Exhibit 10.45

Execution Version

29 June 2007

IXEUROPE PLC

and

CIT BANK LIMITED

as Arranger

and

CIT CAPITAL FINANCE (UK) LIMITED

acting as Administrative Agent and Security Trustee

and

THE LENDERS

£82,000,000 SENIOR FACILITIES AGREEMENT

Herbert Smith LLP

TABLE OF CONTENTS

2

3

In this Agreement:

“Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

“Accountants Report” means the report of BDO Stoy Hayward on the financial affairs of the Group provided pursuant to Clause 4.1 (Initial conditions precedent).

“Accounting Principles” means generally accepted accounting principles and practices in the jurisdiction of incorporation of the relevant member of the Group.

“Acquisition Information Template” means a document substantially in the form set out in Schedule 12 (Template for acquisition summary) setting out the relevant information relating to a Permitted Acquisition.

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

“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost Formulae).

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

“Additional Obligor” means an Additional Borrower or an Additional Guarantor.

4

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

“Agent’s Spot Rate of Exchange” means the spot rate of exchange of Lloyds TSB Plc (or of such other bank of similar standing as the Administrative Agent may appoint in consultation with the Company) for the purchase of the relevant currency with the Base Currency in the London foreign exchange market as of 11:00 a.m. on a particular day.

“Assignment Agreement” means an agreement substantially in the form set out in Part II of Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means:

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus (subject as set out below):

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

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

“B&S Finance Lease” means a Finance Lease between a member of the Group and B&S Card Services GmbH and which has the commercial effect of a “back to back” arrangement in form and substance satisfactory to the Administrative Agent, acting reasonably.

“Base Case” means the document comprising the financial forecasts for the Group in the agreed form and signed, for the purposes of identification, by the Company and the Administrative Agent.

“Base Currency” means sterling.

5

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

“Blocked Bank Accounts” means two bank accounts of IX Europe GmbH held at Deutsche Bank, Große Gallusstr. 10-14, 60323 Frankfurt am Main with account number 095 07 09 30 and Dresdner Bank, Filiale Fürstenhof, 60613 Frankfurt am Main with account number 938 117 70, two bank accounts of Interconnect Exchange Europe GmbH held at HypoVereinsbank, Mainzer Landstr. 23, 60329 Frankfurt am Main with account number 605823467 and Commerzbank, Breite Str. 25, 40213 Dusseldorf with account number 135155010 and one bank account of IX Europe (Switzerland) AG held at Credit Suisse with account number 604731-41-4-G4 in each case where such accounts hold monies the subject of rent deposits only, and such other accounts as the Administrative Agent shall agree in writing.

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

“Borrowing Group” means the Group excluding any Dormant Subsidiary.

“Borrowing Group EBITDA” means EBITDA in relation to the Borrowing Group only.

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

exceeds:

“Budget” means the annual budget for the Group as referred to in Clause 20.4 (Budget).

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

“Capital Expenditure” means any expenditure or obligation in respect of expenditure which in accordance with the Accounting Principles is treated as capital expenditure and including the capital element of any expenditure or obligation incurred in connection with a capital or Finance Lease, other than a B&S Finance Lease.

6

“Cash” means, at any time, cash at bank and credited to an account in the name of an Obligor and to which an Obligor is alone beneficially entitled and for so long as:

“Cashflow Available For Debt Service” or “CAFDS” means, in respect of any Relevant Period, Borrowing Group EBITDA for that Relevant Period then adjusted for any adjustments agreed by the Administrative Agent and after:

adding back:

and deducting:

and so that no amount shall be included more than once and no amounts related to a B&S Finance Lease shall be added or deducted.

“Charged Property” means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

7

“Closing Date” means the date on which the Administrative Agent confirms in writing to the Company and the Lenders that the documents and other evidence referred to in Clause 4.1(Initial Conditions Precedent) has been received.

“Commitment” means a Facility A Commitment, a Facility B Commitment or a Facility C Commitment.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate).

“Consolidated Total Finance Charges” means, in respect of any period:

provided that any amounts payable by one member of the Borrowing Group to another member of the Borrowing Group shall not be included in the calculation of Consolidated Total Finance Charges.

“Current Assets” means the aggregate of inventory, trade and other receivables of each member of the Borrowing Group including sundry debtors (but excluding cash at bank) maturing within twelve months from the date of computation and excluding:

“Current Liabilities” means the aggregate of all liabilities (including trade creditors, accruals, provisions and prepayments) of each member of the Borrowing Group falling due within twelve months from the date of computation but excluding:

8

“Default” means an Event of Default or any event or circumstance which would with the expiry of a grace period and/or the giving of notice, in each case, under Clause 23 (Events of Default), be an Event of Default.

“Default Rate” has the meaning ascribed to it in the definition of Margin.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Trustee.

“Disposal” means a sale, lease, transfer, loan or other disposal by a person of any asset, undertaking or business (whether voluntary or involuntary and whether as a single transaction or a series of transactions).

“Dormant Subsidiary” means a member of the Group which does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets which in aggregate have a value of £50,000 or more or its equivalent in other currencies (excluding historic VAT reclaims).

“Dutch Financial Supervision Act” means the Dutch Financial Supervision Act (Wet op het financieel toezicht).

“Dutch Obligor” means an Obligor incorporated under Dutch law.

“EBITDA” means the consolidated profits of the Group for a Relevant Period:

9

“Eligible Deposit Bank” means any bank or financial institution with a short term rating of at least A1 granted by Standard and Poors Corporation or P1 granted by Moody’s Investor’s Services Inc.

“Enforcement Action” means any action to:

“Environmental Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law.

“Environmental Law” means any applicable law or regulation which relates to:

“Environmental Permits” means any permit, licence, consent, approval and other authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by any member of the Group.

“EURIBOR” means, in relation to any Loan in euro:

10

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

“Existing Financial Indebtedness” means all Financial Indebtedness of the Group incurred under or pursuant a senior facilities agreement dated 26 July 2006 made between, amongst others, (1) the Company (as the company), (2) the Arranger (as the arranger) and (3) the Administrative Agent (as administrative agent), as amended and restated on 28 February 2007.

“Facility” means Facility A, Facility B, Facility C or Facility D;

“Facility A” means the term loan facility made available under this Agreement as described in Clause 2.1.1 (The Facilities).

“Facility A Commitment” means:

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

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

“Facility A Repayment Date” means each of the dates specified in Clause 7.1.1 (Repayment of Facility A and B Loans) as Facility A Repayment Dates, but if any such date is not a Business Day, then that Facility A Repayment Date shall be deemed to be the next Business Day.

“Facility A Repayment Instalment” means each instalment for repayment of the Facility A Loans referred to in Clause 7.1.1 (Repayment of Facility A and B Loans).

“Facility B” means the term loan facility made available under this Agreement as described in Clause 2.1.2 (The Facilities).

“Facility B Commitment” means:

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

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

11

“Facility B Repayment Date” means each of the dates specified in Clause 7.1.2 (Repayment of Facility A and B Loans) as Facility B Repayment Dates, but if any such date is not a Business Day, then that Facility B Repayment Date shall be deemed to be the next Business Day.

“Facility B Repayment Instalment” means each instalment for repayment of the Facility B Loans referred to in Clause 7.1.2 (Repayment of Facility A and B Loans).

“Facility C” means the revolving loan facility made available under this Agreement as described in Clause 2.1.3 (The Facilities).

“Facility C Commitment” means:

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

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

“Facility D” means the uncommitted term loan facility to be made available under, and in accordance with the terms and conditions of, this Agreement as described in Clause 2.2 (Facility D).

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

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

“Fee Letter” means any letter or letters dated on or about the date of this Agreement between the Arranger and the Company (or the Administrative Agent and the Company or the Security Trustee and the Company) setting out any of the fees referred to in Clause 12 (Fees).

“Finance Document” means this Agreement, the Hedging Letter, the Hedging Documents, any Fee Letter, any Accession Letter, any Resignation Letter, any Transaction Security Document and any other document designated as a “Finance Document” by the Administrative Agent and the Company.

“Finance Lease” means a contract treated as a finance or capital lease in accordance with generally accepted accounting principles in the relevant jurisdiction.

“Finance Party” means the Administrative Agent, the Arranger, the Security Trustee, a Hedge Counterparty and each Lender.

“Financial Indebtedness” means any indebtedness for or in respect of:

12

“Financial Quarter” means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.

“French Borrower” means any Borrower that is incorporated in France.

“French Guarantor” means any Guarantor that is incorporated in France.

“German Obligor” means any Obligor that is incorporated or established (as the case may be) in the Federal Republic of Germany.

“German Subsidiary” means companies which are dependent enterprises of the relevant Holding Company, or any company in respect of which such term is used, within the meaning of section 17 German Stock Corporation Act (AktG) and subsidiaries within the meaning of section 290 German Commercial Code (HGB).

13

“Group” means the Company and each of its Subsidiaries for the time being.

“Group Structure Chart” means the group structure chart as at the date hereof set out in Schedule 10 (Group Structure Chart).

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 25 (Changes to the Obligors).

“Guidelines” means, together, the guideline “Syndicated Loans” of January 2000 (S-02.128) (Merkblatt S-02.128 vom January 2000 betreffend Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen) and the guideline “Bonds” of April 1999 (S-02-122.1) (Merkblatt S-02.122.1 vom April 1999 betreffend Obligationen) as issued by the Swiss Federal Tax Administration.

“Hedge Counterparty” means the Original Hedge Counterparty and any other person who enters into Hedging Agreement with a Borrower.

“Hedging Agreement” means any master agreement, confirmation, schedule or other agreement entered into by a Borrower and a person permitted under Clause 29.1 (Identity of Hedge Counterparties) for the purpose of hedging interest rate liabilities in relation to the Term Facilities in accordance with the Hedging Letter.

“Hedging Document” means a Hedging Agreement or any document entered into under or in connection with it.

“Hedging Letter” means the letter addressed from the Administrative Agent to the Company dated on or about the date of this Agreement relating to the hedging strategy of the Group in the form agreed between the Company and the Administrative Agent.

“Hedging Liability” means any liability of any member of the Group to a Hedge Counterparty under any Hedging Agreement.

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

“Indebtedness for Borrowed Money” means Financial Indebtedness save for indebtedness in respect of paragraphs (E), (F), (H) and (J) or, to the extent it relates to indebtedness under paragraphs (E), (F), (H) or (J), paragraph (M) of the definition of Financial Indebtedness.

“Information Memorandum” means any document approved by the Company in writing (acting reasonably) concerning the Group which is to be prepared hereafter in relation to this transaction and to be distributed by the Arranger to selected financial institutions prior to the Syndication Date in connection with the syndication of the Facilities.

“Information Package” means the bundle of documents relating to the Group supplied by the Group to the Arranger on or about 12 June 2007 to enable the Arranger, the Administrative Agent, the Security Trustee and the Lenders to assess the credit worthiness of the Group together with such further information and documents relating to the businesses, assets, liabilities and affairs of the Group supplied by any member of the Group to the Administrative Agent or the Arranger in writing since 12 June 2007.

“Intellectual Property” means:

14

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

“ITA” means the Income Tax Act 2007.

“Legal Opinions” means the legal opinions delivered to the Administrative Agent pursuant to Clause 4.1 (Initial Conditions Precedent) or Clause 25 (Changes to the Obligors).

“Legal Reservations” means:

“Lender” means:

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

“Lender’s Commitment” means, in relation to a Lender, that Lender’s commitment in respect of a Facility as set out at Part III of Schedule 1 (The Original Lenders).

“LIBOR” means, in relation to any Loan:

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.

“Loan” means a Term Loan or a Revolving Loan.

15

“London 4” means a datacentre to be owned and operated by Interconnect Exchange Europe Limited within the building to be constructed by Slough Trading Estate Limited at 2 Buckingham Avenue, Slough in accordance with the agreement to lease signed by Interconnect Exchange Europe Limited on 12 June 2006.

“Majority Lenders” means:

“Mandatory Cost” means the percentage rate per annum calculated by the Administrative Agent in accordance with Schedule 4 (Mandatory Cost Formulae).

“Mandatory Prepayment/Holding Account” means an interest-bearing account:

“Margin” means:

but if:

then the Margin for each Loan will thereafter be the percentage per annum set out below opposite that range:

16

and;

Any change in that Margin shall take effect from and on the fifth Business Day after receipt by the Administrative Agent of the Quarterly Financial Statements and Compliance Certificate for that Relevant Period.

If an Event of Default is outstanding, the Margin will be increased by 2.00 per cent. per annum above the then applicable rate (the “Default Rate”) provided that upon the remedy or waiver, as the case may be, of the said Event of Default, the said Margin will be recalculated on the basis set out above, and any change shall take effect as of the date the relevant Event of Default is remedied or waived.

“Material Adverse Effect” means a material adverse effect on:

“Material Company” means, at any time:

in each case calculated on a consolidated basis; and

Compliance with the conditions set out in paragraphs (B)(1) and (2) above shall be determined by reference to the most recent Compliance Certificate supplied by the Company and/or shall be assessed on a quarterly basis by reference to the latest monthly management accounts of that Subsidiary and on an annual basis by reference to the latest audited consolidated financial statements of the Group.

17

“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:

The above rules will only apply to the last Month of any period. “Monthly” shall be construed accordingly.

“Non-Bank Rules” means the Ten Non-Bank Rule and the Twenty Non-Bank Rule.

“Obligor” means a Borrower or a Guarantor.

“Obligors’ Agent” means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.5 (Obligors’ Agent).

“Optional Currency” means euros or Swiss francs.

“Original Financial Statements” means:

“Original Obligor” means an Original Borrower or an Original Guarantor.

“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 Community relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Permitted Acquisition” means a purchase permitted in accordance with Clause 22.7 (Acquisitions)

“Permitted Carry Forward Amount” has the meaning given to such term in Clause 21 (Financial Covenants).

18

“Permitted Leases” means those Finance Leases in respect of equipment used by members of the Borrowing Group as listed in Schedule 11 (Permitted Leases) (as such list may from time to time be amended by written agreement between the Company and the Administrative Agent, such agreement not to be unreasonably withheld) and any other Finance Lease entered into from time to time with any Lender, provided that the aggregate of any Financial Indebtedness incurred by the Group under such Finance Leases shall not exceed £5,000,000.

“Pro Forma Borrowing Group EBITDA” means the notional EBITDA to be applied in respect of the Relevant Period or (in the case of Clause 21 (Financial Covenants)), Financial Quarter or other three month period (in the case of Clause 5.3.2 (Currency and amount)) (as appropriate), provided that, in the case of EBITDA received by any member of the Borrowing Group from a Significant Customer Contract, the amount of such EBITDA in the current financial year will be deducted from the calculation of EBITDA and an annualised proforma amount of 80 per cent. of the contracted monthly revenues per Financial Quarter in respect of each such Significant Customer Contract will be added back to EBITDA, in each case from the date of signature of such Significant Customer Contract until the first anniversary of such date.

“Qualifying Bank” means any legal entity which is recognised as a bank by the banking laws in force in its country of incorporation and which exercises as its main purpose a true banking activity, having bank personnel, premises, communication devices of its own and the authority of decision-making.

“Quarter Date” means each of 31 March, 30 June, 30 September and 31 December.

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

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 Administrative Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

“Reference Banks” means the principal London offices of Lloyds TSB Plc and such other banks or such of the Lenders as may be appointed by the Administrative Agent in consultation with the Company.

“Related Fund” means, in relation to a trust or fund or other entity, another trust, fund or other entity which is regularly engaged in, or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and either has the same fund manager or has common ownership as such first mentioned trust or fund or other entity.

“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:

19

“Relevant Period” means each period of twelve months, or such shorter period commencing on the Closing Date, ending on each Quarter Date falling on or after the Closing Date.

“Repeating Representations” means each of the representations set out in Clauses 19.1 (Status) to 19.6 (Governing law and enforcement), 19.10 (No default), 19.11.5 (No misleading information), 19.12.3 and 19.12.4 (Financial condition), 19.13 (No proceedings pending or threatened) to 19.17 (Security and Financial Indebtedness) and 19.25 (Dutch Financial Supervision Act).

“Resignation Letter” means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

“Revolving Loan” means a Facility C Loan.

“Rollover Loan” means one or more Facility C Loans:

“Screen Rate” means:

displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Administrative Agent may specify another page or service displaying the appropriate rate after consultation with the Company and the Lenders.

“Secured Parties” means each Finance Party from time to time party to this Agreement and any Receiver or Delegate.

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

“Security Company” means any member of the Group that has entered into a Transaction Security Document.

20

“Selection Notice” means a notice substantially in the form set out in Part II of Schedule 3 (Selection Notice) given in accordance with Clause 10 (Interest Periods) in relation to Facility A and/or Facility B.

“Significant Customer Contract” means a material contract entered into or to be entered into by a member of the Borrowing Group with a customer in the ordinary course of business and on arm’s length terms in such form as the Administrative Agent shall approve (acting reasonably).

“Slough Upgrade” means second phase of the upgrade in respect of London 4, as referred to in the Base Case.

“Slough Upgrade Deferred Consideration” means the amount of the consideration in respect of the Slough Upgrade that is deferred for more than 90 days after the date for initial payment of monies due under the agreement relating to the Slough Upgrade.

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

“Subsidiary” means in relation to a company or corporation, any company or corporation:

and, for these purposes, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Swiss Borrower” means a Borrower incorporated under the laws of Switzerland or which is treated as resident in Switzerland for tax purposes.

“Swiss Obligor” means an Obligor incorporated under the laws of Switzerland or which is treated as resident in Switzerland for tax purposes.

“Swiss Withholding Tax” means any withholding tax on the payment of interest and dividends (including constructive dividends) in accordance with the Swiss Federal Withholding Tax Act of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), as amended from time to time.

“Syndication Date” means the day specified by the Arranger as the day on which primary syndication of the Facilities is completed provided that the Syndication Date shall not be more than six months after the date of the first Utilisation Request under the Facilities as the case may be.

“Syndication Letter” means the letter dated on or about the date hereof addressed by the Arranger, to the Company relating to the syndication of the Facilities.

“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.

21

“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).

“Taxes Act” means the Income and Corporation Taxes Act 1988.

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

“Tax Payment” means either an increased payment made by an Obligor to a Finance Party under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity).

“Ten Non-Bank Rule” means the rule that the aggregate number of Lenders of a Swiss Borrower under this Agreement which are not Qualifying Banks must not exceed ten (10), in each case in accordance with the meaning of the Guidelines.

“Term Facility” means Facility A, Facility B or, subject to Clause 2.2 (Facility D), Facility D.

“Term Loan” means a Facility A Loan, a Facility B Loan or, subject to Clause 2.2 (Facility D), a Facility D Loan.

“Termination Date” means 30 June 2014.

“Total Commitments” means the aggregate of the Total Facility A Commitments, the Total Facility B Commitments and the Total Facility C Commitments.

“Total Debt” means, at any time, the aggregate amount of all obligations of the Borrowing Group for or in respect of the principal amount of Indebtedness for Borrowed Money but:

and so that no amount shall be included or excluded more than once.

“Total Debt Service” means, in respect of any Relevant Period, the aggregate of:

22

and so that no amount shall be included more than once and so that, to the extent not already excluded, no amount shall be included in respect of any B&S Finance Lease.

“Total Facility A Commitments” means the aggregate of the Facility A Commitments.

“Total Facility B Commitments” means the aggregate of the Facility B Commitments.

“Total Facility C Commitments” means the aggregate of the Facility C Commitments.

“Total Funding Costs” means, in respect of any period, the aggregate of:

and so that no amount shall be included more than once but excluding any amounts falling due under any overdraft, working capital facility or revolving credit facility provided such amounts are available for simultaneous redrawing under that or any replacement facility and further, to the extent not already excluded, no amount shall be included in respect of any B&S Finance Lease.

“Total Interest Costs” means, for any Relevant Period, the aggregate amount of the accrued interest, commission, fees, discounts, prepayment penalties or premiums and other finance payments in respect of Indebtedness for Borrowed Money payable in cash by any member of the Borrowing Group in respect of that Relevant Period:

“Total Senior Debt” means, at any time, the aggregate amount of all obligations of the Borrowing Group for or in respect of the principal amount owed under the Facilities.

“Total Senior Interest Costs” means, for any Relevant Period, the Total Interest Costs attributable to Total Senior Debt.

“Transaction Security” means the Security created or expressed to be created in favour of the Security Trustee and/or the Finance Parties (or any of them) pursuant to the Transaction Security Documents.

23

“Transaction Security Documents” means each of the following documents:

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

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

“Trust Property” means, collectively, (i) the security, powers, rights, titles, benefits and present or future interests constituted by, and conferred on the Security Trustee under, the Transaction Security Documents, any other Finance Document or any other related document (together, the “Trust Documents”), (ii) all assets paid, transferred to, or vested in the Security Trustee (or its nominees), or received or recovered by the Security Trustee (or its nominees) in connection with the Trust Documents, and (iii) all rights, benefits, interests and other assets representing or deriving from the foregoing, including all interest, income and other sums at any time received or recoverable in respect of the same.

“Twenty Non-Bank Rule” means the rule that the aggregate number of creditors (including the Lenders), other than Qualifying Banks, of a Swiss Borrower under all outstanding loans, facilities and/or private placements (including under this Agreement) must not at any time exceed twenty (20), in each case in accordance with the meaning of the Guidelines.

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

“Unused Amount” has the meaning given to such terms in Clause 21.1 (Financial condition).

“Utilisation” means the utilisation of a Loan.

“Utilisation Date” means the date on which a Utilisation is made.

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

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

“Working Capital” means, on any date, Current Assets less Current Liabilities.

24

25

“£” and “sterling” denotes lawful currency of the United Kingdom, “CHF” and “Swiss francs” denotes lawful currency of Switzerland and “€” and “euro” means the single currency unit of the Participating Member States.

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

26

The Obligors acknowledge that, save as expressly provided in this Agreement, the Lenders have no obligation to provide further finance or agree to any variation or amendment to the Finance Documents and shall act in their sole discretion.

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

27

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

No Borrower may deliver a Utilisation Request unless the Administrative Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent to Initial Utilisation) in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall notify the Company and the Lenders promptly in writing upon being so satisfied.

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:

28

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

29

The Company shall ensure that for a period of not less than 10 successive Business Days in each of its financial years there are no outstanding Facility C Loans.

A Borrower shall select the currency of a Loan in a Utilisation Request. Monies drawn down at the date of this Agreement shall be maintained in the currency actually drawn.

Each Lender’s participation in a Loan will be determined in accordance with Clause 5.4.2 (Lenders’ participation).

30

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

The Borrowers that have drawn a Facility D Loan shall repay the aggregate Facility D Loans at the times and in the manner agreed between the Parties, provided that no amount in respect of any Facility D Loan shall be outstanding after the Termination Date.

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to make, fund, issue or maintain its participation in any Loan, that Lender shall promptly notify the Administrative Agent upon becoming aware of that event and upon the Administrative Agent notifying the Company:

31

The Company may, if it gives the Administrative Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of £1,000,000 and a multiple of £250,000) of an Available Facility. Any cancellation under this Clause 8.2 shall reduce rateably the Commitments of the Lenders under the relevant Facility.

A Borrower may, if it or the Company gives the Administrative Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Facility A Loan or of a Facility B Loan (but, if in part, being an amount that reduces the Base Currency Amount of that Facility A Loan or Facility B Loan by a minimum amount of £1,000,000 and a multiple of £250,000).

32

“Change of Control” means a situation where:

“control” of the Company means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

“acting in concert” means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition of shares in the Company by any of them, either directly or indirectly, to obtain or consolidate control of the Company.

“De-Listing” means a de-listing of all or any part of the share capital of the Company or any other member of the Group on any recognised investment exchange (as that term is used in the Financial Services and Markets Act 2000) or in or on any exchange or market replacing the same or any other exchange or market in any jurisdiction or country.

“Management Change” means a change in the persons comprised in the core management team of the Group as at the date of this Agreement save as replaced by persons within six Months approved in writing by the Administrative Agent or as previously agreed by the Administrative Agent in writing and where such change involves the loss to or departure from the Group within any six Month period of two of the current Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer, the current persons holding such positions being named in Part II of Schedule 10 (Current CEO, COO and CFO).

33

if a Lender so requires and notifies the Administrative Agent, the Administrative Agent shall, by not less than 10 Business Days’ notice to the Company, cancel the Commitment of that Lender and declare the participation of that Lender in any outstanding Loans together with interest thereon and all other amounts accrued and owing by each of the Obligors under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender shall be cancelled and the participations of that Lender in all such outstanding Loans shall become immediately due and payable.

“Disposal Proceeds” means the consideration receivable in cash by any member of the Borrowing Group (including any amount receivable in repayment of intercompany debt in connection with that Disposal) for or in respect of any Disposal made by any member of the Borrowing Group (other than any Disposal referred to in Clause 22.13.2 (Disposals)) after deducting:

“Insurance Proceeds” means the proceeds of any insurance claim received by any member of the Borrowing Group in respect of any keyman insurance policies and/or for loss or damage to property of any member of the Borrowing Group (after deducting any reasonable expenses in relation to that claim which are incurred by any member of the Borrowing Group to persons who are not members of the Borrowing Group) but not any such proceeds which:

“Recovery Proceeds” means the proceeds of any claim (a “Recovery Claim”) against the relevant vendors or any of their Affiliates (or any employee, officer or adviser) in relation to any acquisition as described in Clause 22.7 (Acquisitions) effected hereafter by any member of the Group which has been financed in part or in whole by the Facilities (after deducting any reasonable expenses in relation to that claim which are incurred by any member of the Borrowing Group) but not any proceeds applied:

34

in each case as a result of the events or circumstances giving rise to that Recovery Claim, if those proceeds are so applied as soon as possible, but in any event within 90 days or committed to be so applied within 90 days of receipt of those proceeds and are so applied within 180 days of receipt of those proceeds (or such longer period as the Administrative Agent may agree).

A prepayment made under Clause 8.3 (Voluntary prepayment of Term Loans) or Clause 8.6 (Disposal, Insurance and Recovery Proceeds) shall be applied as follows:

35

36

The Majority Lenders may elect to waive the requirement by the Company to make prepayments pursuant to Clause 8.6 (Disposal, Insurance and Recovery Proceeds). This Clause 8.11 shall not apply to prepayments under Clause 8.5 (Exit).

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

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

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

In relation to a French Borrower, and for the purposes of Articles L313-1 et seq, R 313-1 and R313-2 of the Code de la Consommation, the Parties acknowledge that by virtue of certain characteristics of the Facilities (and in particular the variable interest rate applicable to Loans and a Borrowers’ right to select the currency and the duration of the Interest Period of each Loan) the taux effectif global cannot be calculated at the date of this Agreement. However, each French Borrower acknowledges that it has received from the Administrative Agent a letter containing an indicative calculation of the taux effectif global, based on figured examples calculated on assumptions as to the taux de période and durée de période set out in the letter. The Parties acknowledge that that letter forms part of this Agreement

37

38

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).

those Term Loans will, unless that Borrower (or the Company on its behalf) specifies to the contrary in the Selection Notice for the next Interest Period, be consolidated into, and treated as, a single Term Loan on the last day of the Interest Period.

Subject to Clause 11.2 (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 the Specified Time on the Quotation Day, the applicable LIBOR or EURIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

39

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

40

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

In this Clause 13:

“Borrower State” means a jurisdiction in which a Borrower is treated as resident for tax purposes.

“French Treaty Lender” means a Lender which:

“French Treaty State” means a jurisdiction having a double taxation agreement with France (a “French Treaty”) which makes provision for full exemption from tax imposed by France on interest.

“German Treaty Lender” means a Lender which:

“German Treaty State” means a jurisdiction having a double taxation agreement (a “German Treaty”) with Germany which makes provision for full exemption from tax imposed by Germany on interest.

“Permitted Non-Qualifying Lender” means with regard to a Swiss Obligor:

41

The Company shall confirm within five (5) days of its receipt of any such tax ruling whether or not such ruling is satisfactory for this purpose and, in the absence of such confirmation, the Company will be deemed to have confirmed that such tax ruling is so satisfactory an the fifth (5th) day after its receipt of such tax ruling; and

“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 Lender” means:

“Qualifying Swiss Lender” means a Lender which is either a Qualifying Bank or a Permitted Non-Qualifying Lender.

42

“Qualifying UK Lender” means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

and which is within the charge to the United Kingdom corporation tax as regards any payments of interest made in respect of that advance.

“Tax Authority” means any authority entitled to collect or enforce any Tax.

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

43

“Tax Credit” means a credit against any Tax or any relief or remission for Tax or its repayment.

“Treaty Lender” means a French Treaty Lender, a Germany Treaty Lender or a UK Treaty Lender.

“UK Non-Bank Lender” means:

“UK Treaty Lender” means a Lender:

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

Unless a contrary indication appears, in this Clause 13 a reference to “determines” or “determined” means a reasonable determination made in the sole discretion of the person making the determination acting reasonably and in good faith.

44

45

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;

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

46

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.

The Company shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that such Finance Party incurs in relation to all stamp duty, registration and other similar Taxes or fees payable in respect of 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 Commitments or funding or performing its obligations under any Finance Document.

47

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 (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

48

The Company shall (or shall procure that an Obligor will), within 3 Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

The Company shall (or shall procure that an Obligor will) promptly indemnify the Administrative Agent against any cost, loss or liability incurred by the Administrative Agent (acting reasonably) as a result of:

49

The Company shall promptly within 30 days of demand pay (or shall procure that an Obligor will pay) the Administrative Agent, the Arranger and the Security Trustee the amount of all costs and expenses (including legal and other professional fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and perfection of:

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 32.9 (Change of Currency), the Company shall, within 20 Business Days of demand, reimburse (or procure reimbursement of) each of the Administrative Agent and the Security Trustee for the amount of all costs and expenses (including legal fees) reasonably incurred by the Administrative Agent and the Security Trustee in responding to, evaluating, negotiating or complying with that request or requirement.

The Company shall, within 20 Business Days of demand, pay (or procure payment) 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, powers and remedies under any Finance Document and the Transaction Security and any proceedings instituted by or against the Security Trustee as a consequence of taking or holding the Transaction Security or enforcing these rights, powers and remedies.

50

Subject to the limitations set forth below, each Guarantor irrevocably and unconditionally jointly and severally:

provided that, if and to the extent the guarantee, undertaking and indemnification pursuant to this Clause 18.1 (Guarantee and Indemnity) secures obligations of a German Obligor, such guarantee, undertaking and indemnification does not come along with a collateral security (dingliche Sicherheit) including but not limited to a lien based on general business terms of a Lender on, a restraint in favour of the Lenders on disposal (Verfügungsbeschränkung) of interest bearing claims and instruments which qualify as long term for tax purposes (as set out in the guidelines of the German Federal Ministry of Finance (BMF dated 15 July 2004, 19, 20 and 37) or a submission to immediate foreclosure according to German law (Unterwerfung unter die sofortige Zwangsvollstreckung).

The draft bill (Gesetzesvorlage) of the German Tax Reform Act 2008 (Unternehmen-steuerreformgesetz 2008) as passed by the German Bundestag on 25 May 2007 proposed the abolition of the current German thin capitalisation rules (Section 8a of the German Corporate Income Tax Act) with effect from 1 January 2008. If these proposals substantially in the form of the aforementioned draft bill become law the above restriction of the collateralization of the guarantee, undertaking or indemnification shall no longer apply with effect of the first fiscal year of the respective German Obligor in which the new law is applicable. The parties agree to enter into negotiations in good faith if and to the extent that it is necessary to avoid negative tax effects after the draft bill has become law.

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

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:

51

The obligations of each Guarantor under this Clause 18 will not be affected by any act, omission, matter or thing which, but for this Clause 18, would reduce, release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any Finance Party) including:

Without prejudice to the generality of Clause 18.4 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

Each Guarantor waives any right it may have of first requiring any Finance Party (or any Security Trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 18. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

52

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 Security Trustee or agent on its behalf) may:

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 Administrative Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Administration Agent or as the Administration Agent may direct for application in accordance with Clause 32 (Payment mechanics) of this Agreement.

If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

53

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.