Citigroup Global Markets Limited

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THE OBLIGATIONS OF THE COMPANY TO MAKE P AYMENTS AND DELIVERIES TO THE CHARGEE IN CONNECTION WIH THE REPO CONFIRMATION AN D THE NOTE OPTION CONFIRMATION (THE "SEC URED OBLIGATIONS")

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THE CLEARING FUND INDEBTEDNESS FROM TIME TO TIME OF COMPANY TO THE CHARGEE (ALL TERMS AS DEFINED)

ALL AMOUNTS DUE OR TO BECOME DUE FROM TH E COMPANY TO THE CHARGEE PURSUANT TO CLA USE 2 OF THE LETTER AGREEMENT, AND THE D ELIVERY AND MAINTENANCE IN THE COMPANY'S ACCOUNT OF ELIGIBLE SECURITIES (AS DEFI NED IN THE CUSTODIAL UNDERTAKING) ELIGIB LE COLLATERAL (DEFINED IN THE COLLATERAL AGREEMENT) EQUITIES (AS DEFINED IN THE EQUITY TRANSACTION SUPPLEMENT TO THE CUS TODIAL UNDERTAKING, SECURITIES OR CASH ( AS DEFINED IN THE COLLATERAL AGREEMENT A ND CUSTODIAL UNDERTAKING)

ALL DEBTS, OBLIGATIONS AND LIABILITIES W HATSOEVER ON THE DATE OF THE SECURITY DE ED AND FROM TIME TO TIME THEREAFTER (WHE THER BEFORE OR AFTER THE SERVICE OF A DE FAULT NOTICE) DUE, OWING OR INCURRED BY THE COMPANY TO THE CHARGEE (WHETHER SOLE LY OR JOINTLY OR JOINTLY OR SEVERALLY WI TH ANOTHER OR OTHERS AND WHETHER AS PRIN CIPAL OR SURELY AND WHETHER ACTUAL OR CO NTINGENT PRESENT AND FUTURE) INCLUDING ( WHETHER BEFORE OR AFTER ANY JUDGEMENT) A LL INTEREST, COSTS AND OTHER CHARGES WHA TSOVER AND INCLUDING WITHOUT LIMITATION, ANY SUCH DEBTS, OBLIGATIONS AND LIABILI TIES WHICH ARISE OUT OF OR IN CONNECTION WITH THE PROVISION OF CREST SETTLEMENT BANK FACILITIES (AS DEFINED IN THE SECUR ITY DEED)

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ALL DEBTS, OBLIGATIONS AND LIABILITIES W HATSOEVER NOW AND FROM TIME TO TIME THER EAFTER DUE, OWING OR INCURRED BY THE COM PANY TO THE CHARGEE

ALL PRESENT AND FUTURE OBLIGATIONS OF TH E PLEDGOR TO THE GUARANTOR (A SYNDICATE OF BANKS WHOSE LEAD BANK IS CITIBANK N.A . AND WHOSE MEMBERS AS AT THE DATE OF TH IS CERTIFICATE INCLUDE BANQUE BRUXELLES LAMBERT S.A. BANQUE GENERALE DU LUXEMBOU RG S.A. BANQUE INTERNATIONALE A LUXEMBOU RG S.A. CREDIT COMMERCIAL DE FRANCE KRED IETBANK N.V. KREDIETBANK S.A. LUXEMBURGE OISE UNION BANK OF SWITZERLAND AND WHOSE COMPOSITION MAY PERIODICALLY CHANGE) AR ISING FROM ITS GUARANTEE OF THE PLEDGOR' S BORROWINGS OF SECURITIES ARRANGED UNDE R THE CEDEL SECURITIES LENDING AND BORRO WING RULES AND REGULATIONS OF MARCH 1997 AS AMENDED FROM TIME TO TIME (THE RULES )

ALL DEBTS, OBLIGATIONS AND LIABILITIES W HATSOEVER ON THE DATE OF THE SECURITY DE ED AND FROM TIME TO TIME THEREAFTER (WHE THER BEFORE OR AFTER THE SERVICE OF A DE FAULT NOTICE) DUE, OWING OR INCURRED BY THE COMPANY TO THE CHARGEE (WHETHER SOLE LY OR JOINTLY, OR JOINTLY AND SEVERALLY, WITH ANOTHER OR OTHERS, AND WHETHER AS PRINCIPAL OR SURETY, AND WHETHER ACTUAL OR CONTINGENT, PRESENT OR FUTURE) INCLUD ING (WHETHER BEFORE OR AFTER ANY JUDGEME NT) ALL INTEREST, COSTS AND OTHER CHARGE S WHATSOEVER AND INCLUDING, WITHOUT LIMI TATION, ANY SUCH DEBTS, OBLIGATIONS AND LIABILITIES WHICH ARISE OUT OF OR IN CON NECTION WITH THE PROVISION OF CGO SETTLE MENT BANK FACILITIES (AS MORE PARTICULAR LY DESCRIBED IN THE SECURITY DEED)

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FOR SECURING THE AGGREGATE AMOUNT OF ALL OVERDRAFTS FROM TIME TO TIME IN NEW ISS UE CASH ACCOUNTS OPENED IN CONNECTION WI TH THE EURO-CLEAR SYSTEM BY THE BRUSSELS OFFICE OF MORGAN GUARANTY ON ITS BOOKS IN THE NAME OF THE COMPANY

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