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SYT » Topics » PART 3 TO BE DELIVERED BY AN ADDITIONAL GUARANTOR

This excerpt taken from the SYT 20-F filed Mar 16, 2005.

PART 3

TO BE DELIVERED BY AN ADDITIONAL GUARANTOR

1. A Guarantor Accession Agreement, duly executed as a deed by the Additional Guarantor.
 
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents) of the Additional Guarantor.
 
3. A copy of a resolution of the board of directors of the Additional Guarantor:
 
  (a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession Agreement as a deed;
 
  (b) authorising a specified person or persons to execute the Guarantor Accession Agreement as a deed; and
 
  (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents to be signed and/or despatched by it under or in connection with this Agreement.
 
4. If the lawyers referred to in paragraph 10 below advise it to be necessary, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
 
5. A copy of a resolution of the Board of Directors of each corporate shareholder in the Additional Guarantor:
 
  (a) approving the terms of the resolution referred to in paragraph 4 above; and
 
  (b) authorising a specified person or persons to sign the resolution on its behalf.
 
6. A certificate of a director of the Additional Guarantor certifying that guaranteeing of the Total Commitments in full would not cause any borrowing limit binding on it to be exceeded.
 
7. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
 
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and 5 above.
 
9. A copy of the latest audited accounts of the Additional Guarantor.
 
10. A legal opinion of Allen & Overy LLP, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties.
 
11. A certificate of an Authorised Signatory of the Additional Guarantor certifying that each copy document specified in Part 3 of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement.
 
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12. For any Additional Guarantor which is not incorporated under the laws of England and Wales, evidence that an agent for service of process in England (and which is acceptable to the Agent) has accepted its appointment.
 
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