MIZUHO BANK, LTD. as facility agent (the "Facility Agent").

HSBC BANK PLC and MIZUHO BANK, LTD. as joint coordinators and bookrunners (the "Co-ordinators");

Mizuho Bank, Ltd., as a Bank

MIZUHO BANK, LTD., as a Lender

“Syndication Agents” means Citibank, N.A., JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd., each in its capacity as a syndication agent in respect of this Agreement.

ABBEY NATIONAL TREASURY SERVICES PLC (TRADING AS SANTANDER GLOBAL BANKING AND MARKETS), BARCLAYS BANK PLC, HSBC BANK PLC, LLOYDS BANK PLC, MIZUHO BANK, LTD., RBC EUROPE LIMITED, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and THE ROYAL BANK OF SCOTLAND PLC as mandated lead arrangers (whether acting individually or together the "Arranger");

“Documentation Agent” means each of JPMorgan Chase Bank, N.A., Citibank, N.A., Mizuho Bank, Ltd., Barclays Bank PLC and Wells Fargo Bank, National Association, each in its capacity as a documentation agent in respect of this Agreement.

Agreement means the £210,000,000 Multicurrency Revolving Facility Agreement dated [l] 2016 between, amongst others, Western Power Distribution plc as the Company and Mizuho Bank, Ltd. as Facility Agent.

​, ​ (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on [Schedule I] hereto, ​ (“JPMorgan”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined), BANK OF AMERICA, N.A., BNP PARIBAS, CITIBANK, N.A., CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH. GOLDMAN SACHS BANK USA and MIZUHO BANK, LTD., as syndication agents, and JPMORGAN, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC, GOLDMAN SACHS BANK USA and MIZUHO BANK, LTD., as Joint Lead Arrangers and Joint Bookrunners, agree as follows:

Bank of America, N.A., Barclays Bank PLC, BNP Paribas, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Goldman Sachs Bank USA, Lloyds Bank Corporate Markets plc, Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners LLC, RBC Capital Markets, Societe Generale, Sumitomo Mitsui Banking Corporation,