XYLEM WATER TECHNOLOGIES (Risk-Sharing Finance Facility) First Amended and Restated Finance Contract between the European Investment Bank and Xylem Holdings S. r.l. as Borrower 1 and Xylem International S. r.l. as Borrower 2 and Xylem Inc. as Guarantor Luxembourg and White Plains, 14th December 2012, as first amended and restated on December 4, 2013 CONTENTS PAGE

1.01    AMOUNT OF CREDIT    16

1.02    DISBURSEMENT PROCEDURE    16

1.02A    Tranches    16

1.02B    Disbursement Offer    16

1.02C    Disbursement Acceptance    17

1.02D    Disbursement Account    17

1.03    CURRENCY OF DISBURSEMENT    17

1.04    CONDITIONS OF DISBURSEMENT    17

1.04A    First Tranche    17

1.04B    All Tranches    19

1.05    DEFERMENT OF DISBURSEMENT    19

1.05A    Grounds for deferment    19

1.05B    Cancellation of a disbursement deferred by 6 (six) months    20

1.06    CANCELLATION AND SUSPENSION    20

1.06A    Borrower's right to cancel    20

1.06B    Bank's right to suspend and cancel    20

1.06C    Indemnity for suspension and cancellation of a Tranche    20

1.06C(1)    SUSPENSION    20

1.06C(2)    CANCELLATION    20

1.07    CANCELLATION AFTER EXPIRY OF THE CREDIT    21

1.08    UP-FRONT FEE    21

1.09    NON-UTILISATION FEE    21

1.10    SUMS DUE UNDER ARTICLE 1    21

2.01    AMOUNT OF LOAN    22

2.02    CURRENCY OF REPAYMENT, INTEREST AND OTHER CHARGES    22

2.03    CONFIRMATION BY THE BANK    22

3.01A    Rate of interest    22

3.01B    Fixed Rate Tranches    22

3.01C    Floating Rate Tranches    23

3.01D    Revision or Conversion of Tranches    23

3.02    INTEREST ON OVERDUE SUMS    23

3.03    MARKET DISRUPTION EVENT    24

4.01    NORMAL REPAYMENT    24

4.01A    Repayment by instalments    24

4.01B    Single instalment    25

4.02    VOLUNTARY PREPAYMENT    25

4.02A    Prepayment option    25

4.02B    Prepayment indemnity    25

4.02B(1)    FIXED RATE TRANCHE    25

4.02B(2)    FLOATING RATE TRANCHE    25

4.02B(3)    25

4.02C    Prepayment mechanics    25

4.03    COMPULSORY PREPAYMENT    26

4.03A    Grounds for prepayment    26

4.03A(1)    PROJECT COST REDUCTION    26

4.03A(2)    PARI PASSU TO NON-EIB FINANCING    26

4.03A(3)    CHANGE OF CONTROL    27

4.03A(4)    CHANGE OF LAW    27

4.03A(5)    ILLEGALITY    28

4.03B    Prepayment mechanics    28

4.03C    Prepayment indemnity    28

4.04    GENERAL    28

5.01    DAY COUNT CONVENTION    28

5.02    TIME AND PLACE OF PAYMENT    29

5.03    DISRUPTION TO PAYMENT SYSTEMS    29

5.04    APPLICATION OF SUMS RECEIVED    29

6.01    USE OF LOAN AND AVAILABILITY OF OTHER FUNDS    30

6.02    COMPLETION OF PROJECT    30

6.03    INCREASED COST OF PROJECT    30

6.04    PROCUREMENT PROCEDURE    31

6.05    CONTINUING PROJECT UNDERTAKINGS    31

6.06    DISPOSAL OF ASSETS    31

6.07    COMPLIANCE WITH LAWS    32

6.08    CHANGE IN BUSINESS    32

6.09    MERGER    32

6.10    FINANCIAL COVENANTS    32

6.11    BOOKS AND RECORDS    32

6.12    GENERAL REPRESENTATIONS AND WARRANTIES    32

6.12A    General representations and warranties    32

6.12B    Acknowledgement    34

6.12C    Repetition    36

7.01    GUARANTEE    36

7.02    NEGATIVE PLEDGE AND SALE / LEASEBACKS    37

7.03    PARI PASSU RANKING    37

7.04    CLAUSES BY INCLUSION    38

8.01    INFORMATION CONCERNING THE PROJECT    38

8.02    INFORMATION CONCERNING THE BORROWERS    39

8.03    VISITS BY THE BANK    40

9.01    TAXES, DUTIES AND FEES    41

9.02    OTHER CHARGES    41

9.03    INCREASED COSTS, INDEMNITY AND SET-OFF    41

9.04    CURRENCY INDEMNITY    41

10.01    RIGHT TO DEMAND REPAYMENT    42

10.01A    Immediate demand    42

10.01B    Demand after notice to remedy    43

10.02    OTHER RIGHTS AT LAW    44

10.03    INDEMNITY    44

10.03A    Fixed Rate Tranches    44

10.03B    Floating Rate Tranches    44

10.03C    General    44

10.04    NON-WAIVER    44

11.01    GOVERNING LAW    44

11.02    JURISDICTION    45

11.03    AGENT OF SERVICE    45

11.04    FORUM CONVENIENS AND ENFORCEMENT ABROAD    45

11.05    PLACE OF PERFORMANCE    45

11.06    EVIDENCE OF SUMS DUE    45

12.01    NOTICES TO EITHER PARTY    45

12.02    FORM OF NOTICE    46

12.03    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999    47

12.04    COUNTERPARTS    47

12.05    INVALIDITY    47

12.06    AMENDMENTS    47

12.07    RECITALS, SCHEDULES AND ANNEX    47

A.1 Technical Description (Article 6.02)    50

A.2 Information Duties under Article 8.01(a)    51

C.1 Form of Disbursement Offer/Acceptance (Articles 1.02B and 1.02C)    56

E.1 Form of Certificate from Borrower (Article 1.04B)    59

E.2 Form of Certificate from the Guarantor (Article 1.04B)    60

E.3 Form of Compliance Certificate    61

of the first part;

of the second part; and

of the third part

of the fourth part.

towards its stakeholders and the EU citizens in general, by giving access to the information that will enable them to understand its governance, strategy, policies, activities and practices.

NOW THEREFORE it is hereby agreed as follows:

In this Contract:

"Acceptance Deadline" for a notice means:

"Authorisation" means any authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

"Accepted Tranche" means a Tranche in respect of a Disbursement Offer which has been duly accepted by the Borrower in accordance with its terms on or before the Disbursement Acceptance Deadline.

"Borrower" means Borrower 1 or Borrower 2, as applicable, and in relation to a Tranche or proposed Tranche, whichever of Borrower 1 or Borrower 2 is specified in the Disbursement Offer relating to that Tranche, and “Borrowers” means both of them. For the avoidance of doubt, each Borrower shall only be liable for Loans made to it and shall not be jointly and severally liable for Loans to the other Borrower.

"Business Day" means a day (other than a Saturday or Sunday) on which the Bank and commercial banks are open for general business in Luxembourg.

"Change-of-Control Event" has the meaning given to it in Article 4.03A(3).

"Change-of-Law Event" has the meaning given to it in Article 4.03A(4).

"Code" means the Internal Revenue Code of 1986, as the same may be amended from time to time, and the U.S. Treasury regulations promulgated thereunder.

"Compliance Certificate" means a certificate substantially in the form set out in Schedule E.3.

"Compulsory Prepayment Event" means any fact, event or circumstance which constitutes or which would (with the expiry of a grace period, the giving of notice, the making of any determination under any Finance Document or any combination of any of the foregoing) constitute a prepayment event under Article 4.03A.

"Consolidated EBITDA" shall mean, for any period, Consolidated Net Income for such period, plus

and minus

For purposes of calculating Consolidated EBITDA for any period to determine the Leverage Ratio, if during such period the Guarantor or any Subsidiary shall have consummated a material acquisition or a material disposition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto.

"Consolidated Interest Expense" shall mean, for any period, the interest expense (including imputed interest expense in respect of capital lease obligations) of the Group for such period, determined on a consolidated basis in accordance with GAAP. Consolidated Interest Expense for any period during which any member of the Group shall have consummated a material acquisition or a material disposition shall be calculated after giving pro forma effect thereto.

"Consolidated Net Income" shall mean, for any period, the net income or loss of the Group for such period, determined on a consolidated basis in accordance with GAAP.

"Consolidated Net Tangible Assets" shall mean at any time the total of all assets appearing on the most recent consolidated balance sheet of the Group less the sum of the following items as shown on such consolidated balance sheet:

"Consolidated Total Indebtedness" shall mean, as of any date, the aggregate principal amount of Financial Indebtedness of the Group outstanding as of such date, determined on a consolidated basis in accordance with GAAP.

"Contract" has the meaning given to it in Recital (4).

"Credit" has the meaning given to it in Article 1.01.

"Credit Rating" means the higher of the two lowest Credit Ratings in case of three or more, or the lower in case of two, or the current rating in case of one of any of the following ratings as assigned by a Rating Agency in respect of the Guarantor:

provided that in each of the cases (b) to (e) above the terms defined shall be deemed to refer to any equivalent term irrespective of the definition given to it and excludes any rating qualified by the terms "National Scale", "NSR", "Local", "Local Currency", "Domestic" or "Domestic Currency".

"Default" means an Event of Default or any fact, event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination under any Finance Document or any combination of any of the foregoing) constitute an Event of Default.

"Deferment Indemnity" means an indemnity calculated on the amount of disbursement deferred or suspended at the percentage rate (if higher than zero) by which:

the interest rate net of the Margin that would have been applicable to such amount had it been disbursed to the relevant Borrower on the Scheduled Disbursement Date

exceeds

Such indemnity shall accrue from the Scheduled Disbursement Date to the actual disbursement date or, as the case may be, until the date of cancellation of the Accepted Tranche in accordance with this Contract.

"Disbursement Acceptance" means a copy of the Disbursement Offer duly countersigned by the Borrower.

"Disbursement Acceptance Deadline" means the date and time of expiry of a Disbursement Offer as specified therein.

"Disbursement Offer" means a letter substantially in the form set out in Schedule C.1.

"Disruption Event" means either or both of:

and which disruption (in either such case as per (a) or (b) above) is not caused by, and is beyond the control of, the party whose operations are disrupted.

"Environment" means the following, in so far as they affect human health and social well-being:

and includes, without limitation, occupational and community health and safety matters and working conditions.

"Environmental Approval" means any permit, licence, authorisation, consent or other approval required by Environmental Law.

"Environmental Claim" means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.

"Environmental Law" means:

of which a principal objective is the preservation, protection or improvement of the Environment.

"ERISA" means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with a Borrower or the Guarantor, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

"ERISA Event" means (a) any "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan other than events for which the 30 days' notice period has been waived; (b) a failure by any Plan to meet the minimum funding standards (as defined in Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each instance, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of a Borrower or the Guarantor or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (e) the receipt by a Borrower or the Guarantor or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the receipt by a Borrower or the Guarantor or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from a Borrower or the Guarantor or any ERISA Affiliate of any notice, that Withdrawal Liability is being imposed or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in "endangered" or "critical" status (within the meaning of Section 432 of the Code or Section 305 of ERISA); or (g) the occurrence of a "prohibited transaction" with respect to which a Borrower or the Guarantor or any of its Subsidiaries is a "disqualified person" (within the meaning of Section 4975 of the Code), or with respect to which a Borrower or the Guarantor or any such Subsidiary could otherwise be liable.

"EURIBOR" has the meaning given to it in Schedule B.

"EUR" or "euro" means the lawful currency of the Member States of the European Union which from time to time adopt it as their currency in accordance with the relevant provisions of the Treaty on European Union and the Treaty on the Functioning of the European Union or their succeeding treaties.

"Event of Default" means each of the events specified in Articles 10.01A and/or 10.01B.

"Final Availability Date" means the date which is 18 months after the date of this Contract.

"Finance Documents" means this Contract, the Guarantee Agreement, the Up-front Fee Letter and any other document designated as such by the Bank and the Borrowers.

"Financial Indebtedness" of any person means all indebtedness representing money borrowed or the deferred purchase price of property (other than trade accounts payable) or any capitalised lease obligation, which in any case is created, assumed, incurred or guaranteed in any manner by such person or for which such person is responsible or liable (whether by agreement to purchase indebtedness of, or to supply funds to or invest in, others or otherwise). For the avoidance of doubt, the term "Financial Indebtedness" shall not include obligations under hedging agreements.

"Fixed Rate" means an annual interest rate determined by the Bank in accordance with the applicable principles from time to time laid down by the governing bodies of the Bank for loans made at a fixed rate of interest, denominated in the currency of the Tranche and bearing equivalent terms for the repayment of capital and the payment of interest. Fixed Rate shall include the Margin.

"Fixed Rate Tranche" means a Tranche on which Fixed Rate is applied.

"Floating Rate" means a fixed-spread floating interest rate, that is to say an annual interest rate determined by the Bank for each successive Floating Rate Reference Period equal to the Relevant Interbank Rate plus the Spread.

"Floating Rate Reference Period" means each period from one Payment Date to the next relevant Payment Date; the first Floating Rate Reference Period shall commence on the date of disbursement of the Tranche.

"Floating Rate Tranche" means a Tranche on which Floating Rate is applied.

"FRB" means the Board of Governors of the Federal Reserve System of the United States.

"GAAP" means, in respect of each Borrower, generally accepted accounting principles in Luxembourg, or, with respect to any other company, generally accepted accounting principles in the jurisdiction of incorporation of the relevant company.

"GBP" means pounds sterling, being the lawful currency of the United Kingdom.

"Governmental Authority" means the government of any country, or of any political subdivision thereof, whether state, regional or local, and any agency, authority, branch, department, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government or any subdivision thereof (including any supra-national bodies), and all officials, agents and representatives of each of the foregoing.

"Group" means the Guarantor and the Subsidiaries (including the Borrowers) and "member of the Group" means any of them.

"Guarantee" has the meaning given to it in Recital (6).

"Guarantee Agreement" has the meaning given to it in Recital (6).

"Guarantor" has the meaning given to it in Recital (6).

"IFRS" means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

"Indemnifiable Prepayment Event" means a prepayment event under Article 4.03A other than paragraph 4.03A(2) or 4.03A(5).

"Interest Revision/Conversion" means the determination of new financial conditions relative to the interest rate, specifically the same interest rate basis ("revision") or a different interest rate basis ("conversion") which can be offered for the remaining term of a Tranche or until a next Interest Revision/Conversion Date, if any, for an amount which, at the proposed Interest Revision/Conversion Date, is not less than EUR 10,000,000 (ten million euros) or the equivalent thereof.

"Interest Revision/Conversion Date" means the date, which shall be a Payment Date, specified by the Bank pursuant to Article 1.02B in the Disbursement Offer or pursuant to Article 3 and Schedule D.

"Interest Revision/Conversion Proposal" means a proposal made by the Bank pursuant to Schedule D.

"Interest Revision/Conversion Request" means a written notice from a Borrower, delivered at least 75 (seventy-five) days before an Interest Revision/Conversion Date, requesting the Bank to submit to it an Interest Revision/Conversion Proposal. The Interest Revision/Conversion Request shall also specify:

"IRS" means the US Internal Revenue Service.

"Leverage Ratio" shall mean, at any time, the ratio of (a) Consolidated Total Indebtedness at such time to (b) Consolidated EBITDA for the most recently ended period of four consecutive fiscal quarters.

"Luxembourg" means the Grand Duchy of Luxembourg.

"Loan" means the aggregate amount of Tranches disbursed from time to time by the Bank under this Contract.

"Margin" means the component of the rate of interest quantified in Article 3.01A.

"Market Disruption Event" means any of the following circumstances:

or

For the purposes of Article 1.06B(b), "Tranche" will mean a Tranche as offered under Article 1.02B.

"Material Adverse Change" means any event or change of condition which has a material adverse effect on:

"Material Subsidiary" shall mean, at any time, each Subsidiary accounting for more than 5% of the consolidated revenues of the Guarantor for the most recent period of four consecutive fiscal quarters of the Guarantor, as applicable, or more than 5% of the consolidated total assets of the Guarantor at the end of such applicable period; provided that if at the end of or for any such period of four consecutive fiscal quarters all Subsidiaries that are not Material Subsidiaries shall account for more than 10% of the consolidated revenues of the Guarantor or more than 10% of the consolidated total assets of the Guarantor, the Guarantor shall designate sufficient Subsidiaries as "Material Subsidiaries" to eliminate such excess (or if the Guarantor shall have failed to designate such Subsidiaries within 10 Business Days, Subsidiaries shall automatically be deemed designated as Material Subsidiaries in descending order based on the amounts of their contributions to consolidated total assets until such excess shall have been eliminated), and the Subsidiaries so designated or deemed designated shall for all purposes of this Contract constitute Material Subsidiaries.

"Maturity Date" means the last or sole repayment date of a Tranche specified pursuant to Article 4.01A(b)(iv) or Article 4.01B.

"Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

"Original Finance Contract" means the finance contract dated 14^th December 2012 between European Investment Bank and Xylem Holdings S.à r.l. as borrower and Xylem Inc. as guarantor.

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

"Payment Date" means: the annual, semi-annual or quarterly dates specified in the Disbursement Offer until the Interest Revision/Conversion Date, if any, or the Maturity Date, save that, in case any such date is not a Relevant Business Day, it means:

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

"Permitted Disposal" means a disposal for fair market value and at arm's length:

in each case, for the avoidance of doubt, other than assets forming part of the Project which may not be disposed of pursuant to Article 6.05(b) and all shares in Subsidiaries holding assets forming part of the Project which may not be disposed of.

"Permitted Security" means:

excluding, in each case, any Security or Quasi Security under a credit support arrangement in relation to a hedging transaction;

Group in the ordinary course of trading and on the supplier's standard or usual terms and not arising as a result of any default or omission by any member of the Group;

"Permitted Securitisation" means a securitisation entered into by a member or members of the Group, in which:

"Plan" means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA sponsored, maintained or contributed to by a Borrower or the Guarantor or any ERISA Affiliate.

"Preferred Stock" means any capital stock entitled by its terms to a preference (a) as to dividends or (b) upon a distribution of assets.

"Prepayment Amount" means the amount of a Tranche to be prepaid by a Borrower in accordance with Article 4.02A.

"Prepayment Date" means the date, which shall be a Payment Date, on which a Borrower proposes (or is required) to effect prepayment or cancellation of a Prepayment Amount.

"Prepayment Indemnity" means in respect of any principal amount to be prepaid or cancelled, the amount communicated by the Bank to a Borrower as the present value (as of the Prepayment Date) of the excess, if any, of:

The said present value shall be calculated at a discount rate equal to the Redeployment Rate, applied as of each relevant Payment Date.

"Prepayment Notice" means a written notice from a Borrower specifying, amongst other things, the Prepayment Amount and the Prepayment Date in accordance with Article 4.02A.

"Principal Bank Facility" means any working capital or syndicated credit facility or bilateral borrowing arrangement or note purchase agreement pursuant to which the Guarantor or any other member of the Group is allowed to borrow an aggregate principal amount in excess of USD 50,000,000 (or the equivalent thereof in any other currency).

"Project" has the meaning given to it in Recital (1).

"Quasi-Security" has the meaning given to it in Article 7.02.

"Rating Agency" means either of (a) Standard and Poor's Financial Services LLC, (b) Fitch Ratings Limited and (c) Moody's Investors Services, Inc. or their respective successors

"Redeployment Rate" means the Fixed Rate excluding the Margin in effect on the day of the indemnity calculation for fixed-rate loans denominated in the same currency and which shall have the same terms for the payment of interest and the same repayment profile to the Interest Revision/Conversion Date, if any, or the Maturity Date as the Tranche in respect of which a prepayment is proposed or requested to be made. For those cases where the period is shorter than 48 months (or 36 months in the absence of a repayment of principal during that period) the most closely corresponding money market rate equivalent will be used, that is the Relevant Interbank Rate minus 0.125% (12.5 basis points) for periods of up to 12 (twelve) months. For periods falling between 12 and 36/48 months as the case may be, the bid point on the swap rates as published by ICAP in Reuters for the related currency and observed by the Bank at the time of calculation will apply.

"Relevant Business Day" means:

"Relevant Interbank Rate" means:

"Relevant Jurisdiction" means in relation to a Borrower or Guarantor (i) its jurisdiction of incorporation and (ii) any jurisdiction where it conducts its business.

"Reportable Event" means any reportable event as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

"Scheduled Disbursement Date" means the date on which a Tranche is scheduled to be disbursed in accordance with Article 1.02C.

"SEC" means the U.S. Securities and Exchange Commission.

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

"Solvent" means as to the Guarantor that as of the date of determination both (a) (i) the sum of the Guarantor's debt (including contingent liabilities) does not exceed all of its property, at a fair valuation; (ii) the Guarantor is able to pay the probable liabilities on the Guarantor's then existing debts as they become absolute and matured; and (iii) the Guarantor has not incurred, does not believe (and has no reason to believe) that it will incur, debts beyond its ability to pay such debts as they become due; and (b) the Guarantor is "solvent" within the meaning given that term and similar terms under applicable US laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (discounted to present value at rates believed to be reasonable by the Guarantor acting in good faith).

"Spread" means the fixed spread to the Relevant Interbank Rate (being either plus or minus) determined by the Bank including the Margin and notified to a Borrower in the relevant Disbursement Offer or Interest Revision/Conversion Proposal.

"Subsidiary" means all entities which are consolidated with the Guarantor in accordance with generally accepted accounting principles and practices in effect from time to time in the United States of America (US GAAP).

"Technical Description" has the meaning given to it in Recital (1).

"Tranche" means each disbursement made or to be made under this Contract.

“Up-front Fee” has the meaning given to that term in Article 1.08.

“Up-front Fee Letter” means the letter between Borrower 1 and the Bank dated on or about the date of this Contract setting out the amount of the Up-front Fee payable under Article 1.08.

"US" means the United States of America.

"USD" means United States Dollars, being the lawful currency of the United States of America.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

By this Contract the Bank establishes in favour of the Borrowers, and the Borrowers accept, the credit in an amount equivalent of up to EUR 120,000,000 (one hundred and twenty million euros) in aggregate for the financing of the Project (the "Credit").

The Bank shall disburse the Credit in up to 5 (five) Tranches. The amount of each Tranche, if not being the undrawn balance of the Credit, shall be in a minimum amount of or equivalent to EUR 15,000,000 (fifteen million euros).

Upon request by a Borrower, provided that no event mentioned in Article 1.06B has occurred and is continuing, the Bank shall send to that Borrower a Disbursement Offer for the disbursement of a Tranche. The latest time for receipt by a Borrower, of a Disbursement Offer is 10 (ten) days before the Final Availability Date. The Disbursement Offer shall specify:

The relevant Borrower may accept a Disbursement Offer by delivering a Disbursement Acceptance to the Bank no later than the Disbursement Acceptance Deadline. The Disbursement Acceptance shall be accompanied:

If a Disbursement Offer is duly accepted by the relevant Borrower in accordance with its terms on or before the Disbursement Acceptance Deadline, the Bank shall make the Accepted Tranche available to the relevant Borrower in accordance with the relevant Disbursement Offer and subject to the terms and conditions of this Contract.

The relevant Borrower shall be deemed to have refused any Disbursement Offer which has not been duly accepted in accordance with its terms on or before the Disbursement Acceptance Deadline.

Disbursement shall be made to the account of a Borrower as that Borrower shall notify in writing to the Bank in accordance with Article 1.02C(a).

Only one account may be specified for each Tranche.

Subject to availability, disbursement of each Tranche shall be made in EUR or any other currency that is widely traded on the principal foreign exchange markets.

For the calculation of the sums available to be disbursed in currencies other than EUR, and to determine their equivalent in EUR, the Bank shall apply the rate published by the European Central Bank in Frankfurt, available on or shortly before submission of the Disbursement Offer as the Bank shall decide.

The disbursement of the first Tranche under Article 1.02 is conditional upon receipt by the Bank in form and substance satisfactory to it, on or before the date falling 5 (five) Business Days before the Scheduled Disbursement Date for the first Tranche, of the following documents or evidence:

or persons duly authorised to act on behalf of the Borrowers, that no Authorisations are required in connection with this Contract or the Project;

it being anticipated that, apart from the execution of the Guarantee Agreement on or about the same date as this Contract and apart from (k) and (m), each of these conditions are expected to be progressed as soon as practical after signing.

The disbursement of each Tranche under Article 1.02, including the first, is conditional upon:

(aa)    a Default, or

(bb)    a prepayment event under Article 4.03,

has occurred and is continuing unremedied or unwaived or would result from the disbursement of the proposed Tranche.

Upon the written request of the relevant Borrower, the Bank shall defer the disbursement of any Accepted Tranche in whole or in part to a date specified by that Borrower being a date falling not later than 6 (six) months from its Scheduled Disbursement Date and not later than 60 days prior to the first repayment date of the Tranche indicated in the Disbursement Offer. In such case, that Borrower shall pay the Deferment Indemnity calculated on the amount of disbursement deferred.

Any request for deferment shall have effect in respect of a Tranche only if it is made at least 5 (five) Business Days before its Scheduled Disbursement Date.

If for an Accepted Tranche any of the conditions referred to in Article 1.04 is not fulfilled as at the specified date and at the Scheduled Disbursement Date, disbursement will be deferred to a date agreed between the Bank and that Borrower falling not earlier than 5 (five) Business Days following the fulfilment of all conditions of disbursement (without prejudice to the right of the Bank to suspend and/or cancel the undisbursed portion of the Credit in whole or in part pursuant to Article 1.06B). In such case, that Borrower shall pay the Deferment Indemnity calculated on the amount of disbursement deferred.

The Bank may, by notice in writing to the relevant Borrower, cancel a disbursement which has been deferred under Article 1.05A by more than 6 (six) months in aggregate. The cancelled amount shall remain available for disbursement under Article 1.02.

The Borrowers may at any time by notice in writing to the Bank from them both cancel, in whole or in part and with immediate effect, the undisbursed portion of the Credit. However, the notice shall have no effect in respect of an Accepted Tranche which has a Scheduled Disbursement Date falling within 5 (five) Business Days of the date of the notice.

If the Bank suspends an Accepted Tranche, whether upon an Indemnifiable Prepayment Event or an event mentioned in Article 10.01, the relevant Borrower shall pay to the Bank the Deferment Indemnity calculated on the amount of disbursement suspended.

If pursuant to Article 1.06A, the Borrowers cancel:

If the Bank cancels:

Save in these cases, no indemnity is payable by the relevant Borrower upon cancellation of a Tranche by the Bank.

The indemnity shall be calculated on the basis that the cancelled amount is deemed to have been disbursed and repaid on the Scheduled Disbursement Date or, to the extent that the disbursement of the Tranche is currently deferred or suspended, on the date of the cancellation notice.

On the day following the Final Availability Date, and unless otherwise specifically agreed to in writing by the Bank, the part of the Credit in respect of which no Disbursement Acceptance has been made in accordance with Article 1.02C shall be automatically cancelled, without any notice being served by the Bank to either Borrower and without liability arising on the part of either party.

Borrower 1 shall pay or cause to be paid to the Bank within thirty days of the date of this Contract or, in case the disbursement of the first Tranche falls within thirty days of the signature of the Contract, on the Scheduled Disbursement Date for the first Tranche, an up-front fee (the "Up-Front Fee") in an amount set out in the Up-Front Fee Letter.

Borrower 1 shall pay to the Bank a non-utilisation fee calculated on the daily undrawn uncancelled balance of the Credit from the date of this Contract at a rate of 0.15% (fifteen basis points) per annum, the accrued non-utilisation fee being payable:

If the date on which the non-utilisation fee is due to be paid is not a Relevant Business Day, payment shall be made on the next day, if any, of that calendar month that is a Relevant Business Day or, failing that, the nearest preceding day that is a Relevant Business Day, in all cases with a corresponding adjustment to the amount of non-utilisation fee due.

Sums due under Articles 1.05 and 1.06 shall be payable in the currency of the Tranche concerned. They shall be payable within 15 (fifteen) days of the relevant Borrower's receipt of the Bank's demand or within any longer period specified in the Bank's demand.

The Loan shall comprise the aggregate amount of Tranches disbursed by the Bank under the Credit, as confirmed by the Bank pursuant to Article 2.03.

Interest, repayments and other charges payable in respect of each Tranche shall be made by the relevant Borrower in the currency in which the Tranche is disbursed.

Any other payment shall be made in the currency specified by the Bank having regard to the currency of the expenditure to be reimbursed by means of that payment.

Within 10 (ten) days after disbursement of each Tranche, the Bank shall deliver to the relevant Borrower the amortisation table referred to in Article 4.01, if appropriate, showing the disbursement date, currency, the amount disbursed, the repayment terms and the interest rate of and for that Tranche.

"Margin" means, at any time, the number of basis points per annum set out in the column in the table below opposite the level of Credit Rating applicable at that time (and, for the avoidance of doubt, at the date of the Contract the Margin is 50 basis points (0.50%) per annum) but:

The relevant Borrower shall pay interest on the outstanding balance of each Fixed Rate Tranche at the Fixed Rate quarterly, semi-annually or annually in arrear on the relevant Payment Dates as specified in the Disbursement Offer, commencing on the first Payment Date following the date on which the disbursement of the Tranche was made. If the period from the date on which disbursement was made to the first Payment Date is 15 (fifteen) days or less then the payment of interest accrued during such period shall be postponed to the following Payment Date.

Interest shall be calculated on the basis of Article 5.01(a) at an annual rate that is the Fixed Rate.

The relevant Borrower shall pay interest on the outstanding balance of each Floating Rate Tranche at the Floating Rate quarterly, semi-annually or annually in arrear on the relevant Payment Dates, as specified in the Disbursement Offer commencing on the first Payment Date following the date of disbursement of the Tranche. If the period from the date of disbursement to the first Payment Date is 15 (fifteen) days or less then the payment of interest accrued during such period shall be postponed to the following Payment Date.

The Bank shall notify the Floating Rate to the relevant Borrower within 10 (ten) days following the commencement of each Floating Rate Reference Period.

If pursuant to Articles 1.05 and 1.06 disbursement of any Floating Rate Tranche takes place after the Scheduled Disbursement Date, the Relevant Interbank Rate applicable to the first Floating Rate Reference Period shall apply as though the disbursement had been made on the Scheduled Disbursement Date.

Interest shall be calculated in respect of each Floating Rate Reference Period on the basis of Article 5.01(b). For the avoidance of doubt, if the Floating Rate for any Floating Rate Reference Period is below zero, it will be set at zero.

Where the relevant Borrower exercises an option to revise or convert the interest rate basis of a Tranche, it shall, from the effective Interest Revision/Conversion Date (in accordance with the procedure set out in Schedule D) pay interest at a rate determined in accordance with the provisions of Schedule D.

Without prejudice to Article 10 and by way of exception to Article 3.01A, interest shall accrue on any overdue sum payable under the terms of this Contract from the due date to the date of payment at an annual rate equal to the Relevant Interbank Rate plus the Margin plus 2% (200 basis points) and shall be payable in accordance with the demand of the Bank. For the purpose of determining the Relevant Interbank Rate in relation to this

Article 3.02, the relevant periods within the meaning of Schedule B shall be successive periods of one month commencing on the due date.

However, interest on any overdue sum under a Fixed Rate Tranche shall be charged at the annual rate that is the sum of the rate defined in Article 3.01B plus 0.25% (25 basis points) if that annual rate exceeds, for any given relevant period, the rate specified in the preceding paragraph.

If the overdue sum is in a currency other than the currency of the Loan, the following rate per annum shall apply, namely the relevant interbank rate that is generally retained by the Bank for transactions in that currency plus 2% (200 basis points), calculated in accordance with the market practice for such rate.

In relation to a specific Accepted Tranche, if at any time between the date of issuance by the Bank of a Disbursement Acceptance in respect of such Tranche, and the date falling two Business Days prior to the Scheduled Disbursement Date, a Market Disruption Event occurs, the Bank may notify to the relevant Borrower that this clause has come into effect. In such case, the following rules shall apply:

In each case the Spread or Fixed Rate previously notified by the Bank in the Disbursement Offer or in an Interest Revision/Conversion Proposal shall be no longer applicable.

Alternatively, the relevant Borrower may repay the Tranche in a single instalment on a Payment Date specified in the Disbursement Offer, being a date falling not less than 3 (three) years or more than 7 (seven) years from the Scheduled Disbursement Date.

Subject to Articles 4.02B, 4.02C and 4.04, the relevant Borrower may prepay all or part of any Tranche, together with accrued interest and indemnities if any, upon giving a Prepayment Notice to the Bank with at least 1 (one) month's prior notice specifying the Prepayment Amount and the Prepayment Date.

Subject to Article 4.02C the Prepayment Notice shall be binding and irrevocable.

Subject to Article 4.02B(3) below, if the relevant Borrower prepays a Fixed Rate Tranche, relevant Borrower shall pay to the Bank on the Prepayment Date the Prepayment Indemnity.

Subject to Article 4.02B(3) below, the relevant Borrower may prepay a Floating Rate Tranche without indemnity on any relevant Payment Date.

4.02B(3)    

Unless a Borrower has accepted in writing a Fixed Rate in respect of an Interest Revision/Conversion Proposal pursuant to Schedule D, prepayment of a Tranche on its Interest Revision/Conversion Date as accepted under Article 1.02C, or in accordance with Schedule C.1 or D, as the case may be, is effected without indemnity.

The Bank shall notify the relevant Borrower not later than 15 (fifteen) days prior to the Prepayment Date, of the Prepayment Amount, of the accrued interest due thereon and of the indemnity payable under Article 4.02B or, as the case may be, that no indemnity is due.

Not later than the Acceptance Deadline, the relevant Borrower shall notify the Bank either:

If the relevant Borrower gives the confirmation under paragraph (a) above, it shall effect the prepayment. If the relevant Borrower withdraws the Prepayment Notice or fails to confirm it in due time, it may not effect the prepayment. Save as aforesaid, the Prepayment Notice shall be binding and irrevocable.

The relevant Borrower shall accompany the prepayment by the payment of accrued interest and indemnity, if any, due on the Prepayment Amount.

If the total cost of the Project as notified by either of the, or both, Borrowers to the Bank is reduced from the figure stated in Recital (2) to a level at which the amount of the Credit exceeds 50% (fifty per cent) of such cost, the Bank may in proportion to the reduction forthwith, by notice to the Borrowers, cancel the undisbursed portion of the Credit and/or demand prepayment of the Loan. Each Borrower shall effect payment of the amount demanded of it on the date specified by the Bank, such date being a date falling not less than 30 (thirty) days from the date of the demand.

If a Borrower (or any other member of the Group) voluntarily prepays (for the avoidance of doubt, prepayment shall include repurchase or cancellation where applicable) a part or the whole of any other Non-EIB Financing and:

the Bank may, by notice to the Borrowers, cancel the undisbursed portion of the Credit and demand prepayment of the Loan. The proportion of the Loan that the Bank may require to be prepaid shall be the same as the proportion that the prepaid amount of the Non-EIB Financing bears to the aggregate outstanding amount of all Non-EIB Financing.

Each Borrower shall effect payment of the amount demanded from it on the date specified by the Bank, such date being a date falling not less than 30 (thirty) days from the date of the demand.

For the purposes of this Article, "Non-EIB Financing" includes any loan, (save for the Loan and any other direct loans from the Bank), credit bond or other form of financial indebtedness or any obligation for the payment or repayment of money originally granted to a Borrower or the Guarantor or the Group for a term of more than 3 (three) years.

A Borrower shall promptly inform the Bank if a Change-of-Control Event has occurred.

At any time after the occurrence of a Change-of-Control Event, the Bank may, by notice to the Borrower cancel the undisbursed portion of the Credit and demand prepayment of the Loan, together with accrued interest and all other amounts accrued or outstanding under this Contract.

Each Borrower shall effect payment of the amount demanded of it on the date specified by the Bank, such date being a date falling not less than 30 (thirty) days from the date of the demand.

For the purposes of this Article:

A Borrower shall promptly inform the Bank if a Change-of-Law Event has occurred. In such case, or if the Bank has reasonable cause to believe that a Change-of-Law Event has occurred, the Bank may request that the Borrowers consult with it. Such consultation shall take place within 30 (thirty) days from the date of the Bank's request. If, after the lapse of 30 (thirty) days from the date of such request for consultation the Bank is of the reasonable opinion that the effects of the Change-of-Law Event cannot be mitigated to its satisfaction, the Bank may by notice to the Borrowers, cancel the undisbursed portion of the Credit and/or demand prepayment of the Loan, together with accrued interest and all other amounts accrued or outstanding under this Contract.

Each Borrower shall effect payment of the amount demanded from it on the date specified by the Bank, such date being a date falling not less than 30 (thirty) days from the date of the demand.

For the purposes of this Article "Change-of-Law Event" means the enactment, promulgation, execution or ratification of or any change in or amendment to any law, rule or regulation (or in the application or official interpretation of any law, rule or regulation) that occurs after the date of this Contract and which, in the reasonable opinion of the Bank, would materially impair either Borrower's ability to perform its payment obligations under this Contract or the Guarantor's ability to perform its payment obligations under the Guarantee Agreement.

If it becomes unlawful in any applicable jurisdiction for the Bank to perform any of its obligations as contemplated in this Contract or to fund or maintain the Loan, the Bank shall promptly notify the Borrowers and the Bank may immediately (i) suspend or cancel the undisbursed portion of the Credit and/or (ii) demand prepayment of the Loan on the date indicated by the Bank in its notice to the Borrowers.

Any sum demanded by the Bank pursuant to Article 4.03A, together with any interest or other amounts accrued or outstanding under this Contract including, without limitation, any indemnity due under Article 4.03C, shall be paid on the date indicated by the Bank in its notice of demand.

In the case of an Indemnifiable Prepayment Event, the indemnity, if any, shall be determined in accordance with Article 4.02B.

If, moreover, pursuant to any provision of Article 4.03A the relevant Borrower prepays a Tranche on a date other than a relevant Payment Date, that Borrower shall indemnify the Bank in such amount as the Bank shall certify is required to compensate it for receipt of funds otherwise than on a relevant Payment Date.

A prepaid amount may not be reborrowed. This Article 4 shall not prejudice Article 10.

Any amount due by way of interest, indemnity or fee from either Borrower under this Contract, and calculated in respect of a fraction of a year, shall be determined on the following respective conventions:

Unless otherwise specified, all sums other than sums of interest, indemnity and principal are payable within 15 (fifteen) days of the relevant Borrower's receipt of the Bank's demand.

Each sum payable by either Borrower under this Contract shall be paid to the respective account notified by the Bank to the relevant Borrower. The Bank shall indicate the account not less than 15 (fifteen) days before the due date for the first payment by the relevant Borrower and shall notify any change of account not less than 15 (fifteen) days before the date of the first payment to which the change applies. This period of notice does not apply in the case of payment under Article 10.

A sum due from either Borrower shall be deemed paid when the Bank receives it.

If either the Bank determines (in its discretion) that a Disruption Event has occurred or the Bank is notified by either Borrower that a Disruption Event has occurred:

Sums received from the relevant Borrower shall only discharge its payment obligations if received in accordance with the terms of this Contract.

If the Bank receives a payment that is insufficient to discharge all the amounts then due and payable by a Borrower under this Contract, the Bank shall apply that payment:

The undertakings in this Article 6 remain in force from the date of this Contract (or, in the case of Borrower 2, from the Restatement Date) for so long as any amount is outstanding under this Contract or the Credit is in force.

Each Borrower shall use all amounts borrowed by it under the Loan exclusively for financing the Project (either directly or through its wholly owned subsidiaries).

Each Borrower shall ensure that it has available (either directly or through its wholly owned subsidiaries) the other funds listed in Recital (2) and that such funds are expended, to the extent required, on the financing of the Project.

The Borrowers shall carry out the Project (either directly or through its direct or indirect wholly owned subsidiaries) materially in accordance with the Technical Description, as may be modified from time to time with the approval of the Bank (acting reasonably), and complete the Project by the final date specified therein.

If the total cost of the Project exceeds the estimated figure set out in Recital (2), each Borrower shall or shall procure that one of its direct or indirect wholly owned subsidiaries shall have access to the finance to fund the excess cost without recourse to the Bank, so as to enable the Project to be completed in accordance with the Technical Description. The plans for funding the excess cost shall be communicated to the Bank without delay.

Each Borrower undertakes and shall procure that its wholly owned subsidiaries shall purchase equipment, secure services and order works for the Project (a) in so far as they apply to it or to the Project, in accordance with EU law in general and in particular with the relevant EU Directives and (b) in so far as EU Directives do not apply, by procurement procedures which, to the satisfaction of the Bank, respect the criteria of economy and efficiency.

Each Borrower shall (and shall ensure that its relevant Subsidiaries shall):

For the purposes of this Article, "dispose" and "disposal" includes any act effecting sale, transfer, lease or other disposal.

Each Borrower and the Guarantor shall procure that no substantial change is made to the core business of the Borrowers, and the Guarantor shall procure that no substantial change is made to the core business of the Group as a whole, in each case from that carried on at the date of this Contract (or, in the case of Borrower 2, the Restatement Date).

Each Borrower shall not, and the Guarantor shall procure that no member of the Group will, merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions and including by means of any merger or sale of capital stock or otherwise) all or substantially all of its assets (whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after given effect thereto no Default shall have occurred and be continuing or would result from such transaction, (a) either

of the Borrowers or the Guarantor may merge or consolidate if (i) in the case of any such merger involving a Borrower, that Borrower is the surviving entity and (ii) in the case of any other such merger, the Guarantor is the surviving entity and (b) the subsidiary, other than either of the Borrowers or the Guarantor may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to, or liquidate or dissolve into, the other Borrower or the Guarantor.

Each Borrower and the Guarantor shall ensure that the Leverage Ratio shall at all times be less than 3.50:1.00.

Each Borrower shall ensure that it has kept and will continue to keep proper books and records of account, in which full and correct entries shall be made of all financial transactions and the assets and business of that Borrower, including expenditures in connection with the Project, in accordance with GAAP as in effect from time to time.

Each of the Borrowers, severally, and not jointly, represents and warrants, only with respect to itself and not with respect to the other Borrower, to the Bank that:

such underfunded Plans by an amount that could reasonably be expected to result in a Material Adverse Change; and

The Guarantor represents and warrants to the Bank that:

has resulted or if adversely determined would reasonably be expected to be likely to result in a Material Adverse Change, nor is there subsisting against it or any of its Subsidiaries any unsatisfied judgement or award;

Each of the Borrowers acknowledges that it has made the representations and warranties contained in Article 6.12A with the intention of inducing the Bank to enter into this Contract (or, in the case of Borrower 2, the amendment and restatement of the Original Finance Contract on the Restatement Date) and that the Bank has entered into this Contract (or, in the case of Borrower 2, the amendment and restatement of the Original Finance Contract on the Restatement Date) on the basis of, and in full reliance on, each of such representations and warranties. Each of the Borrowers represents and warrants that it has no knowledge of any additional facts or matters the omission of which makes any of such representations and warranties misleading.

The representations and warranties set out above shall survive the execution of this Contract and are deemed repeated on the Restatement Date and are, with the exception of the representations and warranties in Article 6.12A(e), (i), (j), (k) and (l) and Article 6.12B(f), (j), (k) and (l) deemed repeated on the date of each Disbursement Request, each Scheduled Disbursement Date and on each Payment Date, by reference to the facts and circumstances then existing.

The undertakings in this Article 7 remain in force from the date of this Contract (or, in the case of Borrower 2, the Restatement Date) for so long as any amount is outstanding under this Contract or the Credit is in force.

The obligations of the Bank under this Contract are conditional upon the prior execution and delivery to the Bank of the Guarantee Agreement in form and substance satisfactory to it, whereby the Guarantor unconditionally guarantees the due performance of the Borrowers' financial obligations under this Contract. The Borrowers hereby acknowledge and consent to the terms of the Guarantee Agreement.

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset, except:

Each Borrower and the Guarantor shall ensure that its payment obligations under this Contract rank, and will rank, not less than pari passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments except for obligations mandatorily preferred by law applying to companies generally.

If either Borrower, the Guarantor or any other member of the Group concludes with any other financial creditor a Principal Bank Facility that includes a loss-of-rating clause or a covenant or other provision regarding its financial ratios, if applicable, that is stricter than any equivalent provision of this Contract, that Borrower or the Guarantor shall inform the Bank and both of the Borrowers and the Guarantor shall, at the request of the Bank, execute an agreement to amend this Contract so as to provide for an equivalent provision in favour of the Bank.

Each Borrower shall:

provided always that if such information or document is not delivered to the Bank on time, and that Borrower does not rectify the omission within a reasonable time set by the Bank in writing, the Bank may remedy the deficiency, to the extent feasible, by employing its own staff or a consultant or any other third party, at that Borrower's expense and that Borrower shall provide such persons with all assistance necessary for the purpose;

and set out the action to be taken with respect to such matters.

Each Borrower shall:

Information required to be delivered under this paragraph (a)(i)(A), (a)(ii)(A), (iv) or (a)(v) shall be deemed to have been distributed to the Bank if such information shall be available to the Bank on the website of the Securities and Exchange Commission at http://www.sec.gov and a confirming electronic correspondence shall have been delivered or caused to be delivered to the Bank providing notice of such availability; and

Each Borrower shall, and shall procure that each of the Subsidiaries carrying out any part of the Project will, allow persons designated by the Bank, as well as persons designated by other EU institutions or bodies when so required by the relevant mandatory provisions of EU law, to visit the sites, installations and works comprising the Project and to conduct such checks as they may wish, and shall provide them, or ensure that they are provided, with all necessary assistance for this purpose.

Each Borrower acknowledges that the Bank may be obliged to divulge such information relating to it as Borrower and the Project to any competent EU institution or body in accordance with the relevant mandatory provisions of EU law.

Each Borrower shall pay all taxes, duties, fees and other impositions of whatsoever nature, including stamp duty and registration fees, arising out of the execution or implementation of this Contract or any related

document and in the creation, perfection, registration or enforcement of any security for the Loan to the extent applicable.

Each Borrower shall pay all principal, interest, indemnities and other amounts due from it under this Contract gross without deduction of any national or local impositions whatsoever; provided that, if that Borrower is obliged to make any such deduction, it will gross up the payment to the Bank so that after deduction, the net amount received by the Bank is equivalent to the sum due.

Each Borrower shall bear all charges and expenses, including professional, banking or exchange charges incurred in connection with the preparation, execution, implementation enforcement and termination of this Contract or the Guarantee Agreement or any related document, any amendment, supplement or waiver in respect of this Contract or any related document (including all fees and expenses to be invoiced by Allen & Overy LLP, English and United States counsel to the Bank), and in the amendment, creation, management and realisation of any security for the Loan.

If any sum due from a Borrower under this Contract (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:

that Borrower shall, as an independent obligation, within 3 (three) Business Days of demand, indemnify the Bank 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.

Both Borrowers waive any right either may have in any jurisdiction to pay any amount under this Contract in a currency or currency unit other than that in which it is expressed to be payable.

Each Borrower shall repay all or part of the Loan owing by it forthwith, together with accrued interest and all other accrued or outstanding amounts under this Contract, upon written demand being made by the Bank on it in accordance with the following provisions.

The Bank may make such demand immediately:

AND such other loans or obligations or commitments falling under paragraphs (i) and/or (ii) above are in an aggregate principal amount in excess of USD 50,000,000 (fifty million dollars);

The Bank may also make such demand:

unless the non-compliance or circumstance giving rise to the non-compliance is capable of remedy and is remedied to the satisfaction of the Bank within a reasonable period of time specified in a notice served by the Bank on the Borrower or the Guarantor.

Article 10.01 shall not restrict any other right of the Bank at law to require prepayment of the Loan.

In case of demand under Article 10.01 in respect of any Fixed Rate Tranche, the Borrower shall pay to the Bank the amount demanded together with the Prepayment Indemnity on any amount of principal due to be prepaid. Such Prepayment Indemnity shall accrue from the due date for payment specified in the Bank's notice of demand and be calculated on the basis that prepayment is effected on the date so specified.

In case of demand under Article 10.01 in respect of any Floating Rate Tranche, the Borrower shall pay to the Bank the amount demanded together with a sum equal to the present value of 0.15% (fifteen basis points) per annum calculated and accruing on the amount of principal due to be prepaid in the same manner as interest would have been calculated and would have accrued, if that amount had remained outstanding according to the original amortisation schedule of the Tranche, until the Interest Revision/Conversion Date, if any, or the Maturity Date.

The value shall be calculated at a discount rate equal to the Redeployment Rate applied as of each relevant Payment Date.

Amounts due by a Borrower pursuant to this Article 10.03 shall be payable on the date of prepayment specified in the Bank's demand.

No failure or delay or single or partial exercise by the Bank in exercising any of its rights or remedies under this Contract shall be construed as a waiver of such right or remedy. The rights and remedies provided in this Contract are cumulative and not exclusive of any rights or remedies provided by law.

This Contract and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of England.

The English courts have exclusive jurisdiction to settle any dispute in connection with this Contract.

The parties agree that English courts are the most appropriate and convenient courts to settle any such dispute in connection with this Contract.

References in this Article 11.02 to a dispute in connection with this Contract include any dispute as to the existence, validity or termination of this Contract.

Without prejudice to any other mode of service allowed under any relevant law, the Borrower hereby appoints Xylem Water Holdings Limited, a company registered in England and Wales with company number 07618426 and having its registered office at c/o Water Process Ltd, Viables Industrial Estate, Jays Close, Basingstoke, Hampshire, England RG22 4BA as its agent of service for the purposes of accepting service on its behalf of any writ, notice, order, judgement or other legal process. The Borrower agrees that failure by a process agent to notify it of the process will not invalidate the proceedings concerned.

Each Borrower:

Unless otherwise specifically agreed by the Bank in writing, the place of performance under this Contract, shall be Luxembourg.

In any legal action arising out of this Contract the certificate of the Bank as to any amount or rate due to the Bank under this Contract shall in the absence of manifest error be prima facie evidence of such amount or rate.

Notices and other communications given under this Contract addressed to either party to this Contract shall be made to the address or facsimile number as set out below, or to such other address or facsimile number as a party previously notifies to the other in writing:

Any notice or other communication given under this Contract must be in writing.

Notices and other communications, for which fixed periods are laid down in this Contract or which themselves fix periods binding on the addressee, may be made by hand delivery, registered letter or facsimile. Such notices and communications shall be deemed to have been received by the other party on the date of delivery in relation to a hand-delivered or registered letter or on receipt of transmission in relation to a facsimile.

Other notices and communications may be made by hand delivery, registered letter or facsimile or, to the extent agreed by the parties by written agreement, by email or other electronic communication.

Without affecting the validity of any notice delivered by facsimile according to the paragraphs above, a copy of each notice delivered by facsimile shall also be sent by letter to the relevant party on the next following Business Day at the latest.

Notices issued by the Borrower pursuant to any provision of this Contract shall, where required by the Bank, be delivered to the Bank together with satisfactory evidence of the authority of the person or persons authorised to sign such notice on behalf of the Borrower and the authenticated specimen signature of such person or persons.

A person who is not a party to this Contract may not enforce or enjoy the benefit of any of its terms under the Contracts (Rights of Third Parties) Act 1999 and, except as provided under the Guarantee Agreement, the consent of any third party is not required for any variation (including any release or compromise of any liability) or termination of this Contract.

This Contract may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

If at any time any term of this Contract is or becomes illegal, invalid or unenforceable in any respect, or this Contract is or becomes ineffective in any respect, under the laws of any jurisdiction, such illegality, invalidity, unenforceability or ineffectiveness shall not affect:

The Recitals and following Schedules form part of this Contract:

The following Annex is attached hereto:

IN WITNESS WHEREOF the parties hereto have caused this Contract to be executed in four originals in the English language.

At Luxembourg and White Plains, this 14^th day of December 2012 and amended and restated on the Restatement Date.

The project concerns selected R&D activities for the development of technologies and products for the water industry and more specifically in the areas of: (i) Analytical Instruments (analyzers, flow samplers, temperature gauges etc.); (ii) Flow Control equipment (regulators, switches, tanks, valves, specialty pumps); (iii) Pump systems for residential, commercial and industrial heating and water applications; and (iv) Water & Wastewater Treatment Solutions (Biological Treatment, Desalination, Filtration & Clarification, Ultraviolet & Ozone Disinfection) and in integrated systems incorporating the above components with monitoring and control software. In terms of technologies, the developments concern new materials, electronics, remote monitoring, control and diagnostics. In parallel to the optimization of product portfolio, the main focus of the R&D activities is on the development of sustainable solutions in the entire product offering with reduced energy consumption and high re-use of scarce resources; and also development of integrated systems aiming at the reduction of total cost of ownership through efficient use of infrastructures and resources.

The activities will primarily take place in the company's R&D centres in Sweden (57%) and Germany (19%), but also in Italy (8%), the United Kingdom (7%), Austria (4%), Norway (3%) Hungary (2%). The project will cover the relevant activities from 2013 up to and including 2016.

The R&D activities are carried out in the following areas: (i) wastewater and dewatering pumps, biologic treatments, filtration and disinfection products for municipal and industrial use, (ii) field, portable, online and laboratory analytical instrumentation and (iii) pump systems and booster systems for water supply, heating and cooling, wastewater drainage, irrigation applications and components - regulators, switches, tanks, valves and pump systems for specialty applications. The EIB project concerns the R&D activities related to the breakthrough and technology development, process development, and the development of new product areas. Activities concerning the improvement of the current product portfolio (value engineering) and product support and maintenance activities have not been included.

Across the company, the R&D activities can be grouped in three major areas with their main underlying objectives described below:

The project covers the activities from January 2013 up to and including December 2016.

The information below has to be sent to the Bank under the responsibility of:

The above-mentioned contact person(s) is (are) the responsible contact(s) for the time being.

Each Borrower shall inform the Bank immediately in case of any change.

Each Borrower shall deliver to the Bank the following information on project progress during implementation at the latest by the deadline indicated below.

The Borrower shall deliver to the Bank the following information on project completion and initial operation at the latest by the deadline indicated below.

"EURIBOR" means:

(the period for which the rate is taken or from which the rates are interpolated being the "Representative Period"),

as published at 11h00 Brussels time or at a later time acceptable to the Bank on the day (the "Reset Date") which falls 2 (two) Relevant Business Days prior to the first day of the relevant period, on Reuters page EURIBOR 01 or its successor page or, failing which, by any other means of publication chosen for this purpose by the Bank.

If such rate is not so published, the Bank shall request the principal euro-zone offices of four major banks in the euro-zone, selected by the Bank, to quote the rate at which EUR deposits in a comparable amount are offered by each of them as at approximately 11h00, Brussels time, on the Reset Date to prime banks in the euro-zone interbank market for a period equal to the Representative Period. If at least 2 (two) quotations are provided, the rate for that Reset Date will be the arithmetic mean of the quotations.

If fewer than 2 (two) quotations are provided as requested, the rate for that Reset Date will be the arithmetic mean of the rates quoted by major banks in the euro-zone, selected by the Bank, at approximately 11h00 Brussels time on the day which falls 2 (two) Relevant Business Days after the Reset Date, for loans in EUR in a comparable amount to leading European Banks for a period equal to the Representative Period.

If the rate resulting from the above is below zero, EURIBOR will be deemed to be zero.

If no rate is available as provided above, EURIBOR shall be the rate (expressed as a percentage rate per annum) which is determined by the Bank to be the all-inclusive cost to the Bank for the funding of the relevant Tranche based upon the then applicable internally generated Bank reference rate or an alternative rate determination method reasonably determined by the Bank.

"LIBOR" means, in respect of USD:

(the period for which the rate is taken or from which the rates are interpolated being the "Representative Period"),

as set by the British Bankers Association (or any successor to that function of the British Bankers Association as determined by the Bank) and released by financial news providers at 11h00 London time or at a later time acceptable to the Bank on the day (the "Reset Date") which falls 2 (two) London Business Days prior to the first day of the relevant period.

If such rate is not so released by any financial news provider acceptable to the Bank, the Bank shall request the principal London offices of 4 (four) major banks in the London interbank market selected by the Bank to quote the rate at which USD deposits in a comparable amount are offered by each of them at approximately 11h00 London time on the Reset Date, to prime banks in the London interbank market for a period equal to the Representative Period. If at least 2 (two) such quotations are provided, the rate will be the arithmetic mean of the quotations provided.

If fewer than 2 (two) quotations are provided as requested, the Bank shall request the principal New York City offices of 4 (four) major banks in the New York City interbank market, selected by the Bank, to quote the rate at which USD deposits in a comparable amount are offered by each of them at approximately 11h00 New York City time on the day falling 2 (two) New York Business Days after the Reset Date, to prime banks in the European market for a period equal to the Representative Period. If at least 2 (two) such quotations are provided, the rate will be the arithmetic mean of the quotations provided.

If the rate resulting from the above is below zero, LIBOR will be deemed to be zero.

If no rate is available as provided above, LIBOR shall be the rate (expressed as a percentage rate per annum) which is determined by the Bank to be the all-inclusive cost to the Bank for the funding of the relevant Tranche based upon the then applicable internally generated Bank reference rate or an alternative rate determination method reasonably determined by the Bank.

"LIBOR" means, in respect of GBP:

(the period for which the rate is taken or from which the rates are interpolated being the "Representative Period"),

as set by the British Bankers Association (or any successor to that function of the British Bankers Association as determined by the Bank) and released by financial news providers at 11h00 London time or at a later time acceptable to the Bank on the day (the "Reset Date") on which the relevant period starts or, if that day is not a Business Day in London, on the next following day which is such a Business Day.

If such rate is not so released by any financial news provider acceptable to the Bank, the Bank shall request the principal London offices of 4 (four) major banks in the London interbank market, selected by the Bank, to quote the rate at which GBP deposits in a comparable amount are offered by each of them at approximately 11h00 London time on the Reset Date, to prime banks in the London interbank market for a period equal to the Representative Period. If at least 2 (two) such quotations are provided, the rate will be the arithmetic mean of the quotations provided.

If fewer than 2 (two) quotations are provided as requested, the rate will be the arithmetic mean of the rates quoted at approximately 11h00 London time on the Reset Date by major banks in London (selected by the Bank) for loans in GBP in a comparable amount to leading European banks for a period equal to the Representative Period.

If the rate resulting from the above is below zero, LIBOR will be deemed to be zero.

If no rate is available as provided above, LIBOR shall be the rate (expressed as a percentage rate per annum) which is determined by the Bank to be the all-inclusive cost to the Bank for the funding of the relevant Tranche based upon the then applicable internally generated Bank reference rate or an alternative rate determination method reasonably determined by the Bank.

For the purposes of the foregoing definitions:

To:    [Xylem Holdings S.à r.l.]/[Xylem International S.à r.l.]

From:    European Investment Bank

Date:    

FI number: 81921…………    Serapis number: 20120216………

Dear Sirs,

We refer to the Finance Contract. Terms defined in the Finance Contract have the same meaning when used in this letter.

Following your request for a Disbursement Offer from the Bank, in accordance with Article 1.02B of the Finance Contract, we hereby offer to make available to you the following Tranche:

To make the Tranche available subject to the terms and conditions of the Finance Contract, the Bank must receive a Disbursement Acceptance in the form of a copy of this Disbursement Offer duly signed on your behalf, to the following fax number [__] no later than the Disbursement Acceptance Deadline of [time] Luxembourg time on [date].

The Disbursement Acceptance must be accompanied (if it has not been previously supplied) by:

If not accepted by the above stated time, the offer contained in this document shall be deemed to have been refused and shall automatically lapse.

If you do accept the Tranche as described in this Disbursement Offer, all the related terms and conditions of the Finance Contract shall apply, in particular, the provisions of Article 1.05 (Deferment of disbursement).

Yours faithfully,

EUROPEAN INVESTMENT BANK

We hereby accept the above Disbursement Offer:

    

For and behalf of [Xylem Holdings S.à r.l.]/[Xylem International S.à r.l.]

Date:

We, as Guarantor under the Deed of Guarantee and Indemnity between the European Investment Bank and Xylem Inc. dated <>, consent to the Borrower's acceptance of the above Disbursement Offer:

    

For and behalf of Xylem Inc. (as Guarantor)

Date:

If an Interest Revision/Conversion Date has been included in the Disbursement Offer for a Tranche, the following provisions shall apply.

Upon receiving an Interest Revision/Conversion Request the Bank shall, during the period commencing 60 (sixty) days and ending 30 (thirty) days before the Interest Revision/Conversion Date, deliver to the Borrower an Interest Revision/Conversion Proposal stating:

The Borrower may accept in writing an Interest Revision/Conversion Proposal by the deadline specified therein.

Any amendment to the Contract requested by the Bank in this connection shall be effected by an agreement to be concluded not later than 15 (fifteen) days prior to the relevant Interest Revision/Conversion Date.

If the Borrower duly accepts in writing a Fixed Rate or a Spread in respect of an Interest Revision/Conversion Proposal, the Borrower(s) shall pay accrued interest on the Interest Revision/Conversion Date and thereafter on the designated Payment Dates.

Prior to the Interest Revision/Conversion Date, the relevant provisions of the Contract and Disbursement Offer and Disbursement Acceptance shall apply to the entire Tranche. From and including the Interest Revision/Conversion Date onwards, the provisions contained in the Interest Revision/Conversion Proposal relating to the new interest rate or Spread shall apply to the Tranche (or part thereof) until the new Interest Revision/Conversion Date, if any, or until the Maturity Date.

If the Borrowers do not submit an Interest Revision/Conversion Request or do not accept in writing the Interest Revision/Conversion Proposal for the Tranche or if the parties fail to effect an amendment requested by the Bank pursuant to Paragraph A above, the Borrower shall repay the Tranche (or part thereof) on the Interest Revision/Conversion Date, without indemnity. The Borrowers will repay on the Interest Revision/Conversion Date any part of a Tranche which is unaffected by the Interest Revision/Conversion.

From:    Xylem Holdings S.à r.l. and Xylem International S.à r.l.

Date:    

FI number 81921…………    Serapis number 20120216………

Dear Sirs,

Terms defined in the Finance Contract have the same meaning when used in this letter.

For the purposes of Article 1.04B of the Finance Contract we hereby certify to you as follows:

Yours faithfully,

For and on behalf of Xylem Holdings S.à r.l. and Xylem International S.à r.l.

Date:    

To:    European Investment Bank

From:    Xylem Inc.

Date:    <>

FI number: 81921    Serapis number: 20120216

Dear Sirs,

Terms defined in the Finance Contract and the Guarantee Agreement have the same meaning when used in this letter.

For the purposes of Article 1.04B of the Finance Contract we hereby certify to you as follows:

Yours faithfully,

For and on behalf of Xylem Inc.

Date:    

To:    European Investment Bank

From:    Xylem Holdings S.à r.l. and Xylem International S.à r.l.    

Date:    

FI number 81921 Serapis number 20120216

Dear Sirs,

We refer to the Finance Contract. This is a Compliance Certificate. Terms defined in the Finance Contract have the same meaning when used in this Compliance Certificate.

We hereby confirm:

Yours faithfully,

For and on behalf of Xylem Holdings S.à r.l. and Xylem International S.à r.l.

[director/manager]    [director/manager]

To: The European Investment Bank

in its capacity as the bank under the Loan Agreement (as defined below)

Dated <>

Dear Sirs,

We, <> and <>, acting as authorized representatives of the board of managers of the Company pursuant to managers' resolutions taken on <>, refer to a EUR 120,000,000 loan agreement dated [as of the date of this certificate] (the "Loan Agreement") and made between the Company and the Bank (as defined in the Loan Agreement).

As required by the Loan Agreement, We hereby certify that, based on the information collected further to appropriate searches and investigations of the Company's books and records and other information held at the Luxembourg trade and companies register and having made all due enquiry next to the Company's officers and professional advisers, as of the date of this certificate and to the best of our knowledge and belief:

We further confirm in the name and on behalf of the Company that, based on our analysis of the transaction as a whole and having made due enquiry with the Company's professional advisers, as at the date of this certificate and to the best of our knowledge and belief:

Unless the context otherwise requires, all capitalised terms used in this certificate which are not defined herein shall have the same meaning ascribed to them in the Loan Agreement.

in its capacity as the bank under the Loan Agreement (as defined below)

Dated <>

EUR 120,000,000 Loan Agreement

Dear Sirs,

We, <> and <>, acting as authorized representatives of the board of managers of the Company pursuant to managers' resolutions taken on <>, refer to a EUR 120,000,000 loan agreement dated [as of the date of this certificate] (the "Loan Agreement") and made between the Company and the Bank (as defined in the Loan Agreement).

As required by the Loan Agreement, We hereby certify that, based on the information collected further to appropriate searches and investigations of the Company's books and records and other information held at the Luxembourg trade and companies register and having made all due enquiry next to the Company's officers and professional advisers, as of the date of this certificate and to the best of our knowledge and belief:

1.    the Company is not subject to bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire on judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally;

2.    the Company is not, on the date hereof and will not, as a result of its entry into the Loan Agreement be in a state of cessation of payments (cessation de paiements) and has not lost and will not, as a result of its entry into the Loan Agreement lose its commercial creditworthiness (ébranlement de credit);

We further confirm in the name and on behalf of the Company that, based on our analysis of the transaction as a whole and having made due enquiry with the Company's professional advisers, as at the date of this certificate and to the best of our knowledge and belief:

Unless the context otherwise requires, all capitalised terms used in this certificate which are not defined herein shall have the same meaning ascribed to them in the Loan Agreement.