiary Guarantors).

     "Subsidiary  Guarantor"  has  the  meaning  given  to  it in  Clause  23.14
     (Subsidiary Guarantors).

     "Swingline  Facility"  means  the  Dollar  Swingline  Facility  or the Euro
     Swingline Facility.

     "Swingline Lender" means:

     (a)  an  Original  Lender  listed in Part BII of  Schedule 1 (The  Original
          Parties) as a Swingline Lender; and

     (b)  any other  person that  becomes a Swingline  Lender  after the date of
          this Agreement in accordance with Clause 26 (Changes to Lenders)

     which in each case has not  ceased to be a Party as a  Swingline  Lender in
     accordance with the terms of this Agreement.

     "Swingline Loan" means a Dollar Swingline Loan or a Euro Swingline Loan.

     "TARGET" means Trans-European  Automated Real-time Gross Settlement Express
     Transfer payment system.

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

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

     "Termination Date" means the date falling five years after the date of this
     Agreement, subject to the terms of Clause 11 (Extension of Facility).

     "Total  Commitments"  means the Total Tranche A  Commitments  and the Total
     Tranche B Commitments.

     "Total  Dollar  Swingline  Commitments"  means the  aggregate of the Dollar
     Swingline Commitments, being US$50,000,000 at the date of this Agreement.

     "Total  Euro  Swingline  Commitments"  means  the  aggregate  of  the  Euro
     Swingline Commitments, being EUR50,000,000 at the date of this Agreement;

     "Total  Tranche  A  Commitments"  means  the  aggregate  of the  Tranche  A
     Commitments, being US$350,000,000 at the date of this Agreement.

     "Total  Tranche  B  Commitments"  means  the  aggregate  of the  Tranche  B
     Commitments, being EUR400,000,000 at the date of this Agreement.

     "Tranche A  Available  Commitment"  means a Lender's  Tranche A  Commitment
     minus:
<PAGE>
     (a)  the Base  Currency  Amount  of its  participation  in any  outstanding
          Tranche A Loans; and

     (b)  in relation to any proposed  Utilisation,  the Base Currency Amount of
          its participation in any Tranche A Loans that are due to be made on or
          before the proposed Utilisation Date,

     other than that Lender's  participation in any Tranche A Loans that are due
     to be repaid or prepaid on or before the proposed Utilisation Date.

     "Tranche A  Borrower"  means the Parent or any  Additional  Borrower  which
     becomes a party hereto as a Borrower under the Tranche A Facility.

     "Tranche A Commitment" means:

     (a)  in  relation  to an  Original  Lender,  the amount in US  dollars  set
          opposite its name under the heading "Tranche A Commitment" in Schedule
          1 (The  Original  Lenders)  and the  amount  of any  other  Tranche  A
          Commitment transferred to it under this Agreement; and

     (b)  in  relation  to any other  Lender,  the  amount in US  dollars of any
          Tranche A Commitment transferred to it under this Agreement,

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

     "Tranche  A Loan"  means a Tranche A  Revolving  Facility  Loan or a Dollar
     Swingline Loan.

     "Tranche A  Revolving  Facility"  means the  multicurrency  revolving  loan
     facility  made  available  under this  Agreement as described in Clause 2.1
     (a)(i) (The Facility).

     "Tranche A Revolving  Facility  Loan" means a loan made or to be made under
     the Tranche A Revolving Facility.

     "Tranche B  Available  Commitment"  means a Lender's  Tranche B  Commitment
     minus:

     (a)  the Base  Currency  Amount  of its  participation  in any  outstanding
          Tranche B Loans; and

     (b)  in relation to any proposed  Utilisation,  the Base Currency Amount of
          its participation in any Tranche B Loans that are due to be made on or
          before the proposed Utilisation Date,

     other than that Lender's  participation in any Tranche B Loans that are due
     to be repaid or prepaid on or before the proposed Utilisation Date.

     "Tranche B Borrowers"  means the  Companies  listed in Part A of Schedule 1
     (The Original  Parties) as Tranche B Borrowers and any Additional  Borrower
     which becomes a party hereto as a Borrower under the Tranche B Facility.

     "Tranche B Commitment" means:
<PAGE>
     (a)  in relation to an Original Lender, the amount in euro set opposite its
          name under the  heading  "Tranche  B  Commitment"  in  Schedule 1 (The
          Original  Lenders)  and the amount of any other  Tranche B  Commitment
          transferred to it under this Agreement; and

     (b)  in relation to any other  Lender,  the amount in euro of any Tranche B
          Commitment transferred to it under this Agreement,

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

     "Tranche  B Loan"  means a  Tranche  B  Revolving  Facility  Loan or a Euro
     Swingline Loan.

     "Tranche B  Revolving  Facility"  means the  multicurrency  revolving  loan
     facility  made  available  under this  Agreement as described in Clause 2.1
     (a)(ii) (The Facility).

     "Tranche B Revolving  Facility  Loan" means a loan made or to be made under
     the Tranche B Revolving Facility.

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

     "Transfer Date" means, in relation to a transfer, the later of:

     (a)  the proposed Transfer Date specified in the Transfer Certificate; and

     (b)  the date on which the Agent executes the Transfer Certificate.

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

     "Utilisation" means a utilisation of a Facility.

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

     "Utilisation  Request" means a notice  substantially in the form set out in
     Schedule 3 (Utilisation Request).

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

     "Voting Stock" means capital stock issued by a  corporation,  or equivalent
     interests in any other person, the holders of which are ordinarily,  in the
     absence of  contingencies,  entitled to vote for the  election of directors
     (or persons performing similar functions) of such person, even if the right
     so to vote has been suspended by the happening of such a contingency.

1.2      Construction

     (a)  Unless a contrary indication appears a reference in this Agreement to:
<PAGE>
          (i)  "assets"  includes  present and future  properties,  revenues and
               rights of every description;

          (ii) the "European  interbank  market" means the interbank  market for
               euro operating in Participating Member States;

          (iii)a "Finance  Document" or any other  agreement or  instrument is a
               reference  to  that  Finance   Document  or  other  agreement  or
               instrument as amended or novated;

          (iv) a  "financial  year"  in  relation  to any  body  corporate  is a
               reference  to the period in respect of which such body  corporate
               produces its annual  accounts and  references to "financial  half
               years" and "financial quarters" shall be construed accordingly;

          (v)  "indebtedness"  includes  any  obligation  (whether  incurred  as
               principal  or as surety) for the payment or  repayment  of money,
               whether present or future, actual or contingent;

          (vi) a  "person"   means  an  individual,   partnership,   corporation
               (including  a  business  trust),  joint  stock  company,   trust,
               unincorporated  association,  joint  venture,  limited  liability
               company  or  other  entity,  or a  government  or  any  political
               subdivision or agency thereof;

          (vii)a   "regulation"   includes  any   regulation,   rule,   official
               directive,  request or guideline (whether or not having the force
               of law) of any governmental,  intergovernmental  or supranational
               body, agency, department or regulatory,  self-regulatory or other
               authority or organisation;

          (viii) a provision of law is a reference to that  provision as amended
               or re-enacted; and

          (ix) a time of day is a reference to London time.

     (b)  Section, Clause and Schedule headings are for ease of reference only.

     (c)  In this  Agreement,  any  reference  to a "Clause" or  "Schedule"  is,
          unless the context  otherwise  requires,  a  reference  to a Clause or
          Schedule hereof.

     (d)  Unless a contrary indication appears, a term used in any other Finance
          Document  or in any  notice  given  under  or in  connection  with any
          Finance  Document  has the same  meaning in that  Finance  Document or
          notice as in this Agreement.

     (e)  A Default (other than an Event of Default) is  "continuing"  if it has
          not been remedied or waived and an Event of Default is "continuing" if
          it has not been remedied or waived.

1.3      Construction of Dutch Terms
<PAGE>
     In   this Agreement, where it relates to a Dutch entity, a reference to:

     (a) a necessary  action to authorise  where  applicable,  includes  without
     limitation:

          (i) any action  required to comply with the Dutch Works  Councils  Act
          (Wet op de ondernemingsraden); and

          (ii)  obtaining an  unconditional  positive  advice  (advies) from the
          competent works council(s);

     (b) a winding-up,  administration  or  dissolution  includes a Dutch entity
     being:

          (i) declared bankrupt (failliet verklaard);

          (ii) dissolved (ontbonden);

     (c) a moratorium  includes  surseance van betaling and granted a moratorium
     includes surseance verleend;

     (d) a trustee in bankruptcy includes a curator;

     (e) an administrator includes a bewindvoerder;

     (f)  a(n)   (administrative)   receiver  does  not  include  a  curator  or
     bewindvoerder; and

     (g) an attachment includes a beslag.

1.4      Construction of Luxembourg Terms

     In this Agreement, where it relates to a Luxembourg entity, a reference to:

     (a)  a  winding-up,  administration  or  dissolution  includes a Luxembourg
          entity  being  declared  in  a  situation  of,   without   limitation,
          bankruptcy (faillite),  insolvency,  voluntary or judicial liquidation
          (liquidation  voluntaire or  judiciaire),  composition  with creditors
          (concordat  preventif de faillite),  reprieve from payment  (sursis de
          paiement),  controlled  management  (gestion  controlee),   fraudulent
          conveyance,  general  settlement  with  creditors,  reorganisation  or
          similar laws affecting the rights of creditors generally; and

     (b)  a  trustee  in  bankruptcy,  administrator,  receiver,  administrative
          receiver, compulsory manager or manager includes the nomination of any
          commissaire,   juge-commissaire,   curateur,  liquidateur  or  similar
          officer in relation to a Luxembourg entity.

1.5      Currency Symbols and Definitions

     "US$" and "US  dollars"  denote  lawful  currency  of the United  States of
     America,  "(pound)" and "sterling"  denotes  lawful  currency of the United
     Kingdom, "Yen" denotes the lawful currency of Japan, "Swiss francs" denotes
     the lawful  currency of  Switzerland  and "EUR" and "euro" means the single
     currency unit of the Participating Member States.

1.6      Third party rights
<PAGE>
     Unless expressly  provided to the contrary in a Finance Document,  a person
     who is not a party to this  Agreement  has no  right  under  the  Contracts
     (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce any
     term of this Agreement.
<PAGE>
                                   SECTION 2.

                                  THE FACILITY

2.       THE FACILITY

2.1      The Facility

     (a)  Subject to the terms of this Agreement,  the Lenders make available to
          the Borrowers:

          (i)  a  multicurrency  revolving  loan facility made  available to the
               Tranche A Borrower(s)  in an aggregate  amount equal to the Total
               Tranche A Commitments; and

          (ii) a  multicurrency  revolving  loan facility made  available to the
               Tranche B Borrowers  in an  aggregate  amount  equal to the Total
               Tranche B Commitments.

     (b)  Subject to the terms of this  Agreement,  the  Swingline  Lenders make
          available to the Borrowers:

          (i)  (as a sub-limit of the Tranche A Revolving  Facility) a US dollar
               swingline   loan  facility  made   available  to  the  Tranche  A
               Borrower(s)  in an  aggregate  amount  equal to the Total  Dollar
               Swingline Facility Commitments; and

          (ii) (as a  sub-limit  of the  Tranche B  Revolving  Facility)  a euro
               swingline loan facility made available to the Tranche B Borrowers
               in an aggregate amount equal to the Total Euro Swingline Facility
               Commitments.

     Clauses 2.1 (a) and 2.1 (b) are subject to the restriction  that at no time
     may the aggregate of the total amounts drawn under each Facility exceed the
     Total Tranche A Commitments or the Total Tranche B Commitments, as the case
     may be.

2.2      Lenders' rights and obligations

          (a)  The  obligations  of each Lender under the Finance  Documents are
               several. Failure by a Lender to perform its obligations under the
               Finance  Documents  does not affect the  obligations of any other
               Party  under  the  Finance   Documents.   No  Finance   Party  is
               responsible  for the obligations of any other Finance Party under
               the Finance Documents.

          (b)  The rights of each Lender under or in connection with the Finance
               Documents  are  separate  and  independent  rights  and any  debt
               arising  under  the  Finance  Documents  to  a  Lender  from  the
               Borrowers shall be a separate and independent debt.

          (c)  A Finance  Party may,  except as otherwise  stated in the Finance
               Documents,  separately  enforce  its  rights  under  the  Finance
               Documents.

2.3      Lenders' PMP representations
<PAGE>
          (a)  Each Original Lender  explicitly  declares and represents that it
               is a Professional Market Party and that it is aware that:

               (i)  it therefore does not benefit from the (creditor) protection
                    under the Dutch Banking Act; and

               (ii) each Borrower  incorporated  in the  Netherlands  has relied
                    upon this representation.

          (b)  This  declaration  and  representation  is made by each  Original
               Lender on the date of this Agreement and on the date a New Lender
               becomes  a  Lender,   it  is  required   such  New  Lender  is  a
               Professional  Market  Party,  each  New  Lender  shall  make  the
               representation   set  out  in   paragraph   4  of  the   Transfer
               Certificate.

3.       PURPOSE

3.1      Purpose

          (a)  Each  Tranche A Borrower  shall apply all amounts  borrowed by it
               under the Tranche A  Revolving  Facility  for  general  corporate
               purposes, including the refinancing of the Existing 2001 Facility
               and for commercial paper backstop purposes.

          (b)  Each  Tranche B Borrower  shall apply all amounts  borrowed by it
               under the Tranche B  Revolving  Facility  for  general  corporate
               purposes,   including  the   refinancing  of  the  Existing  2002
               Facility.

          (c)  Each  Tranche A Borrower  shall apply all amounts  borrowed by it
               under the Dollar  Swingline  Facility towards (i) refinancing any
               note or other  instrument  maturing  under any dollar  commercial
               paper  programme  of such  Tranche A  Borrower  and (ii)  general
               corporate purposes.

          (d)  Each  Tranche B Borrower  shall apply all amounts  borrowed by it
               under the Euro Swingline  Facility towards the general  corporate
               purposes of such Tranche B Borrower.

     A Swingline  Loan may not be applied in repayment or  prepayment of another
     Swingline Loan.

3.2      Monitoring

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

4.       CONDITIONS OF UTILISATION

4.1      Initial conditions precedent

     No Borrower may deliver a Utilisation Request unless the Agent has received
     all of the documents and other evidence listed in Schedule 2
<PAGE>
     (Conditions precedent) in form and substance satisfactory to the Agent. The
     Agent shall notify the  relevant  Borrower  and the Lenders  promptly  upon
     being so satisfied.

4.2      Further conditions precedent

     The  Lenders  will only be obliged  to comply  with  Clause  5.4  (Lenders'
     participation)  if on  the  date  of  the  Utilisation  Request  and on the
     proposed Utilisation Date:

     (a)  in the case of a Rollover  Loan,  no Event of Default is continuing or
          would  result  from the  proposed  Loan and,  in the case of any other
          Loan, no Default is continuing or would result from the proposed Loan;
          and

     (b)  the   representations   and   warranties   contained   in   Clause  22
          (Representations and Warranties), other than those set out in the last
          sentence  of Clause  22.5  (Financial  Statements),  paragraph  (a) of
          Clause 22.6 (No proceedings pending or threatened) and paragraphs (a),
          (b) and (c) of Clause 22.10 (No misleading  information),  are correct
          on and as of the Utilisation Date.

4.3      Conditions relating to Optional Currencies

     (a)  A currency  will  constitute  an  Optional  Currency  in relation to a
          Revolving Facility Loan if:

          (i)  it is  readily  available  in  the  amount  required  and  freely
               convertible  into the Base  Currency  in the  Relevant  Interbank
               Market on the  Quotation  Day and the  Utilisation  Date for that
               Loan; and

          (ii) it is US dollars  (in the case of the Tranche A  Facility),  euro
               (in the case of the Tranche B Facility),  sterling,  Swiss francs
               or  Yen  or  has  been  approved  by  the  Agent  (acting  on the
               instructions  of all the  Lenders)  on or prior to receipt by the
               Agent of the Utilisation Request for that Loan.

     (b)  If the Agent has  received a written  request  from a  Borrower  for a
          currency to be approved under paragraph  (a)(ii) above, the Agent will
          confirm to that Borrower by the Specified Time:

          (i)  whether or not the Lenders have granted their approval; and

          (ii) if  approval  has been  granted,  the  minimum  amount  (and,  if
               required,  integral multiples) for any subsequent  Utilisation in
               that currency.

4.4      Maximum number of Loans

     (a)  No  Borrower  may  deliver  a  Utilisation  Request  in  respect  of a
          Revolving  Facility  Loan if as a result of the  proposed  Utilisation
          more than 25 Revolving Facility Loans would be outstanding.

     (b)  No  Borrower  may  deliver  a  Utilisation  Request  in  respect  of a
          Swingline  Facility  Loan if as a result of the  proposed  Utilisation
          more than 5 Swingline Facility Loans would be outstanding.
<PAGE>
     (c)  Any Loan made by a single Lender under Clause 6.2 (Unavailability of a
          currency) shall not be taken into account in this Clause 4.4.
<PAGE>
                                   SECTION 3.

                                   UTILISATION

5.       UTILISATION - REVOLVING FACILITIES

5.1      Delivery of a Utilisation Request

     A  Borrower  may  utilise a  Facility  by  delivery  to the Agent of a duly
     completed Utilisation Request not later than the Specified Time.

5.2      Completion of a Utilisation Request

     (a)  Each  Utilisation  Request  in  respect  of a  Revolving  Facility  is
          irrevocable  and will not be regarded  as having  been duly  completed
          unless:

          (i)  it identifies the Facility to be Utilised;

          (ii) the  proposed  Utilisation  Date is a  Business  Day  within  the
               Availability Period;

          (iii)the  currency  and amount of the  Utilisation  comply with Clause
               5.3 (Currency and amount); and

          (iv) the proposed  Interest  Period  complies with Clause 13 (Interest
               Periods).

     (b)  Only one Revolving  Facility Loan may be requested in each Utilisation
          Request.

5.3      Currency and amount

     (a)  The currency  specified in a Utilisation  Request must be the relevant
          Base Currency or an Optional Currency.

     (b)  The amount of the proposed  Loan must be an amount whose Base Currency
          Amount is not more than the relevant Available Facility and which is:

          (i)  (in the case of a Tranche A Loan) if the currency selected is the
               relevant  Base  Currency,  a  minimum  of  US$5,000,000  (and  an
               integral  multiple  of  US$5,000,000)  or an amount  equal to the
               relevant Available Facility;

          (ii) (in the case of a Tranche B Loan) if the currency selected is the
               relevant  Base  Currency,  a  minimum  of  EUR5,000,000  (and  an
               integral  multiple  of  EUR5,000,000)  or an amount  equal to the
               relevant Available Facility; or

          (iii)if the  currency  selected is an Optional  Currency,  the minimum
               amount (or an integral  multiple,  if required)  specified by the
               Agent  pursuant to paragraph  (b) (ii) of Clause 4.3  (Conditions
               relating  to  Optional  Currencies)  or the  equivalent  in  such
               Optional  Currency of the Base  Currency  Amount of the  relevant
               Available Facility.
<PAGE>
5.4      Lenders' participation

     (a)  If the conditions set out in this Agreement have been met, each Lender
          shall make its participation in each Revolving Facility Loan available
          through its Facility Office.

     (b)  The amount of each Lender's  participation in each Revolving  Facility
          Loan will be equal to the proportion borne by its applicable Available
          Commitment to the applicable  Available Facility  immediately prior to
          making the Loan.

     (c)  The Agent shall  notify each  Lender of the amount,  currency  and the
          Base Currency Amount of each Revolving  Facility Loan at the Specified
          Time.

6.       OPTIONAL CURRENCIES

6.1      Selection of currency

     A Borrower  shall  select the  currency of a Revolving  Facility  Loan in a
     Utilisation Request.

6.2      Unavailability of a currency

     If before the Specified Time on any Quotation Day:

     (a)  the Agent has received notice from a Lender that the Optional Currency
          requested is not readily available to it in the amount required; or

     (b)  a Lender  notifies the Agent that  compliance  with its  obligation to
          participate  in a Revolving  Facility  Loan in the  proposed  Optional
          Currency would contravene a law or regulation applicable to it,

     the Agent will give notice to the  relevant  Borrower to that effect by the
     Specified  Time on that day.  In this event,  any Lender that gives  notice
     pursuant  to  this  Clause  6.2  will be  required  to  participate  in the
     Revolving  Facility  Loan in the relevant Base Currency (in an amount equal
     to that Lender's proportion of the Base Currency Amount, or in respect of a
     Rollover  Loan,  an amount equal to that  Lender's  proportion  of the Base
     Currency  Amount of the  maturing  Loan that is due to be  repaid)  and its
     participation  will  be  treated  as a  separate  Revolving  Facility  Loan
     denominated in the relevant Base Currency during that Interest Period.

6.3      Participation in a Loan

     Each Lender's participation in a Revolving Facility Loan will be determined
     in accordance with paragraph (b) of Clause 5.4 (Lenders' participation).

7.       UTILISATION - SWINGLINE LOANS

7.1      General

     7.1.1 The following Clauses do not apply to a Swingline Facility Loan:
<PAGE>
          (a)  Clause 4.2 (Further  conditions  precedent)  and 4.3  (Conditions
               relating to optional currencies);

          (b)  Clause 5 (Utilisation - Revolving Facilities);

          (c)  Clause 6 (Optional currencies);

          (d)  Clause 12 (Interest) as it applies to the calculation of interest
               on a Loan but not default interest on an overdue amount;

          (e)  Clause 13.1 (Selection of Interest Periods); and

          (f)  (in  relation to a Dollar  Swingline  Loan) Clause 14 (Changes to
               the calculation of interest),

7.2      Delivery of a Utilisation Request for Swingline Loans

     (a)  A Borrower  may  utilise a  Swingline  Facility  by delivery to the US
          Swingline Agent or the Euro Swingline Agent, as appropriate, of a duly
          completed  Utilisation  Request  in the form of Part B of  Schedule  3
          (Utilisation Request) not later than the Specified Time.

     (b)  Each Utilisation Request for a Swingline Facility Loan must be sent to
          the US Swingline Agent or the Euro Swingline Agent, as appropriate, to
          the address  (i) in respect of a Dollar  Swingline  Loan,  in New York
          City or (ii) in respect of a Euro Swingline  Loan, in London  notified
          by the US Swingline Agent or the Euro Swingline Agent (as the case may
          be) for this purpose with a copy to its address  referred to in Clause
          33 (Notices).

7.3      Completion of a Utilisation Request for Swingline Loans

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

          (i)  it identifies the Borrower;

          (ii) it  specifies  that it is for a Dollar  Swingline  Loan or a Euro
               Swingline Loan;

          (iii)in respect of a Dollar  Swingline Loan, the proposed  Utilisation
               Date  is a New  York  Business  Day,  and  in  respect  of a Euro
               Swingline  Loan,  a  Business  Day  in  either  case  within  the
               Availability Period;

          (iv) in the case of a Dollar  Swingline  Loan, it is denominated in US
               dollars  and  in  the  case  of a  Euro  Swingline  Loan,  it  is
               denominated in euro, sterling or US dollars;

          (v)  the amount of the proposed  Swingline  Loan is an amount which is
               not more than the  Available  Dollar  Swingline  Facility  or the
               Available  Euro  Swingline  Facility,  as  appropriate,  and is a
               minimum  of   US$5,000,000   for  a  Dollar   Swingline  Loan  or
               EUR5,000,000  (or  equivalent  in  another  currency)  for a Euro
               Swingline  Loan  or,  if less,  the  Available  Dollar  Swingline
               Facility  or  the   Available   Euro   Swingline   Facility,   as
               appropriate; and
<PAGE>
          (vi) the proposed Interest Period:

               (1)  does not overrun the relevant Availability Period;

               (2)  in the case of a Dollar  Swingline  Loan is a period  of not
                    more than five New York Business Days; and

               (3)  in the case of a Euro Swingline Loan is a period of not more
                    than five Business Days.

     (b)  Only one Swingline Loan may be requested in each Utilisation Request.

     (c)  A currency  will  constitute  an Optional  Currency in relation to the
          Euro Swingline Facility if it is US dollars or sterling.

7.4      Swingline Lenders' participation

     (a)  If the  conditions  set out in this  Agreement  have  been  met,  each
          Swingline Lender shall make its participation in each Dollar Swingline
          Loan  available  through its Facility  Office in New York City or such
          other  place as is in the same  time  zone as New York  City and shall
          make its  participation in each Euro Swingline Loan available  through
          its Facility Office in the relevant interbank market.

     (b)  The  Swingline  Lenders will only be obliged to comply with  paragraph
          (a)  above  if on the  date  of  the  Utilisation  Request  and on the
          proposed Utilisation Date:

          (i)  no  Default  is  continuing  or would  result  from the  proposed
               Utilisation; and

          (ii) the  representations  and  warranties   contained  in  Clause  22
               (Representations and Warranties), other than those set out in the
               last sentence of Clause 22.5  (Financial  Statements),  paragraph
               (a) of Clause 22.6 (No  proceedings  pending or  threatened)  and
               paragraphs  (a),  (b)  and (c) of  Clause  22.10  (No  misleading
               information), are true and correct.

     (c)  The amount of each  Swingline  Lender's  participation  in each Dollar
          Swingline Loan will be equal to the proportion  borne by its Available
          Dollar Swingline Commitment to the Available Dollar Swingline Facility
          immediately prior to making a Dollar Swingline Loan,  adjusted to take
          account of any limit applying under Clause 7.5 (Relationship  with the
          Revolving Facility).

     (d)  The  amount  of each  Swingline  Lender's  participation  in each Euro
          Swingline Loan will be equal to the proportion  borne by its Available
          Euro Swingline  Commitment to the Available  Euro  Swingline  Facility
          immediately  prior to making a Euro Swingline  Loan,  adjusted to take
          account of any limit applying under Clause 7.5 (Relationship  with the
          Revolving Facility).
<PAGE>
     (e)  The US  Swingline  Agent  shall  notify each  Swingline  Lender of the
          amount of each  Dollar  Swingline  Loan and the Euro  Swingline  Agent
          shall  notify  each  Swingline  Lender  of the  amount  of  each  Euro
          Swingline  Loan and its  participation  in that  Swingline Loan by the
          Specified Time.

7.5      Relationship with the Revolving Facility

     (a)  This Clause 7.5 applies when a Swingline  Loan is outstanding or is to
          be borrowed.

     (b)  The  Tranche  A  Revolving  Facility  may be  used  by  way of  Dollar
          Swingline Loans.  The Dollar Swingline  Facility is not independent of
          the Tranche A Revolving Facility.

     (c)  The Tranche B Revolving  Facility may be used by way of Euro Swingline
          Loans. The Euro Swingline Facility is not independent of the Tranche B
          Revolving Facility.

     (d)  Notwithstanding  any  other  term of this  Agreement  a Lender is only
          obliged to participate in:

          (i)  a Tranche A Loan or a Dollar Swingline Loan to the extent that it
               would not result in its  participation and that of a Lender which
               is its  Affiliate  in the Tranche A Loans  exceeding  its Overall
               Tranche A Commitment; and

          (ii) a Tranche B Loan or a Euro  Swingline  Loan to the extent that it
               would not result in its  participation and that of a Lender which
               is its  Affiliate  in the Tranche B Loans  exceeding  its Overall
               Tranche B Commitment.

     (e)  Where, but for the operation of paragraph (d) above, the relevant Base
          Currency Amount of a Lender's participation and that of a Lender which
          is its Affiliate in the Loans would have exceeded its Overall  Tranche
          A  Commitment  or Overall  Tranche B  Commitment,  the excess  will be
          apportioned among the other Lenders participating in the relevant Loan
          pro rata according to their relevant  Tranche A Commitments or Tranche
          B Commitments.  This calculation will be applied as often as necessary
          until the Loan is apportioned  among the relevant  Lenders in a manner
          consistent with paragraph (d) above.

8.       SWINGLINE LOANS

8.1      Repayment

     (a)  Each  Borrower  that has  drawn a  Swingline  Loan  shall  repay  that
          Swingline Loan on the last day of its Interest Period.

     (b)  If a Swingline  Loan is not repaid in full on its due date,  the Agent
          shall (if requested to do so in writing by any affected  Lender) set a
          date (the "Loss Sharing Date") on which payments shall be made between
          the Lenders to re-distribute the unpaid amount between them. The Agent
          shall give at least 3 Business Days notice to each affected  Lender of
          the Loss  Sharing  Date and  notify  it of the  amounts  to be paid or
          received by it.
<PAGE>
     (c)  On the  Loss  Sharing  Date  each  Lender  must pay to the  Agent  its
          Proportion of the Unpaid Amount minus its (or its Affiliate's)  Unpaid
          Swingline  Participation  (if any). If this produces a negative figure
          for a Lender no amount need be paid by that Lender.

     (d)  For the purposes of this Clause 8.1 (Repayment):

     "Proportion" of a Lender means

          (i)  in respect of an Unpaid Amount under a Dollar  Swingline Loan the
               proportion borne by:

               (A)  its  Tranche  A  Commitment  (or,  if the  Total  Tranche  A
                    Commitments   are  then  zero,   its  Tranche  A  Commitment
                    immediately  prior to their  reduction  to zero)  minus  the
                    amount of its  participation  (or that of a Lender  which is
                    its  Affiliate)  in any  outstanding  Tranche  A Loans  when
                    converted  into the  relevant  Base  Currency at the Agent's
                    Spot Rate of Exchange (but ignoring its (or its Affiliate's)
                    participation in the unpaid Dollar Swingline Loan): to

               (B)  the Total Tranche A Commitments  (or, if the Total Tranche A
                    Commitments  are then zero,  the Total Tranche A Commitments
                    immediately  prior to their  reduction  to zero)  minus  any
                    outstanding  Tranche A Loans (but ignoring the unpaid Dollar
                    Swingline Loan); and

          (ii) in respect of an Unpaid  Amount under a Euro  Swingline  Loan the
               proportion borne by:

               (A)  its  Tranche  B  Commitment  (or,  if the  Total  Tranche  B
                    Commitments   are  then  zero,   its  Tranche  B  Commitment
                    immediately  prior to their  reduction  to zero)  minus  the
                    amount of its  participation  in any  outstanding  Tranche B
                    Loans when  converted into the relevant Base Currency at the
                    Agent's   Spot   Rate  of   Exchange   (but   ignoring   its
                    participation in the unpaid Euro Swingline Loan): to

               (B)  the Total Tranche B Commitments  (or, if the Total Tranche B
                    Commitments  are then zero,  the Total Tranche B Commitments
                    immediately  prior to their  reduction  to zero)  minus  any
                    outstanding  Tranche B Loans (but  ignoring  the unpaid Euro
                    Swingline Loan).

     "Unpaid  Amount" means,  in relation to a Swingline Loan, any principal not
     repaid  and/or  any  interest  accrued  but unpaid on that  Swingline  Loan
     calculated from the Utilisation Date to the Loss Sharing Date.

     "Unpaid Swingline  Participation" of a Lender means that part of the Unpaid
     Amount  (if  any)  owed  to that  Lender  (or its  Affiliate)  (before  any
     re-distribution under this Clause 8.1 (Repayment)).

     "Shortfall"  of a  Swingline  Lender  is an  amount  equal  to  its  Unpaid
     Swingline  Participation  minus its (or its Affiliate's)  Proportion of the
     Unpaid Amount.
<PAGE>
     (e)  Out of the funds  received by the Agent pursuant to sub-clause (c) the
          Agent  shall  pay to each  Swingline  Lender  an  amount  equal to the
          Shortfall (if any) of that Swingline Lender.

     (f)  If the  amount  actually  received  by the Agent  from the  Lenders is
          insufficient  to pay the full amount of the Shortfall of all Swingline
          Lenders then the amount actually received will be distributed  amongst
          the  Swingline  Lenders pro rata to the  Shortfall  of each  Swingline
          Lender.

     (g)

          (i)  On a payment under this Clause 8.1 (Repayment), the paying Lender
               will be subrogated  to the rights of the Swingline  Lenders which
               have shared in the payment received.

          (ii) If and to the  extent a paying  Lender is not able to rely on its
               rights under sub-paragraph (i) above, the relevant Borrower shall
               be liable to the paying Lender for a debt equal to the amount the
               paying Lender has paid under this Clause 8.1 (Repayment).

          (iii)Any  payment  under this Clause 8.1  (Repayment)  does not reduce
               the obligations in aggregate of any Obligor.

8.2      Voluntary Prepayment of Swingline Loans

     (a)  The Borrower to which a Swingline Loan has been made may prepay at any
          time the whole of that Swingline Loan.

     (b)  Unless a contrary  indication  appears in this Agreement,  any part of
          the  Swingline   Facility  which  is  prepaid  may  be  reborrowed  in
          accordance with the terms of this Agreement.

8.3      Interest

     (a)  The rate of interest on each Dollar  Swingline Loan for any day during
          its Interest Period is the higher of:

          (i)  the prime commercial  lending rate in US dollars announced by the
               US  Swingline  Agent at the  Specified  Time and in force on that
               day; and

          (ii) 0.50 per cent.  per annum over the rate per annum  determined  by
               the US Swingline Agent to be the Federal Funds Rate (as published
               by the Federal Reserve Bank of New York) for that day.

     (b)  The rate of  interest on each Euro  Swingline  Loan for any day during
          its Interest Period is the Euro Swingline Rate.

     (c)  The Agent shall promptly notify the Swingline Lenders and the relevant
          Borrower of the  determination of the rate of interest under paragraph
          (a) or (b) above.
<PAGE>
(d)               Each Borrower shall pay accrued interest on each Swingline
                  Loan made to it on the last day of its Interest Period.

8.4      Interest Period

     (a)  Each Swingline Loan has one Interest Period only.

     (b)  The  Interest  Period for a  Swingline  Loan must be  selected  in the
          relevant Utilisation Request.

8.5      Swingline Agents

     (a)  The Euro  Swingline  Agent  and the  Dollar  Swingline  Agent may each
          perform their duties in respect of the Euro Swingline Facility and the
          Dollar Swingline Facility,  respectively,  through an Affiliate acting
          as their agent.

     (b)  Notwithstanding  any other term of this Agreement and without limiting
          the liability of any Obligor under the Finance Documents:

          (i)  each  Swingline  Lender shall (in  proportion to its share of the
               Total  Dollar  Swingline  Commitments  or,  if the  Total  Dollar
               Swingline  Commitments  are then zero,  to its share of the Total
               Dollar Swingline Commitments immediately prior to their reduction
               to zero) pay to or indemnify the US Swingline Agent, within three
               New York Business Days of demand,  for or against any cost,  loss
               or liability  incurred by the US  Swingline  Agent (other than by
               reason of the US Swingline  Agent's  gross  negligence  or wilful
               misconduct)  in  acting  as US  Swingline  Agent  for the  Dollar
               Swingline  Facility  under the Finance  Documents  (unless the US
               Swingline Agent has been  reimbursed by an Obligor  pursuant to a
               Finance Document); and

          (ii) each  Swingline  Lender shall (in  proportion to its share of the
               Total Euro Swingline  Commitments or, if the Total Euro Swingline
               Commitments  are  then  zero,  to its  share  of the  Total  Euro
               Swingline  Commitments  immediately  prior to their  reduction to
               zero) pay to or indemnify the Euro Swingline Agent,  within three
               Business  Days  of  demand,  for or  against  any  cost,  loss or
               liability  incurred by the Euro  Swingline  Agent  (other than by
               reason of the Euro Swingline  Agent's gross  negligence or wilful
               misconduct)  in  acting  as Euro  Swingline  Agent  for the  Euro
               Swingline  Facility under the Finance  Documents (unless the Euro
               Swingline Agent has been  reimbursed by an Obligor  pursuant to a
               Finance Document).

8.6     Conditions of assignment or transfer

     Notwithstanding  any other term of this  Agreement,  each Swingline  Lender
     shall ensure that at all times its Overall Tranche A Commitment is not less
     than  its  Dollar  Swingline  Commitment  (or if it does  not have a Dollar
     Swingline Commitment,  the Dollar Swingline Commitment of a Lender which is
     its  Affiliate)  and its Overall  Tranche B Commitment is not less than its
     Euro  Swingline  Commitment  (or if it  does  not  have  a  Euro  Swingline
     Commitment,  the  Euro  Swingline  Commitment  of a  Lender  which  is  its
     Affiliate).
<PAGE>
                                   SECTION 4.

                     REPAYMENT, PREPAYMENT AND CANCELLATION

9.       REPAYMENT

9.1      Repayment of Loans

     Each Borrower  which has drawn a Loan shall repay that Loan on the last day
     of its Interest Period.

10.      PREPAYMENT AND CANCELLATION

10.1     Illegality

     If, at any time, it is or will become  unlawful in any  jurisdiction  for a
     Lender to perform any of its  obligations as contemplated by this Agreement
     or to fund its participation in any Loan:

     (a)  that Lender shall  promptly  notify the Agent upon  becoming  aware of
          that event;

     (b)  upon the Agent  notifying the Company,  the  Commitment of that Lender
          will be immediately cancelled; and

     (c)  each  Borrower  shall repay that Lender's  participation  in the Loans
          made to that Borrower on the last day of the Interest  Period for each
          Loan  occurring  after the  Agent  has  notified  the  Company  or, if
          earlier,  the date specified by the Lender in the notice  delivered to
          the Agent.

10.2     Change of Control

     (a)  Subject to paragraph  (b) below,  upon the  occurrence  of a Change of
          Control and at the request of the  Majority  Lenders,  the  Facilities
          will be cancelled  and all  outstanding  Loans,  together with accrued
          interest,  and all other amounts accrued under the Finance  Documents,
          shall become immediately due and payable.

     (b)  For the purposes of paragraph (a), above, a Change of Control shall be
          deemed not to have  occurred  for the  purposes of this  Agreement  if
          paragraph (a) or (b) in the definition of "Change of Control"  applies
          and the person or persons  referred to in such paragraph has or have a
          Public Debt Rating with a stable  outlook  which is equal to or better
          than that of the Parent  immediately  before what would,  but for this
          paragraph (b), have been a Change of Control.

     For the purposes of this Clause 10.2 (Change of Control):

     "Change of Control" means:

     (a)  any person or two or more  persons  acting in concert  (other than any
          Founder)  acquiring  beneficial  ownership (within the meaning of Rule
          13d-3 of the United States  Securities and Exchange  Commission  under
          the  United  States  Securities  Exchange  Act of 1934),  directly  or
          indirectly,  of  Voting  Stock  of the  Parent  (or  other  securities
<PAGE>
          convertible  into such Voting Stock)  representing  20% or more of the
          combined voting power of all Voting Stock of the Parent; or

     (b)  any person or two or more  persons  acting in concert  (other than any
          Founder)  acquiring  by contract  or  otherwise,  or  entering  into a
          contract or arrangement that, upon consummation, will result in its or
          their acquisition of the power to exercise,  directly or indirectly, a
          controlling influence over the management or policies of the Parent.

10.3     Acquisition for Merger

     (a)  Subject to paragraph (b) below,  upon the acquisition by an Obligor of
          a person which is not an Obligor,  where such  acquisition  is made in
          contemplation  of a merger  between such Obligor and such other person
          whether  or not  the  surviving  entity  is such  Obligor,  and at the
          request of the Majority Lenders,  the Facilities will be cancelled and
          all outstanding Loans,  together with accrued interest,  and all other
          amounts accrued under the Finance Documents,  shall become immediately
          due and payable.

     (b)  Paragraph  (a) above  shall only apply if, as a direct  result of such
          acquisition, the Public Debt Rating of the Parent quoted by Moody's or
          S&P  (including  any change in terms of its outlook) is worse than its
          Public Debt Rating immediately prior to such acquisition.

10.4     Voluntary cancellation

     (a)  The Company may, if it gives the Agent not less than 5 Business  Days'
          prior notice,  cancel the whole or any part (being a minimum amount of
          US$10,000,000  and an  integral  multiple  of  US$5,000,000  (or their
          equivalent  in  another  currency  or  currencies))  of the  Tranche A
          Available Facility.

     (b)  The Company may, if it gives the Agent not less than 5 Business  Days'
          prior notice,  cancel the whole or any part (being a minimum amount of
          EUR10,000,000  and an  integral  multiple  of  EUR5,000,000  (or their
          equivalent  in  another  currency  or  currencies))  of the  Tranche B
          Available Facility.

     (c)  Any  cancellation  under this Clause 10.4 shall reduce the Commitments
          of the Lenders rateably under the Facility.

10.5     Voluntary Prepayment

     (a)  A Borrower  may, if it gives the Agent not less than 5 Business  Days'
          prior notice, prepay the whole or any part of a Tranche A Loan (but if
          in part,  being an amount that reduces the Base Currency Amount of the
          Loan by a minimum amount of US$10,000,000  and an integral multiple of
          US$5,000,000 (or their equivalent in another currency or currencies)).

     (b)  A Borrower  may, if it gives the Agent not less than 5 Business  Days'
          prior notice, prepay the whole or any part of a Tranche B Loan (but if
<PAGE>
          in part,  being an amount that reduces the Base Currency Amount of the
          Loan by a minimum amount of EUR10,000,000  and an integral multiple of
          EUR5,000,000 (or their equivalent in another currency or currencies)).

10.6     Right of repayment and cancellation in relation to a single Lender

     (a)  If:

          (i)  any sum  payable to any Lender by an  Obligor is  required  to be
               increased under paragraph (c) of Clause 16.2 (Tax gross-up); or

          (ii) any Lender  claims  indemnification  from an Obligor under Clause
               16.3 (Tax indemnity) or Clause 17.1 (Increased costs),

          the  Company  may,  whilst  the   circumstance   giving  rise  to  the
          requirement  or  indemnification  continues,  give the Agent notice of
          cancellation  of the  Commitment  of that Lender and its  intention to
          procure the repayment of that Lender's participation in the Loans.

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

     (c)  On the last day of each  Interest  Period which ends after the Company
          has given notice under  paragraph (a) above (or, if earlier,  the date
          specified  by the Company in that  notice),  each  Borrower to which a
          Loan is outstanding  shall repay that Lender's  participation  in that
          Loan together with all  reasonable  costs,  fees and expenses owing to
          such Lender in accordance with the terms of this Agreement.

10.7     Restrictions

     (a)  Any notice of cancellation or prepayment given by any Party under this
          Clause  10 shall be  irrevocable  and,  unless a  contrary  indication
          appears in this Agreement,  shall specify the date or dates upon which
          the relevant  cancellation  or prepayment is to be made and the amount
          of that cancellation or prepayment.

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

     (c)  Unless a contrary  indication  appears in this Agreement,  any part of
          the Facility which is prepaid may be reborrowed in accordance with the
          terms of this Agreement.

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

     (e)  No amount of the Total Commitments  cancelled under this Agreement may
          be subsequently reinstated.
<PAGE>
     (f)  If the Agent  receives a notice under this Clause 10 it shall promptly
          forward a copy of that  notice to either the  Company or the  affected
          Lender, as appropriate.

11.      EXTENSION OF FACILITY

11.1     First Extension Request
     The Company  shall be entitled to request an extension  of the  Termination
     Date (the "Original  Termination  Date"),  for an additional  period of 365
     days (the day to which the Facility is first so extended  being referred to
     in this  Clause 11 as the "First  Extended  Termination  Date"),  by giving
     notice to the Agent (the "First  Extension  Request")  not more than 60 nor
     less than 45 days  before the first  anniversary  of the date  hereof  (the
     "First Anniversary Date").

11.2     Second Extension Request
     The Company shall be entitled to submit a further  request for an extension
     of the Facility, either:

     (a)  if one or more  Lenders  have agreed to an  extension  of the Original
          Termination  Date  pursuant  to a  First  Extension  Request,  for  an
          additional period of 365 days; or

     (b)  if no Lenders have agreed to an extension of the Original  Termination
          Date at the end of First  Anniversary  Date or if the  Company has not
          requested an extension of the Original  Termination Date at the end of
          the First Anniversary Date, for an additional period of 730 days,

     by giving notice to the Agent (the "Second Extension  Request" and together
     with a First Extension  Request,  an "Extension  Request") not more than 60
     nor less than 45 days before the second anniversary of the date hereof (the
     "Second Anniversary Date").

11.3     Notification of Extension Request
     The Agent shall forward a copy of any  Extension  Request to the Lenders as
     soon as practicable after receipt of it.

11.4     Lenders' Response to Extension Request
     If a Lender, in its individual and sole discretion,  agrees to an extension
     requested by the  Company,  it shall give notice to the Agent (a "Notice of
     Extension")  no later than 20 days prior to the First  Anniversary  Date or
     the Second  Anniversary Date, as the case may be. If a Lender does not give
     such Notice of Extension by such date,  then that Lender shall be deemed to
     have refused that  extension  provided  that a Lender may agree to a Second
     Extension  Request  notwithstanding  that it  shall  have  refused  a First
     Extension  Request (in which case it shall be deemed to have agreed to such
     First Extension Request).

11.5     Extension Date
        If:

11.5.1 one or more  Lenders  agree to a First  Extension  Request,  the Original
     Termination Date shall be extended for such Lenders to the day which is 365
     days from (and including) the Original Termination Date;
<PAGE>
11.5.2 one or more Lenders have agreed to a First  Extension  Request and one or
     more  Lenders  agree to a Second  Extension  Request,  the  First  Extended
     Termination Date shall be extended for such Lenders to the day which is 365
     days from (and including) the First Extended Termination Date; and

11.5.3 no Lenders agreed to an extension of the Original Termination Date at the
     end of First  Anniversary  Date and one or more  Lenders  agree to a Second
     Extension Request, the Original Termination Date shall be extended for such
     Lenders  to the day  which is 730 days from (and  including)  the  Original
     Termination Date.

11.6     Cancellation and Repayment
     On the Original Termination Date and on the First Extended Termination Date
     the Commitments and the share of any outstanding Loans of the Lenders which
     have not agreed to the  extension on such date shall be reduced to zero and
     all amounts owing to them will be repaid at the relevant  Termination  Date
     (and those  Lenders  shall  cease  from that date to be Lenders  under this
     Agreement) and the amount of the Facility shall be reduced accordingly.

11.7     Lender's Discretion
     Nothing shall oblige a Lender to agree to an Extension Request.

11.8     Notification of Extension
     The  Agent  shall  promptly  inform  the  Company  and the  Lenders  of any
     extension  of  the  Original   Termination   Date  or  the  First  Extended
     Termination Date.
<PAGE>
                                   SECTION 5.

                             COSTS OF UTILISATION

12.      INTEREST

12.1     Calculation of interest

     The rate of interest on each Revolving Facility Loan from day to day during
     each Interest  Period  relating  thereto is the  percentage  rate per annum
     which is the aggregate of:

     (a)  the Applicable Margin at such time;

     (b)  LIBOR or, in relation to any Revolving Facility Loan in euro, EURIBOR;
          and

     (c)  Mandatory Cost, if any.

12.2     Notification of change in Public Debt Rating

     The Parent shall,  promptly upon any public announcement of a change in any
     Public Debt Rating being made, notify the Agent of such change.

12.3     Payment of interest

     On the last day of each  Interest  Period the  Borrower to which a Loan has
     been made shall pay accrued  interest  on that Loan to which that  Interest
     Period relates (and, if the Interest  Period is longer than six Months,  on
     the  dates  falling  at six  Monthly  intervals  after the first day of the
     Interest Period).

12.4     Default interest

     (a)  If an Obligor  fails to pay any  amount  payable by it under a Finance
          Document on its due date,  interest shall accrue on the overdue amount
          from the due date up to the date of actual  payment  (both  before and
          after  judgment)  at a rate one per cent.  higher  than the rate which
          would have been payable if the overdue  amount had,  during the period
          of  non-payment,  constituted  a Loan in the  currency  of the overdue
          amount for successive Interest Periods, each of a duration selected by
          the Agent (acting reasonably). Any interest accruing under this Clause
          12.4  shall be  immediately  payable  by the  Obligor on demand by the
          Agent.

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

12.5     Notification of rates of interest

     The Agent shall promptly notify the Lenders and the relevant  Borrower (and
     the  Company)  of  the  determination  of a rate  of  interest  under  this
     Agreement.
<PAGE>
13.      INTEREST PERIODS

13.1     Selection of Interest Periods

     (a)  A Borrower may select an Interest Period for a Loan in the Utilisation
          Request for that Loan.

     (b)  Subject to this Clause 13, the Borrower may select an Interest  Period
          of one, two,  three or six Months or any other period  agreed  between
          the relevant Borrower and the Agent (acting on the instructions of all
          the Lenders).

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

     (d)  Each Interest Period for a Loan shall start on the Utilisation Date.

     (e)  A Loan has one Interest Period only.

13.2     Non-Business Days

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

14.      CHANGES TO THE CALCULATION OF INTEREST

14.1     Absence of quotations

     Subject to Clause 14.2  (Market  disruption),  if LIBOR or, if  applicable,
     EURIBOR is to be  determined  by  reference  to the  Reference  Banks but a
     Reference  Bank does not supply a quotation by 12:00 noon on the  Quotation
     Day, the  applicable  LIBOR or EURIBOR  shall be determined on the basis of
     the quotations of the remaining Reference Banks.

14.2     Market disruption

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

          (i)  the Applicable Margin;

          (ii) the  rate  notified  to the  Agent  by  that  Lender  as  soon as
               practicable and in any event before interest is due to be paid in
               respect of that Interest Period,  to be that which expresses as a
               percentage  rate per annum the cost to that Lender of funding its
               participation in that Loan from whatever source it may reasonably
               select; and

          (iii)the  Mandatory   Cost,  if  any,   applicable  to  that  Lender's
               participation in the Loan.

     (b)  In this Agreement "Market Disruption Event" means:
<PAGE>
          (i)  at or about noon on the Quotation  Day for the relevant  Interest
               Period the Screen Rate is not  available  and none or only one of
               the  Reference  Banks  supplies a rate to the Agent to  determine
               LIBOR or, if  applicable,  EURIBOR for the relevant  currency and
               Interest Period; or

          (ii) before  close of business on the  Quotation  Day for the relevant
               Interest Period,  the Agent receives  notifications from a Lender
               or Lenders (whose participations in a Loan exceed 35 per cent. of
               that Loan) that the cost to it of obtaining  matching deposits in
               the Relevant  Interbank Market would be in excess of LIBOR or, if
               applicable, EURIBOR.

14.3     Alternative basis of interest or funding

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

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

14.4     Break Costs

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

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

15.      FEES

15.1     Commitment fee

     (a)  The Parent (in its  capacity as a Tranche A Borrower)  and the Company
          (in its capacity as a Tranche B Borrower)  shall pay to the Agent (for
          the account of each Lender) a fee in the Base  Currency  computed at a
          percentage  rate per annum equal to thirty per cent of the  Applicable
          Margin  applicable  at the relevant  time on that  Lender's  Available
          Commitment  under the Tranche A Revolving  Facility  and the Tranche B
          Revolving Facility for the Availability Period.

     (b)  The  accrued  commitment  fee is  payable  on  the  last  day of  each
          successive  period of three Months which ends during the  Availability
          Period,  on the  Termination  Date and on any cancelled  amount of the
          relevant   Lender's   Commitment  at  the  time  the  cancellation  is
          effective.

15.2     Arrangement fee
<PAGE>
     The Parent or the  Company  shall pay to the  Mandated  Lead  Arrangers  an
     arrangement fee in the amount and at the times agreed in a Fee Letter.

15.3     Agency fee

     The Parent or the Company  shall pay to the Agent (for its own  account) an
     agency fee in the amount and at the times agreed in a Fee Letter.

15.4     Utilisation fee

     (a)  The Parent (in its  capacity as a Tranche A  Borrower)  or the Company
          (in its capacity as a Tranche B Borrower)  shall pay to the Agent (for
          the account of each Lender) for each date on which the  aggregate  of:
          (a) the Base Currency Amounts of all Tranche B Loans at such time; and
          (b) the Euro  Amounts of all Tranche A Loans at such time  exceeds 50%
          of the aggregate of: (i) the Total Tranche B Commitments; and (ii) the
          Euro Amount of the Total Tranche A  Commitments  on that date a fee on
          the  aggregate  amount  by which  the  outstanding  Loans on that date
          exceed 50% of the Total  Commitments  on that date at a rate per annum
          equal to 0.025%,  payable on the last day of each successive period of
          three  Months  which ends  during the  Availability  Period and on the
          Termination Date (each of such dates being a "Payment Date").

     (b)  For the purposes of paragraph (a) above,  the Euro Amount of a Tranche
          A Loan or the Total  Tranche A  Commitments  means the  amount of such
          Tranche A Loan or Total Tranche A Commitments  converted  into euro at
          the Agent's Spot Rate of Exchange on the relevant Payment Date.

15.5     Participation fee

     The Parent (in its capacity as a Tranche A Borrower) or the Company (in its
     capacity as a Tranche B  Borrower)  shall pay to the Agent (for the account
     of each Original Lender) a participation fee in the amount and at the times
     agreed in a Fee Letter.
<PAGE>
                                   SECTION 6.

                         ADDITIONAL PAYMENT OBLIGATIONS

16.      TAX GROSS UP AND INDEMNITIES

16.1     Definitions

(a) In this Clause 16:

     "Protected  Party"  means a Finance  Party  which is or will be,  for or on
     account of Tax, subject to any liability or required to make any payment in
     relation  to a sum  received  or  receivable  (or  any sum  deemed  for the
     purposes of Tax to be received or receivable) under a Finance Document.

     "Qualifying Jurisdiction" means the Netherlands, Ireland, the United States
     of America, Luxembourg, Spain and England.

     "Qualifying  Lender"  means,  in  respect  of  any  Obligor   incorporated,
     established resident or otherwise deemed to be resident for tax purposes in
     a Qualifying  Jurisdiction,  a Lender that is permitted (in accordance with
     the applicable tax legislation in the Obligor's tax jurisdiction and/or any
     applicable  double  taxation  convention  providing for the exemption  from
     taxation on interest) to receive all payments  made under or in  connection
     with the Finance  Documents  without  withholding  or  deduction  for or on
     account of Tax.

     "Tax Credit" means a credit against,  relief or remission for, or repayment
     of, any Tax.

     "Tax  Deduction"  means a deduction or withholding for or on account of Tax
     from a payment under a Finance Document.

     "Tax  Payment"  means an increased  payment made by an Obligor to a Finance
     Party under Clause 16.2 (Tax  gross-up) or a payment under Clause 16.3 (Tax
     indemnity).

     (b)  In this Clause 16 a reference to "determines" or "determined"  means a
          determination made in the absolute discretion of the person making the
          determination.

16.2     Tax gross-up

     (a)  Each Obligor  shall make all payments to be made by it without any Tax
          Deduction, unless a Tax Deduction is required by law.

     (b)  The Company or a Lender shall  promptly  upon  becoming  aware that an
          Obligor must make a Tax  Deduction (or that there is any change in the
          rate or the basis of a Tax Deduction) notify the Agent accordingly. If
          the Agent  receives  such  notification  from a Lender it shall notify
          each Obligor.

     (c)  If a Tax  Deduction  is  required  by law to be made by an  Obligor in
          relation  to any  payment  to be made to a  Finance  Party  under  any
          Finance Document the amount of the payment due from that Obligor shall
          be  increased  to an amount  which  (after  making any Tax  Deduction)
<PAGE>
          leavesan  amount equal to the payment  which would have been due if no
          Tax Deduction had been required.

     (d)  An Obligor is not required to make payment to a Lender under paragraph
          (c)  above if the  Obligor  making  the  payment  would  not have been
          required to make the Tax Deduction if the Lender had complied with its
          obligations under Clause 23.3.2 (US Tax forms).

     (e)  Except  as  provided  below,  an  Obligor  incorporated,  established,
          resident  or  otherwise  deemed to be resident  for tax  purposes in a
          Qualifying  Jurisdiction is not required to make an increased  payment
          under paragraph (c) above for a Tax Deduction to a Lender that is not,
          or has ceased to be, a Qualifying Lender in respect of that Obligor in
          excess of the amount  that the  Obligor  would have had to pay had the
          Lender been,  or not ceased to be, a  Qualifying  Lender in respect of
          that Obligor.

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

     (g)  An Obligor is not  required to make an  increased  payment to a Lender
          under  paragraph  (c)  above for a Tax  Deduction  in  respect  of tax
          imposed if that  Lender is  relying  (or  intending  to rely) upon the
          provisions of a relevant double taxation  convention or any applicable
          tax legislation in the Obligor's tax  jurisdiction in order to receive
          payments under the Finance  Documents  without a withholding for or on
          account  of Taxes  and has not  complied  with its  obligations  under
          paragraph (j) below.

     (h)  If an Obligor is required to make a Tax Deduction,  such Obligor shall
          make that Tax  Deduction and any payment  required in connection  with
          that Tax Deduction  within the time allowed and in the minimum  amount
          required by law.

     (i)  Within  thirty days of making  either a Tax  Deduction  or any payment
          required in connection  with that Tax  Deduction,  the Obligor  making
          that Tax  Deduction  shall  deliver to the Agent for the Finance Party
          entitled  to the  payment  evidence  reasonably  satisfactory  to that
          Finance Party that the Tax Deduction has been made or (as  applicable)
          any appropriate payment paid to the relevant taxing authority.

     (j)  A Lender must co-operate  with each Obligor by completing,  as soon as
          reasonably  practicable  after the date on which it becomes a Party to
          this Agreement,  any procedural formalities necessary for that Obligor
          to be  authorised  or to obtain  authorisation  to make  that  payment
          without  a Tax  Deduction  including,  without  limitation  and  where
          applicable:

          (i)  the delivery  (through  the Agent) by the relevant  Lender to the
               relevant Obligor of a certificate of tax residence duly issued by
               its competent tax authorities evidencing such tax residence in so
<PAGE>
               far as it is a  requirement  of  the  law  or  regulation  of the
               jurisdiction  in which that Obligor is resident for tax purposes;
               and/or

          (ii) the  filing  by  the  relevant  Lender  of  any  form,  claim  or
               certificate  required pursuant to the provisions of an applicable
               double  taxation  convention  providing  for the  exemption  from
               taxation on interest,

     and, in each case,  the  obligation to provide any  certificate  or form or
     lodge any claim shall include any subsequent or renewal certificates, forms
     or claims as may be required  pursuant to the provisions of domestic law in
     a Qualifying  Jurisdiction  or pursuant to the  provisions of an applicable
     double taxation convention.

16.3     Tax indemnity

          (a)  The Parent shall  (within  three  Business  Days of demand by the
               Agent)  pay to a  Protected  Party an  amount  equal to the loss,
               liability or cost which that Protected  Party  determines will be
               or has been (directly or  indirectly)  suffered for or on account
               of Tax by that Protected Party.

          (b)  Paragraph  (a)  above  shall not apply  with  respect  to any Tax
               assessed on a Finance Party:

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

               (ii) under  the law of the  jurisdiction  in which  that  Finance
                    Party's  Facility  Office is  located  in respect of amounts
                    received or receivable in that jurisdiction,

     if that Tax is  imposed on or  calculated  by  reference  to the net income
     received  or  receivable  (but  not  any  sum  deemed  to  be  received  or
     receivable) by that Finance Party.

     (c)  A Protected  Party  making,  or intending to make a claim  pursuant to
          paragraph (a) above shall promptly notify the Agent of the event which
          will give, or has given, rise to the claim,  following which the Agent
          shall notify the Company.

     (d)  A Protected  Party shall, on receiving a payment from an Obligor under
          this Clause 16.3, notify the Agent.

16.4     Tax Credit

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

     (a)  a Tax Credit is attributable to that Tax Payment; and

     (b)  that  Finance  Party has  obtained,  utilised  and  retained  that Tax
          Credit,
<PAGE>
     the Finance  Party shall pay an amount to the  Obligor  which that  Finance
     Party  determines  will leave it (after that payment) in the same after-Tax
     position  as it would have been in had the Tax Payment not been made by the
     Obligor.

16.5     Stamp taxes

     The Parent shall pay and,  within three Business Days of demand,  indemnify
     each Finance Party against any cost,  loss or liability  that Finance Party
     incurs in relation to all stamp duty,  registration and other similar Taxes
     payable in respect of any Finance  Document,  except where such duty or Tax
     arises as a result of a Finance Party  proceeding  with a registration of a
     Finance  Document (i) which is or was not compulsory  under  applicable law
     and (ii) which such Finance  Party has not been advised or  recommended  to
     carry out by legal counsel.

16.6     Value added tax

     (a)  All consideration payable under a Finance Document by any Obligor to a
          Finance  Party shall be deemed to be  exclusive  of any VAT. If VAT is
          chargeable by the Finance Party,  the Obligor making the payment shall
          pay to the  Finance  Party  (in  addition  to and at the same  time as
          paying  the  consideration)  an amount  equal to the amount of the VAT
          (and the  Finance  Party shall  promptly  provide an  appropriate  VAT
          invoice to such Party).

     (b)  Where a Finance  Document  requires an Obligor to  reimburse a Finance
          Party for any costs or expenses,  such Obligor  shall also at the same
          time pay and indemnify  that Finance Party against all VAT incurred by
          that  Finance  Party in respect of the costs or  expenses  save to the
          extent that that  Finance  Party is entitled to repayment or credit in
          respect of the VAT.

17.      INCREASED COSTS

17.1     Increased costs

     (a)  Subject to Clause 17.3  (Exceptions)  the Parent  shall,  within three
          Business  Days of a demand  by the  Agent,  pay for the  account  of a
          Finance  Party the  amount of any  Increased  Costs  incurred  by that
          Finance  Party  or  any of  its  Affiliates  as a  result  of (i)  the
          introduction  of or  any  change  in  (or  in  the  interpretation  or
          application  of) any law or regulation or (ii) compliance with any law
          or regulation made after the date of this Agreement.

     (b)  In this Agreement "Increased Costs" means:

          (i)  a  reduction  in the rate of  return  from the  Facility  or on a
               Finance Party's (or its Affiliate's) overall capital;

          (ii) an additional or increased cost; or

          (iii)a  reduction  of any amount  due and  payable  under any  Finance
               Document,
<PAGE>
     which is incurred or suffered by a Finance  Party or any of its  Affiliates
     to the extent that it is  attributable to that Finance Party having entered
     into its  Commitment or funding or  performing  its  obligations  under any
     Finance Document.

17.2     Increased cost claims

          (a)  A Finance Party intending to make a claim pursuant to Clause 17.1
               (Increased costs) shall notify the Agent of the event giving rise
               to the claim, following which the Agent shall promptly notify the
               Company.

          (b)  Each Finance Party shall,  as soon as practicable  after a demand
               by the Agent, provide a certificate  confirming the amount of its
               Increased Costs.

17.3     Exceptions

          (a)  Clause  17.1  (Increased  costs) does not apply to the extent any
               Increased Cost is:

               (i)  attributable  to a Tax Deduction  required by law to be made
                    by an Obligor;

               (ii) compensated  for by Clause  16.3 (Tax  indemnity)  (or would
                    have been  compensated for under Clause 16.3 (Tax indemnity)
                    but  was  not  so  compensated  solely  because  one  of the
                    exclusions in paragraph  (b) of Clause 16.3 (Tax  indemnity)
                    applied);

               (iii) compensated for by the payment of the Mandatory Cost; or

               (iv) attributable  to the wilful  breach by the relevant  Finance
                    Party or its Affiliates of any law or regulation.

     (b)  In this Clause  17.3, a reference  to a "Tax  Deduction"  has the same
          meaning given to the term in Clause 16.1 (Definitions).

18.      OTHER INDEMNITIES

18.1     Currency indemnity

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

          (i)  making or filing a claim or proof against that Obligor;

          (ii) obtaining or enforcing an order, judgment or award in relation to
               any litigation or arbitration proceedings,

     that Obligor shall as an independent obligation, within three Business Days
     of demand, indemnify each Finance Party to whom that Sum is due against any
     cost,  loss or  liability  arising out of or as a result of the  conversion
     including any discrepancy  between (A) the rate of exchange used to convert
<PAGE>
     that Sum from the First Currency into the Second  Currency and (B) the rate
     or rates of exchange available to that person at the time of its receipt of
     that Sum.

          (b)  Each Obligor waives any right it may have in any  jurisdiction to
               pay any amount  under the  Finance  Documents  in a  currency  or
               currency  unit  other  than that in which it is  expressed  to be
               payable.

18.2     Other indemnities

     The Parent  shall (or shall  procure  that an Obligor  will),  within three
     Business Days of demand,  indemnify each Lender  against any cost,  loss or
     liability incurred by that Lender as a result of:

          (a)  the occurrence of any Event of Default;

          (b)  a failure  by an  Obligor  to pay any  amount due under a Finance
               Document on its due date, including without limitation, any cost,
               loss or liability arising as a result of Clause 30 (Sharing among
               the Lenders);

          (c)  funding,  or making  arrangements to fund, its participation in a
               Loan  requested  by a Borrower in a  Utilisation  Request but not
               made  by  reason  of the  operation  of any  one or  more  of the
               provisions of this Agreement  (other than by reason of default or
               negligence by that Lender alone); or

          (d)  a Loan (or part of a Loan) not being prepaid in accordance with a
               notice of prepayment given by the Borrower or the Company.

18.3     Indemnity to the Agent

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

          (a)  investigating  any  event  which  it  reasonably  believes  is  a
               Default; or

          (b)  entering into or performing any foreign exchange contract for the
               purposes of Clause 6 (Optional Currencies); or

          (c)  acting or relying on any notice, request or instruction delivered
               in  connection  with  a  Finance  Document  which  it  reasonably
               believes to be genuine, correct and appropriately authorised.

19.      MITIGATION BY THE LENDERS

19.1     Mitigation

          (a)  Each Finance Party shall, in consultation with the Company,  take
               all reasonable  steps to mitigate any  circumstances  which arise
               and which would result in any amount  becoming  payable under, or
               cancelled pursuant to, any of Clause 10.1 (Illegality), Clause 16
               (Tax gross-up and  indemnities)  or Clause 17  (Increased  costs)
               including  (but not  limited  to) the  completion  of any form or
               application required to claim exemption from withholding taxes in
<PAGE>
               any relevant  jurisdiction (to the extent that such Finance Party
               may lawfully  complete such form or application  without  causing
               material  prejudice to its own interests  (as  determined by such
               Finance  Party  in its  absolute  discretion)  or  revealing  any
               information   which   such   Finance   Party   considers   to  be
               confidential)  or transferring  its rights and obligations  under
               the Finance Documents to another Affiliate or Facility Office.

          (b)  Paragraph (a) above does not in any way limit the  obligations of
               any of the Obligors under the Finance Documents.

19.2     Limitation of liability

          (a)  The Parent shall  indemnify  each Finance Party for all costs and
               expenses reasonably incurred by that Finance Party as a result of
               steps taken by it under Clause 19.1 (Mitigation).

          (b)  A Finance  Party is not  obliged to take any steps  under  Clause
               19.1  (Mitigation)  if,  in the  opinion  of that  Finance  Party
               (acting reasonably), to do so might be prejudicial to it.

20.      COSTS AND EXPENSES

20.1     Transaction expenses

     The Parent  shall  promptly on demand pay the Agent and the  Mandated  Lead
     Arrangers  the  amount of all costs and  expenses  (including  legal  fees)
     reasonably  incurred  by any of them in  connection  with the  negotiation,
     preparation, printing, execution and syndication of:

          (a)  this  Agreement  and  any  other  documents  referred  to in this
               Agreement; and

          (b)  any  other  Finance  Documents  executed  after  the date of this
               Agreement.

20.2     Amendment costs

     If (a) an  Obligor  requests  an  amendment,  waiver or  consent  or (b) an
     amendment  is required  pursuant to Clause 31.9 (Change of  currency),  the
     Parent shall, within three Business Days of demand, reimburse the Agent for
     the amount of all costs and  expenses  (including  legal  fees)  reasonably
     incurred  by  the  Agent  in  responding  to,  evaluating,  negotiating  or
     complying with that request or requirement.

20.3     Enforcement costs

     The Parent shall, within three Business Days of demand, pay to each Finance
     Party the amount of all costs and expenses  (including legal fees) incurred
     by that  Finance  Party in  connection  with  the  enforcement  of,  or the
     preservation of any rights under, any Finance Document.
<PAGE>

                                   SECTION 7.

                                    GUARANTEE

21.      GUARANTEE AND INDEMNITY

21.1     Guarantee and indemnity

     The Guarantor irrevocably and unconditionally:

     (a)  guarantees to each Finance Party punctual  performance by each Obligor
          of all that Obligor's obligations under the Finance Documents;

     (b)  undertakes  with each Finance  Party that whenever an Obligor does not
          pay any  amount  when due  under  or in  connection  with any  Finance
          Document, the Guarantor shall immediately on demand pay that amount as
          if it was the principal obligor; and

     (c)  indemnifies each Finance Party immediately on demand against any cost,
          loss or  liability  suffered by that Finance  Party if any  obligation
          guaranteed by it is or becomes unenforceable,  invalid or illegal. The
          amount of the cost,  loss or  liability  shall be equal to the  amount
          which  that  Finance  Party  would  otherwise  have been  entitled  to
          recover.

21.2     Continuing guarantee

     This  guarantee is a continuing  guarantee  and will extend to the ultimate
     balance  of  sums  payable  by an  Obligor  under  the  Finance  Documents,
     regardless of any intermediate payment or discharge in whole or in part.

21.3     Reinstatement

     If any  payment  by an Obligor or any  discharge  given by a Finance  Party
     (whether in respect of the  obligations  of any Obligor or any security for
     those  obligations  or  otherwise)  is  avoided  or  reduced as a result of
     insolvency or any similar event:

     (a)  the  liability  of each  Obligor  shall  continue  as if the  payment,
          discharge, avoidance or reduction had not occurred; and

     (b)  each Finance Party shall be entitled to recover the value or amount of
          that  security  or  payment  from  each  Obligor,  as if the  payment,
          discharge, avoidance or reduction had not occurred.

21.4     Waiver of defences

     The  obligations of the Guarantor under this Clause 21 will not be affected
     by an act,  omission,  matter or thing which,  but for this  Clause,  would
     reduce,  release or prejudice any of its  obligations  under this Clause 21
     (without  limitation  and whether or not known to it or any Finance  Party)
     including:
<PAGE>
     (a)  any time,  waiver or consent  granted  to, or  composition  with,  any
          Obligor or other person;

     (b)  the release of any Obligor or any other  person under the terms of any
          composition  or  arrangement  with any  creditor  of any member of the
          Group;

     (c)  the taking, variation, compromise, exchange, renewal or release of, or
          refusal or neglect to perfect, take up or enforce, any rights against,
          or  security  over  assets  of,  any  Obligor  or other  person or any
          non-presentation   or   non-observance   of  any  formality  or  other
          requirement in respect of any instrument or any failure to realise the
          full value of any security;

     (d)  any incapacity or lack of power,  authority or legal personality of or
          dissolution  or change in the  members  or status of an Obligor or any
          other person;

     (e)  any  amendment  (however  fundamental)  or  replacement  of a  Finance
          Document or any other document or security;

     (f)  any  unenforceability,  illegality or invalidity of any  obligation of
          any  person  under  any  Finance  Document  or any other  document  or
          security; or

     (g)  any insolvency or similar proceedings.

21.5     Immediate recourse

     The Guarantor  waives any right it may have of first  requiring any Finance
     Party (or any trustee or agent on its behalf) to proceed against or enforce
     any other  rights or  security  or claim  payment  from any  person  before
     claiming  from the  Guarantor  under this Clause 21.  This  waiver  applies
     irrespective  of any law or any  provision  of a  Finance  Document  to the
     contrary.

21.6     Appropriations

     Until all amounts which may be or become  payable by the Obligors  under or
     in connection  with the Finance  Documents  have been  irrevocably  paid in
     full, each Finance Party (or any trustee or agent on its behalf) may:

     (a)  refrain  from  applying or  enforcing  any other  moneys,  security or
          rights held or received by that Finance Party (or any trustee or agent
          on its behalf) in respect of those  amounts,  or apply and enforce the
          same in such manner and order as it sees fit  (whether  against  those
          amounts or otherwise)  and the Guarantor  shall not be entitled to the
          benefit of the same; and

     (b)  hold in an interest-bearing  suspense account any moneys received from
          the Guarantor or on account of the  Guarantor's  liability  under this
          Clause 21.

21.7     Deferral of Guarantor's rights

     Until all amounts which may be or become  payable by the Obligors  under or
     in connection with the Finance Documents have been irrevocably paid in full
     and unless the Agent otherwise directs, the Guarantor will not exercise any
<PAGE>
     rights which it may have by reason of performance by it of its  obligations
     under the Finance Documents:

     (a)  to be indemnified by an Obligor;

     (b)  to claim any  contribution  from any other  guarantor  of an Obligor's
          obligations under the Finance Documents; and/or

     (c)  to take  the  benefit  (in  whole  or in part  and  whether  by way of
          subrogation  or otherwise) of any rights of the Finance  Parties under
          the Finance  Documents  or of any other  guarantee  or security  taken
          pursuant  to, or in  connection  with,  the Finance  Documents  by any
          Finance Party.

21.8     Additional security

     This  guarantee is in addition to and is not in any way  prejudiced  by any
     other guarantee or security now or subsequently held by any Finance Party.
<PAGE>
                                   SECTION 8.

                REPRESENTATIONS, COVENANTS AND EVENTS OF DEFAULT

22.      REPRESENTATIONS AND WARRANTIES

     Each Borrower  represents  and warrants in respect of itself and the Parent
     represents  and  warrants in respect of itself and each other member of the
     Group as follows:

22.1     Status

     Each Obligor is a corporation  duly organised or duly  incorporated (as the
     case may be),  validly  existing and in good standing under the laws of its
     jurisdiction  of  incorporation  as  listed  in Part A of  Schedule  1 (The
     Original  Parties) and in respect of the Company,  that it is in compliance
     with, in particular,  the amended  Luxembourg  laws dated 10 August 1915 on
     commercial companies and 31 May 1999 on the domicile of companies.

22.2     Power and Authority

     The  execution,  delivery  and  performance  by each Obligor of the Finance
     Documents to which it is a party,  and the consummation of the transactions
     contemplated thereby, are within such Obligor's corporate powers, have been
     duly  authorised by all  necessary  corporate  action,  and do not conflict
     with:

     (a)  such Obligor's charter, by-laws or other constitutive documents; or

     (b)  any law or any  contractual  restriction  binding on or affecting such
          Obligor.

22.3     Validity and admissibility in evidence

     All  Authorisations  required  (i)  for  the due  execution,  delivery  and
     performance by each Obligor of the Finance Documents to which it is a party
     or  (ii)  (except  for  the  requirement  of  registration  of the  Finance
     Documents  and/or any other  documents  referred  to therein in the case of
     their  production in court  proceedings  before a Luxembourg court or their
     submittal  (either directly or by way of reference) as a legal title before
     an official Luxembourg authority) to make the Finance Documents to which it
     is a party admissible in evidence in its jurisdiction of incorporation have
     been obtained or effected and are in full force and effect.

22.4     Binding obligations

     Subject to the Legal Reservations:

     (a)  each Finance  Document once delivered will have been duly executed and
          delivered by the Obligor party thereto; and

     (b)  each Finance  Document  once  delivered  will be the legal,  valid and
          binding obligation of the Obligor party thereto enforceable against it
          in accordance with its terms.

22.5     Financial Statements
<PAGE>
     The  Consolidated  balance sheet of the Parent and its  Subsidiaries  as at
     December 31, 2004,  and the related  Consolidated  statements of income and
     cash flows of the Parent and its  Subsidiaries  for the financial year then
     ended, accompanied by an opinion of the Parent's auditors,  copies of which
     have  been  furnished  to each  Lender,  fairly  present  the  Consolidated
     financial  condition of the Parent and its Subsidiaries as at such date and
     the  Consolidated   results  of  the  operations  of  the  Parent  and  its
     Subsidiaries for the period ended on such date, all in accordance with GAAP
     consistently  applied.  Since December 31, 2004, there has been no Material
     Adverse Change.

22.6     No proceedings pending or threatened

     There is no pending or threatened action, suit,  investigation,  litigation
     or proceeding,  including,  without limitation,  any Environmental  Action,
     affecting any Borrower,  the Parent or any of its  Subsidiaries  before any
     court,  governmental  agency or  arbitrator  that (a)  could be  reasonably
     likely to have a  Material  Adverse  Effect or (b)  purports  to affect the
     legality,  validity  or  enforceability  of the  Finance  Documents  or the
     consummation of the transactions contemplated thereby.

22.7     Margin stock regulations

     No Obligor is engaged in the  business  of  extending  and no Obligor  will
     extend  credit for the  purpose of  purchasing  or  carrying  margin  stock
     (within the meaning of the United  States  Regulation U issued by the Board
     of Governors of the United States Federal Reserve System),  and no proceeds
     of any Utilisation will be used directly or indirectly to purchase or carry
     any  margin  stock  or to  extend  credit  to  others  for the  purpose  of
     purchasing or carrying any margin stock.

22.8     Investment company

     No Obligor is an  "investment  company",  or a company  "controlled"  by an
     "investment  company",  within the meaning of the United States  Investment
     Company  Act of  1940,  as  amended  or  otherwise  subject  to  regulation
     thereunder.

22.9     Holding company

     (a)  No Obligor is a "holding  company" or subject to regulation  under the
          United States Public Utility Holding Company Act of 1935, as amended.

     (b)  No Obligor is a public  utility  or  subject to  regulation  under the
          United States Federal Power Act of 1926, as amended.

22.10    No misleading information

     (c)  Any factual  information  provided by any of the Obligors or any other
          member of the Group for the purposes of the Information Memorandum was
          true  and  accurate  in all  material  respects  as at the date it was
          provided  or as at the date (if  any) at  which it is  stated  and all
          material  information  in relation to the  Information  Memorandum has
          been disclosed to the Finance Parties.
<PAGE>
     (d)  The financial projections contained in the Information Memorandum have
          been prepared on the basis of recent historical information and on the
          basis of  reasonable  assumptions  and nothing has occurred  since the
          date of the Information Memorandum which is reasonably likely to cause
          any of those assumptions to be untrue.

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

     (f)  All  written  information  (other  than  the  Information  Memorandum)
          supplied by any of the Obligors or any of the Parent's Subsidiaries to
          any Finance  Party is true,  complete  and  accurate  in all  material
          respects  as at the date it was  given  and is not  misleading  in any
          material respect.

22.11    Dutch Banking Act

     Subject  to the  representation  as set out in  Clause  2.3  (Lenders'  PMP
     representations)  being true,  each Dutch Obligor is in compliance with the
     Dutch Banking Act and any regulations  issued pursuant thereto  (including,
     but not limited to, the Policy Guidelines and Exemption Regulation).

22.12    Tax Status

     No notice under Section 36 of the Tax Collection Act (Invorderingswet 1990)
     or section 16d of the Social  Insurance  Coordination  Act  (Coordinatiewet
     Sociale   Verzekeringen)  has  been  given  by  any  member  of  the  Group
     incorporated in the Netherlands.

23.      GENERAL COVENANTS

     The general covenants in this Clause 23 shall remain in force from the date
     of this  Agreement  for so long as any amount shall remain unpaid under the
     Finance Documents or any Lender shall have any Commitment hereunder.

23.1    Authorisation
        Each Obligor shall promptly:

     (a)  obtain,  comply with and do all that is  necessary to maintain in full
          force and effect; and

     (b)  supply certified copies to the Agent of,

     any Authorisation  required under any law or regulation of its jurisdiction
     of  incorporation  to enable it to  perform  all of its  payment  and other
     material  obligations under any Finance Document to which it is a party and
     to ensure  the  legality,  validity,  enforceability  or  admissibility  in
     evidence in its jurisdiction of incorporation of any Finance Document.

23.2     Compliance with laws
<PAGE>
     Each Obligor shall comply, and cause each of its Subsidiaries to comply, in
     all material  respects,  with all applicable laws,  rules,  regulations and
     orders,  such compliance to include,  without  limitation,  compliance with
     ERISA and Environmental Laws.

23.3     Taxes

23.3.1   Payment of Taxes, Etc.

     Each Obligor shall pay and discharge, and cause each of its Subsidiaries to
     pay and  discharge,  before the same shall become  overdue,  (a) all Taxes,
     assessments and governmental  charges or levies imposed upon it or upon its
     assets and (b) all lawful  claims  that,  if unpaid,  might by law become a
     Security upon its assets; provided, however, that no Obligor nor any of its
     Subsidiaries   shall  be  required  to  pay  or  discharge  any  such  tax,
     assessment,  charge or claim that is being  contested  in good faith and by
     proper  proceedings  and  as  to  which  appropriate   reserves  are  being
     maintained,  unless and until any Security resulting  therefrom attaches to
     its assets and becomes enforceable against its other creditors.

23.3.2   US Tax forms

     In this Subclause:

     "US  Obligor"  means an Obligor that is a United  States  person or that is
     otherwise  required to withhold on payments of interest made to nonresident
     aliens of the United  States and foreign  corporations  under U.S.  federal
     income tax law.

     "United States  person" has the meaning given to it in Section  7701(a)(30)
     of the United States Internal Revenue Code of 1986.

     (a)  Except as provided  below,  each  Lender  that is not a United  States
          person  must  supply  to the  Agents  and to  each US  Obligor  the US
          Internal  Revenue  Service  forms that are necessary to enable that US
          Obligor to make  payments to that Lender  under the Finance  Documents
          without any deduction or  withholding in respect of any Tax imposed by
          the United States of America.

     (b)  A Lender must comply with its obligations under paragraph (a) above as
          soon as  practicable  after the date it  becomes a Party or (if later)
          the date the US  Obligor  becomes a Party and  thereafter,  as soon as
          practicable upon receipt of written request to do so.

     (c)  A Lender is not obliged to supply any form under  paragraph  (a) above
          if it is unable to do so by  reason  of any  change  after the date of
          this  Agreement  in  (or  in  the  interpretation,  administration  or
          application  of) any law or regulation  or any  published  practice or
          concession of any relevant taxing authority.

     (d)  A US Obligor  is not  obliged to pay any Tax  Payment  (as  defined in
          Clause 16.1 (a)  (Definitions)  herein) to a Lender to the extent that
          such Tax  Payment  would  not have been  payable  if that  Lender  had
          complied with its obligations under this Subclause.
<PAGE>

23.4     Maintenance of insurance
     Each  Obligor  shall  maintain,  and  cause  each  of its  Subsidiaries  to
     maintain,  insurance with responsible and reputable  insurance companies or
     associations  in such amounts and covering such risks as is usually carried
     by companies engaged in similar businesses and owning similar properties in
     the same general areas in which the Obligors or such  Subsidiary  operates;
     provided,  however,  that each of the  Obligors  and its  Subsidiaries  may
     self-insure  to the same  extent  as other  companies  engaged  in  similar
     businesses and owning similar properties in the same general areas in which
     the Obligors or such Subsidiary  operates and to the extent consistent with
     prudent business practice.

23.5     Preservation of corporate existence, Etc.
     Each  Obligor  shall   preserve  and  maintain,   and  cause  each  of  its
     Subsidiaries to preserve and maintain, its corporate existence (other than,
     in the case of any  Subsidiary  which is not an  Obligor,  as a result of a
     solvent  winding-up  on terms  approved by the  Majority  Lenders),  rights
     (charter and statutory) and franchises, provided, however, that each of the
     Obligors and its  Subsidiaries  may consummate any merger or  consolidation
     permitted under Clause 23.9 (Mergers) and provided further that neither the
     Obligors  nor any of their  Subsidiaries  shall be required to preserve any
     right or franchise if the Board of Directors of the Parent shall  determine
     that the preservation  thereof is no longer desirable in the conduct of the
     business of the  relevant  Obligor or its  Subsidiaries,  and that the loss
     thereof is not  disadvantageous  in any  material  respect to the  relevant
     Obligor or its Subsidiaries or the Lenders.

23.6     Keeping of books
     Each Obligor shall keep, and cause each of its Subsidiaries to keep, proper
     books of record and  account,  in which full and correct  entries  shall be
     made of all  financial  transactions  and the  assets and  business  of the
     Obligors and each such  Subsidiary in  accordance  with GAAP in effect from
     time to time.

23.7     Reporting requirements
     23.7.1 Quarterly Statements of the Parent

     The Parent shall furnish to the Agent (in sufficient copies for each of the
     Lenders),  as soon as  available  and in any event within 45 days after the
     end of each of the  first  three  quarters  of each  financial  year of the
     Parent,  (i)  the  Consolidated   balance  sheet  of  the  Parent  and  its
     Subsidiaries as of the end of such quarter and  Consolidated  statements of
     income and cash flows of the Parent and its  Subsidiaries  for such quarter
     and for the period commencing at the end of the previous financial year and
     ending with the end of such quarter,  duly  certified  (subject to year-end
     audit  adjustments) by the chief financial  officer of the Parent as having
     been prepared in accordance  with GAAP and (ii)  certificates  of the chief
     financial  officer  of the Parent as to  compliance  with the terms of this
     Agreement and setting forth in reasonable detail the calculations necessary
     to demonstrate  compliance  with Clause 24 (Financial  covenant),  provided
     that in the event of any change in generally accepted accounting principles
     in the United States of America which is then applied in the preparation of
     such financial statements,  the Parent shall also provide, if necessary for
     the  determination  of compliance  with Clause 24 (Financial  covenant),  a
     statement of  reconciliation  conforming such financial  statements to GAAP
<PAGE>
     (which means,  for the avoidance of doubt,  generally  accepted  accounting
     principles in the United States of America consistent with those applied in
     the  preparation  of the  financial  statements  referred to in Clause 22.5
     (Financial Statements)).

     23.7.2 Annual Statements of the Parent

     The Parent shall furnish to the Agent (in sufficient copies for each of the
     Lenders),  as soon as  available  and in any event within 90 days after the
     end of each financial year of the Parent, a copy of the annual audit report
     for  such  year  for  the  Parent  and  its  Subsidiaries,  containing  the
     Consolidated balance sheet of the Parent and its Subsidiaries as of the end
     of such financial year and Consolidated statements of income and cash flows
     of the Parent and its  Subsidiaries  for such financial  year, in each case
     accompanied   by  an  opinion   acceptable  to  the  Majority   Lenders  by
     PricewaterhouseCoopers  LLP or  other  independent  public  accountants  of
     comparable size and of international reputation, provided that in the event
     of any change in generally  accepted  accounting  principles  in the United
     States  of  America  which  is  then  applied  in the  preparation  of such
     financial  statements,  the Parent shall also provide, if necessary for the
     determination  of  compliance  with  Clause  24  (Financial  covenant),   a
     statement of  reconciliation  conforming such financial  statements to GAAP
     (which means,  for the avoidance of doubt,  generally  accepted  accounting
     principles in the United States of America consistent with those applied in
     the  preparation  of the  financial  statements  referred to in Clause 22.5
     (Financial Statements)).

     23.7.3 Notification of Default

     The  Obligors  shall  furnish to the Agent,  as soon as possible and in any
     event within five days after the  occurrence of each Default  continuing on
     the date of such  statement,  a  statement  of a  director  of the  Company
     setting  forth  details of such  Default and the action  that the  relevant
     Obligor has taken and proposes to take with respect thereto.

     23.7.4 Communications to securityholders

     The  Obligors  shall  furnish to the Agent,  promptly  after the sending or
     filing thereof, copies of all material reports that the Parent sends to any
     of its  securityholders,  and copies of all  material  reports and material
     registration  statements that the Parent or any of its  Subsidiaries  files
     with the United States  Securities and Exchange  Commission or any national
     securities exchange.

     23.7.5 Notification of proceedings

     The Obligors shall furnish to the Agent,  promptly  after the  commencement
     thereof,  notice of all material actions and proceedings  before any court,
     governmental  agency or  arbitrator  affecting  any  Obligor  or any of its
     Subsidiaries of the type described in Clause 22.6 (No  proceedings  pending
     or threatened).

     23.7.6 Other information
<PAGE>
        Each Obligor shall furnish to the Agent such other information regarding
        any of the Obligors or any of its Subsidiaries as any Lender through the
        Agent may from time to time reasonably request from that Obligor.

     23.7.7 Delivery

     Reports and financial  statements  required to be delivered by the Obligors
     pursuant to subclauses 23.7.1,  23.7.2 and 23.7.4 of this Clause 23.7 shall
     be deemed to have been delivered on the date on which the Parent posts such
     reports, or reports containing such financial statements, on its website on
     the Internet at  www.iff.com  provided  that the Obligors  notify the Agent
     that such reports have been posted and that such web site is  accessible by
     the Agent and the Lenders;  and  provided  further that paper copies of the
     reports and financial  statements referred to in subclauses 23.7.1,  23.7.2
     and 23.7.4 of this Clause 23.7 shall be  delivered  by the  Obligors to the
     Agent or any Lender who  requests  it to deliver  such paper  copies  until
     written  notice to cease  delivering  paper copies is given by the Agent or
     such Lender; and provided further that in every instance the Obligors shall
     provide paper copies of the certificates or opinions required by subclauses
     23.7.1 and 23.7.2 of this  Clause 23.7 to the Agent and each of the Lenders
     until  such time as the Agent  shall  provide  any of them  written  notice
     otherwise.

23.8     Negative Pledge
     No Obligor shall create or suffer to exist, any Security on or with respect
     to any of its assets,  whether now owned or hereafter acquired,  or assign,
     or permit any of its  Subsidiaries to assign,  any right to receive income,
     other than:

     (a)  Permitted Securities;

     (b)  purchase  money  Securities  upon or in any real property or equipment
          acquired  or held by the  Parent  or any  Subsidiary  in the  ordinary
          course of business to secure the purchase  price of such real property
          or  equipment  or to secure  Debt  incurred  solely for the purpose of
          financing  the  acquisition  of such real  property or  equipment,  or
          Securities  existing on such real property or equipment at the time of
          its   acquisition   (other  than  any  such   Securities   created  in
          contemplation  of such  acquisition  that were not incurred to finance
          the  acquisition  of such real  property) or  extensions,  renewals or
          replacements  of any of the foregoing for the same or a lesser amount,
          provided,  however, that no such Security shall extend to or cover any
          assets of any  character  other than the real  property  or  equipment
          being acquired,  and no such extension,  renewal or replacement  shall
          extend to or cover any assets not theretofore  subject to the Security
          being  extended,  renewed  or  replaced,  provided  further  that  the
          aggregate principal amount of the indebtedness secured by the Security
          referred to in this paragraph (b) shall not exceed  US$60,000,000  (or
          its  equivalent  in  another  currency  or  currencies)  at  any  time
          outstanding;

     (c)  Securities  on assets of a person  existing at the time such person is
          merged into or  consolidated  with the Parent or any Subsidiary of the
          Parent or  becomes a  Subsidiary  of the  Parent;  provided  that such
          Securities  were  not  created  in   contemplation   of  such  merger,
          consolidation  or  acquisition  and do not extend to any assets  other
<PAGE>
          than  those of the  person so  merged  into or  consolidated  with the
          Parent  or  such   Subsidiary  or  acquired  by  the  Parent  or  such
          Subsidiary;

     (d)  other Securities securing Debt in an aggregate principal amount not to
          exceed  US$120,000,000  (or its  equivalent  in  another  currency  or
          currencies) at any time outstanding; and

     (e)  the  replacement,  extension or renewal of any  Security  permitted by
          paragraph  (c) above  provided  that such  replacement,  extension  or
          renewal  shall not extend to or cover any  assets  not  subject to the
          Security being replaced, extended or renewed and provided further that
          the grantor of the Security as obligor of the relevant  Debt shall not
          change and the amount of the Debt secured  thereby  shall not increase
          as a result of such replacement, extension or renewal.

23.9     Mergers
     No Obligor shall merge or  consolidate  with or into, or convey,  transfer,
     lease or otherwise dispose of (whether in one transaction or in a series of
     transactions)  all or substantially all of the assets (whether now owned or
     hereafter  acquired) of the Parent and its Subsidiaries,  taken as a whole,
     to any person, or permit any of its Subsidiaries to do so, except that:

     (a)  any Subsidiary of the Parent may merge or consolidate with or into, or
          dispose of assets to, any other Subsidiary of the Parent;

     (b)  any  Subsidiary  of the  Parent may merge into or dispose of assets to
          the Parent;

     (c)  the solvent  liquidation or  reorganisation of any member of the Group
          which is not an Obligor is permitted so long as any payments or assets
          distributed  as a result of such  liquidation  or  reorganisation  are
          distributed to other members of the Group;

     (d)  (without  prejudice to Clause 10.3 (Acquisition for Merger)),  each of
          the Obligors may merge with any other person so long as the  surviving
          corporation  has  the  obligations  expressed  to be  assumed  by  the
          relevant  Obligor  hereunder  and legal  opinions  in form and content
          satisfactory to the Agent have been delivered to it; and

     (e)  an Obligor may  dispose of an asset to a person  which is not a member
          of the Group on terms that such asset is to be  reacquired by a member
          of the  Group  (a "  Reacquisition  Sale and  Leaseback  Transaction")
          provided that the principal  obligations  of such member of the Group,
          when aggregated with the principal obligations of all other members of
          the Group in respect  of all other  Reacquisition  Sale and  Leaseback
          Transactions  entered  into after the date  hereof,  do not exceed US$
          50,000,000 (or its equivalent in another currency or currencies),

     provided, in each case, that no Event of Default shall have occurred and be
     continuing  at the  time of  such  proposed  transaction  or  would  result
     therefrom.
<PAGE>
23.10    Accounting changes
     No Obligor shall make or permit,  or permit any of its Subsidiaries to make
     or permit, any change in accounting policies or reporting practices, except
     as required or permitted by GAAP.

23.11    Change in nature of business
     No Obligor  shall  make,  or permit any of its  Subsidiaries  to make,  any
     material  change  in the  nature  of the  business  of the  Parent  and its
     Subsidiaries, taken as a whole, as carried on at the date hereof.

23.12    Subsidiary Debt
     No  Obligor  shall  permit any of its  Subsidiaries  to create or suffer to
     exist, any Debt other than:

     (a)  Debt owed to the Parent or to a wholly-owned Subsidiary of the Parent;

     (b)  Debt (not  falling  within  paragraphs  (a),  (c), (e) and (f) of this
          Clause 23.12 but including Debt falling  within  paragraph (d) of this
          Clause 23.12)  aggregating  for all of the Parent's  Subsidiaries  not
          more than  US$800,000,000  (or its  equivalent in another  currency or
          currencies) at any one time outstanding;

     (c)  endorsement  of  negotiable  instruments  for deposit or collection or
          similar transactions in the ordinary course of business;

     (d)  Debt owed pursuant to the Finance Documents;

     (e)  Debt which is effectively  subordinated to the payment  obligations of
          the Obligors to the Finance Parties  hereunder to the  satisfaction of
          the Agent; and

     (f)  Debt  arising  as a result of a member of the  Group  entering  into a
          Reacquisition  Sale  and  Leaseback   Transaction  provided  that  the
          principal  obligations  of such member of the Group,  when  aggregated
          with the  principal  obligations  of all other members of the Group in
          respect of all other  Reacquisition  Sale and  Leaseback  Transactions
          entered into after the date hereof,  do not exceed US$  50,000,000 (or
          its equivalent in another currency or currencies).

23.13    Pari passu
     Each  Obligor  shall  ensure  that at all times the  claims of the  Finance
     Parties  against it under the  Finance  Documents  rank at least pari passu
     with the claims of all its other  unsecured  and  unsubordinated  creditors
     save  those  whose  claims are  preferred  by any  bankruptcy,  insolvency,
     liquidation or other similar laws of general application.

23.14    Subsidiary Guarantors
     (a)  The Parent shall cause each of its Subsidiaries  that is or thereafter
          becomes a guarantor under any bank credit  facility  entered into by a
          Borrower to  guarantee  the  obligations  of any  Borrower  under this
          Agreement by delivering to the Agent:
<PAGE>
          (i)  a subsidiary  guarantee (the "Subsidiary  Guarantee") in form and
               substance  satisfactory to the Majority Lenders, duly executed by
               that Subsidiary (the "Subsidiary Guarantor");

          (ii) the  documents  described  in  Schedule 7  (Subsidiary  Guarantee
               Documents); and

          (iii)opinions   of   reputable   counsel   in  the   jurisdiction   of
               incorporation of the Subsidiary Guarantor reasonably satisfactory
               to the Majority  Lenders and of special US counsel for the Parent
               or other counsel reasonably  satisfactory to the Majority Lenders
               (which opinions shall be reasonably  satisfactory to the Majority
               Lenders   and   may   be   subject   to   customary   exceptions,
               qualifications  and limitations under the  circumstances  none of
               which may relate to the  absence of  shareholder  approval  or be
               material to the  practical  realisation  of the benefits and pari
               passu  ranking with the right of pro rata recovery of a guarantee
               of  unsecured  and  unsubordinated  Debt) to the effect that such
               Subsidiary  Guarantee  has been  duly  authorised,  executed  and
               delivered by such Subsidiary  Guarantor and is valid, binding and
               enforceable  in  accordance  with its terms and the claims of the
               Lenders  (having  the  benefits  of  such  Subsidiary  Guarantee)
               against such  Subsidiary  Guarantor  will be enforced on a parity
               with the claims of other unsecured and  unsubordinated  creditors
               of such Subsidiary Guarantor in a bankruptcy, insolvency or other
               analogous proceeding arising in the jurisdiction of incorporation
               of such Subsidiary Guarantor.

     (b)  The Parent need only perform its obligations under paragraph (a) above
          if it is  not  unlawful  for  the  relevant  Subsidiary  to  become  a
          Subsidiary  Guarantor  or it would not result in  personal or criminal
          liability for that  Subsidiary's  directors or other  management.  The
          Parent must use, and must procure that the relevant  person uses,  all
          reasonable endeavours lawfully available to avoid such unlawfulness or
          personal or criminal  liability.  This includes agreeing to a limit on
          the amount  guaranteed.  The Agent may (but  shall not be obliged  to)
          agree to such a limit if, in its  reasonable  opinion,  to do so would
          avoid the relevant unlawfulness or personal or criminal liability.

23.15    "Know your customer" checks
     23.15.1 If:

     (a)  the  introduction  of or any  change  in  (or  in the  interpretation,
          administration or application of) any law or regulation made after the
          date of this Agreement;

     (b)  any  change in the  status of an  Obligor  or the  composition  of the
          shareholders of an Obligor after the date of this Agreement; or

     (c)  a proposed assignment or transfer by a Lender of any of its rights and
          obligations under this Agreement to a party that is not a Lender prior
          to such assignment or transfer,
<PAGE>
     obliges the Agent or any Lender (or,  in the case of  paragraph  (c) above,
     any  prospective new Lender) to comply with "know your customer" or similar
     identification  procedures in circumstances where the necessary information
     is not  already  available  to it, each  Obligor  shall  promptly  upon the
     request of the Agent or any Lender  supply,  or procure the supply of, such
     documentation  and other  evidence as is reasonably  requested by the Agent
     (for  itself,  or on behalf of any Lender) or any Lender (for itself or, in
     the case of the event  described in paragraph  (iii) above, or on behalf of
     any prospective new Lender) in order for the Agent,  such Lender or, in the
     case of the event  described in paragraph (c) above,  any  prospective  new
     Lender to carry out and be  satisfied it has  complied  with all  necessary
     "know your customer" or other similar checks under all applicable  laws and
     regulations  pursuant  to the  transactions  contemplated  in  the  Finance
     Documents.

23.15.2           Each Lender shall promptly upon the request of the Agent
                  supply, or procure the supply of, such documentation and other
                  evidence as is reasonably requested by the Agent (for itself)
                  in order for the Agent to carry out and be satisfied it has
                  complied with all necessary "know your customer" or other
                  similar checks under all applicable laws and regulations
                  pursuant to the transactions contemplated in the Finance
                  Documents.

23.15.3           The Company shall, by not less than 10 Business Days' prior
                  written notice to the Agent, notify the Agent (which shall
                  promptly notify the Lenders) of its intention to request that
                  one of its Subsidiaries becomes an Additional Borrower
                  pursuant to Clause 27.2 (Additional Borrowers).

23.15.4           Following the giving of any notice pursuant to Clause 23.15.3
                  above, if the accession of such Additional Borrower obliges
                  the Agent or any Lender to comply with "know your customer" or
                  similar identification procedures in circumstances where the
                  necessary information is not already available to it, the
                  Parent shall promptly upon the request of the Agent or any
                  Lender supply, or procure the supply of, such documentation
                  and other evidence as is reasonably requested by the Agent
                  (for itself or on behalf of any Lender) or any Lender (for
                  itself or on behalf of any prospective new Lender) in order
                  for the Agent, such Lender or any prospective new Lender to
                  carry out and be satisfied it has complied with all necessary
                  "know your customer" or other similar checks under all
                  applicable laws and regulations pursuant to the accession of
                  such Subsidiary to this Agreement as an Additional Borrower.

23.16    Patriot Act
        The Lenders hereby notify the Borrowers that pursuant to the
        requirements of the Patriot Act, they are required to obtain, verify and
        record information that identifies the Borrowers, which information
        includes the name and address of the Borrowers and other information
        that will allow the Lenders to identify the Borrowers in accordance with
        the terms of the Patriot Act.
<PAGE>
23.17    Filing of 2002 and 2003 Annual Accounts of the Company
        The Company shall file its 2002 and 2003 annual accounts as soon as
        reasonably practicable and in any event within the following time limits
        after the date of this Agreement:

     (c)  the 2002 annual accounts shall be filed with the Luxembourg commercial
          and  companies  register  (which for the purpose of this Clause  23.17
          shall be referred to as the "Register") within 3 months; and

     (d)  the 2003 annual  accounts  shall be filed with the  Register  within 9
          months.

     The  rights of the  Finance  Parties  in  respect  of any Event of  Default
     (including  any Event of Default  referred to in Clause 25.5  (Insolvency))
     arising  as  a  consequence  of  any  failure  to  comply  with  any  legal
     requirements to approve or file any annual accounts with the Register shall
     remain unaffected and unwaived.

24.     FINANCIAL COVENANT

     So long as any amount  shall remain  unpaid under the Finance  Documents or
     any Lender shall have any Commitment hereunder, the Parent shall maintain a
     ratio  of Net Debt as at the end of any  Relevant  Period  to  consolidated
     EBITDA in respect of such Relevant Period of not more than 3.25:1.

25.      EVENTS OF DEFAULT

     Each of the  events  or  circumstances  set out in Clause 25 is an Event of
     Default.

25.1     Non-payment
     An  Obligor  shall  fail to pay any  amount  of  principal  under a Finance
     Document  when the same becomes due and payable  unless such failure to pay
     is caused by technical or  administrative  error or a Disruption  Event and
     payment is made within three  Business  Days of its due date; or an Obligor
     shall fail to pay any  interest on any such amount of principal or make any
     other  payment of fees or other amounts  payable  under a Finance  Document
     within three Business Days after the same becomes due and payable.

25.2     Misrepresentation
     Any  representation  or  warranty  made or  confirmed  to be  correct by an
     Obligor  herein  (or any of its  officers)  in  connection  with a  Finance
     Document  shall prove to have been  incorrect or misleading in any material
     respect  when made or  confirmed  provided  that no Event of Default  shall
     occur under this Clause by reason of any representation by the Borrower set
     out in Clause  22.11  (Dutch  Banking  Act)  being  untrue in any  material
     respect as a result of a Lender's representation under Clause 2.3 (Lenders'
     PMP  representations)  as to its status as a PMP being  untrue (but without
     prejudice to the rights of the Finance  Parties under this Agreement  other
     than under this Clause 25.2 (Misrepresentation) or under applicable law and
     without  prejudice to any other Event of Default  which may occur by reason
     of any  representation  set out in Clause 22.11  (Dutch  Banking Act) being
     untrue in any material respect).
<PAGE>
25.3     Other obligations

     (a)  An Obligor  shall fail to perform  or observe  any term,  covenant  or
          agreement   contained  in  Clauses  23.5  (Preservation  of  corporate
          existence,  Etc.),  23.8  (Negative  Pledge),  23.9  (Mergers),  23.11
          (Change in nature of business) or Clause 24 (Financial Covenant); or

     (b)  an Obligor  shall fail to perform or observe any other term,  covenant
          or agreement  contained in any of the Finance Documents on its part to
          be performed or observed if such failure shall remain  unremedied  for
          10 days  after  written  notice  thereof  shall have been given to the
          Borrower by the Agent or any Lender.

25.4     Cross default
     Any Obligor or any of its  Subsidiaries  shall fail to pay any principal of
     or premium or interest on any Debt that is  outstanding  in a principal  or
     notional amount of at least the higher of US$75,000,000  and  EUR60,000,000
     (or the  equivalent to the higher of those  amounts in another  currency or
     currencies) in the aggregate (but excluding Debt outstanding  hereunder) of
     such Obligor or such Subsidiary (as the case may be), when the same becomes
     due and  payable  (whether  by  scheduled  maturity,  required  prepayment,
     acceleration,  demand or otherwise),  and such failure shall continue after
     the  applicable  grace  period,  if  any,  specified  in the  agreement  or
     instrument  relating  to such  Debt;  or any  other  event  shall  occur or
     condition  shall exist under any  agreement or  instrument  relating to any
     such Debt and shall  continue after the  applicable  grace period,  if any,
     specified in such agreement or  instrument,  if the effect of such event or
     condition is to accelerate,  or to permit the acceleration of, the maturity
     of such Debt; or any such Debt shall be declared to be due and payable,  or
     required  to be prepaid or redeemed  (other  than by a regularly  scheduled
     required prepayment or redemption),  purchased or defeased,  or an offer to
     prepay, redeem, purchase or defease such Debt shall be required to be made,
     in each case prior to the stated maturity thereof.

25.5     Insolvency
        Any Obligor or any of its Subsidiaries shall:

     (a)  generally  not pay its debts as such  debts  become  due (which in the
          case of a Luxembourg  entity,  and without prejudice to the provisions
          set out in this paragraph,  means that such Luxembourg entity is or is
          deemed  to be in a  state  of  cessation  of  payments  (cessation  de
          payments) and has lost its commercial creditworthiness (ebranlement de
          credit));

     (b)  admit in writing its inability to pay its debts generally;

     (c)  make a general assignment for the benefit of creditors; or

     (d)  any  proceeding  shall be instituted by or against such Obligor or any
          of its Subsidiaries seeking:

          (i)  to adjudicate it a bankrupt or insolvent;
<PAGE>
          (ii) liquidation,    winding   up,    reorganisation,    examinership,
               arrangement, adjustment, protection, relief, or composition of it
               or its debts under any law relating to bankruptcy,  insolvency or
               reorganisation  or examinership or relief of debtors (such as, in
               particular,   under   Luxembourg  law,  a  "faillite",   "gestion
               controlee",    "concordat    judiciaire"    or   a   "liquidation
               judiciaire"); or

          (iii)attachment,  sequestration, distress or execution or the entry of
               an order for relief or the  appointment  of a receiver,  trustee,
               examiner,  custodian or other similar  official for it or for any
               part of its assets,

     and in the  case of any  such  proceeding  instituted  against  it (but not
     instituted  by it),  either such  proceeding  shall remain  undismissed  or
     unstayed  for a period  of 30 days,  or any of the  actions  sought in such
     proceeding (including, without limitation, the entry of an order for relief
     against, or the appointment of a receiver, trustee, custodian,  examiner or
     other similar  official for, it or for any part of its assets) shall occur;
     or any Obligor or other member of the Group shall take any corporate action
     to authorise any of the actions set forth above in this Clause 25.5.

     However,  no Event of Default  will occur  under  this  Clause  25.5 if the
     events or  circumstances  referred to in paragraphs  (a) to (d) above apply
     only  to a  member  or  members  of the  Group  which  is or are  not  (an)
     Obligor(s) unless:

     (1)  the aggregate amount of the consolidated  assets of each member of the
          Group  which is the  subject of any such event or  circumstance,  when
          aggregated  with the  consolidated  assets of each other member of the
          Group which is the subject of any such event or circumstance, is equal
          to or greater than 7.5% of the consolidated assets of the Group; or

     (2)  the aggregate  amount of the  consolidated net sales of each member of
          the Group which is the subject of any such event or circumstance, when
          aggregated with the consolidated net sales of each other member of the
          Group which is the subject of any such event or circumstance, is equal
          to or greater than 7.5% of the consolidated net sales of the Group.

     For the purposes of paragraphs (1) and (2) above, the  consolidated  assets
     and  consolidated  net sales of any member of the Group shall be determined
     by  reference to the most recent  financial  year of the Group and the most
     recent set of annual audited  accounts of the relevant member of the Group,
     if any (which, in the case of the consolidated  assets and consolidated net
     sales of the Group,  shall mean the  financial  statements  referred  to in
     Clause 22.5  (Financial  Statements)  or the most  recent set of  financial
     statements  delivered  pursuant  to Clause 23.7  (Reporting  requirements),
     whichever has been most recently delivered to the Agent hereunder) provided
     that in the  absence of any such  accounts in relation to any member of the
     Group  other  than the  Parent  the  figures  for  consolidated  assets and
     consolidated  net sales of such member of the Group shall be  determined by
     such member of the Group's auditors.
<PAGE>
25.6     Creditors' Process
     Any expropriation, attachment, sequestration, distress or execution affects
     any asset or assets of a member of the Group where the  aggregate  value of
     such asset or assets,  when aggregated with the value of any other asset or
     assets of a member of the Group subject to any  expropriation,  attachment,
     sequestration,  distress or  execution,  exceeds  US$30,000,000  and is not
     discharged within 10 days.

25.7     Control of the Borrowers
     The Parent  shall cease to own,  directly or  indirectly,  the whole of the
     outstanding issued share capital of any of the Borrowers unless:

     (a)  there are no outstandings of such Borrower under any Finance Document;
          or

     (b)  any  outstandings  of such  Borrower  under any Finance  Document  are
          repaid on the date such cessation takes place

and the relevant Borrower resigns as a Borrower under this Facility Agreement.

25.8     ERISA liabilities
     The  Parent  or any of its  ERISA  Affiliates  shall  incur,  or  shall  be
     reasonably  likely to incur  liability in excess of  US$50,000,000  (or its
     equivalent in another  currency or currencies) in the aggregate as a result
     of one or more of the following:

     (a)  the occurrence of any ERISA Event;

     (b)  the partial or complete  withdrawal  of the Parent or any of its ERISA
          Affiliates from a Multiemployer Plan; or

     (c)  the reorganisation or termination of a Multiemployer Plan.

25.9     Unlawfulness
     At any time an  Obligor  no  longer  has the  legal  power to  perform  its
     obligations  under the Finance  Documents  to which it is a party or to own
     its  assets  or to carry on its  business  or at any time it is or  becomes
     unlawful  for an Obligor or the Parent to perform or comply with any or all
     of its payment and other material obligations under any Finance Document to
     which  it is a party  or any of such  obligations  are not or  cease  to be
     legal, valid, binding and enforceable.

25.10    Repudiation
     An  Obligor  shall  repudiate  a  Finance  Document  or shall  evidence  an
     intention to repudiate a Finance Document.

25.11    Tax status
     A notice under Section 36 of the Tax Collection Act (Invorderingswet  1990)
     or section 16d of the Social Insurance  Coordination  Act)  (Coordinatiewet
     Sociale   Verzekeringen)  has  been  given  by  any  member  of  the  Group
     incorporated in the Netherlands.
<PAGE>
25.12    Material adverse change
     Any event or circumstance shall occur which could reasonably be expected to
     have a material adverse effect on the ability of the Obligors to perform or
     comply with their payment obligations under the Finance Documents and their
     obligations under Clause 24 (Financial Covenant).

25.13    Acceleration
     On and at any time after the  occurrence  of an Event of Default  the Agent
     may,  and shall if so directed by the  Majority  Lenders,  by notice to the
     Company:

     (a)  cancel  the Total  Commitments  whereupon  they shall  immediately  be
          cancelled;

     (b)  declare that all or part of the Loans, together with accrued interest,
          and  all  other  amounts  accrued  under  the  Finance   Documents  be
          immediately due and payable,  whereupon they shall become  immediately
          due and payable; and/or

     (c)  declare that all or part of the Loans be payable on demand,  whereupon
          they shall  immediately  become  payable on demand by the Agent on the
          instructions of the Majority Lenders,

     provided,  however,  that in the event of an  actual or deemed  entry of an
     order  for  relief  with  respect  to  the  Parent  or  any  other  Obligor
     incorporated or organised under the laws of the United States of America or
     any  State  of the  United  States  of  America  under  the  United  States
     Bankruptcy Code shall occur, (A) the Total Commitments shall  automatically
     be cancelled  and (B) the Loans,  together with accrued  interest,  and all
     other  amounts  accrued  under the Finance  Documents  shall  automatically
     become and be due and payable, without presentment,  demand, protest or any
     notice  of any  kind,  all of which  are  hereby  expressly  waived  by the
     Obligors.
<PAGE>

                                   SECTION 9.

                             changes to the parties

26.      CHANGES TO THE LENDERS

26.1     Assignments and transfers by the Lenders

     Subject to this Clause 26, a Lender (the "Existing Lender") may:

     (a)  assign any of its rights; or

     (b)  transfer by novation any of its rights and obligations,

     to another bank or financial  institution (the "New Lender")  provided that
     if any Lender  assigns or  transfers  any of its  Commitment  it shall also
     transfer an equal proportion of the Loans and vice versa.

26.2     Conditions of assignment or transfer

     (a)  Unless an Event of Default has occurred and is continuing, the consent
          of the Company is required for an  assignment or transfer by a Lender,
          unless the assignment or transfer is to another Lender or an Affiliate
          of a Lender.

     (b)  The consent of the Company to an  assignment  or transfer  must not be
          unreasonably  withheld or delayed.  The Company will be deemed to have
          given its consent 10 Business  Days after the Lender has  requested it
          unless consent is expressly refused by the Company within that time.

     (c)  The consent of the Company to an  assignment  or transfer  must not be
          withheld  solely  because the  assignment or transfer may result in an
          increase to the Mandatory Cost.

     (d)  An  assignment  will  only be  effective  on  receipt  by the Agent of
          written  confirmation  from the New  Lender  (in  form  and  substance
          satisfactory  to the Agent)  that the New Lender  will assume the same
          obligations  to the other Finance  Parties as it would have been under
          if it was an Original Lender.

     (e)  A transfer  will only be effective if the  procedure set out in Clause
          26.5 (Procedure for transfer) is complied with.

     (f)  If:

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

          (ii) as a result of circumstances existing at the date the assignment,
               transfer or change occurs,  the Borrower would be obliged to make
               a payment  to the New  Lender or Lender  acting  through  its new
               Facility Office under Clause 16 (Tax gross-up and indemnities) or
               Clause 17 (Increased costs),
<PAGE>
     then the New Lender or Lender  acting  through its new  Facility  Office is
     only entitled to receive  payment under those Clauses to the same extent as
     the Existing  Lender or Lender acting through its previous  Facility Office
     would have been if the assignment, transfer or change had not occurred.

     (g)  If on the date the  assignment  or transfer  becomes  effective  it is
          required  such New  Lender is a  Professional  Market  Party,  the New
          Lender must make the explicit  declaration and  representation set out
          in paragraph 4 of the Transfer Certificate.

26.3     Assignment or transfer fee

     The New Lender  shall,  on the date upon which an  assignment  or  transfer
     takes effect, pay to the Agent (for its own account) a fee of EUR2,500.

26.4     Limitation of responsibility of Existing Lenders

     (a)  Unless expressly  agreed to the contrary,  an Existing Lender makes no
          representation  or  warranty  and assumes no  responsibility  to a New
          Lender for:

          (i)  the legality, validity, effectiveness, adequacy or enforceability
               of the Finance Documents or any other documents;

          (ii) the financial condition of any of the Obligors;

          (iii)the  performance and observance by any Obligor of its obligations
               under the Finance  Documents  to which it is a party or any other
               documents; or

          (iv) the accuracy of any statements  (whether written or oral) made in
               or in connection with any Finance Document or any other document,

     and any representations or warranties implied by law are excluded.

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

          (i)  has  made  (and  shall  continue  to  make)  its own  independent
               investigation  and  assessment  of the  financial  condition  and
               affairs of the  Obligors and its related  entities in  connection
               with  its  participation  in this  Agreement  and has not  relied
               exclusively  on any  information  provided to it by the  Existing
               Lender in connection with any Finance Document; and

          (ii) will  continue  to make  its  own  independent  appraisal  of the
               creditworthiness  of the Obligors and its related entities whilst
               any amount is or may be outstanding  under the Finance  Documents
               or any Commitment is in force.

     (c)  Nothing in any Finance Document obliges an Existing Lender to:

          (i)  accept a  re-transfer  from a New Lender of any of the rights and
               obligations assigned or transferred under this Clause 26; or
<PAGE>
          (ii) support  any losses  directly or  indirectly  incurred by the New
               Lender by reason of the  non-performance  by any  Obligor  of its
               obligations under the Finance Documents or otherwise.

26.5     Procedure for transfer

          (a)  Subject to the conditions  set out in Clause 26.2  (Conditions of
               assignment or transfer) a transfer is effected in accordance with
               paragraph  (b) below when the Agent  executes an  otherwise  duly
               completed  Transfer  Certificate  delivered to it by the Existing
               Lender and the New Lender.  The Agent shall within five  Business
               Days of receipt by it of a duly  completed  Transfer  Certificate
               appearing on its face to comply with the terms of this  Agreement
               and  delivered in  accordance  with the terms of this  Agreement,
               execute that Transfer Certificate.

          (b)  On the Transfer Date:

               (i)  to the extent that in the Transfer  Certificate the Existing
                    Lender   seeks  to  transfer  by  novation  its  rights  and
                    obligations under the Finance Documents each of the Obligors
                    and the  Existing  Lender  shall be  released  from  further
                    obligations  towards one another under the Finance Documents
                    and their  respective  rights  against one another  shall be
                    cancelled (being the "Discharged Rights and Obligations");

               (ii) each  of the  Obligors  and  the  New  Lender  shall  assume
                    obligations   towards  one  another  and/or  acquire  rights
                    against one another which differ from the Discharged  Rights
                    and  Obligations  only  insofar as that  Obligor and the New
                    Lender have  assumed  and/or  acquired  the same in place of
                    that Obligor and the Existing Lender;

               (iii)the Agent,  the Mandated Lead Arrangers,  the New Lender and
                    other  Lenders  shall acquire the same rights and assume the
                    same  obligations  between  themselves  as they  would  have
                    acquired  and  assumed  had the New Lender  been an Original
                    Lender  with  the  rights  and/or  obligations  acquired  or
                    assumed by it as a result of the transfer and to that extent
                    the Agent,  the  Mandated  Lead  Arrangers  and the Existing
                    Lender shall each be released  from further  obligations  to
                    each other under this Agreement; and

               (iv) the New Lender shall become a Party as a "Lender".

26.6     Copy of Transfer Certificate to Company

          The  Agent  shall,  as soon as  reasonably  practicable  after  it has
          executed a Transfer  Certificate,  send to the  Company a copy of that
          Transfer Certificate.

26.7     Disclosure of information

          Any Lender may disclose to any of its Affiliates and any other person:
<PAGE>
     (a)  to (or  through)  whom  that  Lender  assigns  or  transfers  (or  may
          potentially  assign  or  transfer)  all  or  any  of  its  rights  and
          obligations under this Agreement;

     (b)  with (or  through)  whom that Lender  enters into (or may  potentially
          enter  into)  any  sub-participation  in  relation  to,  or any  other
          transaction  under which payments are to be made by reference to, this
          Agreement or any Obligor; or

     (c)  to  whom,  and to the  extent  that,  information  is  required  to be
          disclosed by any applicable law or regulation,

          any information about any Obligor, the Group and the Finance Documents
          as that Lender shall consider appropriate.

27.      CHANGES TO THE OBLIGORS

27.1     Assignment and transfers by Obligors
          No Obligor may assign any of its rights or transfer  any of its rights
          or obligations under the Finance Documents.

27.2     Additional Borrowers

 27.2.1   Subject to compliance  with the  provisions  of Clauses  23.15.3 and
          23.15.4 of Clause 23.15 ("Know your customer" checks),  the Parent may
          request  that  any  of  its  wholly  owned  Subsidiaries   becomes  an
          Additional  Borrower.  That  Subsidiary  shall  become  an  Additional
          Borrower if:

          (a)  in  the  case  of a  Subsidiary  which  is  not  incorporated  or
               organised in an OECD  Jurisdiction,  all the Lenders  approve the
               addition of that Subsidiary;

          (b)  in the case of a Subsidiary which is incorporated or organised in
               an OECD  Jurisdiction,  the Majority Lenders approve the addition
               of that Subsidiary

          (c)  the Parent  delivers to the Agent a duly  completed  and executed
               Accession Letter;

          (d)  the Parent  confirms that no Default is continuing or would occur
               as a result of that Subsidiary  becoming an Additional  Borrower;
               and

          (e)  the Agent has received all of the  documents  and other  evidence
               listed in Part B of Schedule 2 (Conditions precedent) in relation
               to  that  Additional   Borrower,   each  in  form  and  substance
               satisfactory to the Agent.

 27.2.2   The Agent  shall  notify the Parent and the  Lenders  promptly  upon
          being   satisfied   that  it  has  received  (in  form  and  substance
          satisfactory  to it) all the  documents and other  evidence  listed in
          Part B of Schedule 2 (Conditions precedent).

27.3     Repetition of Representations
          Delivery  of an  Accession  Letter  constitutes  confirmation  by  the
          relevant Subsidiary that the representations and warranties  contained
          in Clause 22  (Representations  and Warranties),  other than those set
          out in the  last  sentence  of  Clause  22.5  (Financial  Statements),
<PAGE>
          paragraph (a) of Clause 22.6 (No  proceedings  pending or  threatened)
          and  paragraphs  (a),  (b)  and (c) of  Clause  22.10  (No  misleading
          information), are true and correct in relation to it as at the date of
          delivery as if made by reference to the facts and  circumstances  then
          existing.

27.4     Resignation of a Borrower

     (a)  The Company may request that a Borrower (other than the Company or the
          Parent)  ceases  to  be a  Borrower  by  delivering  to  the  Agent  a
          Resignation Letter.

     (b)  The Agent shall accept a Resignation Letter and notify the Company and
          the Lenders of its acceptance if:

          (i)  no Default is continuing  or would result from the  acceptance of
               the Resignation Letter (and the Company has confirmed this is the
               case); and

          (ii) the Borrower is under no actual or  contingent  obligations  as a
               Borrower under any Finance Documents,

               Whereupon  that  company  shall cease to be a Borrower  and shall
               have no further rights or obligation under the Finance Documents.

<PAGE>

                                  SECTION 10.

                               THE FINANCE PARTIES

28.      ROLE OF THE AGENT AND THE MANDATED LEAD ARRANGERS

28.1     Appointment of the Agent

          (a)  Each of the Mandated Lead Arrangers and the Lenders  appoints the
               Agent  to act as its  agent  under  and in  connection  with  the
               Finance Documents.

          (b)  Each of the Mandated Lead  Arrangers  and the Lenders  authorises
               the  Agent  to  exercise  the  rights,  powers,  authorities  and
               discretions   specifically   given  to  the  Agent  under  or  in
               connection  with the Finance  Documents  together  with any other
               incidental rights, powers, authorities and discretions.

28.2     Duties of the Agent

          (a)  The Agent  shall  promptly  forward to a Party the  original or a
               copy of any  document  which is  delivered  to the Agent for that
               Party by any other Party.

          (b)  If the  Agent  receives  notice  from a Party  referring  to this
               Agreement, describing a Default and stating that the circumstance
               described is a Default, it shall promptly notify the Lenders.

          (c)  The Agent  shall  promptly  notify  the  Lenders  of any  Default
               arising under Clause 25.1 (Non-payment).

          (d)  The  Agent's  duties  under  the  Finance  Documents  are  solely
               mechanical and administrative in nature.

28.3     Role of the Mandated Lead Arrangers

     Except as  specifically  provided  in the  Finance  Documents,  none of the
     Mandated  Lead  Arrangers  has  obligations  of any kind to any other Party
     under or in connection with any Finance Document.

28.4     No fiduciary duties

          (a)  Nothing in this Agreement  constitutes  the Agent or the Mandated
               Lead Arrangers as a trustee or fiduciary of any other person.

          (b)  Neither the Agent nor the Mandated Lead Arrangers  shall be bound
               to account to any Lender for any sum or the profit element of any
               sum received by it for its own account.

28.5     Business with the Group

     The Agent and the Mandated Lead Arrangers may accept  deposits  from,  lend
     money to and generally engage in any kind of banking or other business with
     any member of the Group.
<PAGE>

28.6     Rights and discretions of the Agent

          (a)  The Agent may rely on:

               (i)  any representation,  notice or document believed by it to be
                    genuine, correct and appropriately authorised; and

               (ii) any statement  made by a director,  authorised  signatory or
                    employee  of any  person  regarding  any  matters  which may
                    reasonably  be assumed to be within his  knowledge or within
                    his power to verify.

     (b)  The Agent may assume (unless it has received notice to the contrary in
          its capacity as agent for the Lenders) that:

          (i)  no Default  has  occurred  (unless it has actual  knowledge  of a
               Default arising under Clause 25.1 (Non-payment));

          (ii) any right, power,  authority or discretion vested in any Party or
               the Majority Lenders has not been exercised; and

          (iii)any  notice  or  request  made  by  the  Company  (other  than  a
               Utilisation  Request)  is made on behalf of and with the  consent
               and knowledge of all the Obligors.

     (c)  The Agent may  engage,  pay for and rely on the advice or  services of
          any lawyers, accountants, surveyors or other experts.

     (d)  The Agent may act in  relation to the  Finance  Documents  through its
          personnel and agents.

28.7     Majority Lenders' instructions

     (a)  Unless a contrary indication appears in a Finance Document,  the Agent
          shall (a) act in accordance with any  instructions  given to it by the
          Majority  Lenders  (or,  if so  instructed  by the  Majority  Lenders,
          refrain  from acting or  exercising  any right,  power,  authority  or
          discretion  vested in it as Agent)  and (b) not be liable  for any act
          (or  omission)  if it acts (or  refrains  from  taking any  action) in
          accordance with such an instruction of the Majority Lenders.

     (b)  Unless a  contrary  indication  appears  in a  Finance  Document,  any
          instructions  given by the Majority Lenders will be binding on all the
          Lenders and the Mandated Lead Arrangers.

     (c)  The Agent may refrain from acting in accordance with the  instructions
          of the Majority Lenders (or, if appropriate, the Lenders) until it has
          received  such  security  as it may  require  for  any  cost,  loss or
          liability  (together  with any  associated  VAT) which it may incur in
          complying with the instructions.
<PAGE>
     (d)  In the absence of  instructions  from the  Majority  Lenders,  (or, if
          appropriate,  the  Lenders)  the Agent may act (or refrain from taking
          action) as it considers to be in the best interest of the Lenders.

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

28.8     Responsibility for documentation

     Neither the Agent nor any of the Mandated Lead Arrangers:

     (a)  is responsible for the adequacy,  accuracy and/or  completeness of any
          information  (whether  oral  or  written)  supplied  by the  Agent,  a
          Mandated Lead Arranger,  an Obligor or any other person given in or in
          connection with any Finance Document or the Information Memorandum; or

     (b)  is responsible for the legality, validity, effectiveness,  adequacy or
          enforceability  of  any  Finance  Document  or  any  other  agreement,
          arrangement or document entered into, made or executed in anticipation
          of or in connection with any Finance Document.

28.9     Exclusion of liability

     (a)  Without limiting paragraph (b) below, the Agent will not be liable for
          any  action  taken  by it  under or in  connection  with  any  Finance
          Document,  unless  directly  caused by its gross  negligence or wilful
          misconduct.

     (b)  No Party may take any  proceedings  against any  officer,  employee or
          agent of the Agent in respect of any claim it might have  against  the
          Agent  or in  respect  of any  act or  omission  of any  kind  by that
          officer, employee or agent in relation to any Finance Document and any
          officer,  employee  or agent  of the  Agent  may  rely on this  Clause
          subject to Clause 1.6 (Third Party  Rights) and the  provisions of the
          Third Parties Act.

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

28.10    Lenders' indemnity to the Agent

     Each Lender shall (in proportion to its share of the Total  Commitments or,
     if the  Total  Commitments  are  then  zero,  to  its  share  of the  Total
     Commitments  immediately  prior to their  reduction to zero)  indemnify the
     Agent,  within three  Business  Days of demand,  against any cost,  loss or
     liability incurred by the Agent (and the Agent shall refund such payment if
     the Lenders can prove that such cost,  loss or  liability  was  incurred by
<PAGE>
     reason of the Agent's gross  negligence or wilful  misconduct) in acting as
     Agent under the Finance  Documents (unless the Agent has been reimbursed by
     an Obligor pursuant to a Finance Document).

28.11    Resignation of the Agent

     (a)  The Agent may resign and appoint one of its Affiliates as successor by
          giving notice to the Lenders and the Borrower.

     (b)  Alternatively the Agent may resign by giving notice to the Lenders and
          the Company,  in which case the Majority  Lenders (after  consultation
          with the Company) may appoint a successor Agent.

     (c)  If the  Majority  Lenders  have not  appointed  a  successor  Agent in
          accordance  with  paragraph  (b) above  within 30 days after notice of
          resignation was given, the Agent (after consultation with the Company)
          may appoint a successor Agent.

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

     (e)  The  Agent's  resignation  notice  shall  only  take  effect  upon the
          appointment of a successor.

     (f)  Upon the  appointment  of a  successor,  the  retiring  Agent shall be
          discharged  from any  further  obligation  in respect  of the  Finance
          Documents but shall remain  entitled to the benefit of this Clause 28.
          Its successor and each of the other Parties shall have the same rights
          and  obligations  amongst  themselves  as they  would have had if such
          successor had been an original Party.

     (g)  After  consultation  with the Company,  the  Majority  Lenders may, by
          notice to the Agent, require it to resign in accordance with paragraph
          (b) above.  In this event,  the Agent shall resign in accordance  with
          paragraph (b) above.

28.12    Confidentiality

     (a)  In  acting  as agent  for the  Finance  Parties,  the  Agent  shall be
          regarded as acting through its agency  division which shall be treated
          as a separate entity from any other of its divisions or departments.

     (b)  If  information  is received by another  division or department of the
          Agent,  it  may  be  treated  as  confidential  to  that  division  or
          department and the Agent shall not be deemed to have notice of it.

     (c)  Notwithstanding  any other  provision  of any Finance  Document to the
          contrary,  neither the Agent nor any of the Mandated Lead Arrangers is
          obliged  to  disclose  to  any  other  person  (i)  any   confidential
          information or (ii) any other  information if the disclosure  would or
          might in its  reasonable  opinion  constitute a breach of any law or a
          breach of a fiduciary duty.
<PAGE>
28.13    Relationship with the Lenders

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

     (b)  Each Lender  shall supply the Agent with any  information  required by
          the Agent in order to calculate the Mandatory Cost in accordance  with
          Schedule 4 (Mandatory Cost formulae).

28.14    Credit appraisal by the Lenders

     Without  affecting  the  responsibility  of  any  Obligor  for  information
     supplied by it or on its behalf in  connection  with any Finance  Document,
     each  Lender  confirms  to the  Agent  and to  each  of the  Mandated  Lead
     Arrangers that it has been, and will continue to be, solely responsible for
     making its own independent appraisal and investigation of all risks arising
     under or in connection with any Finance Document  including but not limited
     to:

     (a)  the  financial  condition,  status  and  nature of each  member of the
          Group;

     (b)  the legality, validity,  effectiveness,  adequacy or enforceability of
          any Finance Document and any other agreement,  arrangement or document
          entered  into,  made or  executed  in  anticipation  of,  under  or in
          connection with any Finance Document;

     (c)  whether  that Lender has  recourse,  and the nature and extent of that
          recourse,  against any Party or any of its respective  assets under or
          in connection with any Finance Document, the transactions contemplated
          by the  Finance  Documents  or any  other  agreement,  arrangement  or
          document  entered into, made or executed in anticipation  of, under or
          in connection with any Finance Document; and

     (d)  the  adequacy,   accuracy  and/or   completeness  of  the  Information
          Memorandum and any other information  provided by the Agent, any Party
          or by any  other  person  under  or in  connection  with  any  Finance
          Document,  the transactions  contemplated by the Finance  Documents or
          any other  agreement,  arrangement or document  entered into,  made or
          executed in  anticipation  of, under or in connection with any Finance
          Document.

28.15    Agent's Management Time

     Any amount payable to the Agent under Clause 18.3 (Indemnity to the Agent),
     Clause 20 (Costs and expenses) and Clause 28.10 (Lenders'  indemnity to the
     Agent) shall include the cost of utilising the Agent's  management  time or
     other  resources  and will be  calculated  on the basis of such  reasonable
     daily or  hourly  rates as the Agent may  notify  to the  Borrower  and the
     Lenders,  and is in  addition to any fee paid or payable to the Agent under
     Clause 15 (Fees).

29.      CONDUCT OF BUSINESS BY THE FINANCE PARTIES
<PAGE>
     No provision of this Agreement will:

     (a)  interfere  with the right of any Finance  Party to arrange its affairs
          (tax or otherwise) in whatever manner it thinks fit;

     (b)  oblige any Finance Party to investigate  or claim any credit,  relief,
          remission or repayment available to it or the extent, order and manner
          of any claim; or

     (c)  oblige any Finance Party to disclose any  information  relating to its
          affairs (tax or otherwise) or any computations in respect of Tax.

30.      SHARING AMONG THE LENDERS

30.1     Payments to Lenders

     If a Lender (a "Recovering Lender") receives or recovers any amount from an
     Obligor other than in  accordance  with Clause 31 (Payment  mechanics)  and
     applies that amount to a payment due under the Finance Documents then:

     (a)  the  Recovering  Lender  shall,  within three  Business  Days,  notify
          details of the receipt or recovery, to the Agent;

     (b)  the Agent shall determine whether the receipt or recovery is in excess
          of the  amount  the  Recovering  Lender  would  have been paid had the
          receipt or recovery been received or made by the Agent and distributed
          in  accordance  with Clause 31  (Payment  mechanics),  without  taking
          account of any Tax which  would be imposed on the Agent in relation to
          the receipt, recovery or distribution; and

     (c)  the Recovering  Lender shall,  within three Business Days of demand by
          the Agent, pay to the Agent an amount (the "Sharing Payment") equal to
          such receipt or recovery  less any amount  which the Agent  determines
          may be retained by the  Recovering  Lender as its share of any payment
          to be made, in accordance with Clause 31.5 (Partial payments).

30.2     Redistribution of payments

     The Agent  shall  treat the  Sharing  Payment as if it had been paid by the
     relevant  Obligor and distribute it between the Finance Parties (other than
     the Recovering Lender) in accordance with Clause 31.5 (Partial payments).

30.3     Recovering Lender's rights

     (a)  On a distribution  by the Agent under Clause 30.2  (Redistribution  of
          payments),  the Recovering  Lender will be subrogated to the rights of
          the Finance Parties which have shared in the redistribution.

     (b)  If and to the extent that the Recovering Lender is not able to rely on
          its rights under  paragraph (a) above,  the relevant  Obligor shall be
          liable  to the  Recovering  Lender  for a debt  equal  to the  Sharing
          Payment which is immediately due and payable.
<PAGE>
30.4     Reversal of redistribution

     If any part of the Sharing  Payment  received or  recovered by a Recovering
     Lender becomes repayable and is repaid by that Recovering Lender, then:

     (a)  each Lender which has received a share of the relevant Sharing Payment
          pursuant to Clause  30.2  (Redistribution  of  payments)  shall,  upon
          request of the Agent,  pay to the Agent for account of that Recovering
          Lender an amount equal to its share of the Sharing  Payment  (together
          with an amount as is necessary to reimburse that Recovering Lender for
          its  proportion  of any  interest  on the Sharing  Payment  which that
          Recovering Lender is required to pay); and

     (b)  that  Recovering  Lender's  rights of  subrogation  in  respect of any
          reimbursement  shall be  cancelled  and the  relevant  Obligor will be
          liable to the reimbursing Lender for the amount so reimbursed.

30.5     Exceptions

     (a)  This  Clause  30 shall  not apply to the  extent  that the  Recovering
          Lender would not,  after  making any payment  pursuant to this Clause,
          have a valid and enforceable claim against the relevant Obligor.

     (b)  A Recovering  Lender is not obliged to share with any other Lender any
          amount  which the  Recovering  Lender has  received or  recovered as a
          result of taking legal or arbitration proceedings, if:

          (i)  it  notified  the  other  Lenders  of the  legal  or  arbitration
               proceedings; and

          (ii) the other Lender had an opportunity to participate in those legal
               or  arbitration  proceedings  but  did  not  do  so  as  soon  as
               reasonably  practicable  having  received  notice or did not take
               separate legal or arbitration proceedings.
<PAGE>
                                  SECTION 11.

                                 ADMINISTRATION

31.      PAYMENT MECHANICS

31.1     Payments to the Agent

          (a)  On each date on which an Obligor or a Lender is  required to make
               a payment under a Finance Document,  that Obligor or the relevant
               Lender  shall  make the same  available  to the  Agent  (unless a
               contrary  indication  appears in a Finance Document) for value on
               the due date at the time and in such funds specified by the Agent
               as being  customary at the time for settlement of transactions in
               the relevant currency in the place of payment.

          (b)  Payment shall be made to such account in the principal  financial
               centre of the country of that  currency (or, in relation to euro,
               in a principal  financial centre in a Participating  Member State
               or London) with such bank as the Agent specifies.

31.2     Distributions by the Agent

     Each payment received by the Agent under the Finance  Documents for another
     Party  shall,  subject to Clause 31.3  (Distributions  to an  Obligor)  and
     Clause  31.4  (Clawback)  be  made  available  by  the  Agent  as  soon  as
     practicable  after  receipt to the Party  entitled  to  receive  payment in
     accordance with this Agreement (in the case of a Lender, for the account of
     its Facility Office), to such account as that Party may notify to the Agent
     by not less than five  Business  Days' notice with a bank in the  principal
     financial  centre of the country of that currency (or, in relation to euro,
     in the  principal  financial  centre  of a  Participating  Member  State or
     London).

31.3     Distributions to an Obligor

     The Agent may (with the consent of the Obligor or in accordance with Clause
     32  (Set-off))  apply any  amount  received  by it for that  Obligor  in or
     towards  payment (on the date and in the  currency and funds of receipt) of
     any amount  due from that  Obligor  under the  Finance  Documents  or in or
     towards purchase of any amount of any currency to be so applied.

31.4     Clawback

          (a)  Where  a sum  is to be  paid  to  the  Agent  under  the  Finance
               Documents for another Party, the Agent is not obliged to pay that
               sum to that other  Party (or to enter into or perform any related
               exchange  contract)  until it has been able to  establish  to its
               satisfaction that it has actually received that sum.

          (b)  If the Agent pays an amount to another  Party and it proves to be
               the case that the Agent had not  actually  received  that amount,
               then the  Party  to whom  that  amount  (or the  proceeds  of any
               related exchange  contract) was paid by the Agent shall on demand
               refund  the same to the  Agent  together  with  interest  on that
               amount  from the date of  payment  to the date of  receipt by the
               Agent, calculated by the Agent to reflect its cost of funds.
<PAGE>
31.5     Partial payments

     (a)  If the Agent receives a payment that is  insufficient to discharge all
          the  amounts  then due and  payable  by an Obligor  under the  Finance
          Documents,  the Agent shall apply that payment towards the obligations
          of that Obligor under the Finance Documents in the following order:

               (i)  first,  in or towards  payment pro rata of any unpaid  fees,
                    costs  and  expenses  of the  Agent  and the  Mandated  Lead
                    Arrangers under the Finance Documents;

               (ii) secondly,  in or  towards  payment  pro rata of any  accrued
                    interest or commission due but unpaid under this Agreement;

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

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

     (b)  The Agent  shall,  if so directed by the  Majority  Lenders,  vary the
          order set out in paragraphs (a)(ii) to (iv) above.

     (c)  Paragraphs (a) and (b) above will override any  appropriation  made by
          an Obligor.

31.6     No set-off by the Obligors

     All payments to be made by an Obligor under the Finance  Documents shall be
     calculated  and be made without (and free and clear of any  deduction  for)
     set-off or counterclaim.

31.7     Business Days

     (a)  Any  payment  which is due to be made on a day that is not a  Business
          Day shall be made on the next Business Day in the same calendar  month
          (if there is one) or the preceding Business Day (if there is not).

     (b)  During any  extension of the due date for payment of any  principal or
          an  Unpaid  Sum  under  this  Agreement  interest  is  payable  on the
          principal or Unpaid Sum at the rate payable on the original due date.

31.8     Currency of account

     (a)  Subject to  paragraphs  (b) to (e)  below,  the Base  Currency  is the
          currency of account and payment for any sum due from an Obligor  under
          any Finance Document.

     (b)  A repayment  of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum
          shall be made in the  currency  in which  that Loan or  Unpaid  Sum is
          denominated on its due date.
<PAGE>
     (c)  Each  payment of interest  shall be made in the  currency in which the
          sum in respect of which the interest is payable was  denominated  when
          that interest accrued.

     (d)  Each  payment in respect of costs,  expenses or Taxes shall be made in
          the currency in which the costs, expenses or Taxes are incurred.

     (e)  Any amount  expressed to be payable in a currency  other than the Base
          Currency shall be paid in that other currency.

31.9     Change of currency

     (f)  Unless  otherwise  prohibited  by law,  if more than one  currency  or
          currency  unit are at the same time  recognised by the central bank of
          any country as the lawful currency of that country, then:

          (i)  any reference in the Finance  Documents  to, and any  obligations
               arising  under the  Finance  Documents  in, the  currency of that
               country  shall be  translated  into,  or paid in, the currency or
               currency  unit of that  country  designated  by the Agent  (after
               consultation with the Borrower); and

          (ii) 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  Agent  (acting
               reasonably).

     (g)  If a change in any currency of a country occurs,  this Agreement will,
          to the extent the Agent (acting reasonably and after consultation with
          the Borrower) specifies to be necessary, be amended to comply with any
          generally  accepted  conventions  and market  practice in the Relevant
          Interbank Market and otherwise to reflect the change in currency.

32.      SET-OFF

     A Finance  Party may set off any  matured  obligation  due from an  Obligor
     under the  Finance  Documents  (to the  extent  beneficially  owned by that
     Finance Party) against any matured obligation owed by that Finance Party to
     that  Obligor,  regardless  of the  place of  payment,  booking  branch  or
     currency  of  either  obligation.  If  the  obligations  are  in  different
     currencies,  the Finance  Party may convert  either  obligation at a market
     rate of  exchange in its usual  course of  business  for the purpose of the
     set-off.

33.      NOTICES

33.1     Communications in writing

     Any  communication  to be made  under or in  connection  with  the  Finance
     Documents shall be made in writing and,  unless  otherwise  stated,  may be
     made by fax, letter, electronic mail or telex.

33.2     Addresses
<PAGE>

     The address, fax number,  electronic mail address and telex number (and the
     department or officer,  if any, for whose attention the communication is to
     be made) of each  Party for any  communication  or  document  to be made or
     delivered under or in connection with the Finance Documents is:

     (a)  in the case of the  Borrowers,  the  Parent  and the  Guarantor,  that
          identified with their names below;

     (b)  in the case of each Lender that notified in writing to the Agent on or
          prior to the date on which it becomes a Party; and

     (c)  in the  case  of the  Agent,  the  Euro  Swingline  Agent  and  the US
          Swingline Agent, that identified with their names below,

     or any  substitute  address,  fax number,  electronic  mail address,  telex
     number or  department  or  officer as the Party may notify to the Agent (or
     the Agent  may  notify  to the  other  Parties,  if a change is made by the
     Agent) by not less than five Business Days' notice.

33.3     Delivery

     (a)  Any  communication  or  document  made or  delivered  by one person to
          another under or in connection with the Finance Documents will only be
          effective:

          (i)  if by way of fax, when received in legible form; or

          (ii) if by way of  letter,  when  it has  been  left  at the  relevant
               address or five Business  Days after being  deposited in the post
               postage  prepaid in an envelope  addressed to it at that address;
               or

          (iii)if by way of telex, when despatched,  but only if, at the time of
               transmission,  the correct answerback appears at the start and at
               the end of the sender's copy of the notice; or

          (iv) if by way of electronic  mail when  actually  received in legible
               form,

     and, if a  particular  department  or officer is  specified  as part of its
     address  details  provided under Clause 33.2  (Addresses),  if addressed to
     that department or officer.

     (b)  Any  communication  or document to be made or  delivered  to the Agent
          will be effective  only when  actually  received by the Agent and then
          only if it is expressly  marked for the attention of the department or
          officer identified with the Agent's signature below (or any substitute
          department or officer as the Agent shall specify for this purpose).

     (c)  All notices from or to an Obligor shall be sent through the Agent.

     (d)  Any  communication  or document  made or  delivered  to the Company in
          accordance  with  this  Clause  will be  deemed  to have  been made or
          delivered to each Obligor.
<PAGE>
33.4    Notification  of address,  fax number,  electronic  mail  address and
        telex number

     Promptly upon receipt of notification of an address, fax number, electronic
     mail address and telex number or change of address, fax number,  electronic
     mail  address  or telex  number  pursuant  to Clause  33.2  (Addresses)  or
     changing  its own  address,  fax number,  electronic  mail address or telex
     number, the Agent shall notify the other Parties.

33.5     English language

     (a)  Any notice given under or in connection with any Finance Document must
          be in English.

     (b)  All other  documents  provided under or in connection with any Finance
          Document must be:

          (i)  in English; or

          (ii) if not in English,  and if so required by the Agent,  accompanied
               by a certified English translation and, in this case, the English
               translation will prevail unless the document is a constitutional,
               statutory or other official document.

34. CALCULATIONS AND CERTIFICATES

34.1     Accounts

     In  any  litigation  or  arbitration  proceedings  arising  out  of  or  in
     connection  with a  Finance  Document,  the  entries  made in the  accounts
     maintained  by a Finance  Party are prima facie  evidence of the matters to
     which they relate.

34.2     Certificates and Determinations

     Any  certification  or determination by a Finance Party of a rate or amount
     under any Finance Document is, in the absence of manifest error, conclusive
     evidence of the matters to which it relates.

34.3     Day count convention

     Any  interest,  commission  or fee accruing  under a Finance  Document will
     accrue from day to day and is  calculated on the basis of the actual number
     of days  elapsed and a year of 360 days or, in any case where the  practice
     in the Relevant  Interbank  Market differs,  in accordance with that market
     practice.

 35. PARTIAL INVALIDITY

     If, at any time,  any  provision  of the  Finance  Documents  is or becomes
     illegal,  invalid  or  unenforceable  in any  respect  under any law of any
     jurisdiction,  neither  the  legality,  validity or  enforceability  of the
     remaining  provisions nor the legality,  validity or enforceability of such
     provision  under  the  law of any  other  jurisdiction  will  in any way be
     affected or impaired.
<PAGE>
36.      REMEDIES AND WAIVERS

     No failure to  exercise,  nor any delay in  exercising,  on the part of any
     Finance  Party,  any right or  remedy  under the  Finance  Documents  shall
     operate as a waiver,  nor shall any single or partial exercise of any right
     or remedy  prevent  any further or other  exercise  or the  exercise of any
     other right or remedy.  The rights and remedies  provided in this Agreement
     are cumulative and not exclusive of any rights or remedies provided by law.

37.      AMENDMENTS AND WAIVERS

37.1     Required consents

          (a)  Subject  to  Clause  37.2  (Exceptions)  any term of the  Finance
               Documents  may be amended or waived  only with the consent of the
               Majority  Lenders  and the  Obligors  and any such  amendment  or
               waiver will be binding on all Parties.

          (b)  The  Agent  may  effect,  on behalf  of any  Finance  Party,  any
               amendment or waiver permitted by this Clause.

37.2     Exceptions

          (a)  An  amendment  or waiver that has the effect of changing or which
               relates to:

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

               (ii) an  extension to the date of payment of any amount under the
                    Finance Documents;

               (iii)a reduction  in the  Applicable  Margin or the amount of any
                    payment of principal, interest, fees or commission payable;

               (iv) an increase in or an extension of any Commitment (other than
                    in accordance with Clause 11 (Extension of the Facility));

               (v)  a change  to or a  release  of any  Obligor,  other  than as
                    contemplated  by Clause 27.4  (Resignation of a Borrower) or
                    permitted  with Majority  Lender consent by paragraph (b) of
                    Clause 27.2 (Additional Borrowers);

               (vi) any provision  which  expressly  requires the consent of all
                    the Lenders;

               (vii)Clause  2.2  (Lenders'  rights and  obligations),  Clause 26
                    (Changes to the Lenders) or this Clause 37; or

               (viii) Clauses 30 (Sharing  among the Lenders) and 31.5  (Partial
                    payments) or any provision  requiring the pro rata nature of
                    disbursements by or payments to the Lenders,

          shall not be made without the prior consent of all the Lenders.
<PAGE>
          (b)  An amendment or waiver which relates to the rights or obligations
               of the Agent or the Mandated  Lead  Arrangers may not be effected
               without the consent of the Agent or the Mandated Lead Arrangers.

38.      COUNTERPARTS

        Each Finance Document may be executed in any number of counterparts, and
        this has the same effect as if the signatures on the counterparts were
        on a single copy of the Finance Document.
<PAGE>

                                  SECTION 12.

                          governing law and enforcement

39.      GOVERNING LAW

          This Agreement is governed by English law.

40.      ENFORCEMENT

40.1     Jurisdiction of English courts

     (a)  The  courts of  England  have  exclusive  jurisdiction  to settle  any
          dispute arising out of or in connection with this Agreement (including
          a dispute  regarding the  existence,  validity or  termination of this
          Agreement) (a "Dispute").

     (b)  The Parties agree that the courts of England are the most  appropriate
          and convenient courts to settle Disputes and accordingly no Party will
          argue to the contrary.

     (c)  This Clause 40.1 is for the benefit of the Finance  Parties only. As a
          result,  no Finance Party shall be prevented  from taking  proceedings
          relating to a Dispute in any other  courts with  jurisdiction.  To the
          extent  allowed  by law,  the  Finance  Parties  may  take  concurrent
          proceedings in any number of jurisdictions.

40.2     Service of process

     Without  prejudice to any other mode of service  allowed under any relevant
     law, each Obligor:

     (a)  irrevocably  appoints  International  Flavours & Fragrances IFF (Great
          Britain)  Ltd.  as its agent for service of process in relation to any
          proceedings  before the English courts in connection  with any Finance
          Document; and

     (b)  agrees that failure by a process agent to notify the relevant  Obligor
          of the process will not invalidate the proceedings concerned.

40.3     Waiver of Immunity

     Each Obligor waives generally all immunity it or its assets or revenues may
     otherwise have in any jurisdiction, including immunity in respect of:

  40.3.1  the giving of any relief by way of  injunction or order for specific
          performance or for the recovery of assets or revenues; and
<PAGE>
  40.3.2  the issue of any  process  against  its assets or  revenues  for the
          enforcement  of a judgment  or, in an action in rem,  for the  arrest,
          detention or sale of any of its assets and revenues.

41.      COMPLETE AGREEMENT

     The Finance Documents contain the complete agreement between the Parties on
     the  matters to which  they  relate and  supersede  all prior  commitments,
     agreements and understandings, whether written or oral, on those matters.

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

                                   SCHEDULE 1

                              THE ORIGINAL PARTIES

                                     Part A
                             The Original Borrowers
<TABLE>
<CAPTION>
<S>                                             <C>                        <C>
Original Tranche A Borrower             Relevant Jurisdiction        Registration  Number     (or
                                                                     equivalent, if any)
International Flavors & Fragrances,     New York (US)                -
Inc.

Original Tranche B Borrowers                                         Registration  Number     (or
                                                                     equivalent, if any)

International Flavors & Fragrances      Luxembourg                   B 79234
(Luxembourg) S.a.r.l.

International Flavors & Fragrances      The Netherlands              32001848
I.F.F. (Nederland) B.V.

International Flavors & Fragrances      The Netherlands              32082880
(Nederland) Holding B.V.

Irish Flavours and Fragrances Ltd       Ireland                      60601

IFF Benicarlo SA                        Spain                        CS-889

International Flavours & Fragrances     England                      00214174
I.F.F. (Great Britain) Ltd.

Bush Boake Allen Holdings (UK) Ltd.     England                      1648477
</TABLE>


<PAGE>


                                     Part BI
                              The Original Lenders
<TABLE>
<CAPTION>
<S>                                                             <C>                          <C>
Name of Original Lender                                  Tranche A Commitment         Tranche B Commitment
                                                                (US$) (EUR)
Citibank, N.A., New York Branch                               37,383,512                        -
Fortis Capital Corp                                           37,383,512                        -
Fortis Bank (Nederland) N.V.                                      -                        42,724,015
Bank of America, N.A.                                         28,602,151                        -
Bank of Tokyo-Mitsubishi Trust Company                        28,602,151                        -
BNP Paribas Amsterdam Branch                                  28,602,151                   32,688,172
ING Capital LLC                                               28,602,151                        -
JPMorgan Chase Bank, N.A.                                     28,602,151
Wachovia Bank, National Association                           28,602,151                   32,688,172
Banco Bilbao Vizcaya Argentaria S.A.                          20,071,685                   22,939,068
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA            20,071,685                   22,939,068
Banca Nazionale del Lavoro S.p.A., New York Branch            11,189,964                        -
Banque LBLux S.A.                                             11,189,964                   12,788,530
Sanpaolo IMI Bank Ireland PLC                                 11,189,964                   12,788,530
Societe Generale, New York Branch                             11,189,964                        -
Standard Chartered Bank                                       11,189,964                   12,788,530
The Bank of New York, Grand Cayman Island                     7,526,880                     8,602,152
Banca Nazionale del Lavoro S.p.A., London Branch                  -                        12,788,530
Banc of America Securities Limited                                -                        32,688,172
Bank of Tokyo-Mitsubishi (Holland) NV                             -                        32,688,172
Citibank International plc, London                                -                        42,724,015
ING Bank N.V.                                                     -                        32,688,172
J.P. Morgan Europe Limited                                        -                        32,688,172
Societe Generale, Paris Branch                                    -                        12,788,530
                                                           US$ 350,000,000               EUR 400,000,000
</TABLE>


                                    Part BII
                         The Original Swingline Lenders
<TABLE>
<CAPTION>
<S>                                                              <C>                         <C>
Name of Original Swingline Lender                          Dollar Swingline         Euro Swingline Commitment
                                                              Commitment                      (EUR)
                                      (US$)
Citibank, N.A., New York Branch                               7,586,557                         -
Fortis Capital Corporation                                    7,586,557                         -
Bank of America, N.A.                                         5,804,481                         -
Bank of Tokyo-Mitsubishi Trust Company                        5,804,481                         -
BNP Paribas                                                   5,804,481                         -
JPMorgan Chase Bank, N.A.                                     5,804,481                         -
Wachovia Bank, National Association                           5,804,481                     5,804,481
Banc of America Securities Limited                                -                         5,804,481
Bank of Tokyo-Mitsubishi (Holland) NV                             -                         5,804,481
BNP Paribas Amsterdam Branch                                      -                         5,804,481
Citibank International plc, London                                -                         7,586,557
Fortis Bank (Nederland) N.V.                                      -                         7,586,557
ING Bank N.V.                                                 5,804,481                     5,804,481
J.P. Morgan Europe Limited                                        -                         5,804,481
TOTAL                                                       US$ 50,000,000               EUR 50,000,000
</TABLE>
<PAGE>


                                   SCHEDULE 2

                              CONDITIONS PRECEDENT

                                     Part A
                   Conditions Precedent to Initial Utilisation



     1.   Obligors and Parent

          (a)  A copy of the up-to-date  constitutional documents (including, in
               relation to IFF Benicarlo  S.A., its up-to-date  by-laws) of each
               Original Borrower.

          (b)  In respect  of each  Dutch  Obligor,  a copy of the  articles  of
               association  (statuten)  and deed of  incorporation  (oprichtings
               akte) of each Dutch  Obligor  as well as an extract  (uittreksel)
               from the relevant  Chamber of Commerce  (Kamer van Koophandel) of
               such Dutch Obligor(s).

          (c)  A  copy  of  the  certificate  of  incorporation  of  the  Parent
               certified a true copy by the Secretary of State of New York on or
               about the date hereof.

          (d)  A copy of the by-laws of the Parent.

          (e)  A  certificate  of good standing in relation to the Parent issued
               by the  Secretary  of State of the  State of New York on or about
               the date hereof.

          (f)  A copy of a resolution  signed by the  authorised  manager(s)  of
               each  Original  Obligor  (or a  copy  of the  certificate  of the
               minutes of a meeting of the board of  managers  of each  Original
               Obligor  incorporated  in  Spain) or a copy of the  minutes  of a
               meeting of the board of  managers or board of  directors  (as the
               case  may be) of each  Original  Obligor  or a copy of a  written
               resolution of the board of directors of each Original Obligor:

               (i)  approving  the terms of, and the  transactions  contemplated
                    by,  the  Finance  Documents  to  which  it is a  party  and
                    resolving that it execute the Finance  Documents to which it
                    is a party;

               (ii) authorising  a  specified  person or persons to execute  the
                    Finance Documents to which it is a party on its behalf;

               (iii)authorising  a specified  person or persons,  on its behalf,
                    to  sign  and/or   despatch   all   documents   and  notices
                    (including,  any  Utilisation  Request) to be signed  and/or
                    despatched  by it under or in  connection  with the  Finance
                    Documents to which it is a party; and

               (iv) confirming  that  the  entry  into  and  performance  of the
                    transactions  contemplated by the Finance Documents to which
                    it is a party is in its best corporate interest.
<PAGE>
          (g)  A copy  of the  resolution  of the  shareholders  of  each  Dutch
               Obligor  approving  the  resolutions  of the  board  of  managing
               directors   and  the   transactions   contemplated   thereby  and
               appointing an authorised  person to represent the relevant  Dutch
               Obligor in case of a conflict of interest.

          (h)  A solvency  certificate signed by an authorised  signatory of the
               Company.

          (i)  A specimen  of the  signature  of each person  authorised  by the
               resolutions referred to in paragraph (f) above.

          (j)  A  certificate  of each  Original  Obligor  which is a  Tranche A
               Borrower  (signed by an  authorised  signatory)  confirming  that
               borrowing  the Total  Tranche A  Commitments  would not cause any
               borrowing or similar limit binding on such Original Obligor to be
               exceeded.

          (k)  A  certificate  of each  Original  Obligor  which is a  Tranche B
               Borrower  (signed by an  authorised  signatory)  confirming  that
               borrowing  the Total  Tranche B  Commitments  would not cause any
               borrowing or similar limit binding on such Original Obligor to be
               exceeded.

          (l)  A  certificate   of  the  Guarantor   (signed  by  an  authorised
               signatory)  confirming that  guaranteeing  the Total  Commitments
               would not cause any  guarantee  or similar  limit  binding on the
               Guarantor to be exceeded.

          (m)  A certificate of an authorised signatory of each Original Obligor
               certifying  that each copy  document  relating to it specified in
               this Schedule 2 is correct, complete and in full force and effect
               as at a date no earlier than the date of this Agreement.

          (n)  Such other evidence as may be required to ensure that the Finance
               Parties are in compliance with the Wet  Identificatie  Financiele
               Dienstverlening.

          (o)  A copy of the PE-1 form filed by IFF Benicarlo S.A. with the Bank
               of Spain  providing a Financial  Transaction  Number  ("Numero de
               Operacion  Financiera"  or "NOF") in  relation  to the  Tranche B
               Revolving Facility.

     2.   Legal opinions

          (a)  A legal  opinion of Clifford  Chance LLP,  legal  advisers to the
               Mandated   Lead   Arrangers   as  to  matters  of  English   law,
               substantially  in the form  distributed  to the Original  Lenders
               prior to signing this Agreement.

          (b)  A legal  opinion  of Kremer  Associes &  Clifford  Chance,  legal
               advisers  to  the  Mandated  Lead  Arrangers  as  to  matters  of
               Luxembourg  law,  substantially  in the form  distributed  to the
               Original Lenders prior to signing this Agreement.

          (c)  A legal  opinion of Clifford  Chance LLP,  legal  advisors to the
               Mandated Lead Arrangers as to matters of US law, substantially in
               the form  distributed  to the Original  Lenders  prior to signing
               this Agreement.
<PAGE>
          (d)  A legal  opinion of Clifford  Chance LLP,  legal  advisers to the
               Mandated Lead Arrangers as to matters of Dutch law, substantially
               in the form  distributed to the Original Lenders prior to signing
               this Agreement.

          (e)  A legal  opinion  of McCann  FitzGerald,  legal  advisers  to the
               Mandated Lead Arrangers as to matters of Irish law, substantially
               in the form  distributed to the Original Lenders prior to signing
               this Agreement.

          (f)  A legal  opinion of Clifford  Chance LLP,  legal  advisers to the
               Mandated   Lead   Arrangers   as  to  matters  of  Spanish   law,
               substantially  in the form  distributed  to the Original  Lenders
               prior to signing this Agreement.

     3.   Other documents and evidence

          (a)  Evidence  that any  process  agent  referred  to in  Clause  40.2
               (Service of process)  has  accepted  its  appointment  as process
               agent for the Obligors.

          (b)  A copy of any other  Authorisation or other document,  opinion or
               assurance  which the Agent considers to be necessary or desirable
               (if it has notified the Parent  accordingly)  in connection  with
               the entry into and performance of the  transactions  contemplated
               by any Finance Document or for the validity and enforceability of
               any Finance Document.

          (c)  The financial  statements  referred to in Clause 22.5  (Financial
               Statements).

          (d)  Evidence  that the  fees,  costs and  expenses  then due from the
               Parent and the Company pursuant to Clause 15 (Fees) and Clause 20
               (Costs and expenses)  have been paid or will be paid by the first
               Utilisation Date.

          (e)  Evidence  that,  upon  first  Utilisation  of the  Facility,  the
               facilities  granted to the Parent  pursuant to the Existing  2001
               Facility will be prepaid and cancelled in full.

          (f)  Evidence  that,  upon  first  Utilisation  of the  Facility,  the
               facilities  granted to the Company  pursuant to the Existing 2002
               Facility will be prepaid and cancelled in full.
<PAGE>

                                     Part B
                  Conditions Precedent required to be delivered
                            by an Additional Borrower

1.   An  Accession  Letter,  duly  executed by the  Additional  Borrower and the
     Parent.

2.   A copy of the constitutional documents of the Additional Borrower.

3.   In respect of each Additional  Borrower which is to become a Dutch Obligor,
     a copy of the articles of association  (statuten) and deed of incorporation
     (oprichtings akte) of each Dutch Obligor as well as an extract (uittreksel)
     from the  relevant  Chamber  of  Commerce  (Kamer van  Koophandel)  of such
     Additional Borrower.

4.   A copy  of a  resolution  of  the  board  of  directors  of the  Additional
     Borrower:

     (a)  approving  the terms of,  and the  transactions  contemplated  by, the
          Accession  Letter and the  Finance  Documents  and  resolving  that it
          execute the Accession Letter;

     (b)  authorising  a specified  person or persons to execute  the  Accession
          Letter on its behalf; and

     (c)  authorising  a  specified  person or persons,  on its behalf,  to sign
          and/or  despatch  all  other  documents  and  notices  (including,  in
          relation  to  an  Additional  Borrower,  any  Utilisation  Request  or
          Selection  Notice) to be signed  and/or  despatched  by it under or in
          connection with the Finance Documents.

5.   A specimen of the  signature of each person  authorised  by the  resolution
     referred to in paragraph 4 above.

6.   If  applicable,  a copy  of the  resolution  of the  board  of  supervisory
     directors of each  Additional  Borrower  which is to become a Dutch Obligor
     incorporated in The  Netherlands  approving the resolutions of the board of
     managing directors and the transactions contemplated thereby and appointing
     an authorised person to represent the relevant  Additional Borrower in case
     of a conflict of interest.

7.   A copy of the resolution of the  shareholders of each  Additional  Borrower
     which is to become a Dutch Obligor  approving the  resolutions of the board
     of  managing  directors  and  the  transactions  contemplated  thereby  and
     appointing  an  authorised  person to  represent  the  relevant  Additional
     Borrower in case of a conflict of interest.

8.   If applicable, a copy of (i) the request for advice from each works council
     with jurisdiction over the transactions  contemplated by this Agreement and
     (ii) the  positive  advice  from  such  works  council  which  contains  no
     condition,  which if complied with, could result in a breach of the Finance
     Documents.

9.   If the Additional Borrower is to become a Tranche A Borrower, a certificate
     of the Additional Borrower (signed by a director) confirming that borrowing
     the Total  Tranche A  Commitments  would not cause any borrowing or similar
     limit binding on it to be exceeded.
<PAGE>
10.  If the Additional Borrower is to become a Tranche B Borrower, a certificate
     of the Additional Borrower (signed by a director) confirming that borrowing
     the Total  Tranche B  Commitments  would not cause any borrowing or similar
     limit binding on it to be exceeded.

11.  A  certificate  of an  authorised  signatory  of  the  Additional  Borrower
     certifying  that each copy document  listed in this Part B of Schedule 2 is
     correct, complete and in full force and effect as at a date no earlier than
     the date of the Accession Letter.

12.  A copy of any other  Authorisation or other document,  opinion or assurance
     which the Agent  considers to be necessary or desirable in connection  with
     the entry into and  performance  of the  transactions  contemplated  by the
     Accession  Letter or for the  validity  and  enforceability  of any Finance
     Document.

13.  A legal opinion of the legal  advisers to the Mandated  Lead  Arrangers and
     the Agent in England.

14.  If the Additional  Borrower is  incorporated  in a jurisdiction  other than
     England and Wales,  a legal  opinion of the legal  advisers to the Arranger
     and the Agent in the  jurisdiction  in which  the  Additional  Borrower  is
     incorporated.

15.  If the proposed Additional Borrower is incorporated in a jurisdiction other
     than  England  and Wales,  evidence  that the agent for  service of process
     specified  in Clause 40.2  (Service  of  process),  if not an Obligor,  has
     accepted its appointment in relation to the proposed Additional Borrower.

16.  In relation to any relevant Additional Borrower  incorporated in Spain, and
     if applicable,  a copy of the PE-1 form filed by such  Additional  Borrower
     with the Bank of Spain providing a Financial Transaction Number ("Numero de
     Operacion Financiera" or "NOF") in relation to the relevant Facility.
<PAGE>

                                   SCHEDULE 3

                               UTILISATION REQUEST

                                     Part A
                     Revolving Facility Utilisation Request

From:    [Borrower]

To:      Citibank International plc

Dated:

Dear Sirs

 International Flavors & Fragrances Inc. and certain of its Subsidiaries -
                EUR 400,000,000 and US$ 350,000,000 dual tranche
             multicurrency revolving credit facility agreement dated
                   23 November 2005 (the "Facility Agreement")


1.   We wish to borrow a Revolving Facility Loan on the following terms:

     Proposed Utilisation Date:             [      ] (or,  if that is
                                                     not a  Business  Day,
                                                     the next Business Day)
     Facility:                              [      ]

     Currency of Revolving Facility Loan:   [      ]

     Amount:                                [      ] or, if less, the Available
                                                     Facility

     Interest Period:                       [      ]


2.   We confirm that each condition  specified in Clause 4.2 (Further conditions
     precedent) is satisfied on the date of this Utilisation Request.

3.   The  proceeds  of this  Revolving  Facility  Loan  should  be  credited  to
     [account].

4.   This Utilisation Request is irrevocable.

                                Yours faithfully



                      .......................................
                            authorised signatory for
                           [Name of relevant Borrower]



<PAGE>


                                     Part B
                     Swingline Facility Utilisation Request



From:             [Borrower]

To:               [Agent]

Dated:

Dear Sirs

 International Flavors & Fragrances Inc. and certain of its Subsidiaries -
                EUR 400,000,000 and US$ 350,000,000 dual tranche
             multicurrency revolving credit facility agreement dated
                   23 November 2005 (the "Facility Agreement")


2.   We wish to borrow a Swingline Loan on the following terms:

       Proposed Utilisation Date:   [ ] (or,  if  that  is  not a  [New York/
                                    Brussels] Business   Day,   the  next
                                    [New  York/Brussels] Business Day)

       Facility to be utilised:     [Euro Swingline Facility/Dollar Swingline
                                    Facility]

       Amount and currency:         [ ] or,  if  less,  the  Available  Euro
                                    Swingline Facility/Dollar Swingline Facility

       Interest Period:             [  ]

3.   We confirm that each condition  specified in Clause 7.4 (Swingline Lenders'
     participation) is satisfied on the date of this Utilisation Request.

4.   The proceeds of this Swingline Loan should be credited to [account].

5.   This Utilisation Request is irrevocable.

                                Yours faithfully



                      ......................................
                             authorised signatory for
                           [name of relevant Borrower]

<PAGE>


                                   SCHEDULE 4

                             MANDATORY COST FORMULAE

1.   The  Mandatory  Cost is an  addition  to the  interest  rate to  compensate
     Lenders for the cost of compliance with (a) the requirements of the Bank of
     England  and/or the Financial  Services  Authority (or, in either case, any
     other  authority  which  replaces all or any of its  functions)  or (b) the
     requirements of the European Central Bank.

2.   On  the  first  day  of  each  Interest  Period  (or as  soon  as  possible
     thereafter) the Agent shall  calculate,  as a percentage  rate, a rate (the
     "Additional Cost Rate") for each Lender,  in accordance with the paragraphs
     set out below.  The  Mandatory  Cost will be  calculated  by the Agent as a
     weighted  average  of the  Lenders'  Additional  Cost  Rates  (weighted  in
     proportion to the percentage  participation  of each Lender in the relevant
     Loan) and will be expressed as a percentage rate per annum.

3.   The Additional Cost Rate for any Lender lending from a Facility Office in a
     Participating  Member State will be the percentage  notified by that Lender
     to the Agent.  This  percentage  will be  certified  by that  Lender in its
     notice  to  the  Agent  to be its  reasonable  determination  of  the  cost
     (expressed as a percentage of that Lender's Participation in all Loans made
     from  that  Facility   Office)  of  complying  with  the  minimum   reserve
     requirements  of the  European  Central  Bank in respect of loans made from
     that Facility Office.

4.   The Additional  Cost Rate for any Lender lending from a Facility  Office in
     the United Kingdom will be calculated by the Agent as follows:

     (a)  in relation to a domestic sterling Loan:

                           AB + C(B-D)+E x 0.01   per cent. per annum
                           ---------------------
                                 100 - (A + C)

     (b)  in relation to a Loan in any currency other than domestic sterling:

                           E x 0.01   per cent. per annum.
                           --------
                              300
        Where:

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

          B    is the  percentage  rate of interest  (excluding  the  Applicable
               Margin and the Mandatory  Cost and, if the Loan is an Unpaid Sum,
               the  additional  rate of interest  specified in paragraph  (a) of
               Clause 12.4 (Default interest)) payable for the relevant Interest
               Period on the Loan.
<PAGE>
          C    is the  percentage  (if any) of Eligible  Liabilities  which that
               Lender is  required  from time to time to  maintain  as  interest
               bearing Special Deposits with the Bank of England.

          D    is the  percentage  rate per annum payable by the Bank of England
               to the Agent on interest bearing Special Deposits.

          E    is the rate of charge  payable  by that  Lender to the  Financial
               Services  Authority  pursuant to the Fees Rules  (calculated  for
               this purpose by the Agent as being the average of the fee tariffs
               specified in the Fee Rules under the  activity  group A.1 Deposit
               acceptors,  ignoring  any minimum fee or zero rated fee  required
               pursuant  to  the  Fee  Rules)  and   expressed   in  pounds  per
               (pound)1,000,000 of the Fee Base of that Lender.

5.   For the purposes of this Schedule:

     (a)  "Eligible  Liabilities" and "Special Deposits" have the meanings given
          to them from time to time under or pursuant to the Bank of England Act
          1998 or (as may be appropriate) by the Bank of England;

     (b)  "Fees Rules" means the rules on supervision  fees contained in the FSA
          Supervision  Manual or such other law or regulation as may be in force
          from time to time in respect of the payment of fees for the acceptance
          of deposits; and

     (c)  "Tariff  Base" has the meaning  given to it, and will be calculated in
          accordance with, the Fees Rules.

6.   In application of the above formulae, A, B, C and D will be included in the
     formulae as percentages  (i.e. 5 per cent.  will be included in the formula
     as 5 and not as 0.05). A negative  result  obtained by subtracting D from B
     shall be taken as zero.  The  resulting  figures  shall be  rounded to four
     decimal places.

7.   Each  Lender  shall  supply any  information  required by the Agent for the
     purpose of calculating its Additional Cost Rate. In particular, but without
     limitation,  each Lender shall supply the following  information in writing
     on or prior to the date on which it becomes a Lender:

     (a)  its jurisdiction of incorporation and the jurisdiction of its Facility
          Office; and

     (b)  any other  information that the Agent may reasonably  require for such
          purpose.

     Each Lender shall promptly notify the Agent in writing of any change to the
     information provided by it pursuant to this paragraph.

8.   The  percentages  or rates of charge of each Lender for the purpose of A, C
     and E above shall be  determined  by the Agent  based upon the  information
     supplied to it pursuant to  paragraph 7 above and on the  assumption  that,
     unless  a  Lender  notifies  the  Agent  to  the  contrary,  each  Lender's
<PAGE>
     obligations in relation to cash ratio  deposits,  Special  Deposits and the
     Fees Rules are the same as those of a typical bank from its jurisdiction of
     incorporation  with a  Facility  Office  in the  same  jurisdiction  as its
     Facility Office.

9.   The Agent  shall  have no  liability  to any  person if such  determination
     results in an  Additional  Cost Rate which  over or under  compensates  any
     Lender and shall be entitled to assume that the information provided by any
     Lender  pursuant  to  paragraphs  3 and 7 above is true and  correct in all
     respects.

10.  The Agent shall  distribute the additional  amounts received as a result of
     the Mandatory Cost to the Lenders on the basis of the Additional  Cost Rate
     for each Lender based on the  information  provided by each Lender pursuant
     to paragraphs 3 and 7 above.

11.  Any  determination  by the Agent pursuant to this Schedule in relation to a
     formula,  the Mandatory Cost, an Additional Cost Rate or any amount payable
     to a Lender shall,  in the absence of manifest  error,  be  conclusive  and
     binding on all Parties.

12.  The Agent may from time to time, after  consultation  with the Borrower and
     the Lenders,  determine and notify to all Parties any amendments  which are
     required to be made to this  Schedule in order to comply with any change in
     law,  regulation or any requirements  from time to time imposed by the Bank
     of England,  the Financial  Services Authority or the European Central Bank
     (or, in any case,  any other  authority  which  replaces  all or any of its
     functions)  and any such  determination  shall,  in the absence of manifest
     error, be conclusive and binding on all Parties.

<PAGE>

                                   SCHEDULE 5

                          FORM OF TRANSFER CERTIFICATES

                                     Part I

To:      Citibank International plc as Agent

From:    [The Existing Lender] (the "Existing Lender") and [The New Lender]
         (the "New Lender")

Dated:

      International Flavors & Fragrances Inc. and certain of its Subsidiaries
               - EUR 400,000,000 and US$ 350,000,000 dual tranche
             multicurrency revolving credit facility agreement dated
                   23 November 2005 (the "Facility Agreement")


1.   We refer to Clause 26.5 (Procedure for transfer):

     (a)  The Existing  Lender and the New Lender  agree to the Existing  Lender
          and  the  New  Lender  transferring  by  novation  all or  part of the
          Existing Lender's  Commitment,  rights and obligations  referred to in
          the Schedule in accordance with Clause 26.5 (Procedure for transfer).

     (b)  The proposed Transfer Date is [ ].

     (c)  The Facility Office and address,  fax number and attention details for
          notices of the New Lender for the purposes of Clause 33.2  (Addresses)
          are set out in the Schedule.

2.   The New Lender  expressly  acknowledges  the  limitations  on the  Existing
     Lender's obligations set out in paragraph (c) of Clause 26.4 (Limitation of
     responsibility of Existing Lenders).

3.   This Transfer Certificate is governed by English law.

4.   The New Lender explicitly declares and represents that on the Transfer Date
     it is a Professional Market Party and that is aware that:

     (a)  it therefore does not benefit from the (creditor) protection under the
          Dutch Banking Act; and

     (b)  each Borrower  incorporated  in the  Netherlands  has relied upon this
          representation.

                                  THE SCHEDULE

               Commitment/rights and obligations to be transferred

                            [insert relevant details]
 [Facility Office address, fax number and attention details for notices and
                         account details for payments,]

        [Existing Lender]                                  [New Lender]
<PAGE>

        By:                                                By
        This Transfer Certificate is accepted by the Agent and the Transfer Date
        is confirmed as [      ].

        [Agent]


        By



                                     Part II
                         LMA Transfer Certificate (Par)



BANK:                                                       Date:

TRANSFEREE:

This Transfer Certificate is entered into pursuant to (i) the agreement (the
"Sale Agreement") evidenced by the Confirmation dated between the Bank and the
Transferee (acting directly or through their respective agents) and (ii) the
Credit Agreement.

On the Transfer Date, the transfer by way of novation from the Bank to the
Transferee on the terms set out herein and in the Credit Agreement shall become
effective subject to:-

     (i)  the Sale  Agreement and the terms and conditions  incorporated  in the
          Sale Agreement;

          (ii) the terms and conditions annexed hereto; and

     (i)  the schedule annexed hereto,

all of which are incorporated herein by reference.

The Bank                                                   The Transferee
[             ]                                            [          ]
By:                                                        By:




<PAGE>


                                  The Schedule
<TABLE>
<CAPTION>
<S>                                           <C>
Credit Agreement Details:
Borrower:                                    International Flavors & Fragrances (Luxembourg) S.a.r.l..;

                                             International Flavors & Fragrances, Inc.;

                                             International Flavors & Fragrances I.F.F. (Nederland) B.V.;

                                             International Flavors & Fragrances (Nederland) Holding B.V.;

                                             Irish Flavours and Fragrances Ltd;

                                             IFF Benicarlo SA;

                                             International Flavours & Fragrances I.F.F. (Great Britain)
                                             Ltd.; and

                                             Bush Boake Allen Holdings (UK) Ltd.

                                             [Specify additional Borrowers]
Credit Agreement Dated                       23 November 2005
Guarantor:                                   International Flavors & Fragrances Inc.
Agent Bank:                                  Citibank International plc
Security:                                    [ ] No [ ]Yes (specify) ____________________

Total Facility Amount:                       EUR 400,000,000 and US$350,000,000
Governing Law:                               English
Additional Information:                      _________________________________________
Transfer Details:
Name of Tranche Facility:                    _________________           __________________
Nature (Revolving, Term, Acceptances
    Guarantee/Letter of Credit, Other):      _________________           _________________
Final Maturity:                              _________________           _________________
Participation Transferred
Commitment transferred1                      _________________           __________________
    Drawn Amount (details below):1           _________________           __________________
    Undrawn Amount:1                         _________________           __________________
Settlement Date:                             ________________
Details of outstanding Credits1
    Specify in respect of each Credit:       __________________
    Transferred Portion (amount):            __________________
    Tranche/Facility:                              ___________
                                             ------
    Nature:                                  [ ]Term  [ ]Revolver  [ ]Acceptance   [ ] Guarantee/Letter of Credit
                                             [ ]Other(specify)_________________
</TABLE>

    [ ]Details of other Credits are set out on the attached sheet

Administration Details
Bank's Receiving Account:                    ________________________________
Transferee's Receiving Account:              ________________________________

1   As the date of the Transfer Certificate
<PAGE>


Addresses
Bank                                         Transferee
[         ]                                  [        ]
Address:                                     Address:
Telephone:                                   Telephone:
Facsimile:                                   Facsimile:
Telex:                                       Telex:
Attn/Ref:                                    Attn/Ref:


<PAGE>


                              TERMS AND CONDITIONS

These  are the Terms  and  Conditions  applicable  to the  transfer  certificate
including the Schedule  thereto (the "Transfer  Certificate")  to which they are
annexed.

1.   Interpretation

     In these Terms and Conditions words and expressions shall (unless otherwise
     expressly  defined  herein) bear the meaning  given to them in the Transfer
     Certificate, the Credit Agreement or the Sale Agreement.

2.   Transfer

     The Bank  requests  the  Transferee  to accept and procure the  transfer by
     novation of all or a part (as applicable) of such participation of the Bank
     under  the  Credit  Agreement  as is set  out in the  relevant  part of the
     Transfer  Certificate  under the heading  "Participation  Transferred" (the
     "Purchased   Assets")  by  counter-signing   and  delivering  the  Transfer
     Certificate to the Agent at its address for the service of notice specified
     in the Credit  Agreement.  On the Transfer Date the Transferee shall pay to
     the Bank the  Settlement  Amount as specified in the pricing letter between
     the Bank and the  Transferee  dated  the date of the  Transfer  Certificate
     (adjusted,  if  applicable,  in  accordance  with the Sale  Agreement)  and
     completion of the transfer will take place.

3.   Effectiveness of Transfer

     The Transferee hereby requests the Agent to accept the Transfer Certificate
     as being  delivered  to the Agent  pursuant to and for the  purposes of the
     Credit  Agreement so as to take effect in accordance  with the terms of the
     Credit  Agreement  on the  Transfer  Date or on such  later  date as may be
     determined in accordance with the terms thereof.

4.   Transferee's Undertaking

     The Transferee  hereby  undertakes  with the Agent and the Bank and each of
     the other  parties  to the  Credit  Documentation  that it will  perform in
     accordance with its terms all those  obligations which by the terms thereof
     will be assumed by it after  delivery of the  Transfer  Certificate  to the
     Agent and  satisfaction  of the  conditions  (if any)  subject to which the
     Transfer Certificate is to take effect.

5.   Payments

5.1  Place

     All payments by either  party to the other under the  Transfer  Certificate
     shall be made to the Receiving  Account of that other party. Each party may
     designate  a  different  account as its  Receiving  Account  for payment by
     giving the other not less than five  Business  Days  notice  before the due
     date for payment.
<PAGE>
5.2  Funds

     Payments  under the Transfer  Certificate  shall be made in the currency in
     which the amount is denominated for value on the due date at such times and
     in such funds as are customary at the time for  settlement of  transactions
     in that currency.

6.   The Agent

     The Agent shall not be required to concern  itself with the Sale  Agreement
     and may rely on the  Transfer  Certificate  without  taking  account of the
     provisions of such agreement.

7.   Assignment of Rights

     The Transfer  Certificate shall be binding upon and enure to the benefit of
     each party and its successors and permitted  assigns  provided that neither
     party may  assign or  transfer  its  rights  thereunder  without  the prior
     written consent of the other party.

8.   Governing Law and Jurisdiction

     The Transfer Certificate  (including,  without limitation,  these Terms and
     Conditions)  shall be governed by and construed in accordance with the laws
     of England, and the parties submit to the non-exclusive jurisdiction of the
     English courts.

     Each party  irrevocably  appoints the person described as process agent (if
     any)  specified in the Sale  Agreement to receive on its behalf  service of
     any action,  suit or other  proceedings  in  connection  with the  Transfer
     Certificate. If any person appointed as process agent ceases to act for any
     reason the appointing party shall notify the other party and shall promptly
     appoint another person  incorporated within England and Wales to act as its
     process agent.
<PAGE>

                                   SCHEDULE 6

                                   TIMETABLES
<TABLE>
<CAPTION>
<S>                                                     <C>                       <C>
Revolving Facility Loans                            Loans in Base          Loans in other currencies
                                                    Currency
Agent notifies the Borrower if a currency is                -                          U-4

approved as an Optional Currency in accordance
with Clause 4.3 (Conditions relating to
Optional Currencies)
Delivery of a duly completed Utilisation                   U-3                         U-3

Request (Clause 5.1 (Delivery of a Utilisation
Request))                                               11.00 am                    11.00 am

Agent determines (in relation to a                          -                          U-3

Utilisation) the Base Currency Amount of the
Loan, if required under Clause 5.4 (Lenders'                                          Noon

participation)
Agent notifies the Lenders of the Loan in                  U-3                         U-3

accordance with Clause 5.4 (Lenders'
participation)                                           3.00 pm                     3.00 pm

Agent receives a notification from a Lender                                            U-2
under Clause 6.2 (Unavailability of a currency)
                                                                                     9.30 pm

Agent gives notice in accordance with                                                  U-2
Clause 6.2 (Unavailability of a currency)
                                                                                    10.30 am

LIBOR or EURIBOR is fixed                           Quotation Day as       Quotation Day as of 11:00
                                                    of 11:00 am            am London
                                                    Brussels time in       time in respect
                                                    respect of             of LIBOR
                                                    EURIBOR
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                    <C>                         <C>
Swingline Facility Loans                            Euro Swingline         US Dollar Swingline Loans
                                                    Loans

Delivery of a duly completed Utilisation                    U                           U

Request (Clause 7.2 (Delivery of a Utilisation
Request for Swingline Loans))                        10.00 am London         11.00 am New York time
                                                          time

Agent determines (in relation to a                   11.00 am London                    -
Utilisation) the Base Currency Amount of the              time

Swingline Loan, if required under Clause 7.4
(Swingline Lenders' participation)

Agent determines the Federal Funds Rate or the       11.00 am London          12 noon New York time
Euro Swingline Rate and notifies the Swingline            time

Lenders and the relevant Borrower under Clause
8.3 (Interest)
</TABLE>


"U" = date of Utilisation

"U - X" = X Business Days prior to date of Utilisation
<PAGE>

SCHEDULE 7

<PAGE>


                         SUBSIDIARY GUARANTEE DOCUMENTS

     (a)  A copy of the memorandum and articles of association or certificate of
          incorporation of the Subsidiary Guarantor.

     (b)  A copy of a resolution  of the board of  directors  of the  Subsidiary
          Guarantor:

          (i)  approving the terms of, and the transactions contemplated by, the
               Subsidiary Guarantee and resolving that it execute the Subsidiary
               Guarantee;

          (ii) authorising a specified  person or persons to execute and deliver
               the Subsidiary Guarantee; and

          (iii)authorising a specified person or persons on its behalf,  to sign
               or dispatch all  documents to be signed or dispatched by it under
               or  in  connection   with  this   Agreement  and  the  Subsidiary
               Guarantee.

     (c)  A certificate  of a director of the  Subsidiary  Guarantor  certifying
          that  execution  and delivery of the  Subsidiary  Guarantee  would not
          cause any borrowing limit binding on it to be exceeded.

     (d)  A  specimen  of  the  signature  of  each  person  authorised  by  the
          resolutions referred to in paragraph (b) above.

     (e)  A certificate of an authorised  signatory of the Subsidiary  Guarantor
          certifying that each document specified in this Schedule 7 is correct,
          complete and in full force and effect.

     (f)  Evidence that any process agent referred to in Clause 40.2 (Service of
          process)  has  accepted  its  appointment  as  process  agent  for the
          Subsidiary Guarantor.
<PAGE>

                                   SCHEDULE 8

                            FORM OF ACCESSION LETTER

To:      [        ] as Agent

From:    [Subsidiary] and [Parent]

Dated:

Dear Sirs

      International Flavors & Fragrances Inc. and certain of its Subsidiaries -
                EUR 400,000,000 and US$ 350,000,000 dual tranche
             multicurrency revolving credit facility agreement dated
                   23 November 2005 (the "Facility Agreement")


     1.   We refer to the Agreement.  This is an Accession Letter. Terms defined
          in the Agreement have the same meaning in this Accession Letter unless
          given a different meaning in this Accession Letter.

     2.   [Subsidiary]  agrees to become an Additional  Borrower and to be bound
          by the terms of the  Agreement as an Additional  Borrower  pursuant to
          Clause 27.2 (Additional Borrowers) of the Agreement. [Subsidiary] is a
          company  duly  incorporated  under  the  laws  of  [name  of  relevant
          jurisdiction].

     3.   [Subsidiary's] administrative details are as follows:

        Address:

        Fax No:

        Attention:

     4.   This Accession Letter is governed by English law.



        [Parent] [Subsidiary]

<PAGE>



                                   SCHEDULE 9

                           FORM OF RESIGNATION LETTER

To:               [o] as Agent

From:             [resigning Obligor] and [Company]

Dated:

Dear Sirs

      International Flavors & Fragrances Inc. and certain of its Subsidiaries -
                EUR 400,000,000 and US$ 350,000,000 dual tranche
             multicurrency revolving credit facility agreement dated
                   23 November 2005 (the "Facility Agreement")


     1.   We refer to the  Facility  Agreement.  This is a  Resignation  Letter.
          Terms defined in the Facility  Agreement have the same meaning in this
          Resignation   Letter   unless  given  a  different   meaning  in  this
          Resignation Letter.

     2.   Pursuant to Clause 27.4  (Resignation of a Borrower),  we request that
          [resigning  Obligor] be released  from its  obligations  as a Borrower
          under the Facility Agreement.

     3.   We confirm  that no Default is  continuing  or would  result  from the
          acceptance of this request; and

     4.   This Resignation Letter is governed by English law.

        International Flavors & Fragrances                   [resigning Obligor]
        (Luxembourg) S.a.r.l.
        By:                                                            By:



<PAGE>

                                   SIGNATURES

THE COMPANY

INTERNATIONAL FLAVORS & FRAGRANCES (LUXEMBOURG) S.A.R.L

By:               /s/Jan Ambergen

Title:            Treasury Manager Europe

Address: 6 Rue de Mamer
                  L-8081 Bertrange, Luxembourg
Fax:              + 35 2 26 11 41 41

Tel:              + 35 2 26 11 41 1

Attention:        Iain Campbell



THE ORIGINAL BORROWERS

INTERNATIONAL FLAVORS & FRAGRANCES INC.

By:             /s/Jeroen H.M. van Noorden

Title:          VP Legal Affairs Europe

Address: 521 West 57th St., New York, NY 10019

Fax:              + 1 212 708 7191

Tel:              + 1 212 765 5500

Attention:        Dennis Meany



INTERNATIONAL FLAVORS & FRAGRANCES (LUXEMBOURG) S.A.R.L

By:               /s/Jan Ambergen

Title:            Treasury Manager Europe

Address: 6 Rue de Mamer
                  L-8081 Bertrange, Luxembourg
Fax:              + 35 2 26 11 41 41

Tel:              + 35 2 26 11 41 1

Attention:        Iain Campbell

<PAGE>

INTERNATIONAL FLAVORS & FRAGRANCES I.F.F. (Nederland) B.V.

By:               /s/Jan Ambergen

Title:            Treasury Manager Europe

Address: P.O. Box 309
                  1200 AH Hilversum
                  The Netherlands

Fax:              + 31 (0)35 6883 202

Tel:              + 31 (0)35 6883 911

Attention:        Jeroen van Noorden



INTERNATIONAL FLAVORS & FRAGRANCES (NEDERLAND) HOLDING B.V.

By:               /s/Jan Ambergen

Title:            Treasury Manager Europe

Address: P.O. Box 309
                  1200 AH Hilversum
                  The Netherlands

Fax:              + 31 (0)35 6883 202

Tel:              + 31 (0)35 6883 911

Attention:        Jeroen van Noorden



IRISH FLAVOURS AND FRAGRANCES LTD

By:               /s/Jan Ambergen

Title:            Treasury Manager Europe

Address: Industrial Estate, Drogheda, Co. Louth
Fax:              + 353 (0)41 983 5119

Tel:              + 353 (0)41 983 1031

Attention:        Martin Tolan

<PAGE>

IFF BENICARLO SA

By:               /s/Jan Ambergen

Title:            Treasury Manager Europe

Address:          Avenida Felipe Klein, 2
                  Benicarlo - 12580 - Castellon

Fax:              +34 (0)964 473 411

Tel:              +34 (0)964 470 200

Attention:        Raul Mate



INTERNATIONAL FLAVOURS & FRAGRANCES I.F.F. (GREAT BRITAIN) LTD

By:               /s/Jan Ambergen

Title:            Treasury Manager Europe

Address: Duddery Hill, Haverhill, Suffolk, CB9 8LG
                  United Kingdom

Fax:              + 44 (0)1440 76 1599

Tel:              + 44 (0)1440 71 5000

Attention:        Philip Gardner



BUSH BOAKE ALLEN HOLDINGS (UK) LTD

By:               /s/Jan Ambergen

Title:            Treasury Manager Europe

Address: Duddery Hill, Haverhill, Suffolk, CB9 8LG
                  United Kingdom

Fax:              + 44 (0)1440 76 1599

Tel:              + 44 (0)1440 71 5000

Attention:        Philip Gardner


<PAGE>

THE GUARANTOR

INTERNATIONAL FLAVORS & FRAGRANCES INC.

By:               /s/Jeroen H.M. van Noorden

Title:            VP Legal Affairs Europe

Address: 521 West 57th St., New York NY 10019

Fax:              + 1 212 708 7191

Tel:              + 1 212 765 5500

Attention:        Dennis Meany



THE PARENT

INTERNATIONAL FLAVORS & FRAGRANCES INC.

 By:               /s/Jeroen H.M. van Noorden

Title:            VP Legal Affairs Europe

Address: 521 West 57th St., New York NY 10019

Fax:              + 1 212 708 7191

Tel:              + 1 212 765 5500

Attention:        Dennis Meany


<PAGE>


THE MANDATED LEAD ARRANGERS

CITIGROUP GLOBAL MARKETS LIMITED

By:      /s/Paul Gibbs

Title:   Vice President





<PAGE>



FORTIS BANK S.A./N.V.

By:      /s/Patrick Delvaux

Title:   Director Global Chemicals & Pharma Group




<PAGE>



bank of America, n.a.

By:      /s/Irene Bertozzi Bartenstein

Title:   Director





<PAGE>



BANK OF TOKYO-MITSUBISHI

represented by



BANK OF TOKYO-MITSUBISHI trust company

By:               /s/Chimie T. Pempa

Title:            Assistant Vice President

Address:          1251 Avenue of the Americas

Fax:              +  (212) 782 6440

Tel:              +  (212) 782 4340


and



BANK OF TOKYO-MITSUBISHI (Holland) NV

By:               /s/ N. Kato

Title:            Managing Director & DGM

Address:

Fax:              + 31 (0) 20 679 1016

Tel:              + 31 (0)20 573 7907


and

<PAGE>



BNP PARIBAS

By:               /s/Michel de Vibraye

Title:            Head of Territory, The Netherlands





<PAGE>



ING BANK N.V.

By:               /s/Arnold M.W. Esser

Title:            Managing Director






<PAGE>



J.P. MORGAN securities inc.

By:                 /s/Dale Akinla

Title:              Vice President






<PAGE>



WACHOVIA BANK, NATIONAL ASSOCIATION

By:               /s/Denis Waltrich

Title:            Associate






<PAGE>
For the purposes of the Dutch Banking Act, each Lender expressly confirms the
representations given by it in Clause 2.3 (Lenders' PMP representations).

THE ORIGINAL LENDERS


Citibank, N.A., New York Branch

By:               /s/Stuart G. Miller

Title:            Managing Director



Fortis Capital Corporation

By:               /s/John W. Deegan

Title:            Senior Vice President



Bank of America, N.A.

By:               /s/Irene Bertozzi Bartenstein

Title:            Director



Bank of Tokyo-Mitsubishi Trust Company

By:               /s/Chimie T. Pempa

Title:            Assistant Vice President



BNP Paribas Amsterdam Branch

By:               /s/Michel de Vibraye

Title:            Head of Territory, The Netherlands



ING Capital LLC

By:               /s/Willem Pijpers

Title:            Managing Director

<PAGE>
JPMorgan Chase Bank, N.A.

By:               /s/Susan H. Atha

Title:            Vice President



Wachovia Bank, National Association

By:               /s/Denis Waltrich

Title:            Associate



Banco Bilbao Vizcaya Argentaria S.A.

By:               /s/Javier Ruiz

Title:            Relationship manager



Cooperatieve Centrale Raiffeisen-Boerenleenbank BA

By:               /s/ C. Rodenbergh

Title:            Executive Vice President



Banca Nazionale del Lavoro S.p.A., New York Branch

By:               /s/Donna La Spina

Title:            Relationship Manager



Banque LBLux S.A.

By:               /s/Herbert Weynand

Title:            Managing Director



Sanpaolo IMI Bank Ireland PLC

By:               /s/Pier Carlo Arena

Title:            Managing Director

<PAGE>

Societe Generale, New York Branch

By:               /s/Geoffroy Teyssonniere de Gramont

Title:            Vice President



Standard Chartered Bank

By:               /s/Richard L. van de Berghof

Title:            Senior Vice President



Standard Chartered Bank

By:               /s/Robert K. Reddington

Title:            AVR/Credit Documentation/Credit Risk Control



The Bank of New York, grand cayman island

By:               /s/Joanna S. Belloco

Title:            Vice President



Banca Nazionale del Lavoro S.p.A., London Branch

By:               /s/Martin Wiles

Title:            Senior Relationship Manager



Banc of America Securities Limited

By:               /s/David Chalk

Title:            Senior Vice President



Bank of Tokyo-Mitsubishi (Holland) NV

By:               /s/N. Kato

Title:            Managing Director & DGM

<PAGE>

Citibank International plc, London

By:               /s/Paul Gibbs

Title:            Vice President



ING Bank N.V.

By:               /s/Arnold M.W. Esser

Title:            Managing Director



J.P. Morgan Europe Limited

By:               /s/Mark Herridge

Title:            Assistant Vice President



Societe Generale

By:               /s/William Birkbeck

Title:            Managing Director



THE ORIGINAL SWINGLINE LENDERS


Citibank, N.A., New York Branch

By:               /s/Stuart G. Miller

Title:            Managing Director



Fortis Capital Corporation

By:               /s/John W. Deegan

Title:            Senior Vice President



Bank of America, N.A.

By:               /s/Irene Bertozzi Bartenstein

Title:            Director

<PAGE>
Bank of Tokyo-Mitsubishi Trust Company

By:               /s/Chimie T. Pemba

Title:            Assistant Vice President



BNP Paribas

By:               /s/Michel de Vibraye

Title:            Head of Territory, The Netherlands



Citibank International plc, London

By:               /s/Paul Gibbs

Title:            Vice President



Fortis Bank (Nederland) N.V.

By:               /s/H. Visser

Title:            Senior Manager



JPMorgan Chase Bank, N.A.

By:               /s/Susan H. Atha

Title:            Vice President



Wachovia Bank, National Association

By:               /s/Denis Waltrich

Title:            Associate



Banc of America Securities Limited

By:               /s/David Chalk

Title:            Senior Vice President

<PAGE>

Bank of Tokyo-Mitsubishi (Holland) NV

By:               /s/N. Kato

Title:            Managing Director & DGM



BNP Paribas Amsterdam Branch

By:               /s/Michel de Vibraye

Title:            Head of Territory, The Netherlands



ING Bank N.V.

By:               /s/Arnold M.W. Esser

Title:            Managing Director



J.P. Morgan Europe Limited

By:               /s/Mark Herridge

Title:            Assistant Vice President



<PAGE>



THE US SWINGLINE AGENT

CITIBANK N.A.

By:               /s/Stuart G. Miller

Title:            Managing Director

Address:          399 Park Avenue
                                    New York
                  New York 10043
                                       USA

Fax:              + 1 212 994 0961

Tel:              + 1 302 894 6029

Attention:        Janet Wallace-Himmler
                  Janet.wallacehimmler@citigroup.com

THE EURO SWINGLINE AGENT

CITIBANK INTERNATIONAL PLC

By:               /s/Paul Gibbs

Title:            Vice President

Address:          Canada Square
                  Canary Wharf
                                     London
                                     E14 5L

Fax:              + 44 208 636 3824

Tel:              + 44 207 500 4246

Attention:        John Nelson
                  John1.nelson@citigroup.com



<PAGE>



THE AGENT

CITIBANK INTERNATIONAL PLC

By:               /s/Paul Gibbs

Title:            Vice President

Address:          Canada Square
                  Canary Wharf
                                     London
                                     E14 5L

Fax:              + 44 208 636 3824

Tel:              + 44 207 500 4246

Attention:        John Nelson
                  John1.nelson@citigroup.com
[{"type": "8-K", "sequence": "1", "filename": "a8k11282005.txt", "description": "NOVEMBER 28, 2005", "secsgml_size_bytes": 313704}]
{"company-data": {"conformed-name": "INTERNATIONAL FLAVORS & FRAGRANCES INC", "cik": "0000051253", "assigned-sic": "2860", "irs-number": "131432060", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04858", "film-number": "051229301"}, "business-address": {"street1": "521 W 57TH ST", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2127655500"}, "mail-address": {"street1": "521 W 57TH ST", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": {"former-conformed-name": "VANAMERIGEN HAEBLER INC", "date-changed": "19680426"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)           November 22, 2005
                                                     --------------------------

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
-----------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

       New York                    1-4858                     13-1432060
-------------------------------------------------------------------------------
(State or Other Jurisdiction    (Commission                (I.R.S. Employer
  of Incorporation)              File Number)               Identification No.)

521 West 57th Street, New York, N                                     10019
-------------------------------------------------------------------------------
(Address of Principal Executive O                                   (Zip Code)

Registrant's telephone number, including area code           (212) 765-5500
                                                           --------------------

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
        (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.        Entry into a Material Definitive Agreement.

     On November 23, 2005,  International  Flavors & Fragrances Inc., a New York
corporation (the  "Company"),  International  Flavors & Fragrances  (Luxembourg)
S.a.r.l.,  a Luxembourg  corporation  ("IFF Lux"),  and certain of the Company's
subsidiaries (the  "Subsidiaries" and together with the Company and IFF Lux, the
"Company  Parties")  entered into a  multi-currency  revolving  credit  facility
agreement (the "Facility  Agreement") among the Company Parties, the banks named
therein,  including Citigroup Global Markets Limited, Fortis Bank S.A./N.V, Bank
of America N.A., Bank of Tokyo-Mitsubishi  Trust Company,  BNP Paribas, ING Bank
N.V., JP Morgan Chase and Wachovia Bank, National Association,  as mandated lead
arrangers, and Citibank International PLC, as Facility Agent.

     The  Facility  Agreement   provides  for  a  dual  tranche,   five-year  US
$350,000,000  ("Tranche A") and Euro 400,000,0000  ("Tranche B")  multi-currency
revolving credit facility,  which replaces the Terminated Agreements referred to
in Item 1.02 below.  Tranche A is available to the Company for general corporate
purposes,  for  repayment  of  outstanding  amounts  under  the  September  2001
Agreement  referred to in Item 1.02, and for commercial paper backstop purposes,
and Tranche B is available to IFF Lux and the Subsidiaries for general corporate
purposes and for repayment of outstanding  amounts under the July 2002 Agreement
referred to in Item 1.02.  Borrowings under the Facility Agreement bear interest
at an annual rate of LIBOR (or in relation to any loan in Euro,  EURIBOR) plus a
margin of 20 basis points linked to a ratings grid.

     The Company has guaranteed the  obligations of its respective  subsidiaries
under the Facility Agreement.

     IFF Lux may  approach  the lenders  prior to each of November  22, 2006 and
November 22, 2007 to request the  extension of the Facility  Agreement for up to
an aggregate of two additional years.

     The Facility Agreement contains various  affirmative and negative covenants
customary in a facility of this type, including a covenant requiring the Company
to maintain, at the end of each fiscal quarter, a ratio of net debt for borrowed
money to EBITDA in respect of the previous 12-month period of not more than 3.25
to 1.

     The Company is  required  to pay a  commitment  fee  payable  quarterly  in
arrears of 30% of the margin per annum on the  aggregate  unused and  uncanceled
commitments under the Facility Agreement.  An additional  utilization fee of 2.5
basis points is payable if such outstanding  amounts exceed 50% of the aggregate
commitments under the Facility Agreement.

     Unless extended,  the Facility  Agreement will expire on November 22, 2010,
at which time all outstanding  amounts under the Facility  Agreement will be due
and payable. In the event of an event of default,  the lenders may terminate the
Facility  Agreement and declare any principal  amount then  outstanding  and all
accrued interest, fees and other amounts payable under the Facility Agreement to
be  immediately  due and payable.  Defaults under the Facility  Agreement  which
could  result in the  acceleration  by the  lenders  of the  obligations  of the
Company  Parties  include a change of control of the  Company (as defined in the
Facility  Agreement) and certain  acquisitions made in contemplation of a merger
where as a direct  result of the  acquisition,  the  public  debt  rating of the
Company  quoted by Moody's or S&P (including any change in terms of its outlook)
is a lower  rating  than  its  public  debt  rating  immediately  prior  to such
acquisition.

     Some of the lenders under the Facility  Agreement and their affiliates have
various  relationships with the Company, IFF Lux and the Subsidiaries  involving
the  provision of financial  services,  including  cash  management,  investment
banking and trust services.

Item 1.02.        Termination of a Material Definitive Agreement

     Concurrently with the effectiveness of the Facility Agreement  described in
Item 1.01 above,  the Company  terminated its US $300,000,000  revolving  credit
facility  dated  September  26, 2001 (the  "September  2001  Agreement")  by the
Company, certain initial lenders named therein, Citibank N.A., as Administrative
Agent, and Salomon Smith Barney Inc., as Arranger.

     Concurrently with the effectiveness of the Facility Agreement  described in
Item 1.01 above,  IFF Lux,  terminated  its Euro  350,000,000  revolving  credit
facility  dated July 19, 2002 (the "July 2002  Agreement") by IFF Lux, the banks
named  therein,  ABN  AMRO  Bank  NV and  Barclays  Capital,  as  Mandated  Lead
Arrangers,  and  Barclays  Bank PLC,  as  Facility  Agent.  The  September  2001
Agreement  and the July 2002  Agreement  are referred to herein  together as the
"Terminated Agreements".

     The commitment of the lenders under the Terminated Agreements to make loans
was scheduled to expire on September 26, 2006 under the September 2001 Agreement
and on July 19,  2007 under the July 2002  Agreement.  The Company did not incur
any material termination penalties to exit the agreements.

     Borrowings under the September 2001 Agreement bore interest at LIBOR plus a
margin linked to a price grid, and borrowings under the July 2002 Agreement bore
interest at EURIBOR plus a margin  linked to a price grid.  The  interest  rates
were  subject to change from  time-to-time  based on the rating for any class of
non-credit enhanced long-term senior unsecured debt issued by the Company. There
are no outstanding  amounts being  transferred to the new facility and there are
no material changes in terms under the new agreements.

     The Terminated Agreements contained customary representations,  warranties,
covenants and events of default.

     Some of the lenders under the Terminated  Agreements  and their  affiliates
have various  relationships with the Company and its subsidiaries  involving the
provision of financial services,  including cash management,  investment banking
and trust services.

Item 2.03.        Creation  of a Direct  Financial  Obligation  or an Obligation
                  under an  Off-Balance Sheet Arrangement of a Registrant.

     The  information  set  forth  under  Item  1.01 is  incorporated  herein by
reference.

Item 9.01.        Financial Statements and Exhibits.
(c)      Exhibits
         Exhibit No.    Document
         ----------     --------------------------------------

          4.1            Multi-Currency  Revolving  Facility  Agreement,   dated
                         November  22,  2005,  among  International   Flavors  &
                         Fragrances  Inc.,  International  Flavors &  Fragrances
                         (Luxembourg) S.a.r.l., certain subsidiaries,  the banks
                         named  therein,   including  Citigroup  Global  Markets
                         Limited,  Fortis Bank  S.A./N.V,  Bank of America N.A.,
                         Bank of  Tokyo-Mitsubishi  Trust Company,  BNP Paribas,
                         ING Bank  N.V.,  JP  Morgan  Chase and  Wachovia  Bank,
                         National Association,  as mandated lead arrangers,  and
                         Citibank International PLC, as Facility Agent.
SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    INTERNATIONAL FLAVORS & FRAGRANCES INC.

Dated:  November 28, 2005             By:  /s/ Douglas J. Wetmore
                                      ------------------------------------------
                                       Name:      Douglas J. Wetmore
                                       Title:     Senior Vice President and
                                                  Chief Financial Officer
23 November 2005

             INTERNATIONAL FLAVORS & FRAGRANCES S.A.R.L.

                                   AND OTHERS

                                  as Borrowers

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

                             as Guarantor and Parent

                        CITIGROUP GLOBAL MARKETS LIMITED
                              FORTIS BANK S.A./N.V.
                              BANK OF AMERICA, N.A.
                            BANK OF TOKYO-MITSUBISHI
                                   BNP PARIBAS
                                  ING BANK N.V.
                           J.P. MORGAN SECURITIES INC.
                       WACHOVIA BANK, NATIONAL ASSOCIATION

                           as Mandated Lead Arrangers

                                      with

                           CITIBANK INTERNATIONAL PLC

                    acting as Agent and Euro Swingline Agent

                                       and

                                  CITIBANK N.A.

                              as US Swingline Agent

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

                   MULTICURRENCY REVOLVING FACILITY AGREEMENT
   ---------------------------------------------------------------------------
CONTENTS

       CLAUSE

1.     DEFINITIONS AND INTERPRETATION
2.     THE FACILITY
3.     PURPOSE
4.     CONDITIONS OF UTILISATION
5.     UTILISATION - REVOLVING FACILITIES
6.     OPTIONAL CURRENCIES
7.     UTILISATION - SWINGLINE LOANS
8.     SWINGLINE LOANS
9.     REPAYMENT
10.    PREPAYMENT AND CANCELLATION
11.    EXTENSION OF FACILITY
12.    INTEREST
13.    INTEREST PERIODS
14.    CHANGES TO THE CALCULATION OF INTEREST
15.    FEES
16.    TAX GROSS UP AND INDEMNITIES
17.    INCREASED COSTS
18.    OTHER INDEMNITIES
19.    MITIGATION BY THE LENDERS
20.    COSTS AND EXPENSES
21.    GUARANTEE AND INDEMNITY
22.    REPRESENTATIONS AND WARRANTIES
23.    GENERAL COVENANTS
24.    FINANCIAL COVENANT
25.    EVENTS OF DEFAULT
26.    CHANGES TO THE LENDERS
27.    CHANGES TO THE OBLIGORS
28.    ROLE OF THE AGENT AND THE MANDATED LEAD ARRANGERS
29.    CONDUCT OF BUSINESS BY THE FINANCE PARTIES
30.    SHARING AMONG THE LENDERS
31.    PAYMENT MECHANICS
32.    SET-OFF
33.    NOTICES
34.    CALCULATIONS AND CERTIFICATES
35.    PARTIAL INVALIDITY
36.    REMEDIES AND WAIVERS
37.    AMENDMENTS AND WAIVERS
38. COUNTERPARTS 89 39. GOVERNING LAW 91 40. ENFORCEMENT 91
41.    COMPLETE AGREEMENT

SCHEDULE 1           THE ORIGINAL PARTIES
       Part A The Original Borrowers
       Part BI The Original Lenders
       Part BII The Original Swingline Lenders

SCHEDULE 2           CONDITIONS PRECEDENT
       Part A Conditions Precedent to Initial Utilisation
       Part B Conditions Precedent required to be delivered by
        an Additional Borrower

SCHEDULE 3           UTILISATION REQUEST
       Part A Revolving Facility Utilisation Request
       Part B Swingline Facility Utilisation Request

SCHEDULE 4           MANDATORY COST FORMULAE

SCHEDULE 5           FORM OF TRANSFER CERTIFICATES

SCHEDULE 6           TIMETABLES

SCHEDULE 7           SUBSIDIARY GUARANTEE DOCUMENTS

SCHEDULE 8           FORM OF ACCESSION LETTER

SCHEDULE 9           FORM OF RESIGNATION LETTER
THIS AGREEMENT is dated 23 November 2005 and made between:

(1)  INTERNATIONAL FLAVORS & FRAGRANCES (LUXEMBOURG) S.A.R.L, a company (societe
     a  responsabilite  limitee)  incorporated in Luxembourg and registered with
     the Register of Commerce and Companies of  Luxembourg  under number B 79234
     and having its  registered  address  at 6 rue de Mamer,  L-8081  Bertrange,
     Grand-Dutchy of Luxembourg,  with a share capital of EUR  163,360,000  (the
     "Company");

(2)  THE  COMPANIES  listed as original  borrowers  in Part A of Schedule 1 (The
     Original Parties) (the "Original Borrowers");

(3)  INTERNATIONAL FLAVORS & FRAGRANCES INC. as guarantor (the "Guarantor");

(4)  INTERNATIONAL FLAVORS & FRAGRANCES INC. as parent (the "Parent");

(5)  CITIGROUP GLOBAL MARKETS LIMITED,  FORTIS BANK S.A./N.V.,  bank of America,
     n.a.,  BANK OF  TOKYO-MITSUBISHI,  BNP PARIBAS,  ING BANK N.V., J.P. MORGAN
     securities inc. and WACHOVIA BANK, NATIONAL  ASSOCIATION,  as mandated lead
     arrangers (the "Mandated Lead Arrangers");

(6)  THE  FINANCIAL  INSTITUTIONS  listed in Part BI of Schedule 1 (The Original
     Parties) as lenders (the "Original Lenders");

(7)  THE FINANCIAL  INSTITUTIONS  listed in Part BII of Schedule 1 (The Original
     Parties) as swingline lenders (the "Original Swingline Lenders");

(8)  CITIBANK N.A. as agent for the Dollar Swingline Facility (the "US Swingline
     Agent");

(9)  CITIBANK  INTERNATIONAL  PLC as agent for the Euro Swingline  Facility (the
     "Euro Swingline Agent"); and

(10) CITIBANK INTERNATIONAL PLC as agent of the Lenders (the "Agent").

IT IS AGREED as follows:

                                   SECTION 1.
                                 INTERPRETATION

1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions
     In this Agreement:

     "Additional  Borrower" means a company which becomes an Additional Borrower
     in accordance with Clause 27.2 (Additional Borrowers).

     "Affiliate"  means,  as to any person,  any other person that,  directly or
     indirectly, controls, is controlled by or is under common control with such
     person or is a director  or officer of such  person.  For  purposes of this
     definition,   the  term  "control"   (including  the  terms  "controlling",
"controlled  by" and "under  common  control  with") of a person  means the
     possession,  direct  or  indirect,  of the power to vote 50% or more of the
     Voting  Stock of such  person or to direct  or cause the  direction  of the
     management  and policies of such person,  whether  through the ownership of
     Voting Stock, by contract or otherwise.

     "Agent"  includes the Euro  Swingline  Agent or the US Swingline  Agent (or
     both of them) where the context permits.

     "Agent's Spot Rate of Exchange" means the Agent's spot rate of exchange for
     the purchase of the relevant  currency  with the relevant  Base Currency in
     the London foreign  exchange  market at or about 11:00 a.m. on a particular
     day.

     "Authorisation"  means an  authorisation,  consent,  approval,  resolution,
     licence exemption,  filing or registration (including,  without limitation,
     the Environmental Permits).

     "Applicable Margin" means as of any date, a percentage per annum determined
     by  reference to the Public Debt Rating in effect on such date as set forth
     below:
Public Debt Rating S&P/Moody's  Applicable Margin
         ------------------------------- ----------------------------------
Level 1                         0.125%
         -------
         A+/A1 or above

         Level 2                         0.150%
         -------
         A/A2

         Level 3                         0.175%
         -------
         A-/A3

         Level 4                         0.225%
         -------
         BBB+/Baa1

         Level 5                         0.275%
         -------
         BBB/Baa2

         Level 6                         0.350%
         -------
         BBB-/Baa3

         Level 7                         0.500%
         -------
         lower than level 6
If the Public Debt Rating shall be changed, the change in Applicable Margin
     arising as a result of such  change  shall be  effective  as of the date on
     which any change in rating  established  by S&P or  Moody's or both  giving
     rise to such change in the Public Debt Rating is first  announced  publicly
     by the relevant rating agency making such change (for greater certainty, it
     is  understood  that such date may be a date  falling at any time during an
     Interest Period).

     "Availability  Period" means the period from and including the date of this
     Agreement to and  including  the date falling one Business Day prior to the
     Termination Date.

     "Available  Commitment"  means the  Tranche A Available  Commitment  or the
     Tranche B Available Commitment.
"Available  Dollar  Swingline  Commitment" of a Swingline Lender means (but
     without  limiting Clause 7.5  (Relationship  with the Revolving  Facility))
     that Lender's Dollar Swingline Commitment minus:

     (a)  the Base  Currency  Amount  of its  participation  in any  outstanding
          Dollar Swingline Loans; and

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

     other than that Lender's  participation  in any Dollar Swingline Loans that
     are due to be repaid or prepaid on or before the proposed Utilisation Date.

     "Available  Dollar  Swingline  Facility"  means the  aggregate for the time
     being of each Swingline Lender's Available Dollar Swingline Commitment.

     "Available  Euro  Swingline  Commitment"  of a Swingline  Lender means (but
     without  limiting Clause 7.5  (Relationship  with the Revolving  Facility))
     that Lender's Euro Swingline Commitment minus:

     (a)  the Base Currency Amount of its  participation in any outstanding Euro
          Swingline Loans; and

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

     other than that Lender's participation in any Euro Swingline Loans that are
     due to be repaid or prepaid on or before the proposed Utilisation Date.

     "Available Euro Swingline  Facility" means the aggregate for the time being
     of each Swingline Lender's Available Euro Swingline Commitment.

     "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.

     "Base Currency"  means, in respect of the Tranche A Revolving  Facility and
     the Dollar Swingline Facility,  US dollars and, in respect of the Tranche B
     Revolving Facility and the Euro Swingline Facility, euro.

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

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

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

     exceeds:

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

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

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

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

     "Cash"  means at any time,  in respect of any member of the Group,  cash as
     defined in the Audit and Accounting Guides issued by the American Institute
     of Certified Public Accountants of the United States of America (as amended
     from time to time) which includes as at the date of this Agreement currency
     on hand,  demand  deposits with  financial  institutions  and other similar
     deposit accounts.

     "Cash  Equivalents"  means in  respect  of any  member of the  Group,  cash
     equivalents  as defined in the Audit and  Accounting  Guides  issued by the
     American  Institute of Certified Public Accountants of the United States of
     America  (as amended  from time to time)  which  includes as at the date of
     this Agreement short term instruments  having not more than three months to
     final maturity and highly liquid instruments  readily  convertible to known
     amounts of cash

     "Commitment" means a Tranche A Commitment, a Tranche B Commitment, a Dollar
     Swingline Commitment or a Euro Swingline Commitment.

     "Consolidated"  refers to the  consolidation of accounts in accordance with
     GAAP.

     "Corporate  Bonds"  means the  US$700,000,000  of 6.45% notes issued by the
     Parent in 2001 maturing on 15 May 2006.

     "Corporate Bond Repayment Date" means 15 May 2006 or such other date as the
     Corporate Bonds are repaid.
"Debt" of any person means, without duplication:

     (a)  all indebtedness of such person for borrowed money;

     (b)  all  obligations  of such person for the  deferred  purchase  price of
          assets or services (other than trade payables not overdue by more than
          60 days incurred in the ordinary course of such person's business);

     (c)  all obligations of such person evidenced by notes,  bonds,  debentures
          or other similar instruments,

     (d)  all   obligations   of  such  person  created  or  arising  under  any
          conditional  sale or other title  retention  agreement with respect to
          assets acquired by such person (even though the rights and remedies of
          the seller or lender under such  agreement in the event of default are
          limited to repossession or sale of such assets);

     (e)  all  obligations  of such person as lessee under leases that have been
          or should be, in accordance with GAAP, recorded as capital leases;

     (f)  all obligations, contingent or otherwise, of such person in respect of
          acceptances, letters of credit or similar extensions of credit;

     (g)  all obligations of such person in respect of Hedge Agreements;

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

     (i)  any  amount  raised  by the issue of  shares  redeemable  prior to the
          Termination Date;

     (j)  any amount raised under any other  transaction  (including any forward
          sale  or  purchase  agreement)  having  the  commercial  effect  of  a
          borrowing;

     (k)  all Debt of others  referred to in paragraphs (a) through (j) above or
          paragraph (l) below guaranteed directly or indirectly in any manner by
          such person,  or in effect  guaranteed  directly or indirectly by such
          person  through an  agreement  (1) to pay or purchase  such Debt or to
          advance or supply funds for the payment or purchase of such Debt,  (2)
          to  purchase,  sell or lease  (as  lessee  or  lessor)  assets,  or to
          purchase or sell  services,  primarily for the purpose of enabling the
          debtor to make  payment  of such Debt or to assure  the holder of such
          Debt  against  loss,  (3) to supply  funds to or in any  other  manner
          invest in the debtor  (including  any  agreement  to pay for assets or
          services  irrespective  of whether  such  assets are  received or such
          services are rendered) or (4)  otherwise to assure a creditor  against
          loss; and

     (l)  all Debt  referred to in  paragraphs  (a) through (k) above secured by
          (or  for  which  the  holder  of  such  Debt  has an  existing  right,
          contingent  or  otherwise,  to be secured  by) any  Security on assets
          (including, without limitation, accounts and contract rights) owned by
          such person,  even though such person has not assumed or become liable
          for the payment of such Debt.
"Debt for Borrowed  Money" of a person means all items that,  in accordance
     with GAAP,  would be classified as indebtedness  on a Consolidated  balance
     sheet of such person other than any amounts  which would be  classified  as
     indebtedness,  in  accordance  with  GAAP,  which  arise  under  any  Hedge
     Agreements.

     "Default" means an Event of Default or any event or circumstance  specified
     in Clause 25 (Events of  Default)  which  would (with the expiry of a grace
     period,  the giving of notice,  the making of any  determination  under the
     Finance  Documents or any  combination of any of the foregoing) be an Event
     of Default.

     "Disruption Event" means either or both of:

     (a)  a material disruption to those payment or communications systems or to
          those financial  markets which are, in each case,  required to operate
          in order for payments to be made in connection with the Facilities (or
          otherwise in order for the  transactions  contemplated  by the Finance
          Documents to be carried out) which disruption is not caused by, and is
          beyond the control of, any of the Parties; or

     (b)  the  occurrence of any other event which results in a disruption (of a
          technical  or  systems-related  nature) to the  treasury  or  payments
          operations of a Party preventing that, or any other Party:

          (i)  from  performing  its  payment   obligations  under  the  Finance
               Documents; or

          (ii) from  communicating  with other  Parties in  accordance  with the
               terms of the Finance Documents,

     (and  which (in  either  such  case)) is not  caused  by, and is beyond the
     control of, the Party whose operations are disrupted.

     "DNB" means the Dutch Central Bank (De Nederlandsche Bank N.V.).

     "Dollar Swingline Commitment" means:

     (a)  in relation to a Swingline  Lender on the date of this Agreement,  the
          amount in US dollars set opposite  its name under the heading  "Dollar
          Swingline Commitment" in Part BII of Schedule 1 (The Original Parties)
          and the amount of any other Dollar Swingline Commitment transferred to
          it under this Agreement; and

     (b)  in relation to any other  Swingline  Lender,  the amount of any Dollar
          Swingline Commitment transferred to it under this Agreement,

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

     "Dollar  Swingline  Facility" means the dollar swingline loan facility made
     available  under this  Agreement  as  described  in Clause  2.1(b)(i)  (The
     Facility).

     "Dollar  Swingline  Loan"  means a loan made or to be made under the Dollar
     Swingline  Facility or the principal amount  outstanding for the time being
     of that loan.
"Dutch Borrower" means a Borrower incorporated in the Netherlands.

     "Dutch Obligor" means an Obligor incorporated in the Netherlands.

     "Dutch  Banking Act" means the Dutch Act on the  Supervision  of the Credit
     System 1992 (Wet toezicht  kredietwezen 1992) as amended from time to time,
     including the Dutch Exemption Regulation.

     "Dutch Civil Code" means the Burgerlijk Wetboek.

     "Dutch Exemption  Regulation" means the Exemption  Regulation dated 26 June
     2002  (as  amended   from  time  to  time)  of  the   Minister  of  Finance
     (Vrijstellingsregeling  Wtk 1992),  as promulgated  in connection  with the
     Dutch Banking Act.

     "EBITDA" means, for any Relevant Period,  net income (or net loss) plus the
     sum of:

     (a)  interest expense;

     (b)  income tax expense;

     (c)  depreciation expense;

     (d)  amortisation expense and all other non-cash charges; and

     (e)  extraordinary or unusual losses deducted in calculating net income

     less  extraordinary  or unusual gains added in calculating  net income,  in
     each case determined in accordance with GAAP for the Relevant Period.

     "Environmental  Action"  means any action,  suit,  demand,  demand  letter,
     claim,  notice of  non-compliance  or  violation,  notice of  liability  or
     potential liability,  investigation,  proceeding,  consent order or consent
     agreement  relating  in any  way to any  Environmental  Law,  Environmental
     Permit or Hazardous  Materials or arising from alleged  injury or threat of
     injury to health, safety or the environment, including, without limitation:

     (a)  by any governmental or regulatory authority for enforcement,  cleanup,
          removal, response, remedial or other actions or damages; and

     (b)  by any  governmental  or  regulatory  authority or any third party for
          damages, contribution, indemnification, cost recovery, compensation or
          injunctive relief.

     "Environmental  Law" means any federal,  state,  local or foreign  statute,
     law, ordinance, rule, regulation, code, order, judgment, decree or judicial
     or agency  interpretation,  policy or  guidance  relating to  pollution  or
     protection  of  the  environment,  health,  safety  or  natural  resources,
     including,  without  limitation,  those  relating  to  the  use,  handling,
     transportation,  treatment,  storage,  disposal,  release or  discharge  of
     Hazardous Materials.

     "Environmental Permits" means any permit, approval,  identification number,
     license or other authorisation required under any Environmental Law.
"ERISA" means the United States Employee  Retirement Income Security Act of
     1974, as amended from time to time,  and the  regulations  promulgated  and
     rulings issued thereunder.

     "ERISA  Affiliate"  means any person that for purposes of Title IV of ERISA
     is a member of the Parent's  controlled group, or under common control with
     the Parent, within the meaning of Section 414 of the United States Internal
     Revenue  Code of 1986 (as  amended  from time to time) and the  regulations
     promulgated and rulings issued thereunder.

     "ERISA Event" means:

     (a)  (i) the  occurrence  of a  reportable  event,  within  the  meaning of
          Section  4043 of ERISA,  with  respect  to any Plan  unless the 30-day
          notice  requirement  with respect to such event has been waived by the
          PBGC, or (ii) the requirements of subsection (1) of Section 4043(b) of
          ERISA (without  regard to subsection (2) of such Section) are met with
          a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of
          a Plan, and an event  described in paragraph (9), (10),  (11), (12) or
          (13) of Section 4043(c) of ERISA is reasonably  expected to occur with
          respect to such Plan within the following 30 days;

     (b)  the application for a minimum funding waiver with respect to a Plan;

     (c)  the provision by the  administrator  of any Plan of a notice of intent
          to  terminate  such  Plan  pursuant  to  Section  4041(a)(2)  of ERISA
          (including any such notice with respect to a plan  amendment  referred
          to in Section 4041(e) of ERISA);

     (d)  the  cessation of  operations at a facility of the Parent or any ERISA
          Affiliate in the circumstances described in Section 4062(e) of ERISA;

     (e)  the  withdrawal by the Parent or any ERISA  Affiliate  from a Multiple
          Employer  Plan  during  a plan  year for  which  it was a  substantial
          employer, as defined in Section 4001(a)(2) of ERISA;

     (f)  the imposition of a lien under Section 302(f) of ERISA with respect to
          any Plan;

     (g)  the  adoption of an  amendment to a Plan  requiring  the  provision of
          security to such Plan pursuant to Section 307 of ERISA; or

     (h)  the  institution  by the  PBGC  of  proceedings  to  terminate  a Plan
          pursuant to Section 4042 of ERISA,  or the  occurrence of any event or
          condition  described in Section 4042 of ERISA that constitutes grounds
          for the termination of, or the appointment of a trustee to administer,
          a Plan.

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

     (a)  the applicable Screen Rate; or

     (b)  (if no Screen  Rate is  available  for the  period  of that  Loan) the
          arithmetic mean of the rates (rounded  upwards to four decimal places)
          as supplied to the 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.

     "Euro Swingline Commitment" means:

     (a)  in relation to a Swingline  Lender on the date of this Agreement,  the
          amount in euro set opposite its name under the heading "Euro Swingline
          Commitment"  in Part BII of Schedule 1 (The Original  Parties) and the
          amount of any other Euro Swingline Commitment  transferred to it under
          this Agreement; and

     (b)  in  relation  to any other  Swingline  Lender,  the amount of any Euro
          Swingline Commitment transferred to it under this Agreement,

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

     "Euro  Swingline  Facility"  means the euro  swingline  loan  facility made
     available  under this  Agreement  as described  in Clause  2.1(b)(ii)  (The
     Facility).

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

     "Euro  Swingline  Rate" means,  in relation to a Euro  Swingline  Loan, the
     percentage rate per annum which is the aggregate of:

     (a)  Euro Swingline Reference Bank Rate; and

     (b)  the Applicable Margin; and

     (c)  Mandatory Cost (if any).

     "Euro Swingline Reference Bank Rate" means the arithmetic mean of the rates
     (rounded  upwards to four decimal places) as supplied to the Euro Swingline
     Agent at its request quoted by the Reference  Banks to leading banks in the
     European interbank market as of 11.00 a.m. Brussels time on the Utilisation
     Date for that Euro  Swingline Loan for the offering of deposits in euro for
     a period  comparable to the Interest Period for the relevant Euro Swingline
     Loan and for settlement on that day.

     "Event of Default"  means any event or  circumstance  specified  as such in
     Clause 25 (Events of Default).

     "Existing 2001 Facility" means the US$300,000,000 revolving credit facility
     made available to the Parent under an agreement dated 26 September 2001.

     "Existing 2002 Facility" means the EUR350,000,000 revolving credit facility
     made available to the Company under an agreement dated 19 July 2002.

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

     "Federal  Funds Rate"  means,  in  relation to any day,  the rate per annum
     equal to:

     (a)  the  weighted  average  of  the  rates  on  overnight   Federal  funds
          transactions with members of the US Federal Reserve System arranged by
          Federal funds  brokers,  as published for that day (or, if that day is
          not a New York  Business Day, for the  immediately  preceding New York
          Business Day) by the Federal Reserve Bank of New York; or

     (b)  if a rate is not so published for any day which is a New York Business
          Day, the average of the quotations  for that day on such  transactions
          received by the US Swingline Agent from three Federal funds brokers of
          recognised standing selected by the Agent.

     "Fee Letter"  means any letter or letters  between  certain of the Mandated
     Lead  Arrangers,  the Parent and the  Company  setting  out any of the fees
     referred to in Clause 15 (Fees).

     "Finance  Document"  means  this  Agreement,  any Fee  Letter and any other
     document designated as such by the Agent and the Borrower.

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

     "Founder" means:

     (a)  each person who is a beneficial owner (within the meaning of Rule13d-3
          of the United  States  Securities  and Exchange  Commission  under the
          United States  Securities  Exchange Act of 1934) of 20% or more of the
          outstanding shares of Voting Stock of the Parent on the date hereof or
          any  person  that is or  becomes a  fiduciary  of any  person who is a
          beneficial  owner of (or any  person  for  whose  account  were  held)
          outstanding  shares of Voting  Stock of the Parent on the date  hereof
          (in any such case,  an "Existing  Shareholder"),  including  any group
          that is comprised solely of Existing Shareholders; and

     (b)  any such Existing  Shareholder or group  comprised  solely of Existing
          Shareholders  who shall become the beneficial  owner of 20% or more of
          the  outstanding  shares of  Voting  Stock of the  Parent  solely as a
          result of an acquisition by the Parent of shares of its Voting Stock,

     in each  case  until  such  time  as the  persons  or  group  described  in
     paragraphs (a) and (b) above shall become the beneficial  owner (other than
     by means of a stock dividend,  stock split,  gift or inheritance or receipt
     or exercise of, or accrual of any right to exercise,  any stock  options of
     shares of stock granted by the Parent) of any  additional  shares of Voting
     Stock of the Parent.
In addition, the Parent, any wholly-owned  Subsidiary of the Parent and any
     employee stock ownership or other employee  benefit plan of the Parent or a
     wholly-owned Subsidiary of the Parent shall be a "Founder".

     "GAAP"  means,  in respect of the  Parent,  generally  accepted  accounting
     principles in the United States of America consistent with those applied in
     the  preparation  of the  financial  statements  referred to in Clause 22.5
     (Financial Statements).

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

     "Hazardous   Materials"   means  (a)  petroleum  and  petroleum   products,
     by-products    or    breakdown     products,     radioactive     materials,
     asbestos-containing materials,  polychlorinated biphenyls and radon gas and
     (b) any other chemicals, materials or substances designated,  classified or
     regulated as hazardous or toxic or as a pollutant or contaminant  under any
     Environmental Law.

     "Hedge  Agreements"  means  interest rate swap,  cap or collar  agreements,
     interest  rate  future  or  option  contracts,  currency  swap  agreements,
     currency future or option contracts and other similar agreements.

     "Information Memorandum" means the document concerning the Obligors and the
     Parent which, at the Parent's and the Company's  request and on its behalf,
     is to be prepared in relation to this  transaction,  approved by the Parent
     and  the  Company  and  distributed  by  the  Mandated  Lead  Arrangers  in
     connection with syndication of the Facility.

     "Interest  Period" means,  in relation to a Revolving  Facility Loan,  each
     period  determined  in  accordance  with Clause 13 (Interest  Periods),  in
     relation to a Swingline  Loan,  each period  determined in accordance  with
     Clause 8.4 (Interest Period) and, in relation to an Unpaid Sum, each period
     determined in accordance with Clause 12.4 (Default interest).

     "Legal Reservations" means:

     (a)  the principle that equitable remedies may be granted or refused at the
          discretion  of a  court  and the  limitation  of  enforcement  by laws
          relating  to  insolvency,  reorganisation  and  other  laws  generally
          affecting the rights of creditors;

     (b)  the time barring of claims under the Limitation  Acts, the possibility
          that an  undertaking  to assume  liability  for or  indemnify a person
          against  non-payment  of UK stamp  duty may be void  and  defences  of
          set-off or counterclaim; and

     (c)  similar principles, rights and defences under the laws of any Relevant
          Jurisdiction.

     "Lender" means:

     (a)  any Original Lender;

     (b)  where the context so requires, any Swingline Lender; and

     (c)  any  bank or  financial  institution  which  has  become  a  Party  in
          accordance with Clause 26 (Changes to the Lenders),
which in each  case has not  ceased  to be a Party in  accordance  with the
     terms of this Agreement.

     "LIBOR" means, in relation to any Loan:

     (a)  the applicable Screen Rate; or

     (b)  (if no Screen Rate is available for the currency or Interest Period of
          that Loan) the arithmetic  mean of the rates (rounded  upwards to four
          decimal  places) as supplied to the 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  currency of that Loan and for a period  comparable  to the Interest
     Period for that Loan.

     "Limitation Acts" means the Limitation Act 1980 and the Foreign  Limitation
     Periods Act 1984.

     "Loan" means a Revolving  Facility  Loan, a Swingline Loan or the principal
     amount outstanding for the time being of that loan.

     "LMA" means the Loan Market Association.

     "Majority Lenders" means:

     (a)  if there are no Loans  then  outstanding,  a Lender or  Lenders  whose
          Commitments  aggregate more than 662/3% of the Total  Commitments (or,
          if the Total  Commitments  have been reduced to zero,  aggregated more
          than  66 2/3% of  the  Total  Commitments  immediately  prior  to  the
          reduction); or

     (b)  at any other time,  a Lender or Lenders  whose  participations  in the
          Loans then  outstanding aggregate  more than  66 2/3% of all the Loans
          then outstanding.

     provided that

     for the purpose only of determining the composition of and voting rights in
     relation  to  the  "Majority   Lenders"  the  Total   Commitments  and  the
     outstanding  Loans of each Lender shall be  calculated by the amount of the
     Total Tranche A  Commitments  or any Tranche A Loans being  converted  into
     euros at the  Agent's  Spot Rate of  Exchange  on the date  which the Agent
     notifies the Lenders of any waiver, consent, approval, notice, direction or
     instruction  to be  given,  amendment  or  appointment  to be made or other
     decision to be taken.

     "Mandatory  Cost" means the  percentage  rate per annum  calculated  by the
     Agent in accordance with Schedule 4 (Mandatory Cost formulae).

     "Material  Adverse  Change"  means  any  material  adverse  change  in  the
     business,  condition  (financial  or otherwise) or results of operations of
     the Parent and its Subsidiaries taken as a whole.

     "Material Adverse Effect" means a material adverse effect on:
(a)  the  business,  condition  (financial  or  otherwise)  or  results  of
          operations of the Parent and its Subsidiaries taken as a whole;

     (b)  the rights and  remedies of the Agent or any Lender  under the Finance
          Documents; or

     (c)  the  ability  of any  Obligor or the  Parent to  perform  its  payment
          obligations under the Finance Documents.

     "Moody's" means Moody's Investor Services, Inc., or any successor by merger
     or change of name which is a  nationally  recognised  rating  agency in the
     United States of America.

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

     (a)  (subject to paragraph (c) below) if the numerically  corresponding day
          is not a Business  Day, that period shall end on the next Business Day
          in that calendar month in which that period is to end if there is one,
          or if there is not, on the immediately preceding Business Day;

     (b)  if there is no numerically  corresponding day in the calendar month in
          which  that  period  is to end,  that  period  shall  end on the  last
          Business Day in that calendar month; and

     (c)  if an Interest  Period  begins on the last  Business Day of a calendar
          month,  that Interest Period shall end on the last Business Day in the
          calendar month in which that Interest Period is to end.

     The above rules will only apply to the last Month of any period.

     "Multiemployer  Plan"  means a  multiemployer  plan,  as defined in Section
     4001(a)(3) of ERISA,  to which the Parent or any ERISA  Affiliate is making
     or accruing an obligation to make  contributions,  or has within any of the
     preceding   five  plan  years  made  or  accrued  an   obligation  to  make
     contributions.

     "Multiple  Employer  Plan"  means a single  employer  plan,  as  defined in
     Section 4001(a)(15) of ERISA, that:

     (a)  is maintained  for employees of the Parent or any ERISA  Affiliate and
          at least one person other than the Parent and the ERISA Affiliates; or

     (b)  was so  maintained  and in  respect  of which the  Parent or any ERISA
          Affiliate  could have liability under Section 4064 or 4069 of ERISA in
          the event such plan has been or were to be terminated.

     "Net Debt" means Debt for Borrowed Money less Cash and Cash Equivalents.

     "New York  Business  Day" means a day (other  than a Saturday or Sunday) on
     which banks are open for general business in New York City.
"Obligors" means the Borrowers and the Guarantor.

     "OECD Jurisdiction" means a member country of the Organisation for Economic
     Co-operation and Development.

     "Optional  Currency"  means a currency (other than the Base Currency) which
     complies with the conditions set out in Clause 4.3 (Conditions  relating to
     Optional Currencies) or, in relation to the Euro Swingline Facility, Clause
     7.3 (Completion of a Utilisation Request for Swingline Loans).

     "Original Obligors" means the Original Borrowers and the Guarantor.

     "Overall Tranche A Commitment" of a Lender means:

     (a)  its Tranche A Commitment; or

     (b)  in the case of a Lender  which  does not have a Tranche A  Commitment,
          the Tranche A Commitment of a Lender which is its Affiliate.

     "Overall Tranche B Commitment" of a Lender means:

     (a)  its Tranche B Commitment; or

     (b)  in the case of a Lender  which  does not have a Tranche B  Commitment,
          the Tranche B Commitment of a Lender which is its Affiliate.

     "Participating  Member  State"  means  any  member  state  of the  European
     Communities  that adopts or has adopted the euro as its lawful  currency in
     accordance  with  legislation  of  the  European  Communities  relating  to
     Economic and Monetary Union.

     "Party"  means a party to this  Agreement  and includes its  successors  in
     title, permitted assigns and permitted transferees.

     "Patriot  Act" means the Uniting  and  Strengthening  America by  Providing
     Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
     Public Law 107-56, as amended.

     "PBGC" means the Pension Benefit Guaranty Corporation (or any successor).

     "Permitted   Security"   means  such  of  the  following  as  to  which  no
     enforcement,  collection,  execution,  levy or foreclosure proceeding shall
     have been commenced:

     (a)  Security for Taxes,  assessments and governmental charges or levies to
          the extent not  required to be paid under  Clause  23.3.1  (Payment of
          Taxes, Etc.);

     (b)  Security imposed by law, such as materialmen's, mechanics', carriers',
          workmen's and repairmen's  Security and other similar Security arising
          in the ordinary course of business  securing  obligations that are not
          overdue for a period of more than 30 days;

     (c)  pledges or deposits to secure obligations under workers'  compensation
          laws  or  similar   legislation  or  to  secure  public  or  statutory
          obligations;

     (d)  easements,  rights  of way and  other  encumbrances  on  title to real
          property  that do not  render  title to the real  property  encumbered
          thereby  unmarketable or materially  adversely  affect the use of such
          real property for its present purposes;

     (e)  any netting or set-off  arrangement  entered into by any member of the
          Group in the  ordinary  course  of its  banking  arrangements  for the
          purpose of netting debit and credit balances of members of the Group;

     (f)  any Security  arising  solely by virtue of the  maintenance  of a bank
          account by any member of the Group in the ordinary  course of business
          pursuant to the general  terms and  conditions  of the bank with which
          such account is held; and
(g)  any lien arising by  operation  of law and in the  ordinary  course of
          trading.

     "Plan" means a Single Employer Plan or a Multiple Employer Plan.

     "Policy  Guidelines"  means the 2005 Dutch Central Bank's Policy Guidelines
     (issued in relation to the Dutch  Exemption  Regulation)  dated 29 December
     2004  (Beleidsregel  2005  kernbegrippen  markttoetreding en handhaving Wtk
     1992) as amended from time to time.

     "Professional   Market   Party"   means   a   professional   market   party
     (professionele marktpartij) under the Dutch Exemption Regulation.

     "Public  Debt Rating"  means:  (i) as of any date until and  including  the
     Corporate  Bond  Repayment  Date,  the rating  that has been most  recently
     announced  by either  S&P or  Moody's  or both as the case may be,  for any
     class of non-credit  enhanced long-term senior unsecured debt issued by the
     Parent;  and (ii) as of any date  following  the Corporate  Bond  Repayment
     Date,  the rating that has been most  recently  announced  by either S&P or
     Moody's or both as the case may be with  respect to the  overall  financial
     capacity  (its  creditworthiness)  of  the  Parent  to  pay  its  financial
     obligations as they come due. For purposes of the foregoing:

     (a)  if only one of S&P and  Moody's  shall  have in  effect a Public  Debt
          Rating,  the Applicable Margin shall be determined by reference to the
          available rating;

     (b)  if neither S&P nor Moody's  shall have in effect a Public Debt Rating,
          the  Applicable  Margin shall be set in accordance  with Level 7 under
          the definition of "Applicable Margin", as the case may be;

     (c)  if the  ratings  established  by S&P and  Moody's  shall  fall  within
          different  levels,  the  Applicable  Margin  shall be  based  upon the
          average of the Applicable Margins which applies to each rating; and

     (d)  if S&P or  Moody's  shall  change  the  basis  on  which  ratings  are
          established, each reference to the Public Debt Rating announced by S&P
          or Moody's,  as the case may be,  shall  refer to the then  equivalent
          rating by S&P or Moody's, as the case may be.

     "Quotation Day" means, in relation to any period for which an interest rate
     is to be determined:

     (a)  (if the currency is euro) two TARGET Days before the first day of that
          period; or

     (b)  (for any other  currency)  two  Business  Days before the first day of
          that period,

     unless  market  practice  differs in the  Relevant  Interbank  Market for a
     currency,  in  which  case the  Quotation  Day for  that  currency  will be
     determined by the Agent in accordance  with market practice in the Relevant
     Interbank  Market  (and if  quotations  would  normally be given by leading
     banks in the Relevant  Interbank Market on more than one day, the Quotation
     Day will be the last of those days).

     "Reference Banks" means, in relation to:
(a)  LIBOR,  the principal  London offices of Citibank  International  PLC,
          Fortis   Bank    (Nederland)    N.V.   and    Cooperatieve    Centrale
          Raiffeisen-Boerenleenbank BA; and

     (b)  EURIBOR,  the  principal  office in the European  interbank  market of
          Citibank   International   PLC,  Fortis  Bank   (Nederland)  N.V.  and
          Cooperatieve Centrale Raiffeisen-Boerenleenbank BA,

     or such other banks as may be appointed by the Agent or the Euro  Swingline
     Agent (as appropriate) in consultation with the Parent.

     "Relevant  Interbank  Market"  means  in  relation  to euro,  the  European
     interbank  market,  and,  in  relation  to any other  currency,  the London
     interbank market.

     "Relevant Jurisdiction" means, in relation to an Obligor:

     (a)  its  jurisdiction of  incorporation  as listed in Part A of Schedule 1
          (The Original Parties); and

     (b)  any  jurisdiction  where it conducts its business.

     "Relevant Period" means each period of twelve months ending on the last day
     of the Parent's  financial  year and each period of twelve months ending on
     the last day of each of the first three quarters of the Parent's  financial
     year.

     "Resignation  Letter" means a letter  substantially  in the form set out in
     Schedule 9 (Form of Resignation Letter).

     "Revolving  Facility" means the Tranche A Revolving Facility or the Tranche
     B Revolving Facility.

     "Revolving  Facility  Loan" means a Tranche A Revolving  Facility Loan or a
     Tranche B Revolving Facility Loan.

     "Rollover Loan" means one or more Revolving Facility Loans:

     (a)  made or to be made on the same day that a maturing  Revolving Facility
          Loan is due to be repaid;

     (b)  the  aggregate  amount of which is equal to or less than the  maturing
          Revolving Facility Loan;

     (c)  in the same currency as the maturing  Revolving  Facility Loan (unless
          it arose as a result of the operation of Clause 6.2 (Unavailability of
          a currency)); and

     (d)  made or to be made for the purpose of refinancing a maturing Revolving
          Facility Loan.

     "Reacquisition Sale and Leaseback  Transaction" has the meaning given to it
     in Clause 23.9(e) (Merger).
"S&P"means   Standard  &  Poor's  Ratings  Services,   a  division  of  The
     McGraw-Hill  Companies,  Inc. or any  successor by merger or change of name
     which is a  nationally  recognised  rating  agency in the United  States of
     America.

     "Screen Rate" means:

     (a)  in  relation  to LIBOR,  the  British  Bankers'  Association  Interest
          Settlement Rate for the relevant currency and period; and

     (b)  in relation to EURIBOR,  the percentage  rate per annum  determined by
          the Banking Federation of the European Union for the relevant period,

     displayed on the appropriate  page of the Telerate  screen  (currently page
     3750 in  relation to LIBOR and page 248 in  relation  to  EURIBOR).  If the
     agreed page is replaced or service  ceases to be  available,  the Agent may
     specify  another  page or service  displaying  the  appropriate  rate after
     consultation with the Borrower and the Lenders.

     "Security" means any lien, security interest or other charge or encumbrance
     of any kind,  or any other  type of  preferential  arrangement,  including,
     without  limitation,  the lien or retained  security title of a conditional
     vendor and any easement, right of way or other encumbrance on title to real
     property.

     "Single  Employer Plan" means a single employer plan, as defined in Section
     4001(a)(15) of ERISA, that:

     (a)  is maintained  for employees of the Parent or any ERISA  Affiliate and
          no person other than the Parent and the ERISA Affiliates; or

     (b)  was so  maintained  and in  respect  of which the  Parent or any ERISA
          Affiliate  could have  liability  under  Section  4069 of ERISA in the
          event such plan has been or were to be terminated.

     "Specified  Time" means a time  determined  in  accordance  with Schedule 6
     (Timetables)

     "Subsidiary"  of any  person  means  any  corporation,  partnership,  joint
     venture,  limited liability company, trust or estate of which (or in which)
     more than 50% of:

     (a)  the issued and outstanding  capital stock having ordinary voting power
          to elect a  majority  of the board of  directors  of such  corporation
          (irrespective  of whether at the time capital stock of any other class
          or classes of such  corporation  shall or might have voting power upon
          the occurrence of any contingency);

     (b)  the  interest  in the  capital or profits  of such  limited  liability
          company, partnership or joint venture; or

     (c)  the beneficial interest in such trust or estate

     is at the time directly or  indirectly  owned or controlled by such person,
     by such person and one or more of its other  Subsidiaries or by one or more
     of such person's other Subsidiaries.
"Subsidiary  Guarantee"  has  the  meaning  given  to  it in  Clause  23.14
     (Subsidiary Guarantors).

     "Subsidiary  Guarantor"  has  the  meaning  given  to  it in  Clause  23.14
     (Subsidiary Guarantors).

     "Swingline  Facility"  means  the  Dollar  Swingline  Facility  or the Euro
     Swingline Facility.

     "Swingline Lender" means:

     (a)  an  Original  Lender  listed in Part BII of  Schedule 1 (The  Original
          Parties) as a Swingline Lender; and

     (b)  any other  person that  becomes a Swingline  Lender  after the date of
          this Agreement in accordance with Clause 26 (Changes to Lenders)

     which in each case has not  ceased to be a Party as a  Swingline  Lender in
     accordance with the terms of this Agreement.

     "Swingline Loan" means a Dollar Swingline Loan or a Euro Swingline Loan.

     "TARGET" means Trans-European  Automated Real-time Gross Settlement Express
     Transfer payment system.

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

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

     "Termination Date" means the date falling five years after the date of this
     Agreement, subject to the terms of Clause 11 (Extension of Facility).

     "Total  Commitments"  means the Total Tranche A  Commitments  and the Total
     Tranche B Commitments.

     "Total  Dollar  Swingline  Commitments"  means the  aggregate of the Dollar
     Swingline Commitments, being US$50,000,000 at the date of this Agreement.

     "Total  Euro  Swingline  Commitments"  means  the  aggregate  of  the  Euro
     Swingline Commitments, being EUR50,000,000 at the date of this Agreement;

     "Total  Tranche  A  Commitments"  means  the  aggregate  of the  Tranche  A
     Commitments, being US$350,000,000 at the date of this Agreement.

     "Total  Tranche  B  Commitments"  means  the  aggregate  of the  Tranche  B
     Commitments, being EUR400,000,000 at the date of this Agreement.

     "Tranche A  Available  Commitment"  means a Lender's  Tranche A  Commitment
     minus:
(a)  the Base  Currency  Amount  of its  participation  in any  outstanding
          Tranche A Loans; and

     (b)  in relation to any proposed  Utilisation,  the Base Currency Amount of
          its participation in any Tranche A Loans that are due to be made on or
          before the proposed Utilisation Date,

     other than that Lender's  participation in any Tranche A Loans that are due
     to be repaid or prepaid on or before the proposed Utilisation Date.

     "Tranche A  Borrower"  means the Parent or any  Additional  Borrower  which
     becomes a party hereto as a Borrower under the Tranche A Facility.

     "Tranche A Commitment" means:

     (a)  in  relation  to an  Original  Lender,  the amount in US  dollars  set
          opposite its name under the heading "Tranche A Commitment" in Schedule
          1 (The  Original  Lenders)  and the  amount  of any  other  Tranche  A
          Commitment transferred to it under this Agreement; and

     (b)  in  relation  to any other  Lender,  the  amount in US  dollars of any
          Tranche A Commitment transferred to it under this Agreement,

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

     "Tranche  A Loan"  means a Tranche A  Revolving  Facility  Loan or a Dollar
     Swingline Loan.

     "Tranche A  Revolving  Facility"  means the  multicurrency  revolving  loan
     facility  made  available  under this  Agreement as described in Clause 2.1
     (a)(i) (The Facility).

     "Tranche A Revolving  Facility  Loan" means a loan made or to be made under
     the Tranche A Revolving Facility.

     "Tranche B  Available  Commitment"  means a Lender's  Tranche B  Commitment
     minus:

     (a)  the Base  Currency  Amount  of its  participation  in any  outstanding
          Tranche B Loans; and

     (b)  in relation to any proposed  Utilisation,  the Base Currency Amount of
          its participation in any Tranche B Loans that are due to be made on or
          before the proposed Utilisation Date,

     other than that Lender's  participation in any Tranche B Loans that are due
     to be repaid or prepaid on or before the proposed Utilisation Date.

     "Tranche B Borrowers"  means the  Companies  listed in Part A of Schedule 1
     (The Original  Parties) as Tranche B Borrowers and any Additional  Borrower
     which becomes a party hereto as a Borrower under the Tranche B Facility.

     "Tranche B Commitment" means:
(a)  in relation to an Original Lender, the amount in euro set opposite its
          name under the  heading  "Tranche  B  Commitment"  in  Schedule 1 (The
          Original  Lenders)  and the amount of any other  Tranche B  Commitment
          transferred to it under this Agreement; and

     (b)  in relation to any other  Lender,  the amount in euro of any Tranche B
          Commitment transferred to it under this Agreement,

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

     "Tranche  B Loan"  means a  Tranche  B  Revolving  Facility  Loan or a Euro
     Swingline Loan.

     "Tranche B  Revolving  Facility"  means the  multicurrency  revolving  loan
     facility  made  available  under this  Agreement as described in Clause 2.1
     (a)(ii) (The Facility).

     "Tranche B Revolving  Facility  Loan" means a loan made or to be made under
     the Tranche B Revolving Facility.

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

     "Transfer Date" means, in relation to a transfer, the later of:

     (a)  the proposed Transfer Date specified in the Transfer Certificate; and

     (b)  the date on which the Agent executes the Transfer Certificate.

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

     "Utilisation" means a utilisation of a Facility.

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

     "Utilisation  Request" means a notice  substantially in the form set out in
     Schedule 3 (Utilisation Request).

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

     "Voting Stock" means capital stock issued by a  corporation,  or equivalent
     interests in any other person, the holders of which are ordinarily,  in the
     absence of  contingencies,  entitled to vote for the  election of directors
     (or persons performing similar functions) of such person, even if the right
     so to vote has been suspended by the happening of such a contingency.

1.2      Construction

     (a)  Unless a contrary indication appears a reference in this Agreement to:
(i)  "assets"  includes  present and future  properties,  revenues and
               rights of every description;

          (ii) the "European  interbank  market" means the interbank  market for
               euro operating in Participating Member States;

          (iii)a "Finance  Document" or any other  agreement or  instrument is a
               reference  to  that  Finance   Document  or  other  agreement  or
               instrument as amended or novated;

          (iv) a  "financial  year"  in  relation  to any  body  corporate  is a
               reference  to the period in respect of which such body  corporate
               produces its annual  accounts and  references to "financial  half
               years" and "financial quarters" shall be construed accordingly;

          (v)  "indebtedness"  includes  any  obligation  (whether  incurred  as
               principal  or as surety) for the payment or  repayment  of money,
               whether present or future, actual or contingent;

          (vi) a  "person"   means  an  individual,   partnership,   corporation
               (including  a  business  trust),  joint  stock  company,   trust,
               unincorporated  association,  joint  venture,  limited  liability
               company  or  other  entity,  or a  government  or  any  political
               subdivision or agency thereof;

          (vii)a   "regulation"   includes  any   regulation,   rule,   official
               directive,  request or guideline (whether or not having the force
               of law) of any governmental,  intergovernmental  or supranational
               body, agency, department or regulatory,  self-regulatory or other
               authority or organisation;

          (viii) a provision of law is a reference to that  provision as amended
               or re-enacted; and

          (ix) a time of day is a reference to London time.

     (b)  Section, Clause and Schedule headings are for ease of reference only.

     (c)  In this  Agreement,  any  reference  to a "Clause" or  "Schedule"  is,
          unless the context  otherwise  requires,  a  reference  to a Clause or
          Schedule hereof.

     (d)  Unless a contrary indication appears, a term used in any other Finance
          Document  or in any  notice  given  under  or in  connection  with any
          Finance  Document  has the same  meaning in that  Finance  Document or
          notice as in this Agreement.

     (e)  A Default (other than an Event of Default) is  "continuing"  if it has
          not been remedied or waived and an Event of Default is "continuing" if
          it has not been remedied or waived.

1.3      Construction of Dutch Terms
In   this Agreement, where it relates to a Dutch entity, a reference to:

     (a) a necessary  action to authorise  where  applicable,  includes  without
     limitation:

          (i) any action  required to comply with the Dutch Works  Councils  Act
          (Wet op de ondernemingsraden); and

          (ii)  obtaining an  unconditional  positive  advice  (advies) from the
          competent works council(s);

     (b) a winding-up,  administration  or  dissolution  includes a Dutch entity
     being:

          (i) declared bankrupt (failliet verklaard);

          (ii) dissolved (ontbonden);

     (c) a moratorium  includes  surseance van betaling and granted a moratorium
     includes surseance verleend;

     (d) a trustee in bankruptcy includes a curator;

     (e) an administrator includes a bewindvoerder;

     (f)  a(n)   (administrative)   receiver  does  not  include  a  curator  or
     bewindvoerder; and

     (g) an attachment includes a beslag.

1.4      Construction of Luxembourg Terms

     In this Agreement, where it relates to a Luxembourg entity, a reference to:

     (a)  a  winding-up,  administration  or  dissolution  includes a Luxembourg
          entity  being  declared  in  a  situation  of,   without   limitation,
          bankruptcy (faillite),  insolvency,  voluntary or judicial liquidation
          (liquidation  voluntaire or  judiciaire),  composition  with creditors
          (concordat  preventif de faillite),  reprieve from payment  (sursis de
          paiement),  controlled  management  (gestion  controlee),   fraudulent
          conveyance,  general  settlement  with  creditors,  reorganisation  or
          similar laws affecting the rights of creditors generally; and

     (b)  a  trustee  in  bankruptcy,  administrator,  receiver,  administrative
          receiver, compulsory manager or manager includes the nomination of any
          commissaire,   juge-commissaire,   curateur,  liquidateur  or  similar
          officer in relation to a Luxembourg entity.

1.5      Currency Symbols and Definitions

     "US$" and "US  dollars"  denote  lawful  currency  of the United  States of
     America,  "(pound)" and "sterling"  denotes  lawful  currency of the United
     Kingdom, "Yen" denotes the lawful currency of Japan, "Swiss francs" denotes
     the lawful  currency of  Switzerland  and "EUR" and "euro" means the single
     currency unit of the Participating Member States.

1.6      Third party rights
Unless expressly  provided to the contrary in a Finance Document,  a person
     who is not a party to this  Agreement  has no  right  under  the  Contracts
     (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce any
     term of this Agreement.
SECTION 2.

                                  THE FACILITY

2.       THE FACILITY

2.1      The Facility

     (a)  Subject to the terms of this Agreement,  the Lenders make available to
          the Borrowers:

          (i)  a  multicurrency  revolving  loan facility made  available to the
               Tranche A Borrower(s)  in an aggregate  amount equal to the Total
               Tranche A Commitments; and

          (ii) a  multicurrency  revolving  loan facility made  available to the
               Tranche B Borrowers  in an  aggregate  amount  equal to the Total
               Tranche B Commitments.

     (b)  Subject to the terms of this  Agreement,  the  Swingline  Lenders make
          available to the Borrowers:

          (i)  (as a sub-limit of the Tranche A Revolving  Facility) a US dollar
               swingline   loan  facility  made   available  to  the  Tranche  A
               Borrower(s)  in an  aggregate  amount  equal to the Total  Dollar
               Swingline Facility Commitments; and

          (ii) (as a  sub-limit  of the  Tranche B  Revolving  Facility)  a euro
               swingline loan facility made available to the Tranche B Borrowers
               in an aggregate amount equal to the Total Euro Swingline Facility
               Commitments.

     Clauses 2.1 (a) and 2.1 (b) are subject to the restriction  that at no time
     may the aggregate of the total amounts drawn under each Facility exceed the
     Total Tranche A Commitments or the Total Tranche B Commitments, as the case
     may be.

2.2      Lenders' rights and obligations

          (a)  The  obligations  of each Lender under the Finance  Documents are
               several. Failure by a Lender to perform its obligations under the
               Finance  Documents  does not affect the  obligations of any other
               Party  under  the  Finance   Documents.   No  Finance   Party  is
               responsible  for the obligations of any other Finance Party under
               the Finance Documents.

          (b)  The rights of each Lender under or in connection with the Finance
               Documents  are  separate  and  independent  rights  and any  debt
               arising  under  the  Finance  Documents  to  a  Lender  from  the
               Borrowers shall be a separate and independent debt.

          (c)  A Finance  Party may,  except as otherwise  stated in the Finance
               Documents,  separately  enforce  its  rights  under  the  Finance
               Documents.

2.3      Lenders' PMP representations
(a)  Each Original Lender  explicitly  declares and represents that it
               is a Professional Market Party and that it is aware that:

               (i)  it therefore does not benefit from the (creditor) protection
                    under the Dutch Banking Act; and

               (ii) each Borrower  incorporated  in the  Netherlands  has relied
                    upon this representation.

          (b)  This  declaration  and  representation  is made by each  Original
               Lender on the date of this Agreement and on the date a New Lender
               becomes  a  Lender,   it  is  required   such  New  Lender  is  a
               Professional  Market  Party,  each  New  Lender  shall  make  the
               representation   set  out  in   paragraph   4  of  the   Transfer
               Certificate.

3.       PURPOSE

3.1      Purpose

          (a)  Each  Tranche A Borrower  shall apply all amounts  borrowed by it
               under the Tranche A  Revolving  Facility  for  general  corporate
               purposes, including the refinancing of the Existing 2001 Facility
               and for commercial paper backstop purposes.

          (b)  Each  Tranche B Borrower  shall apply all amounts  borrowed by it
               under the Tranche B  Revolving  Facility  for  general  corporate
               purposes,   including  the   refinancing  of  the  Existing  2002
               Facility.

          (c)  Each  Tranche A Borrower  shall apply all amounts  borrowed by it
               under the Dollar  Swingline  Facility towards (i) refinancing any
               note or other  instrument  maturing  under any dollar  commercial
               paper  programme  of such  Tranche A  Borrower  and (ii)  general
               corporate purposes.

          (d)  Each  Tranche B Borrower  shall apply all amounts  borrowed by it
               under the Euro Swingline  Facility towards the general  corporate
               purposes of such Tranche B Borrower.

     A Swingline  Loan may not be applied in repayment or  prepayment of another
     Swingline Loan.

3.2      Monitoring

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

4.       CONDITIONS OF UTILISATION

4.1      Initial conditions precedent

     No Borrower may deliver a Utilisation Request unless the Agent has received
     all of the documents and other evidence listed in Schedule 2
(Conditions precedent) in form and substance satisfactory to the Agent. The
     Agent shall notify the  relevant  Borrower  and the Lenders  promptly  upon
     being so satisfied.

4.2      Further conditions precedent

     The  Lenders  will only be obliged  to comply  with  Clause  5.4  (Lenders'
     participation)  if on  the  date  of  the  Utilisation  Request  and on the
     proposed Utilisation Date:

     (a)  in the case of a Rollover  Loan,  no Event of Default is continuing or
          would  result  from the  proposed  Loan and,  in the case of any other
          Loan, no Default is continuing or would result from the proposed Loan;
          and

     (b)  the   representations   and   warranties   contained   in   Clause  22
          (Representations and Warranties), other than those set out in the last
          sentence  of Clause  22.5  (Financial  Statements),  paragraph  (a) of
          Clause 22.6 (No proceedings pending or threatened) and paragraphs (a),
          (b) and (c) of Clause 22.10 (No misleading  information),  are correct
          on and as of the Utilisation Date.

4.3      Conditions relating to Optional Currencies

     (a)  A currency  will  constitute  an  Optional  Currency  in relation to a
          Revolving Facility Loan if:

          (i)  it is  readily  available  in  the  amount  required  and  freely
               convertible  into the Base  Currency  in the  Relevant  Interbank
               Market on the  Quotation  Day and the  Utilisation  Date for that
               Loan; and

          (ii) it is US dollars  (in the case of the Tranche A  Facility),  euro
               (in the case of the Tranche B Facility),  sterling,  Swiss francs
               or  Yen  or  has  been  approved  by  the  Agent  (acting  on the
               instructions  of all the  Lenders)  on or prior to receipt by the
               Agent of the Utilisation Request for that Loan.

     (b)  If the Agent has  received a written  request  from a  Borrower  for a
          currency to be approved under paragraph  (a)(ii) above, the Agent will
          confirm to that Borrower by the Specified Time:

          (i)  whether or not the Lenders have granted their approval; and

          (ii) if  approval  has been  granted,  the  minimum  amount  (and,  if
               required,  integral multiples) for any subsequent  Utilisation in
               that currency.

4.4      Maximum number of Loans

     (a)  No  Borrower  may  deliver  a  Utilisation  Request  in  respect  of a
          Revolving  Facility  Loan if as a result of the  proposed  Utilisation
          more than 25 Revolving Facility Loans would be outstanding.

     (b)  No  Borrower  may  deliver  a  Utilisation  Request  in  respect  of a
          Swingline  Facility  Loan if as a result of the  proposed  Utilisation
          more than 5 Swingline Facility Loans would be outstanding.
(c)  Any Loan made by a single Lender under Clause 6.2 (Unavailability of a
          currency) shall not be taken into account in this Clause 4.4.
SECTION 3.

                                   UTILISATION

5.       UTILISATION - REVOLVING FACILITIES

5.1      Delivery of a Utilisation Request

     A  Borrower  may  utilise a  Facility  by  delivery  to the Agent of a duly
     completed Utilisation Request not later than the Specified Time.

5.2      Completion of a Utilisation Request

     (a)  Each  Utilisation  Request  in  respect  of a  Revolving  Facility  is
          irrevocable  and will not be regarded  as having  been duly  completed
          unless:

          (i)  it identifies the Facility to be Utilised;

          (ii) the  proposed  Utilisation  Date is a  Business  Day  within  the
               Availability Period;

          (iii)the  currency  and amount of the  Utilisation  comply with Clause
               5.3 (Currency and amount); and

          (iv) the proposed  Interest  Period  complies with Clause 13 (Interest
               Periods).

     (b)  Only one Revolving  Facility Loan may be requested in each Utilisation
          Request.

5.3      Currency and amount

     (a)  The currency  specified in a Utilisation  Request must be the relevant
          Base Currency or an Optional Currency.

     (b)  The amount of the proposed  Loan must be an amount whose Base Currency
          Amount is not more than the relevant Available Facility and which is:

          (i)  (in the case of a Tranche A Loan) if the currency selected is the
               relevant  Base  Currency,  a  minimum  of  US$5,000,000  (and  an
               integral  multiple  of  US$5,000,000)  or an amount  equal to the
               relevant Available Facility;

          (ii) (in the case of a Tranche B Loan) if the currency selected is the
               relevant  Base  Currency,  a  minimum  of  EUR5,000,000  (and  an
               integral  multiple  of  EUR5,000,000)  or an amount  equal to the
               relevant Available Facility; or

          (iii)if the  currency  selected is an Optional  Currency,  the minimum
               amount (or an integral  multiple,  if required)  specified by the
               Agent  pursuant to paragraph  (b) (ii) of Clause 4.3  (Conditions
               relating  to  Optional  Currencies)  or the  equivalent  in  such
               Optional  Currency of the Base  Currency  Amount of the  relevant
               Available Facility.
5.4      Lenders' participation

     (a)  If the conditions set out in this Agreement have been met, each Lender
          shall make its participation in each Revolving Facility Loan available
          through its Facility Office.

     (b)  The amount of each Lender's  participation in each Revolving  Facility
          Loan will be equal to the proportion borne by its applicable Available
          Commitment to the applicable  Available Facility  immediately prior to
          making the Loan.

     (c)  The Agent shall  notify each  Lender of the amount,  currency  and the
          Base Currency Amount of each Revolving  Facility Loan at the Specified
          Time.

6.       OPTIONAL CURRENCIES

6.1      Selection of currency

     A Borrower  shall  select the  currency of a Revolving  Facility  Loan in a
     Utilisation Request.

6.2      Unavailability of a currency

     If before the Specified Time on any Quotation Day:

     (a)  the Agent has received notice from a Lender that the Optional Currency
          requested is not readily available to it in the amount required; or

     (b)  a Lender  notifies the Agent that  compliance  with its  obligation to
          participate  in a Revolving  Facility  Loan in the  proposed  Optional
          Currency would contravene a law or regulation applicable to it,

     the Agent will give notice to the  relevant  Borrower to that effect by the
     Specified  Time on that day.  In this event,  any Lender that gives  notice
     pursuant  to  this  Clause  6.2  will be  required  to  participate  in the
     Revolving  Facility  Loan in the relevant Base Currency (in an amount equal
     to that Lender's proportion of the Base Currency Amount, or in respect of a
     Rollover  Loan,  an amount equal to that  Lender's  proportion  of the Base
     Currency  Amount of the  maturing  Loan that is due to be  repaid)  and its
     participation  will  be  treated  as a  separate  Revolving  Facility  Loan
     denominated in the relevant Base Currency during that Interest Period.

6.3      Participation in a Loan

     Each Lender's participation in a Revolving Facility Loan will be determined
     in accordance with paragraph (b) of Clause 5.4 (Lenders' participation).

7.       UTILISATION - SWINGLINE LOANS

7.1      General

     7.1.1 The following Clauses do not apply to a Swingline Facility Loan:
(a)  Clause 4.2 (Further  conditions  precedent)  and 4.3  (Conditions
               relating to optional currencies);

          (b)  Clause 5 (Utilisation - Revolving Facilities);

          (c)  Clause 6 (Optional currencies);

          (d)  Clause 12 (Interest) as it applies to the calculation of interest
               on a Loan but not default interest on an overdue amount;

          (e)  Clause 13.1 (Selection of Interest Periods); and

          (f)  (in  relation to a Dollar  Swingline  Loan) Clause 14 (Changes to
               the calculation of interest),

7.2      Delivery of a Utilisation Request for Swingline Loans

     (a)  A Borrower  may  utilise a  Swingline  Facility  by delivery to the US
          Swingline Agent or the Euro Swingline Agent, as appropriate, of a duly
          completed  Utilisation  Request  in the form of Part B of  Schedule  3
          (Utilisation Request) not later than the Specified Time.

     (b)  Each Utilisation Request for a Swingline Facility Loan must be sent to
          the US Swingline Agent or the Euro Swingline Agent, as appropriate, to
          the address  (i) in respect of a Dollar  Swingline  Loan,  in New York
          City or (ii) in respect of a Euro Swingline  Loan, in London  notified
          by the US Swingline Agent or the Euro Swingline Agent (as the case may
          be) for this purpose with a copy to its address  referred to in Clause
          33 (Notices).

7.3      Completion of a Utilisation Request for Swingline Loans

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

          (i)  it identifies the Borrower;

          (ii) it  specifies  that it is for a Dollar  Swingline  Loan or a Euro
               Swingline Loan;

          (iii)in respect of a Dollar  Swingline Loan, the proposed  Utilisation
               Date  is a New  York  Business  Day,  and  in  respect  of a Euro
               Swingline  Loan,  a  Business  Day  in  either  case  within  the
               Availability Period;

          (iv) in the case of a Dollar  Swingline  Loan, it is denominated in US
               dollars  and  in  the  case  of a  Euro  Swingline  Loan,  it  is
               denominated in euro, sterling or US dollars;

          (v)  the amount of the proposed  Swingline  Loan is an amount which is
               not more than the  Available  Dollar  Swingline  Facility  or the
               Available  Euro  Swingline  Facility,  as  appropriate,  and is a
               minimum  of   US$5,000,000   for  a  Dollar   Swingline  Loan  or
               EUR5,000,000  (or  equivalent  in  another  currency)  for a Euro
               Swingline  Loan  or,  if less,  the  Available  Dollar  Swingline
               Facility  or  the   Available   Euro   Swingline   Facility,   as
               appropriate; and
(vi) the proposed Interest Period:

               (1)  does not overrun the relevant Availability Period;

               (2)  in the case of a Dollar  Swingline  Loan is a period  of not
                    more than five New York Business Days; and

               (3)  in the case of a Euro Swingline Loan is a period of not more
                    than five Business Days.

     (b)  Only one Swingline Loan may be requested in each Utilisation Request.

     (c)  A currency  will  constitute  an Optional  Currency in relation to the
          Euro Swingline Facility if it is US dollars or sterling.

7.4      Swingline Lenders' participation

     (a)  If the  conditions  set out in this  Agreement  have  been  met,  each
          Swingline Lender shall make its participation in each Dollar Swingline
          Loan  available  through its Facility  Office in New York City or such
          other  place as is in the same  time  zone as New York  City and shall
          make its  participation in each Euro Swingline Loan available  through
          its Facility Office in the relevant interbank market.

     (b)  The  Swingline  Lenders will only be obliged to comply with  paragraph
          (a)  above  if on the  date  of  the  Utilisation  Request  and on the
          proposed Utilisation Date:

          (i)  no  Default  is  continuing  or would  result  from the  proposed
               Utilisation; and

          (ii) the  representations  and  warranties   contained  in  Clause  22
               (Representations and Warranties), other than those set out in the
               last sentence of Clause 22.5  (Financial  Statements),  paragraph
               (a) of Clause 22.6 (No  proceedings  pending or  threatened)  and
               paragraphs  (a),  (b)  and (c) of  Clause  22.10  (No  misleading
               information), are true and correct.

     (c)  The amount of each  Swingline  Lender's  participation  in each Dollar
          Swingline Loan will be equal to the proportion  borne by its Available
          Dollar Swingline Commitment to the Available Dollar Swingline Facility
          immediately prior to making a Dollar Swingline Loan,  adjusted to take
          account of any limit applying under Clause 7.5 (Relationship  with the
          Revolving Facility).

     (d)  The  amount  of each  Swingline  Lender's  participation  in each Euro
          Swingline Loan will be equal to the proportion  borne by its Available
          Euro Swingline  Commitment to the Available  Euro  Swingline  Facility
          immediately  prior to making a Euro Swingline  Loan,  adjusted to take
          account of any limit applying under Clause 7.5 (Relationship  with the
          Revolving Facility).
(e)  The US  Swingline  Agent  shall  notify each  Swingline  Lender of the
          amount of each  Dollar  Swingline  Loan and the Euro  Swingline  Agent
          shall  notify  each  Swingline  Lender  of the  amount  of  each  Euro
          Swingline  Loan and its  participation  in that  Swingline Loan by the
          Specified Time.

7.5      Relationship with the Revolving Facility

     (a)  This Clause 7.5 applies when a Swingline  Loan is outstanding or is to
          be borrowed.

     (b)  The  Tranche  A  Revolving  Facility  may be  used  by  way of  Dollar
          Swingline Loans.  The Dollar Swingline  Facility is not independent of
          the Tranche A Revolving Facility.

     (c)  The Tranche B Revolving  Facility may be used by way of Euro Swingline
          Loans. The Euro Swingline Facility is not independent of the Tranche B
          Revolving Facility.

     (d)  Notwithstanding  any  other  term of this  Agreement  a Lender is only
          obliged to participate in:

          (i)  a Tranche A Loan or a Dollar Swingline Loan to the extent that it
               would not result in its  participation and that of a Lender which
               is its  Affiliate  in the Tranche A Loans  exceeding  its Overall
               Tranche A Commitment; and

          (ii) a Tranche B Loan or a Euro  Swingline  Loan to the extent that it
               would not result in its  participation and that of a Lender which
               is its  Affiliate  in the Tranche B Loans  exceeding  its Overall
               Tranche B Commitment.

     (e)  Where, but for the operation of paragraph (d) above, the relevant Base
          Currency Amount of a Lender's participation and that of a Lender which
          is its Affiliate in the Loans would have exceeded its Overall  Tranche
          A  Commitment  or Overall  Tranche B  Commitment,  the excess  will be
          apportioned among the other Lenders participating in the relevant Loan
          pro rata according to their relevant  Tranche A Commitments or Tranche
          B Commitments.  This calculation will be applied as often as necessary
          until the Loan is apportioned  among the relevant  Lenders in a manner
          consistent with paragraph (d) above.

8.       SWINGLINE LOANS

8.1      Repayment

     (a)  Each  Borrower  that has  drawn a  Swingline  Loan  shall  repay  that
          Swingline Loan on the last day of its Interest Period.

     (b)  If a Swingline  Loan is not repaid in full on its due date,  the Agent
          shall (if requested to do so in writing by any affected  Lender) set a
          date (the "Loss Sharing Date") on which payments shall be made between
          the Lenders to re-distribute the unpaid amount between them. The Agent
          shall give at least 3 Business Days notice to each affected  Lender of
          the Loss  Sharing  Date and  notify  it of the  amounts  to be paid or
          received by it.
(c)  On the  Loss  Sharing  Date  each  Lender  must pay to the  Agent  its
          Proportion of the Unpaid Amount minus its (or its Affiliate's)  Unpaid
          Swingline  Participation  (if any). If this produces a negative figure
          for a Lender no amount need be paid by that Lender.

     (d)  For the purposes of this Clause 8.1 (Repayment):

     "Proportion" of a Lender means

          (i)  in respect of an Unpaid Amount under a Dollar  Swingline Loan the
               proportion borne by:

               (A)  its  Tranche  A  Commitment  (or,  if the  Total  Tranche  A
                    Commitments   are  then  zero,   its  Tranche  A  Commitment
                    immediately  prior to their  reduction  to zero)  minus  the
                    amount of its  participation  (or that of a Lender  which is
                    its  Affiliate)  in any  outstanding  Tranche  A Loans  when
                    converted  into the  relevant  Base  Currency at the Agent's
                    Spot Rate of Exchange (but ignoring its (or its Affiliate's)
                    participation in the unpaid Dollar Swingline Loan): to

               (B)  the Total Tranche A Commitments  (or, if the Total Tranche A
                    Commitments  are then zero,  the Total Tranche A Commitments
                    immediately  prior to their  reduction  to zero)  minus  any
                    outstanding  Tranche A Loans (but ignoring the unpaid Dollar
                    Swingline Loan); and

          (ii) in respect of an Unpaid  Amount under a Euro  Swingline  Loan the
               proportion borne by:

               (A)  its  Tranche  B  Commitment  (or,  if the  Total  Tranche  B
                    Commitments   are  then  zero,   its  Tranche  B  Commitment
                    immediately  prior to their  reduction  to zero)  minus  the
                    amount of its  participation  in any  outstanding  Tranche B
                    Loans when  converted into the relevant Base Currency at the
                    Agent's   Spot   Rate  of   Exchange   (but   ignoring   its
                    participation in the unpaid Euro Swingline Loan): to

               (B)  the Total Tranche B Commitments  (or, if the Total Tranche B
                    Commitments  are then zero,  the Total Tranche B Commitments
                    immediately  prior to their  reduction  to zero)  minus  any
                    outstanding  Tranche B Loans (but  ignoring  the unpaid Euro
                    Swingline Loan).

     "Unpaid  Amount" means,  in relation to a Swingline Loan, any principal not
     repaid  and/or  any  interest  accrued  but unpaid on that  Swingline  Loan
     calculated from the Utilisation Date to the Loss Sharing Date.

     "Unpaid Swingline  Participation" of a Lender means that part of the Unpaid
     Amount  (if  any)  owed  to that  Lender  (or its  Affiliate)  (before  any
     re-distribution under this Clause 8.1 (Repayment)).

     "Shortfall"  of a  Swingline  Lender  is an  amount  equal  to  its  Unpaid
     Swingline  Participation  minus its (or its Affiliate's)  Proportion of the
     Unpaid Amount.
(e)  Out of the funds  received by the Agent pursuant to sub-clause (c) the
          Agent  shall  pay to each  Swingline  Lender  an  amount  equal to the
          Shortfall (if any) of that Swingline Lender.

     (f)  If the  amount  actually  received  by the Agent  from the  Lenders is
          insufficient  to pay the full amount of the Shortfall of all Swingline
          Lenders then the amount actually received will be distributed  amongst
          the  Swingline  Lenders pro rata to the  Shortfall  of each  Swingline
          Lender.

     (g)

          (i)  On a payment under this Clause 8.1 (Repayment), the paying Lender
               will be subrogated  to the rights of the Swingline  Lenders which
               have shared in the payment received.

          (ii) If and to the  extent a paying  Lender is not able to rely on its
               rights under sub-paragraph (i) above, the relevant Borrower shall
               be liable to the paying Lender for a debt equal to the amount the
               paying Lender has paid under this Clause 8.1 (Repayment).

          (iii)Any  payment  under this Clause 8.1  (Repayment)  does not reduce
               the obligations in aggregate of any Obligor.

8.2      Voluntary Prepayment of Swingline Loans

     (a)  The Borrower to which a Swingline Loan has been made may prepay at any
          time the whole of that Swingline Loan.

     (b)  Unless a contrary  indication  appears in this Agreement,  any part of
          the  Swingline   Facility  which  is  prepaid  may  be  reborrowed  in
          accordance with the terms of this Agreement.

8.3      Interest

     (a)  The rate of interest on each Dollar  Swingline Loan for any day during
          its Interest Period is the higher of:

          (i)  the prime commercial  lending rate in US dollars announced by the
               US  Swingline  Agent at the  Specified  Time and in force on that
               day; and

          (ii) 0.50 per cent.  per annum over the rate per annum  determined  by
               the US Swingline Agent to be the Federal Funds Rate (as published
               by the Federal Reserve Bank of New York) for that day.

     (b)  The rate of  interest on each Euro  Swingline  Loan for any day during
          its Interest Period is the Euro Swingline Rate.

     (c)  The Agent shall promptly notify the Swingline Lenders and the relevant
          Borrower of the  determination of the rate of interest under paragraph
          (a) or (b) above.
(d)               Each Borrower shall pay accrued interest on each Swingline
                  Loan made to it on the last day of its Interest Period.

8.4      Interest Period

     (a)  Each Swingline Loan has one Interest Period only.

     (b)  The  Interest  Period for a  Swingline  Loan must be  selected  in the
          relevant Utilisation Request.

8.5      Swingline Agents

     (a)  The Euro  Swingline  Agent  and the  Dollar  Swingline  Agent may each
          perform their duties in respect of the Euro Swingline Facility and the
          Dollar Swingline Facility,  respectively,  through an Affiliate acting
          as their agent.

     (b)  Notwithstanding  any other term of this Agreement and without limiting
          the liability of any Obligor under the Finance Documents:

          (i)  each  Swingline  Lender shall (in  proportion to its share of the
               Total  Dollar  Swingline  Commitments  or,  if the  Total  Dollar
               Swingline  Commitments  are then zero,  to its share of the Total
               Dollar Swingline Commitments immediately prior to their reduction
               to zero) pay to or indemnify the US Swingline Agent, within three
               New York Business Days of demand,  for or against any cost,  loss
               or liability  incurred by the US  Swingline  Agent (other than by
               reason of the US Swingline  Agent's  gross  negligence  or wilful
               misconduct)  in  acting  as US  Swingline  Agent  for the  Dollar
               Swingline  Facility  under the Finance  Documents  (unless the US
               Swingline Agent has been  reimbursed by an Obligor  pursuant to a
               Finance Document); and

          (ii) each  Swingline  Lender shall (in  proportion to its share of the
               Total Euro Swingline  Commitments or, if the Total Euro Swingline
               Commitments  are  then  zero,  to its  share  of the  Total  Euro
               Swingline  Commitments  immediately  prior to their  reduction to
               zero) pay to or indemnify the Euro Swingline Agent,  within three
               Business  Days  of  demand,  for or  against  any  cost,  loss or
               liability  incurred by the Euro  Swingline  Agent  (other than by
               reason of the Euro Swingline  Agent's gross  negligence or wilful
               misconduct)  in  acting  as Euro  Swingline  Agent  for the  Euro
               Swingline  Facility under the Finance  Documents (unless the Euro
               Swingline Agent has been  reimbursed by an Obligor  pursuant to a
               Finance Document).

8.6     Conditions of assignment or transfer

     Notwithstanding  any other term of this  Agreement,  each Swingline  Lender
     shall ensure that at all times its Overall Tranche A Commitment is not less
     than  its  Dollar  Swingline  Commitment  (or if it does  not have a Dollar
     Swingline Commitment,  the Dollar Swingline Commitment of a Lender which is
     its  Affiliate)  and its Overall  Tranche B Commitment is not less than its
     Euro  Swingline  Commitment  (or if it  does  not  have  a  Euro  Swingline
     Commitment,  the  Euro  Swingline  Commitment  of a  Lender  which  is  its
     Affiliate).
SECTION 4.

                     REPAYMENT, PREPAYMENT AND CANCELLATION

9.       REPAYMENT

9.1      Repayment of Loans

     Each Borrower  which has drawn a Loan shall repay that Loan on the last day
     of its Interest Period.

10.      PREPAYMENT AND CANCELLATION

10.1     Illegality

     If, at any time, it is or will become  unlawful in any  jurisdiction  for a
     Lender to perform any of its  obligations as contemplated by this Agreement
     or to fund its participation in any Loan:

     (a)  that Lender shall  promptly  notify the Agent upon  becoming  aware of
          that event;

     (b)  upon the Agent  notifying the Company,  the  Commitment of that Lender
          will be immediately cancelled; and

     (c)  each  Borrower  shall repay that Lender's  participation  in the Loans
          made to that Borrower on the last day of the Interest  Period for each
          Loan  occurring  after the  Agent  has  notified  the  Company  or, if
          earlier,  the date specified by the Lender in the notice  delivered to
          the Agent.

10.2     Change of Control

     (a)  Subject to paragraph  (b) below,  upon the  occurrence  of a Change of
          Control and at the request of the  Majority  Lenders,  the  Facilities
          will be cancelled  and all  outstanding  Loans,  together with accrued
          interest,  and all other amounts accrued under the Finance  Documents,
          shall become immediately due and payable.

     (b)  For the purposes of paragraph (a), above, a Change of Control shall be
          deemed not to have  occurred  for the  purposes of this  Agreement  if
          paragraph (a) or (b) in the definition of "Change of Control"  applies
          and the person or persons  referred to in such paragraph has or have a
          Public Debt Rating with a stable  outlook  which is equal to or better
          than that of the Parent  immediately  before what would,  but for this
          paragraph (b), have been a Change of Control.

     For the purposes of this Clause 10.2 (Change of Control):

     "Change of Control" means:

     (a)  any person or two or more  persons  acting in concert  (other than any
          Founder)  acquiring  beneficial  ownership (within the meaning of Rule
          13d-3 of the United States  Securities and Exchange  Commission  under
          the  United  States  Securities  Exchange  Act of 1934),  directly  or
          indirectly,  of  Voting  Stock  of the  Parent  (or  other  securities
convertible  into such Voting Stock)  representing  20% or more of the
          combined voting power of all Voting Stock of the Parent; or

     (b)  any person or two or more  persons  acting in concert  (other than any
          Founder)  acquiring  by contract  or  otherwise,  or  entering  into a
          contract or arrangement that, upon consummation, will result in its or
          their acquisition of the power to exercise,  directly or indirectly, a
          controlling influence over the management or policies of the Parent.

10.3     Acquisition for Merger

     (a)  Subject to paragraph (b) below,  upon the acquisition by an Obligor of
          a person which is not an Obligor,  where such  acquisition  is made in
          contemplation  of a merger  between such Obligor and such other person
          whether  or not  the  surviving  entity  is such  Obligor,  and at the
          request of the Majority Lenders,  the Facilities will be cancelled and
          all outstanding Loans,  together with accrued interest,  and all other
          amounts accrued under the Finance Documents,  shall become immediately
          due and payable.

     (b)  Paragraph  (a) above  shall only apply if, as a direct  result of such
          acquisition, the Public Debt Rating of the Parent quoted by Moody's or
          S&P  (including  any change in terms of its outlook) is worse than its
          Public Debt Rating immediately prior to such acquisition.

10.4     Voluntary cancellation

     (a)  The Company may, if it gives the Agent not less than 5 Business  Days'
          prior notice,  cancel the whole or any part (being a minimum amount of
          US$10,000,000  and an  integral  multiple  of  US$5,000,000  (or their
          equivalent  in  another  currency  or  currencies))  of the  Tranche A
          Available Facility.

     (b)  The Company may, if it gives the Agent not less than 5 Business  Days'
          prior notice,  cancel the whole or any part (being a minimum amount of
          EUR10,000,000  and an  integral  multiple  of  EUR5,000,000  (or their
          equivalent  in  another  currency  or  currencies))  of the  Tranche B
          Available Facility.

     (c)  Any  cancellation  under this Clause 10.4 shall reduce the Commitments
          of the Lenders rateably under the Facility.

10.5     Voluntary Prepayment

     (a)  A Borrower  may, if it gives the Agent not less than 5 Business  Days'
          prior notice, prepay the whole or any part of a Tranche A Loan (but if
          in part,  being an amount that reduces the Base Currency Amount of the
          Loan by a minimum amount of US$10,000,000  and an integral multiple of
          US$5,000,000 (or their equivalent in another currency or currencies)).

     (b)  A Borrower  may, if it gives the Agent not less than 5 Business  Days'
          prior notice, prepay the whole or any part of a Tranche B Loan (but if
in part,  being an amount that reduces the Base Currency Amount of the
          Loan by a minimum amount of EUR10,000,000  and an integral multiple of
          EUR5,000,000 (or their equivalent in another currency or currencies)).

10.6     Right of repayment and cancellation in relation to a single Lender

     (a)  If:

          (i)  any sum  payable to any Lender by an  Obligor is  required  to be
               increased under paragraph (c) of Clause 16.2 (Tax gross-up); or

          (ii) any Lender  claims  indemnification  from an Obligor under Clause
               16.3 (Tax indemnity) or Clause 17.1 (Increased costs),

          the  Company  may,  whilst  the   circumstance   giving  rise  to  the
          requirement  or  indemnification  continues,  give the Agent notice of
          cancellation  of the  Commitment  of that Lender and its  intention to
          procure the repayment of that Lender's participation in the Loans.

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

     (c)  On the last day of each  Interest  Period which ends after the Company
          has given notice under  paragraph (a) above (or, if earlier,  the date
          specified  by the Company in that  notice),  each  Borrower to which a
          Loan is outstanding  shall repay that Lender's  participation  in that
          Loan together with all  reasonable  costs,  fees and expenses owing to
          such Lender in accordance with the terms of this Agreement.

10.7     Restrictions

     (a)  Any notice of cancellation or prepayment given by any Party under this
          Clause  10 shall be  irrevocable  and,  unless a  contrary  indication
          appears in this Agreement,  shall specify the date or dates upon which
          the relevant  cancellation  or prepayment is to be made and the amount
          of that cancellation or prepayment.

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

     (c)  Unless a contrary  indication  appears in this Agreement,  any part of
          the Facility which is prepaid may be reborrowed in accordance with the
          terms of this Agreement.

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

     (e)  No amount of the Total Commitments  cancelled under this Agreement may
          be subsequently reinstated.
(f)  If the Agent  receives a notice under this Clause 10 it shall promptly
          forward a copy of that  notice to either the  Company or the  affected
          Lender, as appropriate.

11.      EXTENSION OF FACILITY

11.1     First Extension Request
     The Company  shall be entitled to request an extension  of the  Termination
     Date (the "Original  Termination  Date"),  for an additional  period of 365
     days (the day to which the Facility is first so extended  being referred to
     in this  Clause 11 as the "First  Extended  Termination  Date"),  by giving
     notice to the Agent (the "First  Extension  Request")  not more than 60 nor
     less than 45 days  before the first  anniversary  of the date  hereof  (the
     "First Anniversary Date").

11.2     Second Extension Request
     The Company shall be entitled to submit a further  request for an extension
     of the Facility, either:

     (a)  if one or more  Lenders  have agreed to an  extension  of the Original
          Termination  Date  pursuant  to a  First  Extension  Request,  for  an
          additional period of 365 days; or

     (b)  if no Lenders have agreed to an extension of the Original  Termination
          Date at the end of First  Anniversary  Date or if the  Company has not
          requested an extension of the Original  Termination Date at the end of
          the First Anniversary Date, for an additional period of 730 days,

     by giving notice to the Agent (the "Second Extension  Request" and together
     with a First Extension  Request,  an "Extension  Request") not more than 60
     nor less than 45 days before the second anniversary of the date hereof (the
     "Second Anniversary Date").

11.3     Notification of Extension Request
     The Agent shall forward a copy of any  Extension  Request to the Lenders as
     soon as practicable after receipt of it.

11.4     Lenders' Response to Extension Request
     If a Lender, in its individual and sole discretion,  agrees to an extension
     requested by the  Company,  it shall give notice to the Agent (a "Notice of
     Extension")  no later than 20 days prior to the First  Anniversary  Date or
     the Second  Anniversary Date, as the case may be. If a Lender does not give
     such Notice of Extension by such date,  then that Lender shall be deemed to
     have refused that  extension  provided  that a Lender may agree to a Second
     Extension  Request  notwithstanding  that it  shall  have  refused  a First
     Extension  Request (in which case it shall be deemed to have agreed to such
     First Extension Request).

11.5     Extension Date
        If:

11.5.1 one or more  Lenders  agree to a First  Extension  Request,  the Original
     Termination Date shall be extended for such Lenders to the day which is 365
     days from (and including) the Original Termination Date;
11.5.2 one or more Lenders have agreed to a First  Extension  Request and one or
     more  Lenders  agree to a Second  Extension  Request,  the  First  Extended
     Termination Date shall be extended for such Lenders to the day which is 365
     days from (and including) the First Extended Termination Date; and

11.5.3 no Lenders agreed to an extension of the Original Termination Date at the
     end of First  Anniversary  Date and one or more  Lenders  agree to a Second
     Extension Request, the Original Termination Date shall be extended for such
     Lenders  to the day  which is 730 days from (and  including)  the  Original
     Termination Date.

11.6     Cancellation and Repayment
     On the Original Termination Date and on the First Extended Termination Date
     the Commitments and the share of any outstanding Loans of the Lenders which
     have not agreed to the  extension on such date shall be reduced to zero and
     all amounts owing to them will be repaid at the relevant  Termination  Date
     (and those  Lenders  shall  cease  from that date to be Lenders  under this
     Agreement) and the amount of the Facility shall be reduced accordingly.

11.7     Lender's Discretion
     Nothing shall oblige a Lender to agree to an Extension Request.

11.8     Notification of Extension
     The  Agent  shall  promptly  inform  the  Company  and the  Lenders  of any
     extension  of  the  Original   Termination   Date  or  the  First  Extended
     Termination Date.
SECTION 5.

                             COSTS OF UTILISATION

12.      INTEREST

12.1     Calculation of interest

     The rate of interest on each Revolving Facility Loan from day to day during
     each Interest  Period  relating  thereto is the  percentage  rate per annum
     which is the aggregate of:

     (a)  the Applicable Margin at such time;

     (b)  LIBOR or, in relation to any Revolving Facility Loan in euro, EURIBOR;
          and

     (c)  Mandatory Cost, if any.

12.2     Notification of change in Public Debt Rating

     The Parent shall,  promptly upon any public announcement of a change in any
     Public Debt Rating being made, notify the Agent of such change.

12.3     Payment of interest

     On the last day of each  Interest  Period the  Borrower to which a Loan has
     been made shall pay accrued  interest  on that Loan to which that  Interest
     Period relates (and, if the Interest  Period is longer than six Months,  on
     the  dates  falling  at six  Monthly  intervals  after the first day of the
     Interest Period).

12.4     Default interest

     (a)  If an Obligor  fails to pay any  amount  payable by it under a Finance
          Document on its due date,  interest shall accrue on the overdue amount
          from the due date up to the date of actual  payment  (both  before and
          after  judgment)  at a rate one per cent.  higher  than the rate which
          would have been payable if the overdue  amount had,  during the period
          of  non-payment,  constituted  a Loan in the  currency  of the overdue
          amount for successive Interest Periods, each of a duration selected by
          the Agent (acting reasonably). Any interest accruing under this Clause
          12.4  shall be  immediately  payable  by the  Obligor on demand by the
          Agent.

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

12.5     Notification of rates of interest

     The Agent shall promptly notify the Lenders and the relevant  Borrower (and
     the  Company)  of  the  determination  of a rate  of  interest  under  this
     Agreement.
13.      INTEREST PERIODS

13.1     Selection of Interest Periods

     (a)  A Borrower may select an Interest Period for a Loan in the Utilisation
          Request for that Loan.

     (b)  Subject to this Clause 13, the Borrower may select an Interest  Period
          of one, two,  three or six Months or any other period  agreed  between
          the relevant Borrower and the Agent (acting on the instructions of all
          the Lenders).

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

     (d)  Each Interest Period for a Loan shall start on the Utilisation Date.

     (e)  A Loan has one Interest Period only.

13.2     Non-Business Days

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

14.      CHANGES TO THE CALCULATION OF INTEREST

14.1     Absence of quotations

     Subject to Clause 14.2  (Market  disruption),  if LIBOR or, if  applicable,
     EURIBOR is to be  determined  by  reference  to the  Reference  Banks but a
     Reference  Bank does not supply a quotation by 12:00 noon on the  Quotation
     Day, the  applicable  LIBOR or EURIBOR  shall be determined on the basis of
     the quotations of the remaining Reference Banks.

14.2     Market disruption

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

          (i)  the Applicable Margin;

          (ii) the  rate  notified  to the  Agent  by  that  Lender  as  soon as
               practicable and in any event before interest is due to be paid in
               respect of that Interest Period,  to be that which expresses as a
               percentage  rate per annum the cost to that Lender of funding its
               participation in that Loan from whatever source it may reasonably
               select; and

          (iii)the  Mandatory   Cost,  if  any,   applicable  to  that  Lender's
               participation in the Loan.

     (b)  In this Agreement "Market Disruption Event" means:
(i)  at or about noon on the Quotation  Day for the relevant  Interest
               Period the Screen Rate is not  available  and none or only one of
               the  Reference  Banks  supplies a rate to the Agent to  determine
               LIBOR or, if  applicable,  EURIBOR for the relevant  currency and
               Interest Period; or

          (ii) before  close of business on the  Quotation  Day for the relevant
               Interest Period,  the Agent receives  notifications from a Lender
               or Lenders (whose participations in a Loan exceed 35 per cent. of
               that Loan) that the cost to it of obtaining  matching deposits in
               the Relevant  Interbank Market would be in excess of LIBOR or, if
               applicable, EURIBOR.

14.3     Alternative basis of interest or funding

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

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

14.4     Break Costs

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

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

15.      FEES

15.1     Commitment fee

     (a)  The Parent (in its  capacity as a Tranche A Borrower)  and the Company
          (in its capacity as a Tranche B Borrower)  shall pay to the Agent (for
          the account of each Lender) a fee in the Base  Currency  computed at a
          percentage  rate per annum equal to thirty per cent of the  Applicable
          Margin  applicable  at the relevant  time on that  Lender's  Available
          Commitment  under the Tranche A Revolving  Facility  and the Tranche B
          Revolving Facility for the Availability Period.

     (b)  The  accrued  commitment  fee is  payable  on  the  last  day of  each
          successive  period of three Months which ends during the  Availability
          Period,  on the  Termination  Date and on any cancelled  amount of the
          relevant   Lender's   Commitment  at  the  time  the  cancellation  is
          effective.

15.2     Arrangement fee
The Parent or the  Company  shall pay to the  Mandated  Lead  Arrangers  an
     arrangement fee in the amount and at the times agreed in a Fee Letter.

15.3     Agency fee

     The Parent or the Company  shall pay to the Agent (for its own  account) an
     agency fee in the amount and at the times agreed in a Fee Letter.

15.4     Utilisation fee

     (a)  The Parent (in its  capacity as a Tranche A  Borrower)  or the Company
          (in its capacity as a Tranche B Borrower)  shall pay to the Agent (for
          the account of each Lender) for each date on which the  aggregate  of:
          (a) the Base Currency Amounts of all Tranche B Loans at such time; and
          (b) the Euro  Amounts of all Tranche A Loans at such time  exceeds 50%
          of the aggregate of: (i) the Total Tranche B Commitments; and (ii) the
          Euro Amount of the Total Tranche A  Commitments  on that date a fee on
          the  aggregate  amount  by which  the  outstanding  Loans on that date
          exceed 50% of the Total  Commitments  on that date at a rate per annum
          equal to 0.025%,  payable on the last day of each successive period of
          three  Months  which ends  during the  Availability  Period and on the
          Termination Date (each of such dates being a "Payment Date").

     (b)  For the purposes of paragraph (a) above,  the Euro Amount of a Tranche
          A Loan or the Total  Tranche A  Commitments  means the  amount of such
          Tranche A Loan or Total Tranche A Commitments  converted  into euro at
          the Agent's Spot Rate of Exchange on the relevant Payment Date.

15.5     Participation fee

     The Parent (in its capacity as a Tranche A Borrower) or the Company (in its
     capacity as a Tranche B  Borrower)  shall pay to the Agent (for the account
     of each Original Lender) a participation fee in the amount and at the times
     agreed in a Fee Letter.
SECTION 6.

                         ADDITIONAL PAYMENT OBLIGATIONS

16.      TAX GROSS UP AND INDEMNITIES

16.1     Definitions

(a) In this Clause 16:

     "Protected  Party"  means a Finance  Party  which is or will be,  for or on
     account of Tax, subject to any liability or required to make any payment in
     relation  to a sum  received  or  receivable  (or  any sum  deemed  for the
     purposes of Tax to be received or receivable) under a Finance Document.

     "Qualifying Jurisdiction" means the Netherlands, Ireland, the United States
     of America, Luxembourg, Spain and England.

     "Qualifying  Lender"  means,  in  respect  of  any  Obligor   incorporated,
     established resident or otherwise deemed to be resident for tax purposes in
     a Qualifying  Jurisdiction,  a Lender that is permitted (in accordance with
     the applicable tax legislation in the Obligor's tax jurisdiction and/or any
     applicable  double  taxation  convention  providing for the exemption  from
     taxation on interest) to receive all payments  made under or in  connection
     with the Finance  Documents  without  withholding  or  deduction  for or on
     account of Tax.

     "Tax Credit" means a credit against,  relief or remission for, or repayment
     of, any Tax.

     "Tax  Deduction"  means a deduction or withholding for or on account of Tax
     from a payment under a Finance Document.

     "Tax  Payment"  means an increased  payment made by an Obligor to a Finance
     Party under Clause 16.2 (Tax  gross-up) or a payment under Clause 16.3 (Tax
     indemnity).

     (b)  In this Clause 16 a reference to "determines" or "determined"  means a
          determination made in the absolute discretion of the person making the
          determination.

16.2     Tax gross-up

     (a)  Each Obligor  shall make all payments to be made by it without any Tax
          Deduction, unless a Tax Deduction is required by law.

     (b)  The Company or a Lender shall  promptly  upon  becoming  aware that an
          Obligor must make a Tax  Deduction (or that there is any change in the
          rate or the basis of a Tax Deduction) notify the Agent accordingly. If
          the Agent  receives  such  notification  from a Lender it shall notify
          each Obligor.

     (c)  If a Tax  Deduction  is  required  by law to be made by an  Obligor in
          relation  to any  payment  to be made to a  Finance  Party  under  any
          Finance Document the amount of the payment due from that Obligor shall
          be  increased  to an amount  which  (after  making any Tax  Deduction)
leavesan  amount equal to the payment  which would have been due if no
          Tax Deduction had been required.

     (d)  An Obligor is not required to make payment to a Lender under paragraph
          (c)  above if the  Obligor  making  the  payment  would  not have been
          required to make the Tax Deduction if the Lender had complied with its
          obligations under Clause 23.3.2 (US Tax forms).

     (e)  Except  as  provided  below,  an  Obligor  incorporated,  established,
          resident  or  otherwise  deemed to be resident  for tax  purposes in a
          Qualifying  Jurisdiction is not required to make an increased  payment
          under paragraph (c) above for a Tax Deduction to a Lender that is not,
          or has ceased to be, a Qualifying Lender in respect of that Obligor in
          excess of the amount  that the  Obligor  would have had to pay had the
          Lender been,  or not ceased to be, a  Qualifying  Lender in respect of
          that Obligor.

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

     (g)  An Obligor is not  required to make an  increased  payment to a Lender
          under  paragraph  (c)  above for a Tax  Deduction  in  respect  of tax
          imposed if that  Lender is  relying  (or  intending  to rely) upon the
          provisions of a relevant double taxation  convention or any applicable
          tax legislation in the Obligor's tax  jurisdiction in order to receive
          payments under the Finance  Documents  without a withholding for or on
          account  of Taxes  and has not  complied  with its  obligations  under
          paragraph (j) below.

     (h)  If an Obligor is required to make a Tax Deduction,  such Obligor shall
          make that Tax  Deduction and any payment  required in connection  with
          that Tax Deduction  within the time allowed and in the minimum  amount
          required by law.

     (i)  Within  thirty days of making  either a Tax  Deduction  or any payment
          required in connection  with that Tax  Deduction,  the Obligor  making
          that Tax  Deduction  shall  deliver to the Agent for the Finance Party
          entitled  to the  payment  evidence  reasonably  satisfactory  to that
          Finance Party that the Tax Deduction has been made or (as  applicable)
          any appropriate payment paid to the relevant taxing authority.

     (j)  A Lender must co-operate  with each Obligor by completing,  as soon as
          reasonably  practicable  after the date on which it becomes a Party to
          this Agreement,  any procedural formalities necessary for that Obligor
          to be  authorised  or to obtain  authorisation  to make  that  payment
          without  a Tax  Deduction  including,  without  limitation  and  where
          applicable:

          (i)  the delivery  (through  the Agent) by the relevant  Lender to the
               relevant Obligor of a certificate of tax residence duly issued by
               its competent tax authorities evidencing such tax residence in so
far as it is a  requirement  of  the  law  or  regulation  of the
               jurisdiction  in which that Obligor is resident for tax purposes;
               and/or

          (ii) the  filing  by  the  relevant  Lender  of  any  form,  claim  or
               certificate  required pursuant to the provisions of an applicable
               double  taxation  convention  providing  for the  exemption  from
               taxation on interest,

     and, in each case,  the  obligation to provide any  certificate  or form or
     lodge any claim shall include any subsequent or renewal certificates, forms
     or claims as may be required  pursuant to the provisions of domestic law in
     a Qualifying  Jurisdiction  or pursuant to the  provisions of an applicable
     double taxation convention.

16.3     Tax indemnity

          (a)  The Parent shall  (within  three  Business  Days of demand by the
               Agent)  pay to a  Protected  Party an  amount  equal to the loss,
               liability or cost which that Protected  Party  determines will be
               or has been (directly or  indirectly)  suffered for or on account
               of Tax by that Protected Party.

          (b)  Paragraph  (a)  above  shall not apply  with  respect  to any Tax
               assessed on a Finance Party:

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

               (ii) under  the law of the  jurisdiction  in which  that  Finance
                    Party's  Facility  Office is  located  in respect of amounts
                    received or receivable in that jurisdiction,

     if that Tax is  imposed on or  calculated  by  reference  to the net income
     received  or  receivable  (but  not  any  sum  deemed  to  be  received  or
     receivable) by that Finance Party.

     (c)  A Protected  Party  making,  or intending to make a claim  pursuant to
          paragraph (a) above shall promptly notify the Agent of the event which
          will give, or has given, rise to the claim,  following which the Agent
          shall notify the Company.

     (d)  A Protected  Party shall, on receiving a payment from an Obligor under
          this Clause 16.3, notify the Agent.

16.4     Tax Credit

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

     (a)  a Tax Credit is attributable to that Tax Payment; and

     (b)  that  Finance  Party has  obtained,  utilised  and  retained  that Tax
          Credit,
the Finance  Party shall pay an amount to the  Obligor  which that  Finance
     Party  determines  will leave it (after that payment) in the same after-Tax
     position  as it would have been in had the Tax Payment not been made by the
     Obligor.

16.5     Stamp taxes

     The Parent shall pay and,  within three Business Days of demand,  indemnify
     each Finance Party against any cost,  loss or liability  that Finance Party
     incurs in relation to all stamp duty,  registration and other similar Taxes
     payable in respect of any Finance  Document,  except where such duty or Tax
     arises as a result of a Finance Party  proceeding  with a registration of a
     Finance  Document (i) which is or was not compulsory  under  applicable law
     and (ii) which such Finance  Party has not been advised or  recommended  to
     carry out by legal counsel.

16.6     Value added tax

     (a)  All consideration payable under a Finance Document by any Obligor to a
          Finance  Party shall be deemed to be  exclusive  of any VAT. If VAT is
          chargeable by the Finance Party,  the Obligor making the payment shall
          pay to the  Finance  Party  (in  addition  to and at the same  time as
          paying  the  consideration)  an amount  equal to the amount of the VAT
          (and the  Finance  Party shall  promptly  provide an  appropriate  VAT
          invoice to such Party).

     (b)  Where a Finance  Document  requires an Obligor to  reimburse a Finance
          Party for any costs or expenses,  such Obligor  shall also at the same
          time pay and indemnify  that Finance Party against all VAT incurred by
          that  Finance  Party in respect of the costs or  expenses  save to the
          extent that that  Finance  Party is entitled to repayment or credit in
          respect of the VAT.

17.      INCREASED COSTS

17.1     Increased costs

     (a)  Subject to Clause 17.3  (Exceptions)  the Parent  shall,  within three
          Business  Days of a demand  by the  Agent,  pay for the  account  of a
          Finance  Party the  amount of any  Increased  Costs  incurred  by that
          Finance  Party  or  any of  its  Affiliates  as a  result  of (i)  the
          introduction  of or  any  change  in  (or  in  the  interpretation  or
          application  of) any law or regulation or (ii) compliance with any law
          or regulation made after the date of this Agreement.

     (b)  In this Agreement "Increased Costs" means:

          (i)  a  reduction  in the rate of  return  from the  Facility  or on a
               Finance Party's (or its Affiliate's) overall capital;

          (ii) an additional or increased cost; or

          (iii)a  reduction  of any amount  due and  payable  under any  Finance
               Document,
which is incurred or suffered by a Finance  Party or any of its  Affiliates
     to the extent that it is  attributable to that Finance Party having entered
     into its  Commitment or funding or  performing  its  obligations  under any
     Finance Document.

17.2     Increased cost claims

          (a)  A Finance Party intending to make a claim pursuant to Clause 17.1
               (Increased costs) shall notify the Agent of the event giving rise
               to the claim, following which the Agent shall promptly notify the
               Company.

          (b)  Each Finance Party shall,  as soon as practicable  after a demand
               by the Agent, provide a certificate  confirming the amount of its
               Increased Costs.

17.3     Exceptions

          (a)  Clause  17.1  (Increased  costs) does not apply to the extent any
               Increased Cost is:

               (i)  attributable  to a Tax Deduction  required by law to be made
                    by an Obligor;

               (ii) compensated  for by Clause  16.3 (Tax  indemnity)  (or would
                    have been  compensated for under Clause 16.3 (Tax indemnity)
                    but  was  not  so  compensated  solely  because  one  of the
                    exclusions in paragraph  (b) of Clause 16.3 (Tax  indemnity)
                    applied);

               (iii) compensated for by the payment of the Mandatory Cost; or

               (iv) attributable  to the wilful  breach by the relevant  Finance
                    Party or its Affiliates of any law or regulation.

     (b)  In this Clause  17.3, a reference  to a "Tax  Deduction"  has the same
          meaning given to the term in Clause 16.1 (Definitions).

18.      OTHER INDEMNITIES

18.1     Currency indemnity

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

          (i)  making or filing a claim or proof against that Obligor;

          (ii) obtaining or enforcing an order, judgment or award in relation to
               any litigation or arbitration proceedings,

     that Obligor shall as an independent obligation, within three Business Days
     of demand, indemnify each Finance Party to whom that Sum is due against any
     cost,  loss or  liability  arising out of or as a result of the  conversion
     including any discrepancy  between (A) the rate of exchange used to convert
that Sum from the First Currency into the Second  Currency and (B) the rate
     or rates of exchange available to that person at the time of its receipt of
     that Sum.

          (b)  Each Obligor waives any right it may have in any  jurisdiction to
               pay any amount  under the  Finance  Documents  in a  currency  or
               currency  unit  other  than that in which it is  expressed  to be
               payable.

18.2     Other indemnities

     The Parent  shall (or shall  procure  that an Obligor  will),  within three
     Business Days of demand,  indemnify each Lender  against any cost,  loss or
     liability incurred by that Lender as a result of:

          (a)  the occurrence of any Event of Default;

          (b)  a failure  by an  Obligor  to pay any  amount due under a Finance
               Document on its due date, including without limitation, any cost,
               loss or liability arising as a result of Clause 30 (Sharing among
               the Lenders);

          (c)  funding,  or making  arrangements to fund, its participation in a
               Loan  requested  by a Borrower in a  Utilisation  Request but not
               made  by  reason  of the  operation  of any  one or  more  of the
               provisions of this Agreement  (other than by reason of default or
               negligence by that Lender alone); or

          (d)  a Loan (or part of a Loan) not being prepaid in accordance with a
               notice of prepayment given by the Borrower or the Company.

18.3     Indemnity to the Agent

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

          (a)  investigating  any  event  which  it  reasonably  believes  is  a
               Default; or

          (b)  entering into or performing any foreign exchange contract for the
               purposes of Clause 6 (Optional Currencies); or

          (c)  acting or relying on any notice, request or instruction delivered
               in  connection  with  a  Finance  Document  which  it  reasonably
               believes to be genuine, correct and appropriately authorised.

19.      MITIGATION BY THE LENDERS

19.1     Mitigation

          (a)  Each Finance Party shall, in consultation with the Company,  take
               all reasonable  steps to mitigate any  circumstances  which arise
               and which would result in any amount  becoming  payable under, or
               cancelled pursuant to, any of Clause 10.1 (Illegality), Clause 16
               (Tax gross-up and  indemnities)  or Clause 17  (Increased  costs)
               including  (but not  limited  to) the  completion  of any form or
               application required to claim exemption from withholding taxes in
any relevant  jurisdiction (to the extent that such Finance Party
               may lawfully  complete such form or application  without  causing
               material  prejudice to its own interests  (as  determined by such
               Finance  Party  in its  absolute  discretion)  or  revealing  any
               information   which   such   Finance   Party   considers   to  be
               confidential)  or transferring  its rights and obligations  under
               the Finance Documents to another Affiliate or Facility Office.

          (b)  Paragraph (a) above does not in any way limit the  obligations of
               any of the Obligors under the Finance Documents.

19.2     Limitation of liability

          (a)  The Parent shall  indemnify  each Finance Party for all costs and
               expenses reasonably incurred by that Finance Party as a result of
               steps taken by it under Clause 19.1 (Mitigation).

          (b)  A Finance  Party is not  obliged to take any steps  under  Clause
               19.1  (Mitigation)  if,  in the  opinion  of that  Finance  Party
               (acting reasonably), to do so might be prejudicial to it.

20.      COSTS AND EXPENSES

20.1     Transaction expenses

     The Parent  shall  promptly on demand pay the Agent and the  Mandated  Lead
     Arrangers  the  amount of all costs and  expenses  (including  legal  fees)
     reasonably  incurred  by any of them in  connection  with the  negotiation,
     preparation, printing, execution and syndication of:

          (a)  this  Agreement  and  any  other  documents  referred  to in this
               Agreement; and

          (b)  any  other  Finance  Documents  executed  after  the date of this
               Agreement.

20.2     Amendment costs

     If (a) an  Obligor  requests  an  amendment,  waiver or  consent  or (b) an
     amendment  is required  pursuant to Clause 31.9 (Change of  currency),  the
     Parent shall, within three Business Days of demand, reimburse the Agent for
     the amount of all costs and  expenses  (including  legal  fees)  reasonably
     incurred  by  the  Agent  in  responding  to,  evaluating,  negotiating  or
     complying with that request or requirement.

20.3     Enforcement costs

     The Parent shall, within three Business Days of demand, pay to each Finance
     Party the amount of all costs and expenses  (including legal fees) incurred
     by that  Finance  Party in  connection  with  the  enforcement  of,  or the
     preservation of any rights under, any Finance Document.
SECTION 7.

                                    GUARANTEE

21.      GUARANTEE AND INDEMNITY

21.1     Guarantee and indemnity

     The Guarantor irrevocably and unconditionally:

     (a)  guarantees to each Finance Party punctual  performance by each Obligor
          of all that Obligor's obligations under the Finance Documents;

     (b)  undertakes  with each Finance  Party that whenever an Obligor does not
          pay any  amount  when due  under  or in  connection  with any  Finance
          Document, the Guarantor shall immediately on demand pay that amount as
          if it was the principal obligor; and

     (c)  indemnifies each Finance Party immediately on demand against any cost,
          loss or  liability  suffered by that Finance  Party if any  obligation
          guaranteed by it is or becomes unenforceable,  invalid or illegal. The
          amount of the cost,  loss or  liability  shall be equal to the  amount
          which  that  Finance  Party  would  otherwise  have been  entitled  to
          recover.

21.2     Continuing guarantee

     This  guarantee is a continuing  guarantee  and will extend to the ultimate
     balance  of  sums  payable  by an  Obligor  under  the  Finance  Documents,
     regardless of any intermediate payment or discharge in whole or in part.

21.3     Reinstatement

     If any  payment  by an Obligor or any  discharge  given by a Finance  Party
     (whether in respect of the  obligations  of any Obligor or any security for
     those  obligations  or  otherwise)  is  avoided  or  reduced as a result of
     insolvency or any similar event:

     (a)  the  liability  of each  Obligor  shall  continue  as if the  payment,
          discharge, avoidance or reduction had not occurred; and

     (b)  each Finance Party shall be entitled to recover the value or amount of
          that  security  or  payment  from  each  Obligor,  as if the  payment,
          discharge, avoidance or reduction had not occurred.

21.4     Waiver of defences

     The  obligations of the Guarantor under this Clause 21 will not be affected
     by an act,  omission,  matter or thing which,  but for this  Clause,  would
     reduce,  release or prejudice any of its  obligations  under this Clause 21
     (without  limitation  and whether or not known to it or any Finance  Party)
     including:
(a)  any time,  waiver or consent  granted  to, or  composition  with,  any
          Obligor or other person;

     (b)  the release of any Obligor or any other  person under the terms of any
          composition  or  arrangement  with any  creditor  of any member of the
          Group;

     (c)  the taking, variation, compromise, exchange, renewal or release of, or
          refusal or neglect to perfect, take up or enforce, any rights against,
          or  security  over  assets  of,  any  Obligor  or other  person or any
          non-presentation   or   non-observance   of  any  formality  or  other
          requirement in respect of any instrument or any failure to realise the
          full value of any security;

     (d)  any incapacity or lack of power,  authority or legal personality of or
          dissolution  or change in the  members  or status of an Obligor or any
          other person;

     (e)  any  amendment  (however  fundamental)  or  replacement  of a  Finance
          Document or any other document or security;

     (f)  any  unenforceability,  illegality or invalidity of any  obligation of
          any  person  under  any  Finance  Document  or any other  document  or
          security; or

     (g)  any insolvency or similar proceedings.

21.5     Immediate recourse

     The Guarantor  waives any right it may have of first  requiring any Finance
     Party (or any trustee or agent on its behalf) to proceed against or enforce
     any other  rights or  security  or claim  payment  from any  person  before
     claiming  from the  Guarantor  under this Clause 21.  This  waiver  applies
     irrespective  of any law or any  provision  of a  Finance  Document  to the
     contrary.

21.6     Appropriations

     Until all amounts which may be or become  payable by the Obligors  under or
     in connection  with the Finance  Documents  have been  irrevocably  paid in
     full, each Finance Party (or any trustee or agent on its behalf) may:

     (a)  refrain  from  applying or  enforcing  any other  moneys,  security or
          rights held or received by that Finance Party (or any trustee or agent
          on its behalf) in respect of those  amounts,  or apply and enforce the
          same in such manner and order as it sees fit  (whether  against  those
          amounts or otherwise)  and the Guarantor  shall not be entitled to the
          benefit of the same; and

     (b)  hold in an interest-bearing  suspense account any moneys received from
          the Guarantor or on account of the  Guarantor's  liability  under this
          Clause 21.

21.7     Deferral of Guarantor's rights

     Until all amounts which may be or become  payable by the Obligors  under or
     in connection with the Finance Documents have been irrevocably paid in full
     and unless the Agent otherwise directs, the Guarantor will not exercise any
rights which it may have by reason of performance by it of its  obligations
     under the Finance Documents:

     (a)  to be indemnified by an Obligor;

     (b)  to claim any  contribution  from any other  guarantor  of an Obligor's
          obligations under the Finance Documents; and/or

     (c)  to take  the  benefit  (in  whole  or in part  and  whether  by way of
          subrogation  or otherwise) of any rights of the Finance  Parties under
          the Finance  Documents  or of any other  guarantee  or security  taken
          pursuant  to, or in  connection  with,  the Finance  Documents  by any
          Finance Party.

21.8     Additional security

     This  guarantee is in addition to and is not in any way  prejudiced  by any
     other guarantee or security now or subsequently held by any Finance Party.
SECTION 8.

                REPRESENTATIONS, COVENANTS AND EVENTS OF DEFAULT

22.      REPRESENTATIONS AND WARRANTIES

     Each Borrower  represents  and warrants in respect of itself and the Parent
     represents  and  warrants in respect of itself and each other member of the
     Group as follows:

22.1     Status

     Each Obligor is a corporation  duly organised or duly  incorporated (as the
     case may be),  validly  existing and in good standing under the laws of its
     jurisdiction  of  incorporation  as  listed  in Part A of  Schedule  1 (The
     Original  Parties) and in respect of the Company,  that it is in compliance
     with, in particular,  the amended  Luxembourg  laws dated 10 August 1915 on
     commercial companies and 31 May 1999 on the domicile of companies.

22.2     Power and Authority

     The  execution,  delivery  and  performance  by each Obligor of the Finance
     Documents to which it is a party,  and the consummation of the transactions
     contemplated thereby, are within such Obligor's corporate powers, have been
     duly  authorised by all  necessary  corporate  action,  and do not conflict
     with:

     (a)  such Obligor's charter, by-laws or other constitutive documents; or

     (b)  any law or any  contractual  restriction  binding on or affecting such
          Obligor.

22.3     Validity and admissibility in evidence

     All  Authorisations  required  (i)  for  the due  execution,  delivery  and
     performance by each Obligor of the Finance Documents to which it is a party
     or  (ii)  (except  for  the  requirement  of  registration  of the  Finance
     Documents  and/or any other  documents  referred  to therein in the case of
     their  production in court  proceedings  before a Luxembourg court or their
     submittal  (either directly or by way of reference) as a legal title before
     an official Luxembourg authority) to make the Finance Documents to which it
     is a party admissible in evidence in its jurisdiction of incorporation have
     been obtained or effected and are in full force and effect.

22.4     Binding obligations

     Subject to the Legal Reservations:

     (a)  each Finance  Document once delivered will have been duly executed and
          delivered by the Obligor party thereto; and

     (b)  each Finance  Document  once  delivered  will be the legal,  valid and
          binding obligation of the Obligor party thereto enforceable against it
          in accordance with its terms.

22.5     Financial Statements
The  Consolidated  balance sheet of the Parent and its  Subsidiaries  as at
     December 31, 2004,  and the related  Consolidated  statements of income and
     cash flows of the Parent and its  Subsidiaries  for the financial year then
     ended, accompanied by an opinion of the Parent's auditors,  copies of which
     have  been  furnished  to each  Lender,  fairly  present  the  Consolidated
     financial  condition of the Parent and its Subsidiaries as at such date and
     the  Consolidated   results  of  the  operations  of  the  Parent  and  its
     Subsidiaries for the period ended on such date, all in accordance with GAAP
     consistently  applied.  Since December 31, 2004, there has been no Material
     Adverse Change.

22.6     No proceedings pending or threatened

     There is no pending or threatened action, suit,  investigation,  litigation
     or proceeding,  including,  without limitation,  any Environmental  Action,
     affecting any Borrower,  the Parent or any of its  Subsidiaries  before any
     court,  governmental  agency or  arbitrator  that (a)  could be  reasonably
     likely to have a  Material  Adverse  Effect or (b)  purports  to affect the
     legality,  validity  or  enforceability  of the  Finance  Documents  or the
     consummation of the transactions contemplated thereby.

22.7     Margin stock regulations

     No Obligor is engaged in the  business  of  extending  and no Obligor  will
     extend  credit for the  purpose of  purchasing  or  carrying  margin  stock
     (within the meaning of the United  States  Regulation U issued by the Board
     of Governors of the United States Federal Reserve System),  and no proceeds
     of any Utilisation will be used directly or indirectly to purchase or carry
     any  margin  stock  or to  extend  credit  to  others  for the  purpose  of
     purchasing or carrying any margin stock.

22.8     Investment company

     No Obligor is an  "investment  company",  or a company  "controlled"  by an
     "investment  company",  within the meaning of the United States  Investment
     Company  Act of  1940,  as  amended  or  otherwise  subject  to  regulation
     thereunder.

22.9     Holding company

     (a)  No Obligor is a "holding  company" or subject to regulation  under the
          United States Public Utility Holding Company Act of 1935, as amended.

     (b)  No Obligor is a public  utility  or  subject to  regulation  under the
          United States Federal Power Act of 1926, as amended.

22.10    No misleading information

     (c)  Any factual  information  provided by any of the Obligors or any other
          member of the Group for the purposes of the Information Memorandum was
          true  and  accurate  in all  material  respects  as at the date it was
          provided  or as at the date (if  any) at  which it is  stated  and all
          material  information  in relation to the  Information  Memorandum has
          been disclosed to the Finance Parties.
(d)  The financial projections contained in the Information Memorandum have
          been prepared on the basis of recent historical information and on the
          basis of  reasonable  assumptions  and nothing has occurred  since the
          date of the Information Memorandum which is reasonably likely to cause
          any of those assumptions to be untrue.

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

     (f)  All  written  information  (other  than  the  Information  Memorandum)
          supplied by any of the Obligors or any of the Parent's Subsidiaries to
          any Finance  Party is true,  complete  and  accurate  in all  material
          respects  as at the date it was  given  and is not  misleading  in any
          material respect.

22.11    Dutch Banking Act

     Subject  to the  representation  as set out in  Clause  2.3  (Lenders'  PMP
     representations)  being true,  each Dutch Obligor is in compliance with the
     Dutch Banking Act and any regulations  issued pursuant thereto  (including,
     but not limited to, the Policy Guidelines and Exemption Regulation).

22.12    Tax Status

     No notice under Section 36 of the Tax Collection Act (Invorderingswet 1990)
     or section 16d of the Social  Insurance  Coordination  Act  (Coordinatiewet
     Sociale   Verzekeringen)  has  been  given  by  any  member  of  the  Group
     incorporated in the Netherlands.

23.      GENERAL COVENANTS

     The general covenants in this Clause 23 shall remain in force from the date
     of this  Agreement  for so long as any amount shall remain unpaid under the
     Finance Documents or any Lender shall have any Commitment hereunder.

23.1    Authorisation
        Each Obligor shall promptly:

     (a)  obtain,  comply with and do all that is  necessary to maintain in full
          force and effect; and

     (b)  supply certified copies to the Agent of,

     any Authorisation  required under any law or regulation of its jurisdiction
     of  incorporation  to enable it to  perform  all of its  payment  and other
     material  obligations under any Finance Document to which it is a party and
     to ensure  the  legality,  validity,  enforceability  or  admissibility  in
     evidence in its jurisdiction of incorporation of any Finance Document.

23.2     Compliance with laws
Each Obligor shall comply, and cause each of its Subsidiaries to comply, in
     all material  respects,  with all applicable laws,  rules,  regulations and
     orders,  such compliance to include,  without  limitation,  compliance with
     ERISA and Environmental Laws.

23.3     Taxes

23.3.1   Payment of Taxes, Etc.

     Each Obligor shall pay and discharge, and cause each of its Subsidiaries to
     pay and  discharge,  before the same shall become  overdue,  (a) all Taxes,
     assessments and governmental  charges or levies imposed upon it or upon its
     assets and (b) all lawful  claims  that,  if unpaid,  might by law become a
     Security upon its assets; provided, however, that no Obligor nor any of its
     Subsidiaries   shall  be  required  to  pay  or  discharge  any  such  tax,
     assessment,  charge or claim that is being  contested  in good faith and by
     proper  proceedings  and  as  to  which  appropriate   reserves  are  being
     maintained,  unless and until any Security resulting  therefrom attaches to
     its assets and becomes enforceable against its other creditors.

23.3.2   US Tax forms

     In this Subclause:

     "US  Obligor"  means an Obligor that is a United  States  person or that is
     otherwise  required to withhold on payments of interest made to nonresident
     aliens of the United  States and foreign  corporations  under U.S.  federal
     income tax law.

     "United States  person" has the meaning given to it in Section  7701(a)(30)
     of the United States Internal Revenue Code of 1986.

     (a)  Except as provided  below,  each  Lender  that is not a United  States
          person  must  supply  to the  Agents  and to  each US  Obligor  the US
          Internal  Revenue  Service  forms that are necessary to enable that US
          Obligor to make  payments to that Lender  under the Finance  Documents
          without any deduction or  withholding in respect of any Tax imposed by
          the United States of America.

     (b)  A Lender must comply with its obligations under paragraph (a) above as
          soon as  practicable  after the date it  becomes a Party or (if later)
          the date the US  Obligor  becomes a Party and  thereafter,  as soon as
          practicable upon receipt of written request to do so.

     (c)  A Lender is not obliged to supply any form under  paragraph  (a) above
          if it is unable to do so by  reason  of any  change  after the date of
          this  Agreement  in  (or  in  the  interpretation,  administration  or
          application  of) any law or regulation  or any  published  practice or
          concession of any relevant taxing authority.

     (d)  A US Obligor  is not  obliged to pay any Tax  Payment  (as  defined in
          Clause 16.1 (a)  (Definitions)  herein) to a Lender to the extent that
          such Tax  Payment  would  not have been  payable  if that  Lender  had
          complied with its obligations under this Subclause.
23.4     Maintenance of insurance
     Each  Obligor  shall  maintain,  and  cause  each  of its  Subsidiaries  to
     maintain,  insurance with responsible and reputable  insurance companies or
     associations  in such amounts and covering such risks as is usually carried
     by companies engaged in similar businesses and owning similar properties in
     the same general areas in which the Obligors or such  Subsidiary  operates;
     provided,  however,  that each of the  Obligors  and its  Subsidiaries  may
     self-insure  to the same  extent  as other  companies  engaged  in  similar
     businesses and owning similar properties in the same general areas in which
     the Obligors or such Subsidiary  operates and to the extent consistent with
     prudent business practice.

23.5     Preservation of corporate existence, Etc.
     Each  Obligor  shall   preserve  and  maintain,   and  cause  each  of  its
     Subsidiaries to preserve and maintain, its corporate existence (other than,
     in the case of any  Subsidiary  which is not an  Obligor,  as a result of a
     solvent  winding-up  on terms  approved by the  Majority  Lenders),  rights
     (charter and statutory) and franchises, provided, however, that each of the
     Obligors and its  Subsidiaries  may consummate any merger or  consolidation
     permitted under Clause 23.9 (Mergers) and provided further that neither the
     Obligors  nor any of their  Subsidiaries  shall be required to preserve any
     right or franchise if the Board of Directors of the Parent shall  determine
     that the preservation  thereof is no longer desirable in the conduct of the
     business of the  relevant  Obligor or its  Subsidiaries,  and that the loss
     thereof is not  disadvantageous  in any  material  respect to the  relevant
     Obligor or its Subsidiaries or the Lenders.

23.6     Keeping of books
     Each Obligor shall keep, and cause each of its Subsidiaries to keep, proper
     books of record and  account,  in which full and correct  entries  shall be
     made of all  financial  transactions  and the  assets and  business  of the
     Obligors and each such  Subsidiary in  accordance  with GAAP in effect from
     time to time.

23.7     Reporting requirements
     23.7.1 Quarterly Statements of the Parent

     The Parent shall furnish to the Agent (in sufficient copies for each of the
     Lenders),  as soon as  available  and in any event within 45 days after the
     end of each of the  first  three  quarters  of each  financial  year of the
     Parent,  (i)  the  Consolidated   balance  sheet  of  the  Parent  and  its
     Subsidiaries as of the end of such quarter and  Consolidated  statements of
     income and cash flows of the Parent and its  Subsidiaries  for such quarter
     and for the period commencing at the end of the previous financial year and
     ending with the end of such quarter,  duly  certified  (subject to year-end
     audit  adjustments) by the chief financial  officer of the Parent as having
     been prepared in accordance  with GAAP and (ii)  certificates  of the chief
     financial  officer  of the Parent as to  compliance  with the terms of this
     Agreement and setting forth in reasonable detail the calculations necessary
     to demonstrate  compliance  with Clause 24 (Financial  covenant),  provided
     that in the event of any change in generally accepted accounting principles
     in the United States of America which is then applied in the preparation of
     such financial statements,  the Parent shall also provide, if necessary for
     the  determination  of compliance  with Clause 24 (Financial  covenant),  a
     statement of  reconciliation  conforming such financial  statements to GAAP
(which means,  for the avoidance of doubt,  generally  accepted  accounting
     principles in the United States of America consistent with those applied in
     the  preparation  of the  financial  statements  referred to in Clause 22.5
     (Financial Statements)).

     23.7.2 Annual Statements of the Parent

     The Parent shall furnish to the Agent (in sufficient copies for each of the
     Lenders),  as soon as  available  and in any event within 90 days after the
     end of each financial year of the Parent, a copy of the annual audit report
     for  such  year  for  the  Parent  and  its  Subsidiaries,  containing  the
     Consolidated balance sheet of the Parent and its Subsidiaries as of the end
     of such financial year and Consolidated statements of income and cash flows
     of the Parent and its  Subsidiaries  for such financial  year, in each case
     accompanied   by  an  opinion   acceptable  to  the  Majority   Lenders  by
     PricewaterhouseCoopers  LLP or  other  independent  public  accountants  of
     comparable size and of international reputation, provided that in the event
     of any change in generally  accepted  accounting  principles  in the United
     States  of  America  which  is  then  applied  in the  preparation  of such
     financial  statements,  the Parent shall also provide, if necessary for the
     determination  of  compliance  with  Clause  24  (Financial  covenant),   a
     statement of  reconciliation  conforming such financial  statements to GAAP
     (which means,  for the avoidance of doubt,  generally  accepted  accounting
     principles in the United States of America consistent with those applied in
     the  preparation  of the  financial  statements  referred to in Clause 22.5
     (Financial Statements)).

     23.7.3 Notification of Default

     The  Obligors  shall  furnish to the Agent,  as soon as possible and in any
     event within five days after the  occurrence of each Default  continuing on
     the date of such  statement,  a  statement  of a  director  of the  Company
     setting  forth  details of such  Default and the action  that the  relevant
     Obligor has taken and proposes to take with respect thereto.

     23.7.4 Communications to securityholders

     The  Obligors  shall  furnish to the Agent,  promptly  after the sending or
     filing thereof, copies of all material reports that the Parent sends to any
     of its  securityholders,  and copies of all  material  reports and material
     registration  statements that the Parent or any of its  Subsidiaries  files
     with the United States  Securities and Exchange  Commission or any national
     securities exchange.

     23.7.5 Notification of proceedings

     The Obligors shall furnish to the Agent,  promptly  after the  commencement
     thereof,  notice of all material actions and proceedings  before any court,
     governmental  agency or  arbitrator  affecting  any  Obligor  or any of its
     Subsidiaries of the type described in Clause 22.6 (No  proceedings  pending
     or threatened).

     23.7.6 Other information
Each Obligor shall furnish to the Agent such other information regarding
        any of the Obligors or any of its Subsidiaries as any Lender through the
        Agent may from time to time reasonably request from that Obligor.

     23.7.7 Delivery

     Reports and financial  statements  required to be delivered by the Obligors
     pursuant to subclauses 23.7.1,  23.7.2 and 23.7.4 of this Clause 23.7 shall
     be deemed to have been delivered on the date on which the Parent posts such
     reports, or reports containing such financial statements, on its website on
     the Internet at  www.iff.com  provided  that the Obligors  notify the Agent
     that such reports have been posted and that such web site is  accessible by
     the Agent and the Lenders;  and  provided  further that paper copies of the
     reports and financial  statements referred to in subclauses 23.7.1,  23.7.2
     and 23.7.4 of this Clause 23.7 shall be  delivered  by the  Obligors to the
     Agent or any Lender who  requests  it to deliver  such paper  copies  until
     written  notice to cease  delivering  paper copies is given by the Agent or
     such Lender; and provided further that in every instance the Obligors shall
     provide paper copies of the certificates or opinions required by subclauses
     23.7.1 and 23.7.2 of this  Clause 23.7 to the Agent and each of the Lenders
     until  such time as the Agent  shall  provide  any of them  written  notice
     otherwise.

23.8     Negative Pledge
     No Obligor shall create or suffer to exist, any Security on or with respect
     to any of its assets,  whether now owned or hereafter acquired,  or assign,
     or permit any of its  Subsidiaries to assign,  any right to receive income,
     other than:

     (a)  Permitted Securities;

     (b)  purchase  money  Securities  upon or in any real property or equipment
          acquired  or held by the  Parent  or any  Subsidiary  in the  ordinary
          course of business to secure the purchase  price of such real property
          or  equipment  or to secure  Debt  incurred  solely for the purpose of
          financing  the  acquisition  of such real  property or  equipment,  or
          Securities  existing on such real property or equipment at the time of
          its   acquisition   (other  than  any  such   Securities   created  in
          contemplation  of such  acquisition  that were not incurred to finance
          the  acquisition  of such real  property) or  extensions,  renewals or
          replacements  of any of the foregoing for the same or a lesser amount,
          provided,  however, that no such Security shall extend to or cover any
          assets of any  character  other than the real  property  or  equipment
          being acquired,  and no such extension,  renewal or replacement  shall
          extend to or cover any assets not theretofore  subject to the Security
          being  extended,  renewed  or  replaced,  provided  further  that  the
          aggregate principal amount of the indebtedness secured by the Security
          referred to in this paragraph (b) shall not exceed  US$60,000,000  (or
          its  equivalent  in  another  currency  or  currencies)  at  any  time
          outstanding;

     (c)  Securities  on assets of a person  existing at the time such person is
          merged into or  consolidated  with the Parent or any Subsidiary of the
          Parent or  becomes a  Subsidiary  of the  Parent;  provided  that such
          Securities  were  not  created  in   contemplation   of  such  merger,
          consolidation  or  acquisition  and do not extend to any assets  other
than  those of the  person so  merged  into or  consolidated  with the
          Parent  or  such   Subsidiary  or  acquired  by  the  Parent  or  such
          Subsidiary;

     (d)  other Securities securing Debt in an aggregate principal amount not to
          exceed  US$120,000,000  (or its  equivalent  in  another  currency  or
          currencies) at any time outstanding; and

     (e)  the  replacement,  extension or renewal of any  Security  permitted by
          paragraph  (c) above  provided  that such  replacement,  extension  or
          renewal  shall not extend to or cover any  assets  not  subject to the
          Security being replaced, extended or renewed and provided further that
          the grantor of the Security as obligor of the relevant  Debt shall not
          change and the amount of the Debt secured  thereby  shall not increase
          as a result of such replacement, extension or renewal.

23.9     Mergers
     No Obligor shall merge or  consolidate  with or into, or convey,  transfer,
     lease or otherwise dispose of (whether in one transaction or in a series of
     transactions)  all or substantially all of the assets (whether now owned or
     hereafter  acquired) of the Parent and its Subsidiaries,  taken as a whole,
     to any person, or permit any of its Subsidiaries to do so, except that:

     (a)  any Subsidiary of the Parent may merge or consolidate with or into, or
          dispose of assets to, any other Subsidiary of the Parent;

     (b)  any  Subsidiary  of the  Parent may merge into or dispose of assets to
          the Parent;

     (c)  the solvent  liquidation or  reorganisation of any member of the Group
          which is not an Obligor is permitted so long as any payments or assets
          distributed  as a result of such  liquidation  or  reorganisation  are
          distributed to other members of the Group;

     (d)  (without  prejudice to Clause 10.3 (Acquisition for Merger)),  each of
          the Obligors may merge with any other person so long as the  surviving
          corporation  has  the  obligations  expressed  to be  assumed  by  the
          relevant  Obligor  hereunder  and legal  opinions  in form and content
          satisfactory to the Agent have been delivered to it; and

     (e)  an Obligor may  dispose of an asset to a person  which is not a member
          of the Group on terms that such asset is to be  reacquired by a member
          of the  Group  (a "  Reacquisition  Sale and  Leaseback  Transaction")
          provided that the principal  obligations  of such member of the Group,
          when aggregated with the principal obligations of all other members of
          the Group in respect  of all other  Reacquisition  Sale and  Leaseback
          Transactions  entered  into after the date  hereof,  do not exceed US$
          50,000,000 (or its equivalent in another currency or currencies),

     provided, in each case, that no Event of Default shall have occurred and be
     continuing  at the  time of  such  proposed  transaction  or  would  result
     therefrom.
23.10    Accounting changes
     No Obligor shall make or permit,  or permit any of its Subsidiaries to make
     or permit, any change in accounting policies or reporting practices, except
     as required or permitted by GAAP.

23.11    Change in nature of business
     No Obligor  shall  make,  or permit any of its  Subsidiaries  to make,  any
     material  change  in the  nature  of the  business  of the  Parent  and its
     Subsidiaries, taken as a whole, as carried on at the date hereof.

23.12    Subsidiary Debt
     No  Obligor  shall  permit any of its  Subsidiaries  to create or suffer to
     exist, any Debt other than:

     (a)  Debt owed to the Parent or to a wholly-owned Subsidiary of the Parent;

     (b)  Debt (not  falling  within  paragraphs  (a),  (c), (e) and (f) of this
          Clause 23.12 but including Debt falling  within  paragraph (d) of this
          Clause 23.12)  aggregating  for all of the Parent's  Subsidiaries  not
          more than  US$800,000,000  (or its  equivalent in another  currency or
          currencies) at any one time outstanding;

     (c)  endorsement  of  negotiable  instruments  for deposit or collection or
          similar transactions in the ordinary course of business;

     (d)  Debt owed pursuant to the Finance Documents;

     (e)  Debt which is effectively  subordinated to the payment  obligations of
          the Obligors to the Finance Parties  hereunder to the  satisfaction of
          the Agent; and

     (f)  Debt  arising  as a result of a member of the  Group  entering  into a
          Reacquisition  Sale  and  Leaseback   Transaction  provided  that  the
          principal  obligations  of such member of the Group,  when  aggregated
          with the  principal  obligations  of all other members of the Group in
          respect of all other  Reacquisition  Sale and  Leaseback  Transactions
          entered into after the date hereof,  do not exceed US$  50,000,000 (or
          its equivalent in another currency or currencies).

23.13    Pari passu
     Each  Obligor  shall  ensure  that at all times the  claims of the  Finance
     Parties  against it under the  Finance  Documents  rank at least pari passu
     with the claims of all its other  unsecured  and  unsubordinated  creditors
     save  those  whose  claims are  preferred  by any  bankruptcy,  insolvency,
     liquidation or other similar laws of general application.

23.14    Subsidiary Guarantors
     (a)  The Parent shall cause each of its Subsidiaries  that is or thereafter
          becomes a guarantor under any bank credit  facility  entered into by a
          Borrower to  guarantee  the  obligations  of any  Borrower  under this
          Agreement by delivering to the Agent:
(i)  a subsidiary  guarantee (the "Subsidiary  Guarantee") in form and
               substance  satisfactory to the Majority Lenders, duly executed by
               that Subsidiary (the "Subsidiary Guarantor");

          (ii) the  documents  described  in  Schedule 7  (Subsidiary  Guarantee
               Documents); and

          (iii)opinions   of   reputable   counsel   in  the   jurisdiction   of
               incorporation of the Subsidiary Guarantor reasonably satisfactory
               to the Majority  Lenders and of special US counsel for the Parent
               or other counsel reasonably  satisfactory to the Majority Lenders
               (which opinions shall be reasonably  satisfactory to the Majority
               Lenders   and   may   be   subject   to   customary   exceptions,
               qualifications  and limitations under the  circumstances  none of
               which may relate to the  absence of  shareholder  approval  or be
               material to the  practical  realisation  of the benefits and pari
               passu  ranking with the right of pro rata recovery of a guarantee
               of  unsecured  and  unsubordinated  Debt) to the effect that such
               Subsidiary  Guarantee  has been  duly  authorised,  executed  and
               delivered by such Subsidiary  Guarantor and is valid, binding and
               enforceable  in  accordance  with its terms and the claims of the
               Lenders  (having  the  benefits  of  such  Subsidiary  Guarantee)
               against such  Subsidiary  Guarantor  will be enforced on a parity
               with the claims of other unsecured and  unsubordinated  creditors
               of such Subsidiary Guarantor in a bankruptcy, insolvency or other
               analogous proceeding arising in the jurisdiction of incorporation
               of such Subsidiary Guarantor.

     (b)  The Parent need only perform its obligations under paragraph (a) above
          if it is  not  unlawful  for  the  relevant  Subsidiary  to  become  a
          Subsidiary  Guarantor  or it would not result in  personal or criminal
          liability for that  Subsidiary's  directors or other  management.  The
          Parent must use, and must procure that the relevant  person uses,  all
          reasonable endeavours lawfully available to avoid such unlawfulness or
          personal or criminal  liability.  This includes agreeing to a limit on
          the amount  guaranteed.  The Agent may (but  shall not be obliged  to)
          agree to such a limit if, in its  reasonable  opinion,  to do so would
          avoid the relevant unlawfulness or personal or criminal liability.

23.15    "Know your customer" checks
     23.15.1 If:

     (a)  the  introduction  of or any  change  in  (or  in the  interpretation,
          administration or application of) any law or regulation made after the
          date of this Agreement;

     (b)  any  change in the  status of an  Obligor  or the  composition  of the
          shareholders of an Obligor after the date of this Agreement; or

     (c)  a proposed assignment or transfer by a Lender of any of its rights and
          obligations under this Agreement to a party that is not a Lender prior
          to such assignment or transfer,
obliges the Agent or any Lender (or,  in the case of  paragraph  (c) above,
     any  prospective new Lender) to comply with "know your customer" or similar
     identification  procedures in circumstances where the necessary information
     is not  already  available  to it, each  Obligor  shall  promptly  upon the
     request of the Agent or any Lender  supply,  or procure the supply of, such
     documentation  and other  evidence as is reasonably  requested by the Agent
     (for  itself,  or on behalf of any Lender) or any Lender (for itself or, in
     the case of the event  described in paragraph  (iii) above, or on behalf of
     any prospective new Lender) in order for the Agent,  such Lender or, in the
     case of the event  described in paragraph (c) above,  any  prospective  new
     Lender to carry out and be  satisfied it has  complied  with all  necessary
     "know your customer" or other similar checks under all applicable  laws and
     regulations  pursuant  to the  transactions  contemplated  in  the  Finance
     Documents.

23.15.2           Each Lender shall promptly upon the request of the Agent
                  supply, or procure the supply of, such documentation and other
                  evidence as is reasonably requested by the Agent (for itself)
                  in order for the Agent to carry out and be satisfied it has
                  complied with all necessary "know your customer" or other
                  similar checks under all applicable laws and regulations
                  pursuant to the transactions contemplated in the Finance
                  Documents.

23.15.3           The Company shall, by not less than 10 Business Days' prior
                  written notice to the Agent, notify the Agent (which shall
                  promptly notify the Lenders) of its intention to request that
                  one of its Subsidiaries becomes an Additional Borrower
                  pursuant to Clause 27.2 (Additional Borrowers).

23.15.4           Following the giving of any notice pursuant to Clause 23.15.3
                  above, if the accession of such Additional Borrower obliges
                  the Agent or any Lender to comply with "know your customer" or
                  similar identification procedures in circumstances where the
                  necessary information is not already available to it, the
                  Parent shall promptly upon the request of the Agent or any
                  Lender supply, or procure the supply of, such documentation
                  and other evidence as is reasonably requested by the Agent
                  (for itself or on behalf of any Lender) or any Lender (for
                  itself or on behalf of any prospective new Lender) in order
                  for the Agent, such Lender or any prospective new Lender to
                  carry out and be satisfied it has complied with all necessary
                  "know your customer" or other similar checks under all
                  applicable laws and regulations pursuant to the accession of
                  such Subsidiary to this Agreement as an Additional Borrower.

23.16    Patriot Act
        The Lenders hereby notify the Borrowers that pursuant to the
        requirements of the Patriot Act, they are required to obtain, verify and
        record information that identifies the Borrowers, which information
        includes the name and address of the Borrowers and other information
        that will allow the Lenders to identify the Borrowers in accordance with
        the terms of the Patriot Act.
23.17    Filing of 2002 and 2003 Annual Accounts of the Company
        The Company shall file its 2002 and 2003 annual accounts as soon as
        reasonably practicable and in any event within the following time limits
        after the date of this Agreement:

     (c)  the 2002 annual accounts shall be filed with the Luxembourg commercial
          and  companies  register  (which for the purpose of this Clause  23.17
          shall be referred to as the "Register") within 3 months; and

     (d)  the 2003 annual  accounts  shall be filed with the  Register  within 9
          months.

     The  rights of the  Finance  Parties  in  respect  of any Event of  Default
     (including  any Event of Default  referred to in Clause 25.5  (Insolvency))
     arising  as  a  consequence  of  any  failure  to  comply  with  any  legal
     requirements to approve or file any annual accounts with the Register shall
     remain unaffected and unwaived.

24.     FINANCIAL COVENANT

     So long as any amount  shall remain  unpaid under the Finance  Documents or
     any Lender shall have any Commitment hereunder, the Parent shall maintain a
     ratio  of Net Debt as at the end of any  Relevant  Period  to  consolidated
     EBITDA in respect of such Relevant Period of not more than 3.25:1.

25.      EVENTS OF DEFAULT

     Each of the  events  or  circumstances  set out in Clause 25 is an Event of
     Default.

25.1     Non-payment
     An  Obligor  shall  fail to pay any  amount  of  principal  under a Finance
     Document  when the same becomes due and payable  unless such failure to pay
     is caused by technical or  administrative  error or a Disruption  Event and
     payment is made within three  Business  Days of its due date; or an Obligor
     shall fail to pay any  interest on any such amount of principal or make any
     other  payment of fees or other amounts  payable  under a Finance  Document
     within three Business Days after the same becomes due and payable.

25.2     Misrepresentation
     Any  representation  or  warranty  made or  confirmed  to be  correct by an
     Obligor  herein  (or any of its  officers)  in  connection  with a  Finance
     Document  shall prove to have been  incorrect or misleading in any material
     respect  when made or  confirmed  provided  that no Event of Default  shall
     occur under this Clause by reason of any representation by the Borrower set
     out in Clause  22.11  (Dutch  Banking  Act)  being  untrue in any  material
     respect as a result of a Lender's representation under Clause 2.3 (Lenders'
     PMP  representations)  as to its status as a PMP being  untrue (but without
     prejudice to the rights of the Finance  Parties under this Agreement  other
     than under this Clause 25.2 (Misrepresentation) or under applicable law and
     without  prejudice to any other Event of Default  which may occur by reason
     of any  representation  set out in Clause 22.11  (Dutch  Banking Act) being
     untrue in any material respect).
25.3     Other obligations

     (a)  An Obligor  shall fail to perform  or observe  any term,  covenant  or
          agreement   contained  in  Clauses  23.5  (Preservation  of  corporate
          existence,  Etc.),  23.8  (Negative  Pledge),  23.9  (Mergers),  23.11
          (Change in nature of business) or Clause 24 (Financial Covenant); or

     (b)  an Obligor  shall fail to perform or observe any other term,  covenant
          or agreement  contained in any of the Finance Documents on its part to
          be performed or observed if such failure shall remain  unremedied  for
          10 days  after  written  notice  thereof  shall have been given to the
          Borrower by the Agent or any Lender.

25.4     Cross default
     Any Obligor or any of its  Subsidiaries  shall fail to pay any principal of
     or premium or interest on any Debt that is  outstanding  in a principal  or
     notional amount of at least the higher of US$75,000,000  and  EUR60,000,000
     (or the  equivalent to the higher of those  amounts in another  currency or
     currencies) in the aggregate (but excluding Debt outstanding  hereunder) of
     such Obligor or such Subsidiary (as the case may be), when the same becomes
     due and  payable  (whether  by  scheduled  maturity,  required  prepayment,
     acceleration,  demand or otherwise),  and such failure shall continue after
     the  applicable  grace  period,  if  any,  specified  in the  agreement  or
     instrument  relating  to such  Debt;  or any  other  event  shall  occur or
     condition  shall exist under any  agreement or  instrument  relating to any
     such Debt and shall  continue after the  applicable  grace period,  if any,
     specified in such agreement or  instrument,  if the effect of such event or
     condition is to accelerate,  or to permit the acceleration of, the maturity
     of such Debt; or any such Debt shall be declared to be due and payable,  or
     required  to be prepaid or redeemed  (other  than by a regularly  scheduled
     required prepayment or redemption),  purchased or defeased,  or an offer to
     prepay, redeem, purchase or defease such Debt shall be required to be made,
     in each case prior to the stated maturity thereof.

25.5     Insolvency
        Any Obligor or any of its Subsidiaries shall:

     (a)  generally  not pay its debts as such  debts  become  due (which in the
          case of a Luxembourg  entity,  and without prejudice to the provisions
          set out in this paragraph,  means that such Luxembourg entity is or is
          deemed  to be in a  state  of  cessation  of  payments  (cessation  de
          payments) and has lost its commercial creditworthiness (ebranlement de
          credit));

     (b)  admit in writing its inability to pay its debts generally;

     (c)  make a general assignment for the benefit of creditors; or

     (d)  any  proceeding  shall be instituted by or against such Obligor or any
          of its Subsidiaries seeking:

          (i)  to adjudicate it a bankrupt or insolvent;
(ii) liquidation,    winding   up,    reorganisation,    examinership,
               arrangement, adjustment, protection, relief, or composition of it
               or its debts under any law relating to bankruptcy,  insolvency or
               reorganisation  or examinership or relief of debtors (such as, in
               particular,   under   Luxembourg  law,  a  "faillite",   "gestion
               controlee",    "concordat    judiciaire"    or   a   "liquidation
               judiciaire"); or

          (iii)attachment,  sequestration, distress or execution or the entry of
               an order for relief or the  appointment  of a receiver,  trustee,
               examiner,  custodian or other similar  official for it or for any
               part of its assets,

     and in the  case of any  such  proceeding  instituted  against  it (but not
     instituted  by it),  either such  proceeding  shall remain  undismissed  or
     unstayed  for a period  of 30 days,  or any of the  actions  sought in such
     proceeding (including, without limitation, the entry of an order for relief
     against, or the appointment of a receiver, trustee, custodian,  examiner or
     other similar  official for, it or for any part of its assets) shall occur;
     or any Obligor or other member of the Group shall take any corporate action
     to authorise any of the actions set forth above in this Clause 25.5.

     However,  no Event of Default  will occur  under  this  Clause  25.5 if the
     events or  circumstances  referred to in paragraphs  (a) to (d) above apply
     only  to a  member  or  members  of the  Group  which  is or are  not  (an)
     Obligor(s) unless:

     (1)  the aggregate amount of the consolidated  assets of each member of the
          Group  which is the  subject of any such event or  circumstance,  when
          aggregated  with the  consolidated  assets of each other member of the
          Group which is the subject of any such event or circumstance, is equal
          to or greater than 7.5% of the consolidated assets of the Group; or

     (2)  the aggregate  amount of the  consolidated net sales of each member of
          the Group which is the subject of any such event or circumstance, when
          aggregated with the consolidated net sales of each other member of the
          Group which is the subject of any such event or circumstance, is equal
          to or greater than 7.5% of the consolidated net sales of the Group.

     For the purposes of paragraphs (1) and (2) above, the  consolidated  assets
     and  consolidated  net sales of any member of the Group shall be determined
     by  reference to the most recent  financial  year of the Group and the most
     recent set of annual audited  accounts of the relevant member of the Group,
     if any (which, in the case of the consolidated  assets and consolidated net
     sales of the Group,  shall mean the  financial  statements  referred  to in
     Clause 22.5  (Financial  Statements)  or the most  recent set of  financial
     statements  delivered  pursuant  to Clause 23.7  (Reporting  requirements),
     whichever has been most recently delivered to the Agent hereunder) provided
     that in the  absence of any such  accounts in relation to any member of the
     Group  other  than the  Parent  the  figures  for  consolidated  assets and
     consolidated  net sales of such member of the Group shall be  determined by
     such member of the Group's auditors.
25.6     Creditors' Process
     Any expropriation, attachment, sequestration, distress or execution affects
     any asset or assets of a member of the Group where the  aggregate  value of
     such asset or assets,  when aggregated with the value of any other asset or
     assets of a member of the Group subject to any  expropriation,  attachment,
     sequestration,  distress or  execution,  exceeds  US$30,000,000  and is not
     discharged within 10 days.

25.7     Control of the Borrowers
     The Parent  shall cease to own,  directly or  indirectly,  the whole of the
     outstanding issued share capital of any of the Borrowers unless:

     (a)  there are no outstandings of such Borrower under any Finance Document;
          or

     (b)  any  outstandings  of such  Borrower  under any Finance  Document  are
          repaid on the date such cessation takes place

and the relevant Borrower resigns as a Borrower under this Facility Agreement.

25.8     ERISA liabilities
     The  Parent  or any of its  ERISA  Affiliates  shall  incur,  or  shall  be
     reasonably  likely to incur  liability in excess of  US$50,000,000  (or its
     equivalent in another  currency or currencies) in the aggregate as a result
     of one or more of the following:

     (a)  the occurrence of any ERISA Event;

     (b)  the partial or complete  withdrawal  of the Parent or any of its ERISA
          Affiliates from a Multiemployer Plan; or

     (c)  the reorganisation or termination of a Multiemployer Plan.

25.9     Unlawfulness
     At any time an  Obligor  no  longer  has the  legal  power to  perform  its
     obligations  under the Finance  Documents  to which it is a party or to own
     its  assets  or to carry on its  business  or at any time it is or  becomes
     unlawful  for an Obligor or the Parent to perform or comply with any or all
     of its payment and other material obligations under any Finance Document to
     which  it is a party  or any of such  obligations  are not or  cease  to be
     legal, valid, binding and enforceable.

25.10    Repudiation
     An  Obligor  shall  repudiate  a  Finance  Document  or shall  evidence  an
     intention to repudiate a Finance Document.

25.11    Tax status
     A notice under Section 36 of the Tax Collection Act (Invorderingswet  1990)
     or section 16d of the Social Insurance  Coordination  Act)  (Coordinatiewet
     Sociale   Verzekeringen)  has  been  given  by  any  member  of  the  Group
     incorporated in the Netherlands.
25.12    Material adverse change
     Any event or circumstance shall occur which could reasonably be expected to
     have a material adverse effect on the ability of the Obligors to perform or
     comply with their payment obligations under the Finance Documents and their
     obligations under Clause 24 (Financial Covenant).

25.13    Acceleration
     On and at any time after the  occurrence  of an Event of Default  the Agent
     may,  and shall if so directed by the  Majority  Lenders,  by notice to the
     Company:

     (a)  cancel  the Total  Commitments  whereupon  they shall  immediately  be
          cancelled;

     (b)  declare that all or part of the Loans, together with accrued interest,
          and  all  other  amounts  accrued  under  the  Finance   Documents  be
          immediately due and payable,  whereupon they shall become  immediately
          due and payable; and/or

     (c)  declare that all or part of the Loans be payable on demand,  whereupon
          they shall  immediately  become  payable on demand by the Agent on the
          instructions of the Majority Lenders,

     provided,  however,  that in the event of an  actual or deemed  entry of an
     order  for  relief  with  respect  to  the  Parent  or  any  other  Obligor
     incorporated or organised under the laws of the United States of America or
     any  State  of the  United  States  of  America  under  the  United  States
     Bankruptcy Code shall occur, (A) the Total Commitments shall  automatically
     be cancelled  and (B) the Loans,  together with accrued  interest,  and all
     other  amounts  accrued  under the Finance  Documents  shall  automatically
     become and be due and payable, without presentment,  demand, protest or any
     notice  of any  kind,  all of which  are  hereby  expressly  waived  by the
     Obligors.
SECTION 9.

                             changes to the parties

26.      CHANGES TO THE LENDERS

26.1     Assignments and transfers by the Lenders

     Subject to this Clause 26, a Lender (the "Existing Lender") may:

     (a)  assign any of its rights; or

     (b)  transfer by novation any of its rights and obligations,

     to another bank or financial  institution (the "New Lender")  provided that
     if any Lender  assigns or  transfers  any of its  Commitment  it shall also
     transfer an equal proportion of the Loans and vice versa.

26.2     Conditions of assignment or transfer

     (a)  Unless an Event of Default has occurred and is continuing, the consent
          of the Company is required for an  assignment or transfer by a Lender,
          unless the assignment or transfer is to another Lender or an Affiliate
          of a Lender.

     (b)  The consent of the Company to an  assignment  or transfer  must not be
          unreasonably  withheld or delayed.  The Company will be deemed to have
          given its consent 10 Business  Days after the Lender has  requested it
          unless consent is expressly refused by the Company within that time.

     (c)  The consent of the Company to an  assignment  or transfer  must not be
          withheld  solely  because the  assignment or transfer may result in an
          increase to the Mandatory Cost.

     (d)  An  assignment  will  only be  effective  on  receipt  by the Agent of
          written  confirmation  from the New  Lender  (in  form  and  substance
          satisfactory  to the Agent)  that the New Lender  will assume the same
          obligations  to the other Finance  Parties as it would have been under
          if it was an Original Lender.

     (e)  A transfer  will only be effective if the  procedure set out in Clause
          26.5 (Procedure for transfer) is complied with.

     (f)  If:

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

          (ii) as a result of circumstances existing at the date the assignment,
               transfer or change occurs,  the Borrower would be obliged to make
               a payment  to the New  Lender or Lender  acting  through  its new
               Facility Office under Clause 16 (Tax gross-up and indemnities) or
               Clause 17 (Increased costs),
then the New Lender or Lender  acting  through its new  Facility  Office is
     only entitled to receive  payment under those Clauses to the same extent as
     the Existing  Lender or Lender acting through its previous  Facility Office
     would have been if the assignment, transfer or change had not occurred.

     (g)  If on the date the  assignment  or transfer  becomes  effective  it is
          required  such New  Lender is a  Professional  Market  Party,  the New
          Lender must make the explicit  declaration and  representation set out
          in paragraph 4 of the Transfer Certificate.

26.3     Assignment or transfer fee

     The New Lender  shall,  on the date upon which an  assignment  or  transfer
     takes effect, pay to the Agent (for its own account) a fee of EUR2,500.

26.4     Limitation of responsibility of Existing Lenders

     (a)  Unless expressly  agreed to the contrary,  an Existing Lender makes no
          representation  or  warranty  and assumes no  responsibility  to a New
          Lender for:

          (i)  the legality, validity, effectiveness, adequacy or enforceability
               of the Finance Documents or any other documents;

          (ii) the financial condition of any of the Obligors;

          (iii)the  performance and observance by any Obligor of its obligations
               under the Finance  Documents  to which it is a party or any other
               documents; or

          (iv) the accuracy of any statements  (whether written or oral) made in
               or in connection with any Finance Document or any other document,

     and any representations or warranties implied by law are excluded.

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

          (i)  has  made  (and  shall  continue  to  make)  its own  independent
               investigation  and  assessment  of the  financial  condition  and
               affairs of the  Obligors and its related  entities in  connection
               with  its  participation  in this  Agreement  and has not  relied
               exclusively  on any  information  provided to it by the  Existing
               Lender in connection with any Finance Document; and

          (ii) will  continue  to make  its  own  independent  appraisal  of the
               creditworthiness  of the Obligors and its related entities whilst
               any amount is or may be outstanding  under the Finance  Documents
               or any Commitment is in force.

     (c)  Nothing in any Finance Document obliges an Existing Lender to:

          (i)  accept a  re-transfer  from a New Lender of any of the rights and
               obligations assigned or transferred under this Clause 26; or
(ii) support  any losses  directly or  indirectly  incurred by the New
               Lender by reason of the  non-performance  by any  Obligor  of its
               obligations under the Finance Documents or otherwise.

26.5     Procedure for transfer

          (a)  Subject to the conditions  set out in Clause 26.2  (Conditions of
               assignment or transfer) a transfer is effected in accordance with
               paragraph  (b) below when the Agent  executes an  otherwise  duly
               completed  Transfer  Certificate  delivered to it by the Existing
               Lender and the New Lender.  The Agent shall within five  Business
               Days of receipt by it of a duly  completed  Transfer  Certificate
               appearing on its face to comply with the terms of this  Agreement
               and  delivered in  accordance  with the terms of this  Agreement,
               execute that Transfer Certificate.

          (b)  On the Transfer Date:

               (i)  to the extent that in the Transfer  Certificate the Existing
                    Lender   seeks  to  transfer  by  novation  its  rights  and
                    obligations under the Finance Documents each of the Obligors
                    and the  Existing  Lender  shall be  released  from  further
                    obligations  towards one another under the Finance Documents
                    and their  respective  rights  against one another  shall be
                    cancelled (being the "Discharged Rights and Obligations");

               (ii) each  of the  Obligors  and  the  New  Lender  shall  assume
                    obligations   towards  one  another  and/or  acquire  rights
                    against one another which differ from the Discharged  Rights
                    and  Obligations  only  insofar as that  Obligor and the New
                    Lender have  assumed  and/or  acquired  the same in place of
                    that Obligor and the Existing Lender;

               (iii)the Agent,  the Mandated Lead Arrangers,  the New Lender and
                    other  Lenders  shall acquire the same rights and assume the
                    same  obligations  between  themselves  as they  would  have
                    acquired  and  assumed  had the New Lender  been an Original
                    Lender  with  the  rights  and/or  obligations  acquired  or
                    assumed by it as a result of the transfer and to that extent
                    the Agent,  the  Mandated  Lead  Arrangers  and the Existing
                    Lender shall each be released  from further  obligations  to
                    each other under this Agreement; and

               (iv) the New Lender shall become a Party as a "Lender".

26.6     Copy of Transfer Certificate to Company

          The  Agent  shall,  as soon as  reasonably  practicable  after  it has
          executed a Transfer  Certificate,  send to the  Company a copy of that
          Transfer Certificate.

26.7     Disclosure of information

          Any Lender may disclose to any of its Affiliates and any other person:
(a)  to (or  through)  whom  that  Lender  assigns  or  transfers  (or  may
          potentially  assign  or  transfer)  all  or  any  of  its  rights  and
          obligations under this Agreement;

     (b)  with (or  through)  whom that Lender  enters into (or may  potentially
          enter  into)  any  sub-participation  in  relation  to,  or any  other
          transaction  under which payments are to be made by reference to, this
          Agreement or any Obligor; or

     (c)  to  whom,  and to the  extent  that,  information  is  required  to be
          disclosed by any applicable law or regulation,

          any information about any Obligor, the Group and the Finance Documents
          as that Lender shall consider appropriate.

27.      CHANGES TO THE OBLIGORS

27.1     Assignment and transfers by Obligors
          No Obligor may assign any of its rights or transfer  any of its rights
          or obligations under the Finance Documents.

27.2     Additional Borrowers

 27.2.1   Subject to compliance  with the  provisions  of Clauses  23.15.3 and
          23.15.4 of Clause 23.15 ("Know your customer" checks),  the Parent may
          request  that  any  of  its  wholly  owned  Subsidiaries   becomes  an
          Additional  Borrower.  That  Subsidiary  shall  become  an  Additional
          Borrower if:

          (a)  in  the  case  of a  Subsidiary  which  is  not  incorporated  or
               organised in an OECD  Jurisdiction,  all the Lenders  approve the
               addition of that Subsidiary;

          (b)  in the case of a Subsidiary which is incorporated or organised in
               an OECD  Jurisdiction,  the Majority Lenders approve the addition
               of that Subsidiary

          (c)  the Parent  delivers to the Agent a duly  completed  and executed
               Accession Letter;

          (d)  the Parent  confirms that no Default is continuing or would occur
               as a result of that Subsidiary  becoming an Additional  Borrower;
               and

          (e)  the Agent has received all of the  documents  and other  evidence
               listed in Part B of Schedule 2 (Conditions precedent) in relation
               to  that  Additional   Borrower,   each  in  form  and  substance
               satisfactory to the Agent.

 27.2.2   The Agent  shall  notify the Parent and the  Lenders  promptly  upon
          being   satisfied   that  it  has  received  (in  form  and  substance
          satisfactory  to it) all the  documents and other  evidence  listed in
          Part B of Schedule 2 (Conditions precedent).

27.3     Repetition of Representations
          Delivery  of an  Accession  Letter  constitutes  confirmation  by  the
          relevant Subsidiary that the representations and warranties  contained
          in Clause 22  (Representations  and Warranties),  other than those set
          out in the  last  sentence  of  Clause  22.5  (Financial  Statements),
paragraph (a) of Clause 22.6 (No  proceedings  pending or  threatened)
          and  paragraphs  (a),  (b)  and (c) of  Clause  22.10  (No  misleading
          information), are true and correct in relation to it as at the date of
          delivery as if made by reference to the facts and  circumstances  then
          existing.

27.4     Resignation of a Borrower

     (a)  The Company may request that a Borrower (other than the Company or the
          Parent)  ceases  to  be a  Borrower  by  delivering  to  the  Agent  a
          Resignation Letter.

     (b)  The Agent shall accept a Resignation Letter and notify the Company and
          the Lenders of its acceptance if:

          (i)  no Default is continuing  or would result from the  acceptance of
               the Resignation Letter (and the Company has confirmed this is the
               case); and

          (ii) the Borrower is under no actual or  contingent  obligations  as a
               Borrower under any Finance Documents,

               Whereupon  that  company  shall cease to be a Borrower  and shall
               have no further rights or obligation under the Finance Documents.
SECTION 10.

                               THE FINANCE PARTIES

28.      ROLE OF THE AGENT AND THE MANDATED LEAD ARRANGERS

28.1     Appointment of the Agent

          (a)  Each of the Mandated Lead Arrangers and the Lenders  appoints the
               Agent  to act as its  agent  under  and in  connection  with  the
               Finance Documents.

          (b)  Each of the Mandated Lead  Arrangers  and the Lenders  authorises
               the  Agent  to  exercise  the  rights,  powers,  authorities  and
               discretions   specifically   given  to  the  Agent  under  or  in
               connection  with the Finance  Documents  together  with any other
               incidental rights, powers, authorities and discretions.

28.2     Duties of the Agent

          (a)  The Agent  shall  promptly  forward to a Party the  original or a
               copy of any  document  which is  delivered  to the Agent for that
               Party by any other Party.

          (b)  If the  Agent  receives  notice  from a Party  referring  to this
               Agreement, describing a Default and stating that the circumstance
               described is a Default, it shall promptly notify the Lenders.

          (c)  The Agent  shall  promptly  notify  the  Lenders  of any  Default
               arising under Clause 25.1 (Non-payment).

          (d)  The  Agent's  duties  under  the  Finance  Documents  are  solely
               mechanical and administrative in nature.

28.3     Role of the Mandated Lead Arrangers

     Except as  specifically  provided  in the  Finance  Documents,  none of the
     Mandated  Lead  Arrangers  has  obligations  of any kind to any other Party
     under or in connection with any Finance Document.

28.4     No fiduciary duties

          (a)  Nothing in this Agreement  constitutes  the Agent or the Mandated
               Lead Arrangers as a trustee or fiduciary of any other person.

          (b)  Neither the Agent nor the Mandated Lead Arrangers  shall be bound
               to account to any Lender for any sum or the profit element of any
               sum received by it for its own account.

28.5     Business with the Group

     The Agent and the Mandated Lead Arrangers may accept  deposits  from,  lend
     money to and generally engage in any kind of banking or other business with
     any member of the Group.
28.6     Rights and discretions of the Agent

          (a)  The Agent may rely on:

               (i)  any representation,  notice or document believed by it to be
                    genuine, correct and appropriately authorised; and

               (ii) any statement  made by a director,  authorised  signatory or
                    employee  of any  person  regarding  any  matters  which may
                    reasonably  be assumed to be within his  knowledge or within
                    his power to verify.

     (b)  The Agent may assume (unless it has received notice to the contrary in
          its capacity as agent for the Lenders) that:

          (i)  no Default  has  occurred  (unless it has actual  knowledge  of a
               Default arising under Clause 25.1 (Non-payment));

          (ii) any right, power,  authority or discretion vested in any Party or
               the Majority Lenders has not been exercised; and

          (iii)any  notice  or  request  made  by  the  Company  (other  than  a
               Utilisation  Request)  is made on behalf of and with the  consent
               and knowledge of all the Obligors.

     (c)  The Agent may  engage,  pay for and rely on the advice or  services of
          any lawyers, accountants, surveyors or other experts.

     (d)  The Agent may act in  relation to the  Finance  Documents  through its
          personnel and agents.

28.7     Majority Lenders' instructions

     (a)  Unless a contrary indication appears in a Finance Document,  the Agent
          shall (a) act in accordance with any  instructions  given to it by the
          Majority  Lenders  (or,  if so  instructed  by the  Majority  Lenders,
          refrain  from acting or  exercising  any right,  power,  authority  or
          discretion  vested in it as Agent)  and (b) not be liable  for any act
          (or  omission)  if it acts (or  refrains  from  taking any  action) in
          accordance with such an instruction of the Majority Lenders.

     (b)  Unless a  contrary  indication  appears  in a  Finance  Document,  any
          instructions  given by the Majority Lenders will be binding on all the
          Lenders and the Mandated Lead Arrangers.

     (c)  The Agent may refrain from acting in accordance with the  instructions
          of the Majority Lenders (or, if appropriate, the Lenders) until it has
          received  such  security  as it may  require  for  any  cost,  loss or
          liability  (together  with any  associated  VAT) which it may incur in
          complying with the instructions.
(d)  In the absence of  instructions  from the  Majority  Lenders,  (or, if
          appropriate,  the  Lenders)  the Agent may act (or refrain from taking
          action) as it considers to be in the best interest of the Lenders.

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

28.8     Responsibility for documentation

     Neither the Agent nor any of the Mandated Lead Arrangers:

     (a)  is responsible for the adequacy,  accuracy and/or  completeness of any
          information  (whether  oral  or  written)  supplied  by the  Agent,  a
          Mandated Lead Arranger,  an Obligor or any other person given in or in
          connection with any Finance Document or the Information Memorandum; or

     (b)  is responsible for the legality, validity, effectiveness,  adequacy or
          enforceability  of  any  Finance  Document  or  any  other  agreement,
          arrangement or document entered into, made or executed in anticipation
          of or in connection with any Finance Document.

28.9     Exclusion of liability

     (a)  Without limiting paragraph (b) below, the Agent will not be liable for
          any  action  taken  by it  under or in  connection  with  any  Finance
          Document,  unless  directly  caused by its gross  negligence or wilful
          misconduct.

     (b)  No Party may take any  proceedings  against any  officer,  employee or
          agent of the Agent in respect of any claim it might have  against  the
          Agent  or in  respect  of any  act or  omission  of any  kind  by that
          officer, employee or agent in relation to any Finance Document and any
          officer,  employee  or agent  of the  Agent  may  rely on this  Clause
          subject to Clause 1.6 (Third Party  Rights) and the  provisions of the
          Third Parties Act.

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

28.10    Lenders' indemnity to the Agent

     Each Lender shall (in proportion to its share of the Total  Commitments or,
     if the  Total  Commitments  are  then  zero,  to  its  share  of the  Total
     Commitments  immediately  prior to their  reduction to zero)  indemnify the
     Agent,  within three  Business  Days of demand,  against any cost,  loss or
     liability incurred by the Agent (and the Agent shall refund such payment if
     the Lenders can prove that such cost,  loss or  liability  was  incurred by
reason of the Agent's gross  negligence or wilful  misconduct) in acting as
     Agent under the Finance  Documents (unless the Agent has been reimbursed by
     an Obligor pursuant to a Finance Document).

28.11    Resignation of the Agent

     (a)  The Agent may resign and appoint one of its Affiliates as successor by
          giving notice to the Lenders and the Borrower.

     (b)  Alternatively the Agent may resign by giving notice to the Lenders and
          the Company,  in which case the Majority  Lenders (after  consultation
          with the Company) may appoint a successor Agent.

     (c)  If the  Majority  Lenders  have not  appointed  a  successor  Agent in
          accordance  with  paragraph  (b) above  within 30 days after notice of
          resignation was given, the Agent (after consultation with the Company)
          may appoint a successor Agent.

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

     (e)  The  Agent's  resignation  notice  shall  only  take  effect  upon the
          appointment of a successor.

     (f)  Upon the  appointment  of a  successor,  the  retiring  Agent shall be
          discharged  from any  further  obligation  in respect  of the  Finance
          Documents but shall remain  entitled to the benefit of this Clause 28.
          Its successor and each of the other Parties shall have the same rights
          and  obligations  amongst  themselves  as they  would have had if such
          successor had been an original Party.

     (g)  After  consultation  with the Company,  the  Majority  Lenders may, by
          notice to the Agent, require it to resign in accordance with paragraph
          (b) above.  In this event,  the Agent shall resign in accordance  with
          paragraph (b) above.

28.12    Confidentiality

     (a)  In  acting  as agent  for the  Finance  Parties,  the  Agent  shall be
          regarded as acting through its agency  division which shall be treated
          as a separate entity from any other of its divisions or departments.

     (b)  If  information  is received by another  division or department of the
          Agent,  it  may  be  treated  as  confidential  to  that  division  or
          department and the Agent shall not be deemed to have notice of it.

     (c)  Notwithstanding  any other  provision  of any Finance  Document to the
          contrary,  neither the Agent nor any of the Mandated Lead Arrangers is
          obliged  to  disclose  to  any  other  person  (i)  any   confidential
          information or (ii) any other  information if the disclosure  would or
          might in its  reasonable  opinion  constitute a breach of any law or a
          breach of a fiduciary duty.
28.13    Relationship with the Lenders

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

     (b)  Each Lender  shall supply the Agent with any  information  required by
          the Agent in order to calculate the Mandatory Cost in accordance  with
          Schedule 4 (Mandatory Cost formulae).

28.14    Credit appraisal by the Lenders

     Without  affecting  the  responsibility  of  any  Obligor  for  information
     supplied by it or on its behalf in  connection  with any Finance  Document,
     each  Lender  confirms  to the  Agent  and to  each  of the  Mandated  Lead
     Arrangers that it has been, and will continue to be, solely responsible for
     making its own independent appraisal and investigation of all risks arising
     under or in connection with any Finance Document  including but not limited
     to:

     (a)  the  financial  condition,  status  and  nature of each  member of the
          Group;

     (b)  the legality, validity,  effectiveness,  adequacy or enforceability of
          any Finance Document and any other agreement,  arrangement or document
          entered  into,  made or  executed  in  anticipation  of,  under  or in
          connection with any Finance Document;

     (c)  whether  that Lender has  recourse,  and the nature and extent of that
          recourse,  against any Party or any of its respective  assets under or
          in connection with any Finance Document, the transactions contemplated
          by the  Finance  Documents  or any  other  agreement,  arrangement  or
          document  entered into, made or executed in anticipation  of, under or
          in connection with any Finance Document; and

     (d)  the  adequacy,   accuracy  and/or   completeness  of  the  Information
          Memorandum and any other information  provided by the Agent, any Party
          or by any  other  person  under  or in  connection  with  any  Finance
          Document,  the transactions  contemplated by the Finance  Documents or
          any other  agreement,  arrangement or document  entered into,  made or
          executed in  anticipation  of, under or in connection with any Finance
          Document.

28.15    Agent's Management Time

     Any amount payable to the Agent under Clause 18.3 (Indemnity to the Agent),
     Clause 20 (Costs and expenses) and Clause 28.10 (Lenders'  indemnity to the
     Agent) shall include the cost of utilising the Agent's  management  time or
     other  resources  and will be  calculated  on the basis of such  reasonable
     daily or  hourly  rates as the Agent may  notify  to the  Borrower  and the
     Lenders,  and is in  addition to any fee paid or payable to the Agent under
     Clause 15 (Fees).

29.      CONDUCT OF BUSINESS BY THE FINANCE PARTIES
No provision of this Agreement will:

     (a)  interfere  with the right of any Finance  Party to arrange its affairs
          (tax or otherwise) in whatever manner it thinks fit;

     (b)  oblige any Finance Party to investigate  or claim any credit,  relief,
          remission or repayment available to it or the extent, order and manner
          of any claim; or

     (c)  oblige any Finance Party to disclose any  information  relating to its
          affairs (tax or otherwise) or any computations in respect of Tax.

30.      SHARING AMONG THE LENDERS

30.1     Payments to Lenders

     If a Lender (a "Recovering Lender") receives or recovers any amount from an
     Obligor other than in  accordance  with Clause 31 (Payment  mechanics)  and
     applies that amount to a payment due under the Finance Documents then:

     (a)  the  Recovering  Lender  shall,  within three  Business  Days,  notify
          details of the receipt or recovery, to the Agent;

     (b)  the Agent shall determine whether the receipt or recovery is in excess
          of the  amount  the  Recovering  Lender  would  have been paid had the
          receipt or recovery been received or made by the Agent and distributed
          in  accordance  with Clause 31  (Payment  mechanics),  without  taking
          account of any Tax which  would be imposed on the Agent in relation to
          the receipt, recovery or distribution; and

     (c)  the Recovering  Lender shall,  within three Business Days of demand by
          the Agent, pay to the Agent an amount (the "Sharing Payment") equal to
          such receipt or recovery  less any amount  which the Agent  determines
          may be retained by the  Recovering  Lender as its share of any payment
          to be made, in accordance with Clause 31.5 (Partial payments).

30.2     Redistribution of payments

     The Agent  shall  treat the  Sharing  Payment as if it had been paid by the
     relevant  Obligor and distribute it between the Finance Parties (other than
     the Recovering Lender) in accordance with Clause 31.5 (Partial payments).

30.3     Recovering Lender's rights

     (a)  On a distribution  by the Agent under Clause 30.2  (Redistribution  of
          payments),  the Recovering  Lender will be subrogated to the rights of
          the Finance Parties which have shared in the redistribution.

     (b)  If and to the extent that the Recovering Lender is not able to rely on
          its rights under  paragraph (a) above,  the relevant  Obligor shall be
          liable  to the  Recovering  Lender  for a debt  equal  to the  Sharing
          Payment which is immediately due and payable.
30.4     Reversal of redistribution

     If any part of the Sharing  Payment  received or  recovered by a Recovering
     Lender becomes repayable and is repaid by that Recovering Lender, then:

     (a)  each Lender which has received a share of the relevant Sharing Payment
          pursuant to Clause  30.2  (Redistribution  of  payments)  shall,  upon
          request of the Agent,  pay to the Agent for account of that Recovering
          Lender an amount equal to its share of the Sharing  Payment  (together
          with an amount as is necessary to reimburse that Recovering Lender for
          its  proportion  of any  interest  on the Sharing  Payment  which that
          Recovering Lender is required to pay); and

     (b)  that  Recovering  Lender's  rights of  subrogation  in  respect of any
          reimbursement  shall be  cancelled  and the  relevant  Obligor will be
          liable to the reimbursing Lender for the amount so reimbursed.

30.5     Exceptions

     (a)  This  Clause  30 shall  not apply to the  extent  that the  Recovering
          Lender would not,  after  making any payment  pursuant to this Clause,
          have a valid and enforceable claim against the relevant Obligor.

     (b)  A Recovering  Lender is not obliged to share with any other Lender any
          amount  which the  Recovering  Lender has  received or  recovered as a
          result of taking legal or arbitration proceedings, if:

          (i)  it  notified  the  other  Lenders  of the  legal  or  arbitration
               proceedings; and

          (ii) the other Lender had an opportunity to participate in those legal
               or  arbitration  proceedings  but  did  not  do  so  as  soon  as
               reasonably  practicable  having  received  notice or did not take
               separate legal or arbitration proceedings.
SECTION 11.

                                 ADMINISTRATION

31.      PAYMENT MECHANICS

31.1     Payments to the Agent

          (a)  On each date on which an Obligor or a Lender is  required to make
               a payment under a Finance Document,  that Obligor or the relevant
               Lender  shall  make the same  available  to the  Agent  (unless a
               contrary  indication  appears in a Finance Document) for value on
               the due date at the time and in such funds specified by the Agent
               as being  customary at the time for settlement of transactions in
               the relevant currency in the place of payment.

          (b)  Payment shall be made to such account in the principal  financial
               centre of the country of that  currency (or, in relation to euro,
               in a principal  financial centre in a Participating  Member State
               or London) with such bank as the Agent specifies.

31.2     Distributions by the Agent

     Each payment received by the Agent under the Finance  Documents for another
     Party  shall,  subject to Clause 31.3  (Distributions  to an  Obligor)  and
     Clause  31.4  (Clawback)  be  made  available  by  the  Agent  as  soon  as
     practicable  after  receipt to the Party  entitled  to  receive  payment in
     accordance with this Agreement (in the case of a Lender, for the account of
     its Facility Office), to such account as that Party may notify to the Agent
     by not less than five  Business  Days' notice with a bank in the  principal
     financial  centre of the country of that currency (or, in relation to euro,
     in the  principal  financial  centre  of a  Participating  Member  State or
     London).

31.3     Distributions to an Obligor

     The Agent may (with the consent of the Obligor or in accordance with Clause
     32  (Set-off))  apply any  amount  received  by it for that  Obligor  in or
     towards  payment (on the date and in the  currency and funds of receipt) of
     any amount  due from that  Obligor  under the  Finance  Documents  or in or
     towards purchase of any amount of any currency to be so applied.

31.4     Clawback

          (a)  Where  a sum  is to be  paid  to  the  Agent  under  the  Finance
               Documents for another Party, the Agent is not obliged to pay that
               sum to that other  Party (or to enter into or perform any related
               exchange  contract)  until it has been able to  establish  to its
               satisfaction that it has actually received that sum.

          (b)  If the Agent pays an amount to another  Party and it proves to be
               the case that the Agent had not  actually  received  that amount,
               then the  Party  to whom  that  amount  (or the  proceeds  of any
               related exchange  contract) was paid by the Agent shall on demand
               refund  the same to the  Agent  together  with  interest  on that
               amount  from the date of  payment  to the date of  receipt by the
               Agent, calculated by the Agent to reflect its cost of funds.
31.5     Partial payments

     (a)  If the Agent receives a payment that is  insufficient to discharge all
          the  amounts  then due and  payable  by an Obligor  under the  Finance
          Documents,  the Agent shall apply that payment towards the obligations
          of that Obligor under the Finance Documents in the following order:

               (i)  first,  in or towards  payment pro rata of any unpaid  fees,
                    costs  and  expenses  of the  Agent  and the  Mandated  Lead
                    Arrangers under the Finance Documents;

               (ii) secondly,  in or  towards  payment  pro rata of any  accrued
                    interest or commission due but unpaid under this Agreement;

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

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

     (b)  The Agent  shall,  if so directed by the  Majority  Lenders,  vary the
          order set out in paragraphs (a)(ii) to (iv) above.

     (c)  Paragraphs (a) and (b) above will override any  appropriation  made by
          an Obligor.

31.6     No set-off by the Obligors

     All payments to be made by an Obligor under the Finance  Documents shall be
     calculated  and be made without (and free and clear of any  deduction  for)
     set-off or counterclaim.

31.7     Business Days

     (a)  Any  payment  which is due to be made on a day that is not a  Business
          Day shall be made on the next Business Day in the same calendar  month
          (if there is one) or the preceding Business Day (if there is not).

     (b)  During any  extension of the due date for payment of any  principal or
          an  Unpaid  Sum  under  this  Agreement  interest  is  payable  on the
          principal or Unpaid Sum at the rate payable on the original due date.

31.8     Currency of account

     (a)  Subject to  paragraphs  (b) to (e)  below,  the Base  Currency  is the
          currency of account and payment for any sum due from an Obligor  under
          any Finance Document.

     (b)  A repayment  of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum
          shall be made in the  currency  in which  that Loan or  Unpaid  Sum is
          denominated on its due date.
(c)  Each  payment of interest  shall be made in the  currency in which the
          sum in respect of which the interest is payable was  denominated  when
          that interest accrued.

     (d)  Each  payment in respect of costs,  expenses or Taxes shall be made in
          the currency in which the costs, expenses or Taxes are incurred.

     (e)  Any amount  expressed to be payable in a currency  other than the Base
          Currency shall be paid in that other currency.

31.9     Change of currency

     (f)  Unless  otherwise  prohibited  by law,  if more than one  currency  or
          currency  unit are at the same time  recognised by the central bank of
          any country as the lawful currency of that country, then:

          (i)  any reference in the Finance  Documents  to, and any  obligations
               arising  under the  Finance  Documents  in, the  currency of that
               country  shall be  translated  into,  or paid in, the currency or
               currency  unit of that  country  designated  by the Agent  (after
               consultation with the Borrower); and

          (ii) 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  Agent  (acting
               reasonably).

     (g)  If a change in any currency of a country occurs,  this Agreement will,
          to the extent the Agent (acting reasonably and after consultation with
          the Borrower) specifies to be necessary, be amended to comply with any
          generally  accepted  conventions  and market  practice in the Relevant
          Interbank Market and otherwise to reflect the change in currency.

32.      SET-OFF

     A Finance  Party may set off any  matured  obligation  due from an  Obligor
     under the  Finance  Documents  (to the  extent  beneficially  owned by that
     Finance Party) against any matured obligation owed by that Finance Party to
     that  Obligor,  regardless  of the  place of  payment,  booking  branch  or
     currency  of  either  obligation.  If  the  obligations  are  in  different
     currencies,  the Finance  Party may convert  either  obligation at a market
     rate of  exchange in its usual  course of  business  for the purpose of the
     set-off.

33.      NOTICES

33.1     Communications in writing

     Any  communication  to be made  under or in  connection  with  the  Finance
     Documents shall be made in writing and,  unless  otherwise  stated,  may be
     made by fax, letter, electronic mail or telex.

33.2     Addresses
The address, fax number,  electronic mail address and telex number (and the
     department or officer,  if any, for whose attention the communication is to
     be made) of each  Party for any  communication  or  document  to be made or
     delivered under or in connection with the Finance Documents is:

     (a)  in the case of the  Borrowers,  the  Parent  and the  Guarantor,  that
          identified with their names below;

     (b)  in the case of each Lender that notified in writing to the Agent on or
          prior to the date on which it becomes a Party; and

     (c)  in the  case  of the  Agent,  the  Euro  Swingline  Agent  and  the US
          Swingline Agent, that identified with their names below,

     or any  substitute  address,  fax number,  electronic  mail address,  telex
     number or  department  or  officer as the Party may notify to the Agent (or
     the Agent  may  notify  to the  other  Parties,  if a change is made by the
     Agent) by not less than five Business Days' notice.

33.3     Delivery

     (a)  Any  communication  or  document  made or  delivered  by one person to
          another under or in connection with the Finance Documents will only be
          effective:

          (i)  if by way of fax, when received in legible form; or

          (ii) if by way of  letter,  when  it has  been  left  at the  relevant
               address or five Business  Days after being  deposited in the post
               postage  prepaid in an envelope  addressed to it at that address;
               or

          (iii)if by way of telex, when despatched,  but only if, at the time of
               transmission,  the correct answerback appears at the start and at
               the end of the sender's copy of the notice; or

          (iv) if by way of electronic  mail when  actually  received in legible
               form,

     and, if a  particular  department  or officer is  specified  as part of its
     address  details  provided under Clause 33.2  (Addresses),  if addressed to
     that department or officer.

     (b)  Any  communication  or document to be made or  delivered  to the Agent
          will be effective  only when  actually  received by the Agent and then
          only if it is expressly  marked for the attention of the department or
          officer identified with the Agent's signature below (or any substitute
          department or officer as the Agent shall specify for this purpose).

     (c)  All notices from or to an Obligor shall be sent through the Agent.

     (d)  Any  communication  or document  made or  delivered  to the Company in
          accordance  with  this  Clause  will be  deemed  to have  been made or
          delivered to each Obligor.
33.4    Notification  of address,  fax number,  electronic  mail  address and
        telex number

     Promptly upon receipt of notification of an address, fax number, electronic
     mail address and telex number or change of address, fax number,  electronic
     mail  address  or telex  number  pursuant  to Clause  33.2  (Addresses)  or
     changing  its own  address,  fax number,  electronic  mail address or telex
     number, the Agent shall notify the other Parties.

33.5     English language

     (a)  Any notice given under or in connection with any Finance Document must
          be in English.

     (b)  All other  documents  provided under or in connection with any Finance
          Document must be:

          (i)  in English; or

          (ii) if not in English,  and if so required by the Agent,  accompanied
               by a certified English translation and, in this case, the English
               translation will prevail unless the document is a constitutional,
               statutory or other official document.

34. CALCULATIONS AND CERTIFICATES

34.1     Accounts

     In  any  litigation  or  arbitration  proceedings  arising  out  of  or  in
     connection  with a  Finance  Document,  the  entries  made in the  accounts
     maintained  by a Finance  Party are prima facie  evidence of the matters to
     which they relate.

34.2     Certificates and Determinations

     Any  certification  or determination by a Finance Party of a rate or amount
     under any Finance Document is, in the absence of manifest error, conclusive
     evidence of the matters to which it relates.

34.3     Day count convention

     Any  interest,  commission  or fee accruing  under a Finance  Document will
     accrue from day to day and is  calculated on the basis of the actual number
     of days  elapsed and a year of 360 days or, in any case where the  practice
     in the Relevant  Interbank  Market differs,  in accordance with that market
     practice.

 35. PARTIAL INVALIDITY

     If, at any time,  any  provision  of the  Finance  Documents  is or becomes
     illegal,  invalid  or  unenforceable  in any  respect  under any law of any
     jurisdiction,  neither  the  legality,  validity or  enforceability  of the
     remaining  provisions nor the legality,  validity or enforceability of such
     provision  under  the  law of any  other  jurisdiction  will  in any way be
     affected or impaired.
36.      REMEDIES AND WAIVERS

     No failure to  exercise,  nor any delay in  exercising,  on the part of any
     Finance  Party,  any right or  remedy  under the  Finance  Documents  shall
     operate as a waiver,  nor shall any single or partial exercise of any right
     or remedy  prevent  any further or other  exercise  or the  exercise of any
     other right or remedy.  The rights and remedies  provided in this Agreement
     are cumulative and not exclusive of any rights or remedies provided by law.

37.      AMENDMENTS AND WAIVERS

37.1     Required consents

          (a)  Subject  to  Clause  37.2  (Exceptions)  any term of the  Finance
               Documents  may be amended or waived  only with the consent of the
               Majority  Lenders  and the  Obligors  and any such  amendment  or
               waiver will be binding on all Parties.

          (b)  The  Agent  may  effect,  on behalf  of any  Finance  Party,  any
               amendment or waiver permitted by this Clause.

37.2     Exceptions

          (a)  An  amendment  or waiver that has the effect of changing or which
               relates to:

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

               (ii) an  extension to the date of payment of any amount under the
                    Finance Documents;

               (iii)a reduction  in the  Applicable  Margin or the amount of any
                    payment of principal, interest, fees or commission payable;

               (iv) an increase in or an extension of any Commitment (other than
                    in accordance with Clause 11 (Extension of the Facility));

               (v)  a change  to or a  release  of any  Obligor,  other  than as
                    contemplated  by Clause 27.4  (Resignation of a Borrower) or
                    permitted  with Majority  Lender consent by paragraph (b) of
                    Clause 27.2 (Additional Borrowers);

               (vi) any provision  which  expressly  requires the consent of all
                    the Lenders;

               (vii)Clause  2.2  (Lenders'  rights and  obligations),  Clause 26
                    (Changes to the Lenders) or this Clause 37; or

               (viii) Clauses 30 (Sharing  among the Lenders) and 31.5  (Partial
                    payments) or any provision  requiring the pro rata nature of
                    disbursements by or payments to the Lenders,

          shall not be made without the prior consent of all the Lenders.
(b)  An amendment or waiver which relates to the rights or obligations
               of the Agent or the Mandated  Lead  Arrangers may not be effected
               without the consent of the Agent or the Mandated Lead Arrangers.

38.      COUNTERPARTS

        Each Finance Document may be executed in any number of counterparts, and
        this has the same effect as if the signatures on the counterparts were
        on a single copy of the Finance Document.
SECTION 12.

                          governing law and enforcement

39.      GOVERNING LAW

          This Agreement is governed by English law.

40.      ENFORCEMENT

40.1     Jurisdiction of English courts

     (a)  The  courts of  England  have  exclusive  jurisdiction  to settle  any
          dispute arising out of or in connection with this Agreement (including
          a dispute  regarding the  existence,  validity or  termination of this
          Agreement) (a "Dispute").

     (b)  The Parties agree that the courts of England are the most  appropriate
          and convenient courts to settle Disputes and accordingly no Party will
          argue to the contrary.

     (c)  This Clause 40.1 is for the benefit of the Finance  Parties only. As a
          result,  no Finance Party shall be prevented  from taking  proceedings
          relating to a Dispute in any other  courts with  jurisdiction.  To the
          extent  allowed  by law,  the  Finance  Parties  may  take  concurrent
          proceedings in any number of jurisdictions.

40.2     Service of process

     Without  prejudice to any other mode of service  allowed under any relevant
     law, each Obligor:

     (a)  irrevocably  appoints  International  Flavours & Fragrances IFF (Great
          Britain)  Ltd.  as its agent for service of process in relation to any
          proceedings  before the English courts in connection  with any Finance
          Document; and

     (b)  agrees that failure by a process agent to notify the relevant  Obligor
          of the process will not invalidate the proceedings concerned.

40.3     Waiver of Immunity

     Each Obligor waives generally all immunity it or its assets or revenues may
     otherwise have in any jurisdiction, including immunity in respect of:

  40.3.1  the giving of any relief by way of  injunction or order for specific
          performance or for the recovery of assets or revenues; and
40.3.2  the issue of any  process  against  its assets or  revenues  for the
          enforcement  of a judgment  or, in an action in rem,  for the  arrest,
          detention or sale of any of its assets and revenues.

41.      COMPLETE AGREEMENT

     The Finance Documents contain the complete agreement between the Parties on
     the  matters to which  they  relate and  supersede  all prior  commitments,
     agreements and understandings, whether written or oral, on those matters.

This Agreement has been entered into on the date stated at the beginning of this
Agreement.
SCHEDULE 1

                              THE ORIGINAL PARTIES

                                     Part A
                             The Original Borrowers
Original Tranche A Borrower             Relevant Jurisdiction        Registration  Number     (or
                                                                     equivalent, if any)
International Flavors & Fragrances,     New York (US)                -
Inc.

Original Tranche B Borrowers                                         Registration  Number     (or
                                                                     equivalent, if any)

International Flavors & Fragrances      Luxembourg                   B 79234
(Luxembourg) S.a.r.l.

International Flavors & Fragrances      The Netherlands              32001848
I.F.F. (Nederland) B.V.

International Flavors & Fragrances      The Netherlands              32082880
(Nederland) Holding B.V.

Irish Flavours and Fragrances Ltd       Ireland                      60601

IFF Benicarlo SA                        Spain                        CS-889

International Flavours & Fragrances     England                      00214174
I.F.F. (Great Britain) Ltd.

Bush Boake Allen Holdings (UK) Ltd.     England                      1648477
Part BI
                              The Original Lenders
Name of Original Lender                                  Tranche A Commitment         Tranche B Commitment
                                                                (US$) (EUR)
Citibank, N.A., New York Branch                               37,383,512                        -
Fortis Capital Corp                                           37,383,512                        -
Fortis Bank (Nederland) N.V.                                      -                        42,724,015
Bank of America, N.A.                                         28,602,151                        -
Bank of Tokyo-Mitsubishi Trust Company                        28,602,151                        -
BNP Paribas Amsterdam Branch                                  28,602,151                   32,688,172
ING Capital LLC                                               28,602,151                        -
JPMorgan Chase Bank, N.A.                                     28,602,151
Wachovia Bank, National Association                           28,602,151                   32,688,172
Banco Bilbao Vizcaya Argentaria S.A.                          20,071,685                   22,939,068
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA            20,071,685                   22,939,068
Banca Nazionale del Lavoro S.p.A., New York Branch            11,189,964                        -
Banque LBLux S.A.                                             11,189,964                   12,788,530
Sanpaolo IMI Bank Ireland PLC                                 11,189,964                   12,788,530
Societe Generale, New York Branch                             11,189,964                        -
Standard Chartered Bank                                       11,189,964                   12,788,530
The Bank of New York, Grand Cayman Island                     7,526,880                     8,602,152
Banca Nazionale del Lavoro S.p.A., London Branch                  -                        12,788,530
Banc of America Securities Limited                                -                        32,688,172
Bank of Tokyo-Mitsubishi (Holland) NV                             -                        32,688,172
Citibank International plc, London                                -                        42,724,015
ING Bank N.V.                                                     -                        32,688,172
J.P. Morgan Europe Limited                                        -                        32,688,172
Societe Generale, Paris Branch                                    -                        12,788,530
                                                           US$ 350,000,000               EUR 400,000,000
Part BII
                         The Original Swingline Lenders
Name of Original Swingline Lender                          Dollar Swingline         Euro Swingline Commitment
                                                              Commitment                      (EUR)
                                      (US$)
Citibank, N.A., New York Branch                               7,586,557                         -
Fortis Capital Corporation                                    7,586,557                         -
Bank of America, N.A.                                         5,804,481                         -
Bank of Tokyo-Mitsubishi Trust Company                        5,804,481                         -
BNP Paribas                                                   5,804,481                         -
JPMorgan Chase Bank, N.A.                                     5,804,481                         -
Wachovia Bank, National Association                           5,804,481                     5,804,481
Banc of America Securities Limited                                -                         5,804,481
Bank of Tokyo-Mitsubishi (Holland) NV                             -                         5,804,481
BNP Paribas Amsterdam Branch                                      -                         5,804,481
Citibank International plc, London                                -                         7,586,557
Fortis Bank (Nederland) N.V.                                      -                         7,586,557
ING Bank N.V.                                                 5,804,481                     5,804,481
J.P. Morgan Europe Limited                                        -                         5,804,481
TOTAL                                                       US$ 50,000,000               EUR 50,000,000
SCHEDULE 2

                              CONDITIONS PRECEDENT

                                     Part A
                   Conditions Precedent to Initial Utilisation

     1.   Obligors and Parent

          (a)  A copy of the up-to-date  constitutional documents (including, in
               relation to IFF Benicarlo  S.A., its up-to-date  by-laws) of each
               Original Borrower.

          (b)  In respect  of each  Dutch  Obligor,  a copy of the  articles  of
               association  (statuten)  and deed of  incorporation  (oprichtings
               akte) of each Dutch  Obligor  as well as an extract  (uittreksel)
               from the relevant  Chamber of Commerce  (Kamer van Koophandel) of
               such Dutch Obligor(s).

          (c)  A  copy  of  the  certificate  of  incorporation  of  the  Parent
               certified a true copy by the Secretary of State of New York on or
               about the date hereof.

          (d)  A copy of the by-laws of the Parent.

          (e)  A  certificate  of good standing in relation to the Parent issued
               by the  Secretary  of State of the  State of New York on or about
               the date hereof.

          (f)  A copy of a resolution  signed by the  authorised  manager(s)  of
               each  Original  Obligor  (or a  copy  of the  certificate  of the
               minutes of a meeting of the board of  managers  of each  Original
               Obligor  incorporated  in  Spain) or a copy of the  minutes  of a
               meeting of the board of  managers or board of  directors  (as the
               case  may be) of each  Original  Obligor  or a copy of a  written
               resolution of the board of directors of each Original Obligor:

               (i)  approving  the terms of, and the  transactions  contemplated
                    by,  the  Finance  Documents  to  which  it is a  party  and
                    resolving that it execute the Finance  Documents to which it
                    is a party;

               (ii) authorising  a  specified  person or persons to execute  the
                    Finance Documents to which it is a party on its behalf;

               (iii)authorising  a specified  person or persons,  on its behalf,
                    to  sign  and/or   despatch   all   documents   and  notices
                    (including,  any  Utilisation  Request) to be signed  and/or
                    despatched  by it under or in  connection  with the  Finance
                    Documents to which it is a party; and

               (iv) confirming  that  the  entry  into  and  performance  of the
                    transactions  contemplated by the Finance Documents to which
                    it is a party is in its best corporate interest.
(g)  A copy  of the  resolution  of the  shareholders  of  each  Dutch
               Obligor  approving  the  resolutions  of the  board  of  managing
               directors   and  the   transactions   contemplated   thereby  and
               appointing an authorised  person to represent the relevant  Dutch
               Obligor in case of a conflict of interest.

          (h)  A solvency  certificate signed by an authorised  signatory of the
               Company.

          (i)  A specimen  of the  signature  of each person  authorised  by the
               resolutions referred to in paragraph (f) above.

          (j)  A  certificate  of each  Original  Obligor  which is a  Tranche A
               Borrower  (signed by an  authorised  signatory)  confirming  that
               borrowing  the Total  Tranche A  Commitments  would not cause any
               borrowing or similar limit binding on such Original Obligor to be
               exceeded.

          (k)  A  certificate  of each  Original  Obligor  which is a  Tranche B
               Borrower  (signed by an  authorised  signatory)  confirming  that
               borrowing  the Total  Tranche B  Commitments  would not cause any
               borrowing or similar limit binding on such Original Obligor to be
               exceeded.

          (l)  A  certificate   of  the  Guarantor   (signed  by  an  authorised
               signatory)  confirming that  guaranteeing  the Total  Commitments
               would not cause any  guarantee  or similar  limit  binding on the
               Guarantor to be exceeded.

          (m)  A certificate of an authorised signatory of each Original Obligor
               certifying  that each copy  document  relating to it specified in
               this Schedule 2 is correct, complete and in full force and effect
               as at a date no earlier than the date of this Agreement.

          (n)  Such other evidence as may be required to ensure that the Finance
               Parties are in compliance with the Wet  Identificatie  Financiele
               Dienstverlening.

          (o)  A copy of the PE-1 form filed by IFF Benicarlo S.A. with the Bank
               of Spain  providing a Financial  Transaction  Number  ("Numero de
               Operacion  Financiera"  or "NOF") in  relation  to the  Tranche B
               Revolving Facility.

     2.   Legal opinions

          (a)  A legal  opinion of Clifford  Chance LLP,  legal  advisers to the
               Mandated   Lead   Arrangers   as  to  matters  of  English   law,
               substantially  in the form  distributed  to the Original  Lenders
               prior to signing this Agreement.

          (b)  A legal  opinion  of Kremer  Associes &  Clifford  Chance,  legal
               advisers  to  the  Mandated  Lead  Arrangers  as  to  matters  of
               Luxembourg  law,  substantially  in the form  distributed  to the
               Original Lenders prior to signing this Agreement.

          (c)  A legal  opinion of Clifford  Chance LLP,  legal  advisors to the
               Mandated Lead Arrangers as to matters of US law, substantially in
               the form  distributed  to the Original  Lenders  prior to signing
               this Agreement.
(d)  A legal  opinion of Clifford  Chance LLP,  legal  advisers to the
               Mandated Lead Arrangers as to matters of Dutch law, substantially
               in the form  distributed to the Original Lenders prior to signing
               this Agreement.

          (e)  A legal  opinion  of McCann  FitzGerald,  legal  advisers  to the
               Mandated Lead Arrangers as to matters of Irish law, substantially
               in the form  distributed to the Original Lenders prior to signing
               this Agreement.

          (f)  A legal  opinion of Clifford  Chance LLP,  legal  advisers to the
               Mandated   Lead   Arrangers   as  to  matters  of  Spanish   law,
               substantially  in the form  distributed  to the Original  Lenders
               prior to signing this Agreement.

     3.   Other documents and evidence

          (a)  Evidence  that any  process  agent  referred  to in  Clause  40.2
               (Service of process)  has  accepted  its  appointment  as process
               agent for the Obligors.

          (b)  A copy of any other  Authorisation or other document,  opinion or
               assurance  which the Agent considers to be necessary or desirable
               (if it has notified the Parent  accordingly)  in connection  with
               the entry into and performance of the  transactions  contemplated
               by any Finance Document or for the validity and enforceability of
               any Finance Document.

          (c)  The financial  statements  referred to in Clause 22.5  (Financial
               Statements).

          (d)  Evidence  that the  fees,  costs and  expenses  then due from the
               Parent and the Company pursuant to Clause 15 (Fees) and Clause 20
               (Costs and expenses)  have been paid or will be paid by the first
               Utilisation Date.

          (e)  Evidence  that,  upon  first  Utilisation  of the  Facility,  the
               facilities  granted to the Parent  pursuant to the Existing  2001
               Facility will be prepaid and cancelled in full.

          (f)  Evidence  that,  upon  first  Utilisation  of the  Facility,  the
               facilities  granted to the Company  pursuant to the Existing 2002
               Facility will be prepaid and cancelled in full.
Part B
                  Conditions Precedent required to be delivered
                            by an Additional Borrower

1.   An  Accession  Letter,  duly  executed by the  Additional  Borrower and the
     Parent.

2.   A copy of the constitutional documents of the Additional Borrower.

3.   In respect of each Additional  Borrower which is to become a Dutch Obligor,
     a copy of the articles of association  (statuten) and deed of incorporation
     (oprichtings akte) of each Dutch Obligor as well as an extract (uittreksel)
     from the  relevant  Chamber  of  Commerce  (Kamer van  Koophandel)  of such
     Additional Borrower.

4.   A copy  of a  resolution  of  the  board  of  directors  of the  Additional
     Borrower:

     (a)  approving  the terms of,  and the  transactions  contemplated  by, the
          Accession  Letter and the  Finance  Documents  and  resolving  that it
          execute the Accession Letter;

     (b)  authorising  a specified  person or persons to execute  the  Accession
          Letter on its behalf; and

     (c)  authorising  a  specified  person or persons,  on its behalf,  to sign
          and/or  despatch  all  other  documents  and  notices  (including,  in
          relation  to  an  Additional  Borrower,  any  Utilisation  Request  or
          Selection  Notice) to be signed  and/or  despatched  by it under or in
          connection with the Finance Documents.

5.   A specimen of the  signature of each person  authorised  by the  resolution
     referred to in paragraph 4 above.

6.   If  applicable,  a copy  of the  resolution  of the  board  of  supervisory
     directors of each  Additional  Borrower  which is to become a Dutch Obligor
     incorporated in The  Netherlands  approving the resolutions of the board of
     managing directors and the transactions contemplated thereby and appointing
     an authorised person to represent the relevant  Additional Borrower in case
     of a conflict of interest.

7.   A copy of the resolution of the  shareholders of each  Additional  Borrower
     which is to become a Dutch Obligor  approving the  resolutions of the board
     of  managing  directors  and  the  transactions  contemplated  thereby  and
     appointing  an  authorised  person to  represent  the  relevant  Additional
     Borrower in case of a conflict of interest.

8.   If applicable, a copy of (i) the request for advice from each works council
     with jurisdiction over the transactions  contemplated by this Agreement and
     (ii) the  positive  advice  from  such  works  council  which  contains  no
     condition,  which if complied with, could result in a breach of the Finance
     Documents.

9.   If the Additional Borrower is to become a Tranche A Borrower, a certificate
     of the Additional Borrower (signed by a director) confirming that borrowing
     the Total  Tranche A  Commitments  would not cause any borrowing or similar
     limit binding on it to be exceeded.
10.  If the Additional Borrower is to become a Tranche B Borrower, a certificate
     of the Additional Borrower (signed by a director) confirming that borrowing
     the Total  Tranche B  Commitments  would not cause any borrowing or similar
     limit binding on it to be exceeded.

11.  A  certificate  of an  authorised  signatory  of  the  Additional  Borrower
     certifying  that each copy document  listed in this Part B of Schedule 2 is
     correct, complete and in full force and effect as at a date no earlier than
     the date of the Accession Letter.

12.  A copy of any other  Authorisation or other document,  opinion or assurance
     which the Agent  considers to be necessary or desirable in connection  with
     the entry into and  performance  of the  transactions  contemplated  by the
     Accession  Letter or for the  validity  and  enforceability  of any Finance
     Document.

13.  A legal opinion of the legal  advisers to the Mandated  Lead  Arrangers and
     the Agent in England.

14.  If the Additional  Borrower is  incorporated  in a jurisdiction  other than
     England and Wales,  a legal  opinion of the legal  advisers to the Arranger
     and the Agent in the  jurisdiction  in which  the  Additional  Borrower  is
     incorporated.

15.  If the proposed Additional Borrower is incorporated in a jurisdiction other
     than  England  and Wales,  evidence  that the agent for  service of process
     specified  in Clause 40.2  (Service  of  process),  if not an Obligor,  has
     accepted its appointment in relation to the proposed Additional Borrower.

16.  In relation to any relevant Additional Borrower  incorporated in Spain, and
     if applicable,  a copy of the PE-1 form filed by such  Additional  Borrower
     with the Bank of Spain providing a Financial Transaction Number ("Numero de
     Operacion Financiera" or "NOF") in relation to the relevant Facility.
SCHEDULE 3

                               UTILISATION REQUEST

                                     Part A
                     Revolving Facility Utilisation Request

From:    [Borrower]

To:      Citibank International plc

Dated:

Dear Sirs

 International Flavors & Fragrances Inc. and certain of its Subsidiaries -
                EUR 400,000,000 and US$ 350,000,000 dual tranche
             multicurrency revolving credit facility agreement dated
                   23 November 2005 (the "Facility Agreement")

1.   We wish to borrow a Revolving Facility Loan on the following terms:

     Proposed Utilisation Date:             [      ] (or,  if that is
                                                     not a  Business  Day,
                                                     the next Business Day)
     Facility:                              [      ]

     Currency of Revolving Facility Loan:   [      ]

     Amount:                                [      ] or, if less, the Available
                                                     Facility

     Interest Period:                       [      ]

2.   We confirm that each condition  specified in Clause 4.2 (Further conditions
     precedent) is satisfied on the date of this Utilisation Request.

3.   The  proceeds  of this  Revolving  Facility  Loan  should  be  credited  to
     [account].

4.   This Utilisation Request is irrevocable.

                                Yours faithfully

                      .......................................
                            authorised signatory for
                           [Name of relevant Borrower]
Part B
                     Swingline Facility Utilisation Request

From:             [Borrower]

To:               [Agent]

Dated:

Dear Sirs

 International Flavors & Fragrances Inc. and certain of its Subsidiaries -
                EUR 400,000,000 and US$ 350,000,000 dual tranche
             multicurrency revolving credit facility agreement dated
                   23 November 2005 (the "Facility Agreement")

2.   We wish to borrow a Swingline Loan on the following terms:

       Proposed Utilisation Date:   [ ] (or,  if  that  is  not a  [New York/
                                    Brussels] Business   Day,   the  next
                                    [New  York/Brussels] Business Day)

       Facility to be utilised:     [Euro Swingline Facility/Dollar Swingline
                                    Facility]

       Amount and currency:         [ ] or,  if  less,  the  Available  Euro
                                    Swingline Facility/Dollar Swingline Facility

       Interest Period:             [  ]

3.   We confirm that each condition  specified in Clause 7.4 (Swingline Lenders'
     participation) is satisfied on the date of this Utilisation Request.

4.   The proceeds of this Swingline Loan should be credited to [account].

5.   This Utilisation Request is irrevocable.

                                Yours faithfully

                      ......................................
                             authorised signatory for
                           [name of relevant Borrower]
SCHEDULE 4

                             MANDATORY COST FORMULAE

1.   The  Mandatory  Cost is an  addition  to the  interest  rate to  compensate
     Lenders for the cost of compliance with (a) the requirements of the Bank of
     England  and/or the Financial  Services  Authority (or, in either case, any
     other  authority  which  replaces all or any of its  functions)  or (b) the
     requirements of the European Central Bank.

2.   On  the  first  day  of  each  Interest  Period  (or as  soon  as  possible
     thereafter) the Agent shall  calculate,  as a percentage  rate, a rate (the
     "Additional Cost Rate") for each Lender,  in accordance with the paragraphs
     set out below.  The  Mandatory  Cost will be  calculated  by the Agent as a
     weighted  average  of the  Lenders'  Additional  Cost  Rates  (weighted  in
     proportion to the percentage  participation  of each Lender in the relevant
     Loan) and will be expressed as a percentage rate per annum.

3.   The Additional Cost Rate for any Lender lending from a Facility Office in a
     Participating  Member State will be the percentage  notified by that Lender
     to the Agent.  This  percentage  will be  certified  by that  Lender in its
     notice  to  the  Agent  to be its  reasonable  determination  of  the  cost
     (expressed as a percentage of that Lender's Participation in all Loans made
     from  that  Facility   Office)  of  complying  with  the  minimum   reserve
     requirements  of the  European  Central  Bank in respect of loans made from
     that Facility Office.

4.   The Additional  Cost Rate for any Lender lending from a Facility  Office in
     the United Kingdom will be calculated by the Agent as follows:

     (a)  in relation to a domestic sterling Loan:

                           AB + C(B-D)+E x 0.01   per cent. per annum
                           ---------------------
                                 100 - (A + C)

     (b)  in relation to a Loan in any currency other than domestic sterling:

                           E x 0.01   per cent. per annum.
                           --------
                              300
        Where:

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

          B    is the  percentage  rate of interest  (excluding  the  Applicable
               Margin and the Mandatory  Cost and, if the Loan is an Unpaid Sum,
               the  additional  rate of interest  specified in paragraph  (a) of
               Clause 12.4 (Default interest)) payable for the relevant Interest
               Period on the Loan.
C    is the  percentage  (if any) of Eligible  Liabilities  which that
               Lender is  required  from time to time to  maintain  as  interest
               bearing Special Deposits with the Bank of England.

          D    is the  percentage  rate per annum payable by the Bank of England
               to the Agent on interest bearing Special Deposits.

          E    is the rate of charge  payable  by that  Lender to the  Financial
               Services  Authority  pursuant to the Fees Rules  (calculated  for
               this purpose by the Agent as being the average of the fee tariffs
               specified in the Fee Rules under the  activity  group A.1 Deposit
               acceptors,  ignoring  any minimum fee or zero rated fee  required
               pursuant  to  the  Fee  Rules)  and   expressed   in  pounds  per
               (pound)1,000,000 of the Fee Base of that Lender.

5.   For the purposes of this Schedule:

     (a)  "Eligible  Liabilities" and "Special Deposits" have the meanings given
          to them from time to time under or pursuant to the Bank of England Act
          1998 or (as may be appropriate) by the Bank of England;

     (b)  "Fees Rules" means the rules on supervision  fees contained in the FSA
          Supervision  Manual or such other law or regulation as may be in force
          from time to time in respect of the payment of fees for the acceptance
          of deposits; and

     (c)  "Tariff  Base" has the meaning  given to it, and will be calculated in
          accordance with, the Fees Rules.

6.   In application of the above formulae, A, B, C and D will be included in the
     formulae as percentages  (i.e. 5 per cent.  will be included in the formula
     as 5 and not as 0.05). A negative  result  obtained by subtracting D from B
     shall be taken as zero.  The  resulting  figures  shall be  rounded to four
     decimal places.

7.   Each  Lender  shall  supply any  information  required by the Agent for the
     purpose of calculating its Additional Cost Rate. In particular, but without
     limitation,  each Lender shall supply the following  information in writing
     on or prior to the date on which it becomes a Lender:

     (a)  its jurisdiction of incorporation and the jurisdiction of its Facility
          Office; and

     (b)  any other  information that the Agent may reasonably  require for such
          purpose.

     Each Lender shall promptly notify the Agent in writing of any change to the
     information provided by it pursuant to this paragraph.

8.   The  percentages  or rates of charge of each Lender for the purpose of A, C
     and E above shall be  determined  by the Agent  based upon the  information
     supplied to it pursuant to  paragraph 7 above and on the  assumption  that,
     unless  a  Lender  notifies  the  Agent  to  the  contrary,  each  Lender's
obligations in relation to cash ratio  deposits,  Special  Deposits and the
     Fees Rules are the same as those of a typical bank from its jurisdiction of
     incorporation  with a  Facility  Office  in the  same  jurisdiction  as its
     Facility Office.

9.   The Agent  shall  have no  liability  to any  person if such  determination
     results in an  Additional  Cost Rate which  over or under  compensates  any
     Lender and shall be entitled to assume that the information provided by any
     Lender  pursuant  to  paragraphs  3 and 7 above is true and  correct in all
     respects.

10.  The Agent shall  distribute the additional  amounts received as a result of
     the Mandatory Cost to the Lenders on the basis of the Additional  Cost Rate
     for each Lender based on the  information  provided by each Lender pursuant
     to paragraphs 3 and 7 above.

11.  Any  determination  by the Agent pursuant to this Schedule in relation to a
     formula,  the Mandatory Cost, an Additional Cost Rate or any amount payable
     to a Lender shall,  in the absence of manifest  error,  be  conclusive  and
     binding on all Parties.

12.  The Agent may from time to time, after  consultation  with the Borrower and
     the Lenders,  determine and notify to all Parties any amendments  which are
     required to be made to this  Schedule in order to comply with any change in
     law,  regulation or any requirements  from time to time imposed by the Bank
     of England,  the Financial  Services Authority or the European Central Bank
     (or, in any case,  any other  authority  which  replaces  all or any of its
     functions)  and any such  determination  shall,  in the absence of manifest
     error, be conclusive and binding on all Parties.
SCHEDULE 5

                          FORM OF TRANSFER CERTIFICATES

                                     Part I

To:      Citibank International plc as Agent

From:    [The Existing Lender] (the "Existing Lender") and [The New Lender]
         (the "New Lender")

Dated:

      International Flavors & Fragrances Inc. and certain of its Subsidiaries
               - EUR 400,000,000 and US$ 350,000,000 dual tranche
             multicurrency revolving credit facility agreement dated
                   23 November 2005 (the "Facility Agreement")

1.   We refer to Clause 26.5 (Procedure for transfer):

     (a)  The Existing  Lender and the New Lender  agree to the Existing  Lender
          and  the  New  Lender  transferring  by  novation  all or  part of the
          Existing Lender's  Commitment,  rights and obligations  referred to in
          the Schedule in accordance with Clause 26.5 (Procedure for transfer).

     (b)  The proposed Transfer Date is [ ].

     (c)  The Facility Office and address,  fax number and attention details for
          notices of the New Lender for the purposes of Clause 33.2  (Addresses)
          are set out in the Schedule.

2.   The New Lender  expressly  acknowledges  the  limitations  on the  Existing
     Lender's obligations set out in paragraph (c) of Clause 26.4 (Limitation of
     responsibility of Existing Lenders).

3.   This Transfer Certificate is governed by English law.

4.   The New Lender explicitly declares and represents that on the Transfer Date
     it is a Professional Market Party and that is aware that:

     (a)  it therefore does not benefit from the (creditor) protection under the
          Dutch Banking Act; and

     (b)  each Borrower  incorporated  in the  Netherlands  has relied upon this
          representation.

                                  THE SCHEDULE

               Commitment/rights and obligations to be transferred

                            [insert relevant details]
 [Facility Office address, fax number and attention details for notices and
                         account details for payments,]

        [Existing Lender]                                  [New Lender]
By:                                                By
        This Transfer Certificate is accepted by the Agent and the Transfer Date
        is confirmed as [      ].

        [Agent]

        By

                                     Part II
                         LMA Transfer Certificate (Par)

BANK:                                                       Date:

TRANSFEREE:

This Transfer Certificate is entered into pursuant to (i) the agreement (the
"Sale Agreement") evidenced by the Confirmation dated between the Bank and the
Transferee (acting directly or through their respective agents) and (ii) the
Credit Agreement.

On the Transfer Date, the transfer by way of novation from the Bank to the
Transferee on the terms set out herein and in the Credit Agreement shall become
effective subject to:-

     (i)  the Sale  Agreement and the terms and conditions  incorporated  in the
          Sale Agreement;

          (ii) the terms and conditions annexed hereto; and

     (i)  the schedule annexed hereto,

all of which are incorporated herein by reference.

The Bank                                                   The Transferee
[             ]                                            [          ]
By:                                                        By:
The Schedule
Credit Agreement Details:
Borrower:                                    International Flavors & Fragrances (Luxembourg) S.a.r.l..;

                                             International Flavors & Fragrances, Inc.;

                                             International Flavors & Fragrances I.F.F. (Nederland) B.V.;

                                             International Flavors & Fragrances (Nederland) Holding B.V.;

                                             Irish Flavours and Fragrances Ltd;

                                             IFF Benicarlo SA;

                                             International Flavours & Fragrances I.F.F. (Great Britain)
                                             Ltd.; and

                                             Bush Boake Allen Holdings (UK) Ltd.

                                             [Specify additional Borrowers]
Credit Agreement Dated                       23 November 2005
Guarantor:                                   International Flavors & Fragrances Inc.
Agent Bank:                                  Citibank International plc
Security:                                    [ ] No [ ]Yes (specify) ____________________

Total Facility Amount:                       EUR 400,000,000 and US$350,000,000
Governing Law:                               English
Additional Information:                      _________________________________________
Transfer Details:
Name of Tranche Facility:                    _________________           __________________
Nature (Revolving, Term, Acceptances
    Guarantee/Letter of Credit, Other):      _________________           _________________
Final Maturity:                              _________________           _________________
Participation Transferred
Commitment transferred1                      _________________           __________________
    Drawn Amount (details below):1           _________________           __________________
    Undrawn Amount:1                         _________________           __________________
Settlement Date:                             ________________
Details of outstanding Credits1
    Specify in respect of each Credit:       __________________
    Transferred Portion (amount):            __________________
    Tranche/Facility:                              ___________
                                             ------
    Nature:                                  [ ]Term  [ ]Revolver  [ ]Acceptance   [ ] Guarantee/Letter of Credit
                                             [ ]Other(specify)_________________
[ ]Details of other Credits are set out on the attached sheet

Administration Details
Bank's Receiving Account:                    ________________________________
Transferee's Receiving Account:              ________________________________

1   As the date of the Transfer Certificate
Addresses
Bank                                         Transferee
[         ]                                  [        ]
Address:                                     Address:
Telephone:                                   Telephone:
Facsimile:                                   Facsimile:
Telex:                                       Telex:
Attn/Ref:                                    Attn/Ref:
TERMS AND CONDITIONS

These  are the Terms  and  Conditions  applicable  to the  transfer  certificate
including the Schedule  thereto (the "Transfer  Certificate")  to which they are
annexed.

1.   Interpretation

     In these Terms and Conditions words and expressions shall (unless otherwise
     expressly  defined  herein) bear the meaning  given to them in the Transfer
     Certificate, the Credit Agreement or the Sale Agreement.

2.   Transfer

     The Bank  requests  the  Transferee  to accept and procure the  transfer by
     novation of all or a part (as applicable) of such participation of the Bank
     under  the  Credit  Agreement  as is set  out in the  relevant  part of the
     Transfer  Certificate  under the heading  "Participation  Transferred" (the
     "Purchased   Assets")  by  counter-signing   and  delivering  the  Transfer
     Certificate to the Agent at its address for the service of notice specified
     in the Credit  Agreement.  On the Transfer Date the Transferee shall pay to
     the Bank the  Settlement  Amount as specified in the pricing letter between
     the Bank and the  Transferee  dated  the date of the  Transfer  Certificate
     (adjusted,  if  applicable,  in  accordance  with the Sale  Agreement)  and
     completion of the transfer will take place.

3.   Effectiveness of Transfer

     The Transferee hereby requests the Agent to accept the Transfer Certificate
     as being  delivered  to the Agent  pursuant to and for the  purposes of the
     Credit  Agreement so as to take effect in accordance  with the terms of the
     Credit  Agreement  on the  Transfer  Date or on such  later  date as may be
     determined in accordance with the terms thereof.

4.   Transferee's Undertaking

     The Transferee  hereby  undertakes  with the Agent and the Bank and each of
     the other  parties  to the  Credit  Documentation  that it will  perform in
     accordance with its terms all those  obligations which by the terms thereof
     will be assumed by it after  delivery of the  Transfer  Certificate  to the
     Agent and  satisfaction  of the  conditions  (if any)  subject to which the
     Transfer Certificate is to take effect.

5.   Payments

5.1  Place

     All payments by either  party to the other under the  Transfer  Certificate
     shall be made to the Receiving  Account of that other party. Each party may
     designate  a  different  account as its  Receiving  Account  for payment by
     giving the other not less than five  Business  Days  notice  before the due
     date for payment.
5.2  Funds

     Payments  under the Transfer  Certificate  shall be made in the currency in
     which the amount is denominated for value on the due date at such times and
     in such funds as are customary at the time for  settlement of  transactions
     in that currency.

6.   The Agent

     The Agent shall not be required to concern  itself with the Sale  Agreement
     and may rely on the  Transfer  Certificate  without  taking  account of the
     provisions of such agreement.

7.   Assignment of Rights

     The Transfer  Certificate shall be binding upon and enure to the benefit of
     each party and its successors and permitted  assigns  provided that neither
     party may  assign or  transfer  its  rights  thereunder  without  the prior
     written consent of the other party.

8.   Governing Law and Jurisdiction

     The Transfer Certificate  (including,  without limitation,  these Terms and
     Conditions)  shall be governed by and construed in accordance with the laws
     of England, and the parties submit to the non-exclusive jurisdiction of the
     English courts.

     Each party  irrevocably  appoints the person described as process agent (if
     any)  specified in the Sale  Agreement to receive on its behalf  service of
     any action,  suit or other  proceedings  in  connection  with the  Transfer
     Certificate. If any person appointed as process agent ceases to act for any
     reason the appointing party shall notify the other party and shall promptly
     appoint another person  incorporated within England and Wales to act as its
     process agent.
SCHEDULE 6

                                   TIMETABLES
Revolving Facility Loans                            Loans in Base          Loans in other currencies
                                                    Currency
Agent notifies the Borrower if a currency is                -                          U-4

approved as an Optional Currency in accordance
with Clause 4.3 (Conditions relating to
Optional Currencies)
Delivery of a duly completed Utilisation                   U-3                         U-3

Request (Clause 5.1 (Delivery of a Utilisation
Request))                                               11.00 am                    11.00 am

Agent determines (in relation to a                          -                          U-3

Utilisation) the Base Currency Amount of the
Loan, if required under Clause 5.4 (Lenders'                                          Noon

participation)
Agent notifies the Lenders of the Loan in                  U-3                         U-3

accordance with Clause 5.4 (Lenders'
participation)                                           3.00 pm                     3.00 pm

Agent receives a notification from a Lender                                            U-2
under Clause 6.2 (Unavailability of a currency)
                                                                                     9.30 pm

Agent gives notice in accordance with                                                  U-2
Clause 6.2 (Unavailability of a currency)
                                                                                    10.30 am

LIBOR or EURIBOR is fixed                           Quotation Day as       Quotation Day as of 11:00
                                                    of 11:00 am            am London
                                                    Brussels time in       time in respect
                                                    respect of             of LIBOR
                                                    EURIBOR
Swingline Facility Loans                            Euro Swingline         US Dollar Swingline Loans
                                                    Loans

Delivery of a duly completed Utilisation                    U                           U

Request (Clause 7.2 (Delivery of a Utilisation
Request for Swingline Loans))                        10.00 am London         11.00 am New York time
                                                          time

Agent determines (in relation to a                   11.00 am London                    -
Utilisation) the Base Currency Amount of the              time

Swingline Loan, if required under Clause 7.4
(Swingline Lenders' participation)

Agent determines the Federal Funds Rate or the       11.00 am London          12 noon New York time
Euro Swingline Rate and notifies the Swingline            time

Lenders and the relevant Borrower under Clause
8.3 (Interest)
"U" = date of Utilisation

"U - X" = X Business Days prior to date of Utilisation
SCHEDULE 7
SUBSIDIARY GUARANTEE DOCUMENTS

     (a)  A copy of the memorandum and articles of association or certificate of
          incorporation of the Subsidiary Guarantor.

     (b)  A copy of a resolution  of the board of  directors  of the  Subsidiary
          Guarantor:

          (i)  approving the terms of, and the transactions contemplated by, the
               Subsidiary Guarantee and resolving that it execute the Subsidiary
               Guarantee;

          (ii) authorising a specified  person or persons to execute and deliver
               the Subsidiary Guarantee; and

          (iii)authorising a specified person or persons on its behalf,  to sign
               or dispatch all  documents to be signed or dispatched by it under
               or  in  connection   with  this   Agreement  and  the  Subsidiary
               Guarantee.

     (c)  A certificate  of a director of the  Subsidiary  Guarantor  certifying
          that  execution  and delivery of the  Subsidiary  Guarantee  would not
          cause any borrowing limit binding on it to be exceeded.

     (d)  A  specimen  of  the  signature  of  each  person  authorised  by  the
          resolutions referred to in paragraph (b) above.

     (e)  A certificate of an authorised  signatory of the Subsidiary  Guarantor
          certifying that each document specified in this Schedule 7 is correct,
          complete and in full force and effect.

     (f)  Evidence that any process agent referred to in Clause 40.2 (Service of
          process)  has  accepted  its  appointment  as  process  agent  for the
          Subsidiary Guarantor.
SCHEDULE 8

                            FORM OF ACCESSION LETTER

To:      [        ] as Agent

From:    [Subsidiary] and [Parent]

Dated:

Dear Sirs

      International Flavors & Fragrances Inc. and certain of its Subsidiaries -
                EUR 400,000,000 and US$ 350,000,000 dual tranche
             multicurrency revolving credit facility agreement dated
                   23 November 2005 (the "Facility Agreement")

     1.   We refer to the Agreement.  This is an Accession Letter. Terms defined
          in the Agreement have the same meaning in this Accession Letter unless
          given a different meaning in this Accession Letter.

     2.   [Subsidiary]  agrees to become an Additional  Borrower and to be bound
          by the terms of the  Agreement as an Additional  Borrower  pursuant to
          Clause 27.2 (Additional Borrowers) of the Agreement. [Subsidiary] is a
          company  duly  incorporated  under  the  laws  of  [name  of  relevant
          jurisdiction].

     3.   [Subsidiary's] administrative details are as follows:

        Address:

        Fax No:

        Attention:

     4.   This Accession Letter is governed by English law.

        [Parent] [Subsidiary]
SCHEDULE 9

                           FORM OF RESIGNATION LETTER

To:               [o] as Agent

From:             [resigning Obligor] and [Company]

Dated:

Dear Sirs

      International Flavors & Fragrances Inc. and certain of its Subsidiaries -
                EUR 400,000,000 and US$ 350,000,000 dual tranche
             multicurrency revolving credit facility agreement dated
                   23 November 2005 (the "Facility Agreement")

     1.   We refer to the  Facility  Agreement.  This is a  Resignation  Letter.
          Terms defined in the Facility  Agreement have the same meaning in this
          Resignation   Letter   unless  given  a  different   meaning  in  this
          Resignation Letter.

     2.   Pursuant to Clause 27.4  (Resignation of a Borrower),  we request that
          [resigning  Obligor] be released  from its  obligations  as a Borrower
          under the Facility Agreement.

     3.   We confirm  that no Default is  continuing  or would  result  from the
          acceptance of this request; and

     4.   This Resignation Letter is governed by English law.

        International Flavors & Fragrances                   [resigning Obligor]
        (Luxembourg) S.a.r.l.
        By:                                                            By:
SIGNATURES

THE COMPANY

INTERNATIONAL FLAVORS & FRAGRANCES (LUXEMBOURG) S.A.R.L

By:               /s/Jan Ambergen

Title:            Treasury Manager Europe

Address: 6 Rue de Mamer
                  L-8081 Bertrange, Luxembourg
Fax:              + 35 2 26 11 41 41

Tel:              + 35 2 26 11 41 1

Attention:        Iain Campbell

THE ORIGINAL BORROWERS

INTERNATIONAL FLAVORS & FRAGRANCES INC.

By:             /s/Jeroen H.M. van Noorden

Title:          VP Legal Affairs Europe

Address: 521 West 57th St., New York, NY 10019

Fax:              + 1 212 708 7191

Tel:              + 1 212 765 5500

Attention:        Dennis Meany

INTERNATIONAL FLAVORS & FRAGRANCES (LUXEMBOURG) S.A.R.L

By:               /s/Jan Ambergen

Title:            Treasury Manager Europe

Address: 6 Rue de Mamer
                  L-8081 Bertrange, Luxembourg
Fax:              + 35 2 26 11 41 41

Tel:              + 35 2 26 11 41 1

Attention:        Iain Campbell
INTERNATIONAL FLAVORS & FRAGRANCES I.F.F. (Nederland) B.V.

By:               /s/Jan Ambergen

Title:            Treasury Manager Europe

Address: P.O. Box 309
                  1200 AH Hilversum
                  The Netherlands

Fax:              + 31 (0)35 6883 202

Tel:              + 31 (0)35 6883 911

Attention:        Jeroen van Noorden

INTERNATIONAL FLAVORS & FRAGRANCES (NEDERLAND) HOLDING B.V.

By:               /s/Jan Ambergen

Title:            Treasury Manager Europe

Address: P.O. Box 309
                  1200 AH Hilversum
                  The Netherlands

Fax:              + 31 (0)35 6883 202

Tel:              + 31 (0)35 6883 911

Attention:        Jeroen van Noorden

IRISH FLAVOURS AND FRAGRANCES LTD

By:               /s/Jan Ambergen

Title:            Treasury Manager Europe

Address: Industrial Estate, Drogheda, Co. Louth
Fax:              + 353 (0)41 983 5119

Tel:              + 353 (0)41 983 1031

Attention:        Martin Tolan
IFF BENICARLO SA

By:               /s/Jan Ambergen

Title:            Treasury Manager Europe

Address:          Avenida Felipe Klein, 2
                  Benicarlo - 12580 - Castellon

Fax:              +34 (0)964 473 411

Tel:              +34 (0)964 470 200

Attention:        Raul Mate

INTERNATIONAL FLAVOURS & FRAGRANCES I.F.F. (GREAT BRITAIN) LTD

By:               /s/Jan Ambergen

Title:            Treasury Manager Europe

Address: Duddery Hill, Haverhill, Suffolk, CB9 8LG
                  United Kingdom

Fax:              + 44 (0)1440 76 1599

Tel:              + 44 (0)1440 71 5000

Attention:        Philip Gardner

BUSH BOAKE ALLEN HOLDINGS (UK) LTD

By:               /s/Jan Ambergen

Title:            Treasury Manager Europe

Address: Duddery Hill, Haverhill, Suffolk, CB9 8LG
                  United Kingdom

Fax:              + 44 (0)1440 76 1599

Tel:              + 44 (0)1440 71 5000

Attention:        Philip Gardner
THE GUARANTOR

INTERNATIONAL FLAVORS & FRAGRANCES INC.

By:               /s/Jeroen H.M. van Noorden

Title:            VP Legal Affairs Europe

Address: 521 West 57th St., New York NY 10019

Fax:              + 1 212 708 7191

Tel:              + 1 212 765 5500

Attention:        Dennis Meany

THE PARENT

INTERNATIONAL FLAVORS & FRAGRANCES INC.

 By:               /s/Jeroen H.M. van Noorden

Title:            VP Legal Affairs Europe

Address: 521 West 57th St., New York NY 10019

Fax:              + 1 212 708 7191

Tel:              + 1 212 765 5500

Attention:        Dennis Meany
THE MANDATED LEAD ARRANGERS

CITIGROUP GLOBAL MARKETS LIMITED

By:      /s/Paul Gibbs

Title:   Vice President
FORTIS BANK S.A./N.V.

By:      /s/Patrick Delvaux

Title:   Director Global Chemicals & Pharma Group
bank of America, n.a.

By:      /s/Irene Bertozzi Bartenstein

Title:   Director
BANK OF TOKYO-MITSUBISHI

represented by

BANK OF TOKYO-MITSUBISHI trust company

By:               /s/Chimie T. Pempa

Title:            Assistant Vice President

Address:          1251 Avenue of the Americas

Fax:              +  (212) 782 6440

Tel:              +  (212) 782 4340

and

BANK OF TOKYO-MITSUBISHI (Holland) NV

By:               /s/ N. Kato

Title:            Managing Director & DGM

Address:

Fax:              + 31 (0) 20 679 1016

Tel:              + 31 (0)20 573 7907

and
BNP PARIBAS

By:               /s/Michel de Vibraye

Title:            Head of Territory, The Netherlands
ING BANK N.V.

By:               /s/Arnold M.W. Esser

Title:            Managing Director
J.P. MORGAN securities inc.

By:                 /s/Dale Akinla

Title:              Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION

By:               /s/Denis Waltrich

Title:            Associate
For the purposes of the Dutch Banking Act, each Lender expressly confirms the
representations given by it in Clause 2.3 (Lenders' PMP representations).

THE ORIGINAL LENDERS

Citibank, N.A., New York Branch

By:               /s/Stuart G. Miller

Title:            Managing Director

Fortis Capital Corporation

By:               /s/John W. Deegan

Title:            Senior Vice President

Bank of America, N.A.

By:               /s/Irene Bertozzi Bartenstein

Title:            Director

Bank of Tokyo-Mitsubishi Trust Company

By:               /s/Chimie T. Pempa

Title:            Assistant Vice President

BNP Paribas Amsterdam Branch

By:               /s/Michel de Vibraye

Title:            Head of Territory, The Netherlands

ING Capital LLC

By:               /s/Willem Pijpers

Title:            Managing Director
JPMorgan Chase Bank, N.A.

By:               /s/Susan H. Atha

Title:            Vice President

Wachovia Bank, National Association

By:               /s/Denis Waltrich

Title:            Associate

Banco Bilbao Vizcaya Argentaria S.A.

By:               /s/Javier Ruiz

Title:            Relationship manager

Cooperatieve Centrale Raiffeisen-Boerenleenbank BA

By:               /s/ C. Rodenbergh

Title:            Executive Vice President

Banca Nazionale del Lavoro S.p.A., New York Branch

By:               /s/Donna La Spina

Title:            Relationship Manager

Banque LBLux S.A.

By:               /s/Herbert Weynand

Title:            Managing Director

Sanpaolo IMI Bank Ireland PLC

By:               /s/Pier Carlo Arena

Title:            Managing Director
Societe Generale, New York Branch

By:               /s/Geoffroy Teyssonniere de Gramont

Title:            Vice President

Standard Chartered Bank

By:               /s/Richard L. van de Berghof

Title:            Senior Vice President

Standard Chartered Bank

By:               /s/Robert K. Reddington

Title:            AVR/Credit Documentation/Credit Risk Control

The Bank of New York, grand cayman island

By:               /s/Joanna S. Belloco

Title:            Vice President

Banca Nazionale del Lavoro S.p.A., London Branch

By:               /s/Martin Wiles

Title:            Senior Relationship Manager

Banc of America Securities Limited

By:               /s/David Chalk

Title:            Senior Vice President

Bank of Tokyo-Mitsubishi (Holland) NV

By:               /s/N. Kato

Title:            Managing Director & DGM
Citibank International plc, London

By:               /s/Paul Gibbs

Title:            Vice President

ING Bank N.V.

By:               /s/Arnold M.W. Esser

Title:            Managing Director

J.P. Morgan Europe Limited

By:               /s/Mark Herridge

Title:            Assistant Vice President

Societe Generale

By:               /s/William Birkbeck

Title:            Managing Director

THE ORIGINAL SWINGLINE LENDERS

Citibank, N.A., New York Branch

By:               /s/Stuart G. Miller

Title:            Managing Director

Fortis Capital Corporation

By:               /s/John W. Deegan

Title:            Senior Vice President

Bank of America, N.A.

By:               /s/Irene Bertozzi Bartenstein

Title:            Director
Bank of Tokyo-Mitsubishi Trust Company

By:               /s/Chimie T. Pemba

Title:            Assistant Vice President

BNP Paribas

By:               /s/Michel de Vibraye

Title:            Head of Territory, The Netherlands

Citibank International plc, London

By:               /s/Paul Gibbs

Title:            Vice President

Fortis Bank (Nederland) N.V.

By:               /s/H. Visser

Title:            Senior Manager

JPMorgan Chase Bank, N.A.

By:               /s/Susan H. Atha

Title:            Vice President

Wachovia Bank, National Association

By:               /s/Denis Waltrich

Title:            Associate

Banc of America Securities Limited

By:               /s/David Chalk

Title:            Senior Vice President
Bank of Tokyo-Mitsubishi (Holland) NV

By:               /s/N. Kato

Title:            Managing Director & DGM

BNP Paribas Amsterdam Branch

By:               /s/Michel de Vibraye

Title:            Head of Territory, The Netherlands

ING Bank N.V.

By:               /s/Arnold M.W. Esser

Title:            Managing Director

J.P. Morgan Europe Limited

By:               /s/Mark Herridge

Title:            Assistant Vice President
THE US SWINGLINE AGENT

CITIBANK N.A.

By:               /s/Stuart G. Miller

Title:            Managing Director

Address:          399 Park Avenue
                                    New York
                  New York 10043
                                       USA

Fax:              + 1 212 994 0961

Tel:              + 1 302 894 6029

Attention:        Janet Wallace-Himmler
                  Janet.wallacehimmler@citigroup.com

THE EURO SWINGLINE AGENT

CITIBANK INTERNATIONAL PLC

By:               /s/Paul Gibbs

Title:            Vice President

Address:          Canada Square
                  Canary Wharf
                                     London
                                     E14 5L

Fax:              + 44 208 636 3824

Tel:              + 44 207 500 4246

Attention:        John Nelson
                  John1.nelson@citigroup.com
THE AGENT

CITIBANK INTERNATIONAL PLC

By:               /s/Paul Gibbs

Title:            Vice President

Address:          Canada Square
                  Canary Wharf
                                     London
                                     E14 5L

Fax:              + 44 208 636 3824

Tel:              + 44 207 500 4246

Attention:        John Nelson
                  John1.nelson@citigroup.com