Exhibit D.doc

[Guarantor] Guarantee dated [??????????] 200( in respect of obligations of [____________]/[certain of its subsidiary companies] CONTENTS Clause Page 1. Definitions 1 2. Guarantee 2 3. Indemnity 3 4. Dealings with Creditors 3 5. Preservation of Rights 3 6. Independent Security 4 7. Continuing Guarantee 4 8. Immediate Recourse 5 9. Competing Claims 5 10. Appropriations 5 11. Tax Gross–Up 6 12. Representations 6 13. Currency Indemnity 6 14. Set–Off 7 15. Notices 7 16. Evidence of Obligations 7 17. Remedies and Waivers 8 18. Partial Invalidity 8 19. Governing Law 8 20. Jurisdiction 8 THIS GUARANTEE is made by way of DEED POLL on ________________ 200? BY ______________________________________ plc a company incorporated in England with registered number __________ whose registered office is at ______________________ ___________________________ (“Guarantor”) WHEREAS [Full name(s) of Subsidiary or Subsidiaries], being [a company/companies] incorporated in [England] with [registered number ________/the respective registered numbers ____________ and __________] and whose [registered office is]/[respective registered offices are] at ____________________________________ [and _______________________________] ([the]/[each an] “Obligor”) [has/have] requested the Guarantor to guarantee payment of all Obligations (as hereinafter defined) in accordance with, and as limited by, the terms and conditions of this Guarantee and the Guarantor has agreed so to do. NOW THEREFORE the Guarantor hereby covenants and agrees as follows: Definitions In this Guarantee: “Creditor” means any person (other than [an Obligor or] a subsidiary of [the/an] Obligor) to whom an Obligation is from time to time owed, whether or not such person is the person to whom that Obligation was owed when it first arose. “Obligation” means any obligation or liability, whether primary or contingent, lawfully incurred by [the/an] Obligor to any person on or before ____________ 200( (whether before or after the