Schedule 3 - Alternative Credit Arrangements

For the above Non Household Retailers an alternative Parent Company Guarantee has been accepted. The wording, terms and conditions are consistent to the standard Schedule 2 Guarantee, with the following exceptions:

The following standard clause:

C. the Guarantor has agreed to provide a guarantee in favour of the counterparty at the request, and on behalf of the Obligor.

Has been replaced by:

C. the Guarantor does not maintain an investment grade credit rating and cannot therefore enter into a guarantee on the basis described in the Wholesale-Retail Code but wishes to provide a form of  alternative eligible credit support, and with that being the case:

D. the Guarantor and the Counterparty have negotiated the terms of this Guarantee and the Guarantor has agreed to provide a guarantee in favour of the Counterparty at the request and on behalf of the Obligor, and the Counterparty and the Guarantor have agreed to the following terms on the basis that the Guarantor has shadow metrics applicable to their sector such as gearing, interest cover, FFO:net debt and debt:EBITDA where such metrics may equate to a shadow investment grade rating equivalent to BBB- or higher from S&P or Fitch, Baa3 or higher by Moody's and having regard to:

        i) the scale and size of the Guarantor,
        ii) the business profile, competitive profile and reputation of the Guarantor,
        iii) the stability / predictability of any regulatory regime relating to the Guarantor

and Paragraph 2.5 has been appended to include:

"Nothing under this Guarantee will prevent the Guarantor from exercising its rights, in whole or in part, to take distributions from the Obligor."