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Alstom – ‘20-F’ for 3/31/03 – EX-4.16

On:  Wednesday, 10/15/03, at 10:20pm ET   ·   As of:  10/16/03   ·   For:  3/31/03   ·   Accession #:  1193125-3-62461   ·   File #:  1-14836

Previous ‘20-F’:  ‘20-F’ on 5/24/02 for 3/31/02   ·   Next & Latest:  ‘20-F’ on 6/17/04 for 3/31/04

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/16/03  Alstom                            20-F        3/31/03   18:71M                                    RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Alstom Annual Report on Form 20-F                   HTML   3.31M 
 2: EX-1        Bylaws (Statuts), as Amended, of the Company        HTML     67K 
                          (Unofficial English Translation)                       
 8: EX-4.10     Amended and Restated Eur 976,300,000 Multicurrency  HTML    636K 
                          Revolving Credit Agreement                             
 9: EX-4.11     Terms of Offer Relating to the Sale of Alstom's     HTML   6.31M 
                          Small Gas Turbines Business                            
10: EX-4.12     Agreement Re Sale and Purchase of Alstom's          HTML   1.87M 
                          Industrial Gas Turbines Business                       
11: EX-4.13     Financing Package Agreement Dated 2 August 2003     HTML     29K 
12: EX-4.14     Amendment to the Financing Package Agreement Dated  HTML     66K 
                          20 September 2003                                      
13: EX-4.15     Share Purchase Agreement With Respect to the Sale   HTML  44.48M 
                          of the T&D Sector                                      
14: EX-4.16     Eur 3,500,000,000 Bonding Guarantee Facility        HTML   1.15M 
                          Agreement Dated 29 August 2003                         
15: EX-4.17     Deed of Amendment No.1 Re Eur 3,500,000,000         HTML    203K 
                          Bonding Guarantee Facility Agreement                   
16: EX-4.18     Subordinated Debt Facility Agreement Dated 30       HTML    629K 
                          September 2003                                         
 3: EX-4.5      Eur 600,000,000 Revolving Credit Facility           HTML    895K 
                          Agreement Dated 25 March, 2003                         
 4: EX-4.6      Amended and Restated Eur 400,000,000 Revolving      HTML    641K 
                          Credit Facility Agreement                              
 5: EX-4.7      Eur 50,000,000 Amended and Restated Revolving       HTML    420K 
                          Credit Agreement, 25 March 2003                        
 6: EX-4.8      Eur 25,000,000 Amended and Restated Credit          HTML    434K 
                          Agreement, 25 March 2003                               
 7: EX-4.9      Amended and Restated Eur 1,250,000,000              HTML    625K 
                          Multicurrency Credit Agreement                         
17: EX-12.1     Certifications of CEO and CFO                       HTML     26K 
18: EX-13.1     Certifications of CEO and CFO                       HTML     15K 

EXHIBIT 4.16

Dated 29 August 2003

ALSTOM HOLDINGS

ARRANGED BY:

BNP PARIBAS

CCF

CRÉDIT AGRICOLE INDOSUEZ

CRÉDIT INDUSTRIEL ET COMMERCIAL

CRÉDIT LYONNAIS

NATEXIS BANQUES POPULAIRES

SOCIÉTÉ GÉNÉRALE

HSBC BANK PLC

as the Facility Agent

BONDING GUARANTEE FACILITY

AGREEMENT

€3,500,000,000

CONTENTS

I

II

III

THIS AGREEMENT is dated 29 August 2003

BETWEEN:

WHEREAS

IT IS AGREED AS FOLLOWS

1.1 Definitions: In this Agreement, including the Recitals, except as otherwise defined or where the context otherwise requires, the following terms shall have the following meanings:

Administrative Fee has the meaning ascribed to it in Clause 34.6;

Affected Facilities Discharge Date means the earlier to occur of:

1

Affected Facility Agreements means the €976,300,000 multicurrency revolving credit agreement dated 3 August 2001 between, inter alios, ALSTOM, BNP Paribas as agent and the banks named in that agreement, as amended by an amendment letter dated 28 March 2002 and as amended and restated by a second amendment agreement dated 8 April 2003; and the €1,250,000,000 multicurrency revolving credit agreement dated 19 April 1999 between, inter alios, ALSTOM, BNP Paribas as agent and the banks named in that agreement, as amended by an amendment letter dated 17 May 2000, by an amendment letter dated 28 March 2002 and as amended and restated by a third amendment agreement dated 8 April 2003;

Affiliate means, in relation to any person:

Agency means in relation to a state, any agency, authority, central bank, department, government, legislature, minister, ministry, official or public or statutory person (whether autonomous or not) of, or of the government of, that state or any political sub-division in or of that state;

Agency Fee Letter means the letter dated the date of this Agreement between the Facility Agent and the Company, setting out the amount of the Facility Agency Fee;

ALSTOM means ALSTOM, a French société anonyme having its registered office at 25, avenue Kléber, 75116 Paris, France and registered with the Commercial and Companies Register of Paris under number 389 058 447;

ALSTOM Group means at any particular time, the Company and the Company Subsidiaries;

Applicable Accounting Principles means those accounting principles, standards and practices generally accepted in France on which the preparation of the audited consolidated accounts of ALSTOM and the Consolidated Group as at 31 March 2003 and for the twelve month period ended on that date was based and those accounting policies which were used in the preparation of those accounts;

Applicable Exchange Rate means for the purposes of calculation of the Euro Amount of any Bonding Guarantee not denominated in Euros:

2

Applicable Law means, in respect of any person, property, transaction, contract, agreement, undertaking or event, all present or future applicable laws, statutes, regulations, treaties, judgments and decrees and (whether or not having the force of law) all applicable official directives, rules, guidelines, orders and policies of any governmental, inter-governmental or supranational body having authority over that person, and all applicable orders and decrees of courts and arbitrators;

Applicant means in respect of any Bonding Guarantee issued or requested to be issued under this Agreement, the Guaranteed Subsidiary in respect of whose obligations such Bonding Guarantee is, or is requested to be, issued and the Company (in its own name and in its capacity as agent for that Guaranteed Subsidiary);

Assets means, in relation to any person, all or any part of its business, undertaking, property, assets, revenues (including any right to receive revenues) and uncalled capital, wherever situated;

Auditors means Barbier Frinaut et Associés and Deloitte & Touche or any other firm of independent public accountants of international standing which may be appointed as its auditors from time to time by the Company, ALSTOM or a Company Subsidiary, as the case may be;

Available Commitment means, at any time prior to the Final Issue Date:

Available Facility Amount means, at any time, the aggregate amount of the Total Tranche A Available Commitments and the Total Tranche B Available Commitments.

Banks means the Tranche A Participating Banks, the Tranche A Issuing Banks and the Tranche B Issuing Banks and Bank shall mean any one of them;

Basle Agreement means the agreement relating to international convergence of capital measurement and capital standards issued under the Basle Committee on Banking Supervision in July 1988;

Beneficiary means a beneficiary under a Bonding Guarantee;

3

Bonding Guarantee means any of the following financial instruments which have been issued in accordance with the terms of this Agreement: a standby letter of credit or a bond (including in either case a bid, advance payment, or retention payment or performance bond, or any performance related instrument as set out in the definition of “instrument” in paragraphs 1 and 2 of the Basle Agreement), a surety, a guarantee, a first demand guarantee (including, in respect of any of the foregoing, instructions to issue such instruments and counter-guarantees to a local issuing or correspondent bank);

Bonding Guarantee Amendment Request means a request made by the Company in its own name and for the account of a Guaranteed Subsidiary for an amendment of a Bonding Guarantee, substantially in the form as may be agreed by the Facility Agent, in the case of the Tranche A Facility, or relevant Tranche B Issuing Bank in the case of the Tranche B Facility, specifying as a minimum the information set out in Clause 8.2;

Bonding Guarantee Fee has the meaning given to it in Clause 34.2;

Bonding Guarantee Request means a request made by the Company in its own name and for the account of a Guaranteed Subsidiary for a Bonding Guarantee, substantially in the form set out in Schedule 2 (and which shall include a pro forma CFDI Notification substantially in the form of the attachment thereto, as may be updated from time to time), with such amendments to the form as may be agreed by the Facility Agent and the relevant Tranche A Issuing Bank, in the case of the Tranche A Facility, or relevant Tranche B Issuing Bank in the case of the Tranche B Facility (such agreement not to be unreasonably withheld or delayed), in accordance with the terms of this Agreement;

Borrowed Money includes any Indebtedness:

Bridge Facility Agreement means the €600,000,000 revolving credit facility agreement dated 25 March 2003 and between ALSTOM and each of Bayerische Landesbank, Paris Branch, BNP Paribas, CCF, CDC Finance - CDC IXIS, Commerzbank Aktiengesellschaft, Paris Branch, Crédit Agricole Indosuez, Crédit Industriel et Commercial, Crédit Lyonnais, JPMorgan Chase Bank, Paris Branch, Natexis Banques Populaires, Société Générale, the banks named in that agreement

4

and BNP Paribas as agent, as amended by a first amendment agreement dated 16 June 2003;

Bridge Facility Discharge Date means the earlier to occur of:

Business Day means a day (other than Saturday or Sunday):

Capital Increase means the EUR 300,000,000 augmentation de capital réservée of ALSTOM as contemplated by article 2.1 of the Protocol;

CFDI means Caisse Française de Développement Industriel;

CFDI Guarantee means the guarantee granted by CFDI in favour of banks in connection with the bonding guarantee programmes of the Company and its subsidiaries pursuant to the CFDI Notice;

CFDI Notice means the notice relative à la procédure de contre-garantie des engagements d’ALSTOM au titre des garanties et cautions bancaires émises pour son compte, setting out the requirements for banks participating in the bonding guarantees subject of the CFDI Guarantee, substantially in the form set out in Schedule 3 and as updated from time to time;

CFDI Notification means the notification to CFDI by an Issuing Bank in respect of the issue by it of a Bonding Guarantee in such form attached as Annexe 2 to the CFDI Notice;

Commitment means, in relation to a Bank, its Tranche A Commitment or its Tranche B Commitment, as applicable;

5

Commitment Period means the period from (and including) the date of this Agreement up to (and including) the Final Issue Date;

Company means ALSTOM Holdings;

Company Subsidiary means any entity of which the Company has from time to time direct or indirect control (as defined in article L. 233-3 of the French Commercial Code);

Compliance Certificate means a certificate to be delivered by the Company pursuant to Clause 26.8(b);

Consent includes an approval, authorisation, exemption, filing, licence, order, permission, recording or registration (and references to obtaining Consents shall be construed accordingly);

Consolidated Group means, at any particular time, ALSTOM and its consolidated Subsidiaries, including the Company (and member of the Consolidated Group shall be construed accordingly);

Default Interest means interest payable in respect of any Unpaid Sum or Unpaid Judgment pursuant to Clause 18.1;

Demand Amount means:

Directive includes any present or future directive, regulation, request, requirement, rule or credit restraint programme of any Agency of any state or of any self-regulating organisation (whether or not having the force of law but, if not having the force of law, only if compliance with the Directive is in accordance with the general practice of persons to whom the Directive is intended to apply);

Disposal means a sale, granting of a lease or making of an assignment, conveyance, transfer or gift or the disposal of any form of ownership, title, estate or interest (including, without limitation, by way of securitisation, sale and leaseback and/or sub-participation) and Dispose has the corresponding meaning;

Drawstop Event means an event specified as such in Clause 30 irrespective of whether or not such event occurs before or after the Final Issue Date;

Eligibility Criteria means the minimum eligibility criteria to be satisfied in order for a Bonding Guarantee to be issued pursuant to this Agreement, as set out in Schedule 4,

6

including the Tranche A Eligibility Criteria (in the case of a Tranche A Bonding Guarantee) and the Tranche B Eligibility Criteria (in the case of a Tranche B Bonding Guarantee);

Environmental Authorisations means all Consents necessary under Environmental Law for the carrying out of the business of the ALSTOM Group and the operation and maintenance of the Assets of the ALSTOM Group;

Environmental Law means any law, Directive or any Consent in force from time to time relating to:

EONIA means, in respect of any Unpaid Sum denominated in Euros:

at or about 11.00 a.m. Paris time on the relevant day for the offering of overnight deposits in Euros;

EUR, Euros or € means the single currency of the Participating Member States;

Euro Amount means:

7

and subject in each case to further adjustment to reflect any increase, reduction, discharge or cancellation of any of the principal amount of the Bonding Guarantee in accordance with the terms of this Agreement;

Event of Default means an event specified as such in Clause 31;

8

Excluded Default means an Event of Default arising solely under Clause 31.1(d) (a) by reason of any action undertaken pursuant to and in compliance with the Protocol by any party thereto; (b) by reason of a material adverse change, a breach of a financial ratio or any litigation resulting in a material adverse change or similar provisions contained in any other agreement in respect of Borrowed Money of ALSTOM or any member of the ALSTOM Group; (c) by reason of the occurrence of a breach of financial covenants under the Deed of Guarantee dated 7 April 1995 as replaced on 18 December 2002 granted by the Company in favour of Royal Bank of Scotland (Industrial Leasing) Limited and Asset Finance March (A) Limited in connection with the project known as the “Northern Line” which event has been waived temporarily by Royal Bank of Scotland (Industrial Leasing) Limited and Asset Finance March (A) Limited for so long as that waiver is in full force and effect or (d) by reason of any event of default or potential event of default under the Affected Facility Agreements, the Bridge Facility Agreement or the Extended Facility Agreements, provided in each case that such Event of Default shall cease to be an Excluded Default if any or all of the Indebtedness under the relevant agreement is accelerated or put on demand, if any commitment arising thereunder is cancelled or suspended or if the relevant financier otherwise invokes or, in respect of an event of default thereunder, expressly alleges that an event of default is subsisting and reserves its rights to invoke any such default, and provided further that, on the date falling 60 days after the Signing Date, there shall no longer be any Excluded Default under this Agreement;

Expiry Date means, in relation to a Bonding Guarantee, the date on which the maximum aggregate contingent liability of the relevant Issuing Bank is to be, or has been, reduced to zero;

Extended Facility Agreements means the €400,000,000 revolving credit agreement dated 28 March 2002 between, inter alios, ALSTOM, BNP Paribas as agent and the banks named in that agreement, the €50,000,000 bilateral credit agreement dated 30 April 2002 between ALSTOM and BNP Paribas and the €25,000,000 credit agreement dated 23 April 2002 between ALSTOM and JPMorgan Chase Bank, Paris Branch, in each case as amended by a first amendment agreement dated 25 March 2003 and by a second amendment agreement dated 3 July 2003;

Extended Facilities Discharge Date means the earlier to occur of:

External Guarantee means a standby letter of credit or a bond (including in either case a bid, advance payment, or retention payment or performance bond, or any performance related instrument as set out in the definition of “instrument” in paragraphs 1 and 2 of the Basle Agreement), a surety, a guarantee, a first demand guarantee (including, in respect of any of the foregoing, instructions to issue such instruments and counter-guarantees to a local issuing or correspondent bank), issued or which a bank or financial institution has agreed to issue for the account of the

9

Company and/or any of its subsidiaries, which is guaranteed by CFDI pursuant to the CFDI Notice, but is not issued pursuant to this Agreement;

Facility means the multi-currency dual tranche committed Bonding Guarantee facility in an initial amount of €3,500,000,000, consisting of two tranches (Tranche A Facility and Tranche B Facility), made available in connection with the CFDI Guarantee to the Company and the Guaranteed Subsidiaries by the Banks pursuant to this Agreement;

Facility Agency Fee has the meaning given to it in Clause 34.1;

Facility Limits means those limitations and restrictions in respect of the utilisation of the Facility set out in Clause 2.2;

Facility Office means, in respect of a Bank, the office(s) notified by that Bank to the Facility Agent:

as the office(s) through which it will perform all or any of its obligations under this Agreement, any relevant Bonding Guarantee and any other Finance Documents to which it is a party;

Fees means the fees payable by the Company for itself and the Guaranteed Subsidiaries to the Finance Parties (and, as the case may be, for the account of CFDI) under this Agreement, including the Bonding Guarantee Fee, the Tranche A Non-Utilisation Fee, the Tranche B Facility Fee, the Tranche A Issuing Bank Fee, the Administrative Fee, and the Facility Agency Fee;

Final Issue Date means 28 February 2005;

Final Maturity Date means 28 February 2012;

Finance Documents means this Agreement, the Agency Fee Letter, each Transfer Certificate, each Guaranteed Subsidiary Accession Agreement, each Request and any other document designated as a Finance Document by the Facility Agent and the Company;

Finance Parties means the Mandated Lead Arrangers, the Banks and the Facility Agent and Finance Party shall mean any one of them;

GT24/26 turbines means the gas turbines which are the subject of the contracts listed in Schedule 5 and any other gas turbines which may become the subject of a contract at a later date in respect of which the Company informs the Facility Agent pursuant to the obligation to update that information pursuant to Clause 26.4(b);

Group Guarantee means a Guarantee granted by any member of the Consolidated Group or a Subsidiary or an Affiliate of such a member (other than an SPP described in paragraph (i) of the definition of Project Finance Indebtedness);

10

Guarantee means, without duplication, an indemnity and any other obligation (whatever called) of any person to pay, purchase, provide funds (whether by the advance of money, the purchase of or subscription for shares or other securities, the purchase of Assets or services or otherwise) for the payment of, indemnity against the consequences of default in the payment of, or otherwise be responsible for, any Indebtedness of any other person (and Guarantor shall be construed accordingly);

Guaranteed Subsidiary means each Company Subsidiary that accedes to this Agreement pursuant to Clause 40.15 and thereafter in respect of whose obligations a Bonding Guarantee may be issued under this Agreement, including, without limitation, each Company Subsidiary listed in Schedule 1 Part C as a Company Subsidiary provisionally expected to become a Guaranteed Subsidiary;

Guaranteed Subsidiary Accession Agreement means a duly completed agreement entered into between a Company Subsidiary, the Company and the Facility Agent, pursuant to which, inter alia, the Company Subsidiary agrees to become a party to and be bound by the provisions of this Agreement, in the form of Schedule 6 Part A with such amendments as the Facility Agent may approve or reasonably require;

Holding Company means, in relation to a person, an entity of which that person is a Subsidiary;

Implementation Date means the earlier of (i) 8 September 2003 and (ii) the date on which the Finance Parties (other than the Facility Agent) receive notice in writing from the Facility Agent that it has completed the implementation of its internal operational information technology systems and as a consequence of such implementation is able from that time on to perform all of its duties in accordance with the terms of this Agreement;

Indebtedness includes, with respect to any person (the Relevant Person), any obligation (whether present or future, actual or contingent, secured or unsecured, as principal, surety or otherwise):

Information Package means

11

Initial Euro Amount means: (a) in respect of a Bonding Guarantee denominated in an Optional Currency (i) the principal amount of that Bonding Guarantee converted into Euros at the Applicable Exchange Rate on the date on which the Facility Agent first made its determination under Clauses 5.4(a) and 5.4(b) that such Bonding Guarantee could be issued (except that if a Reset Date occurs following such determination but prior to the Issue Date of that Bonding Guarantee, the Applicable Exchange Rate on that Reset Date shall apply), and (ii) in the case of an amendment increasing the principal amount of a Bonding Guarantee, the principal amount of that Bonding Guarantee as amended, converted into Euros at the Applicable Exchange Rate on the date the Facility Agent made its determination under Clause 8.5(b)(i) and (b) in the case of Bonding Guarantees denominated in Euros, its Euro Amount;

Initial Liquidity Plan means the three year liquidity plan referred to as W8 Plan de Trésorerie of 4 August 2003, a copy of which is initialled by the Company for identification purposes on the Signing Date, as updated in accordance with the PWC Report;

Intellectual Property means patents and patent applications, trade and service marks and applications (and goodwill associated with such applications), brand and trade names, copyrights and rights in the nature of copyright, design rights, registered designs and applications for registered designs, trade secrets, know-how and all other intellectual property rights throughout the world and all rights under any agreements relating to the use or exploitation of such rights;

Inter-bank Market means:

Investments means (a) any debt securities issued by the governments of any member state of the European Union, Switzerland or the United States, (b) any debt securities maturing not more than 1 year after the date of acquisition, issued by any commercial banking institution or any company (other than a Company Subsidiary) organised under the laws of any of the countries referred to above and whose short term debt rating, as at the time of any investment, is at least P-1 or A-1 according to Moody’s or Standard & Poor’s, respectively, or any successor of such rating agencies;

12

Issue Date means the date of the issue of any Bonding Guarantee (or in this connection, where applicable, the date of the SWIFT instruction to the correspondent bank);

Issuing Bank means a Tranche A Issuing Bank or a Tranche B Issuing Bank, as the context shall require;

Latest Financial Statements means, the financial statements and accounts most recently delivered to the Facility Agent pursuant to Clauses 26.2 and 26.3 and Latest Financial Statements of ALSTOM shall be construed accordingly;

LIBOR means in respect of any Unpaid Sum denominated in an Optional Currency, the rate which is quoted for the period designated by the Company (being the relevant period) on the relevant page on the Telerate screen (or such other service as may replace it for the purpose of displaying London inter-bank offered rates of leading reference banks for deposits in the relevant currency) as of 11.00 a.m. (London time) on the relevant day as being the interest rate offered in the London inter-bank market for deposits in the relevant currency for the relevant period but:

Until replaced, the relevant Telerate screen pages are “3750” or “3740” as appropriate, depending on the particular currency, or, in the case of a currency the rate for which is not shown on pages 3750 or 3740, such other page as is notified by the Facility Agent to the Company before any Bonding Guarantee is issued in that particular currency;

Liquidity Plan means any liquidity plan certified by the chief financial officer of ALSTOM updating the Initial Liquidity Plan;

Litigation Report means the internal annual litigation report of ALSTOM prepared in the context of the disclosures made in ALSTOM’s annual accounts;

Majority Banks means, at any time, Banks:

13

Mandatory Cost means, in relation to any Bank’s share of an Unpaid Sum, the percentage rate per annum determined by that Bank in accordance with Schedule 7;

Material Adverse Effect means any event having a material adverse effect:

Material Subsidiary means at any time, any Company Subsidiary which is named in the list of subsidiaries set out in Schedule 8 or in such revised list as shall be provided by the Company to the Facility Agent together with the Latest Financial Statements in accordance with Clause 26.9, provided that a Subsidiary shall be a Material Subsidiary irrespective of whether it appears in any such list (a) if it represents 5 per cent. or more of the consolidated revenues of the ALSTOM Group and Material Subsidiaries shall represent in aggregate no less than 70 per cent of consolidated revenues of the ALSTOM Group for the financial year in respect of which such accounts were prepared, or (b) if it controls directly or indirectly, alone or with other members of the ALSTOM Group, a Material Subsidiary, calculated by reference to the most recent audited, consolidated financial statements of ALSTOM and the accounts of each Company Subsidiary for the period covered by such statements;

Moody’s means Moody’s Investors’ Service (or the same credit rating agency under any other name), or such other entity to which it may transfer the whole of its credit rating business or with which it may consolidate, amalgamate or merge;

Net Cash Proceeds means the cash proceeds from the disposal of Assets, having deducted:

Obligors means the Company and each of the Guaranteed Subsidiaries (acting severally (but not jointly and not jointly and severally));

Optional Currency means, in relation to a Bonding Guarantee, a currency other than Euro:

14

ORA means the issue of obligations remboursables en actions referred to in the Protocol;

Outstandings means, in relation to a Bank at any particular time, the aggregate of the actual and contingent liabilities of that Bank in respect of all Bonding Guarantees which have been issued, plus (without duplication) the aggregate of any unpaid Demand Amounts owed to that Bank (and for the avoidance of doubt without reduction for any cash cover which may be provided in connection therewith);

Participating Member State means a member state of the European Communities that adopts or has adopted the Euro as its lawful currency under the legislation of the European Union relating to Economic and Monetary Union;

Party means a party to this Agreement;

Potential Event of Default means any event or circumstance which, if it continued after the giving of any notice, the expiry of any grace period, and/or (as the case may be) the making of any determination by the Majority Banks would become an Event of Default pursuant to Clause 31.1;

Project Finance Indebtedness means any Indebtedness to finance the ownership, acquisition, development, operation or maintenance of an asset or business (a Project):

15

16

Proposed Bonding Guarantee means an instrument of the type specified in the definition of Bonding Guarantee the subject of a Bonding Guarantee Request which has not yet been issued and Proposed Tranche A Bonding Guarantee and Proposed Tranche B Bonding Guarantee shall be construed accordingly;

Protocol means the protocol relating to the ALSTOM financial restructuring dated 2 August 2003 initially entered into by ALSTOM, the French State, BNP Paribas, Groupe Crédit Agricole and Société Générale;

PWC Report means the report to be provided on or about 23 September 2003 by PricewaterhouseCoopers as contemplated under the Protocol;

Qualifying Lender means a person which is entitled to any participation in a Bonding Guarantee and any Fees to be paid to it on that participation in that Bonding Guarantee and which fulfils the conditions (other than the completion and filing of forms by such person) imposed by French laws, taking into account, as the case may be, any applicable international treaty, in order for any sum payable by the Company or the Facility Agent for the account of the Company not to be subject to any withholding or deduction for any taxes;

Quarter means a calendar quarter, that is each period of three months ending on 31 March, 30 June, 30 September and 31 December in each calendar year. Notwithstanding the foregoing, the first Quarter shall be deemed to commence on the date of this Agreement and the final Quarter shall be deemed to end on the earlier of (a) the date on which all outstanding Bonding Guarantees shall have been released or discharged pursuant to Clause 14 or (b) the date on which the Total Commitments are reduced to zero in accordance with Clause 32;

Rating Agencies means Moody’s and Standard & Poor’s;

Reference Banks means, subject to Clause 40.16, in relation to LIBOR and Mandatory Cost, the principal London offices of HSBC Bank plc, BNP Paribas and Société Générale and, in relation to EONIA the principal office in Paris of CCF, Crédit Agricole Indosuez and Crédit Industriel et Commercial;

Release Date means, in relation to a Bonding Guarantee, the day of receipt by the Facility Agent of a notice in respect of that Bonding Guarantee from the relevant Issuing Bank under Clause 9;

Request means a Bonding Guarantee Request or a Bonding Guarantee Amendment Request as the context shall require;

Requisite Credit Rating means, in relation to any person, a credit rating in respect of its long term unsecured, unsubordinated debt obligations (or if not rated, those of its Parent) of at least A by Standard & Poor’s and/or A2 by Moody’s;

17

Reservations means generally applicable legal principles affecting creditors’ rights generally under the laws of England or France;

Reset Date means the last Business Day in any calendar month;

Security includes any mortgage, pledge, lien, hypothecation, security interest or other charge or encumbrance and any other agreement or arrangement having substantially the same economic effect (including any “flawed asset” arrangement) (and secured shall be construed accordingly);

Signing Date means 29 August 2003;

Short-term Investments means any short term debt securities issued by the government of any member state of the European Union, Switzerland or the United States or any commercial banking institution or any company (other than a Company Subsidiary) organised under the laws of any of the OECD countries and whose short term debt, as at the time of any investment, is rated at least P-1 or A-1 by Moody’s or Standard & Poor’s respectively;

Standard & Poor’s means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc. (or the same credit rating agency under any other name), or such other entity to which it may transfer the whole of its credit rating business or with which it may consolidate, amalgamate or merge;

Stepped Bonding Guarantee means a Bonding Guarantee, the terms of which provide for an increase in the initial principal amount at certain times or under certain circumstances;

Strategic Plan means the plan approved by the board of directors of ALSTOM approving ALSTOM’s asset disposal programme (the particulars of which appear in a press release of 14 March 2003) and restructuring, as may be amended as provided in the Protocol;

Subordinated Debt Facility means the subordinated debt facility to be granted by a syndicate of banks and financial institutions to ALSTOM on or about 15 September 2003, as a component of the refinancing contemplated by article 3.4 of the Protocol;

Subsidiary means in relation to any person at any particular time, any other person which is then directly or indirectly Controlled, or more than 50 per cent. of whose share capital (or the like) is then beneficially owned, directly or indirectly, by that person;

T&D refers to the transmission and distribution business of the ALSTOM Group;

TARGET Day means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open;

Tax(es) includes any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wheresoever imposed, levied, collected, withheld or assessed;

18

Tax on Overall Net Income of a person shall be construed as a reference to Tax (other than Tax deducted or withheld from any payment) imposed on that person by the jurisdiction in which its principal office (and/or, in the case of a Bank, its Facility Office) is located by reference to (a) the net income, profits or gains of that person world-wide or (b) such of its net income, profits or gains as arise in or relate to that jurisdiction;

Total Commitments means at any time, the aggregate of the Total Tranche A Commitments and the Total Tranche B Commitments, being €3,500,000,000 as at the date of this Agreement;

Total Tranche A Available Commitments means, at any time, the aggregate of the Tranche A Available Commitments;

Total Tranche A Commitments means, at any time, the aggregate of the Tranche A Commitments, being €3,045,000,000 at the date of this Agreement;

Total Tranche B Available Commitments means the aggregate for the time being of the Tranche B Available Commitments;

Total Tranche B Commitments means the aggregate for the time being of the Tranche B Commitments, being €455,000,000 at the date of this Agreement;

Tranche A Available Commitment means, in relation to a Tranche A Bank on any date, its Tranche A Commitment less the aggregate of (i) the Euro Amount of its participation (if any) in all of the Tranche A Bonding Guarantees, taking into account in each case any proposed amendment thereof pursuant to a Request received by the Facility Agent on or prior to that date; and (ii) the Euro Amount of its participation in any Proposed Bonding Guarantee to be issued as a Tranche A Bonding Guarantee in respect of which the Facility Agent has received notice under Clause 5.3(a) on or prior to that date, as may be further adjusted to reflect any reduction in the Facility and such Tranche A Commitment in accordance with the terms of this Agreement;

Tranche A Bank means, a Tranche A Issuing Bank and/or a Tranche A Participating Bank;

Tranche A Bonding Guarantee means a Bonding Guarantee issued as a Tranche A Bonding Guarantee by a Tranche A Issuing Bank to a Beneficiary under this Agreement in accordance with the Tranche A Eligibility Criteria;

Tranche A Bonding Guarantee Proportion means, in relation to a Tranche A Participating Bank (including for the avoidance of doubt a Tranche A Issuing Bank which is participating in that Bonding Guarantee) in respect of any Bonding Guarantee, the proportion (expressed as a percentage) borne by that Bank’s Tranche A Commitment to the Total Tranche A Commitments as adjusted to reflect any assignment or transfer under this Agreement to or by that Bank as at the relevant date or, if the Total Tranche A Commitments have been cancelled or reduced to nil, that proportion immediately before such cancellation or reduction;

Tranche A Commitment means, save as otherwise provided in this Agreement:

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as increased, cancelled, reduced or transferred under this Agreement;

Tranche A Eligibility Criteria means the minimum eligibility criteria that, in addition to the Eligibility Criteria, must be satisfied in order for a Proposed Bonding Guarantee to be issued as a Tranche A Bonding Guarantee, as set out in Schedule 4 Part B;

Tranche A Facility means the syndicated multi-currency committed Bonding Guarantee facility in an initial amount equal to €3,045,000,000 referred to in Clause 2.1(a);

Tranche A Issuing Banks means the Initial Tranche A Issuing Banks and any bank or financial institution which becomes a Tranche A Issuing Bank in accordance with Clause 40 and Tranche A Issuing Bank shall mean any one of them;

Tranche A Issuing Bank Fee has the meaning ascribed to it in Clause 34.3(a);

Tranche A Majority Banks means, at any time, Tranche A Participating Banks:

Tranche A Non-Utilisation Fee has the meaning ascribed to it in Clause 34.5;

Tranche A Participating Banks means the Initial Tranche A Participating Banks and any bank or financial institution which becomes a Tranche A Participating Bank in accordance with Clause 40 and Tranche A Participating Bank shall mean any one of them;

Tranche A Transferee Bank shall bear the meaning given to it in Clause 40.3;

Tranche A Transferor Bank shall bear the meaning given to it in Clause 40.3;

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Tranche B Available Commitment means, in relation to a Tranche B Issuing Bank on any date, its Tranche B Commitment less the aggregate of (i) the Euro Amount of all of the Tranche B Bonding Guarantees issued by it, taking into account in each case any proposed amendment thereof pursuant to a Request, a copy of which is received by the Facility Agent on or prior to that date); and (ii) the Euro Amount of any Proposed Bonding Guarantee to be issued by that Tranche B Issuing Bank as a Tranche B Bonding Guarantee in respect of which the Facility Agent has received notice under Clause 5.3(a) on or prior to that date, as may be further adjusted to take into account any reduction in the Facility and such Tranche B Commitment in accordance with the terms of this Agreement;

Tranche B Bonding Guarantee means a Bonding Guarantee issued by a Tranche B Issuing Bank to a Beneficiary pursuant to this Agreement, in accordance with the Tranche B Eligibility Criteria;

Tranche B Commitment means:

in each case as may be increased by each Tranche B Issuing Bank (in respect of its own Commitment only) upon notice to the Facility Agent, the other Issuing Banks and the Company and as otherwise increased, cancelled, reduced or transferred under this Agreement;

Tranche B Eligibility Criteria means the minimum eligibility criteria that, in addition to the Eligibility Criteria must be satisfied in order for a Proposed Bonding Guarantee to be issued as a Tranche B Bonding Guarantee, as set out in Schedule 4 Part C;

Tranche B Facility means the non-syndicated multi-currency committed Bonding Guarantee facility in an initial amount equal to €455,000,000 referred to in Clause 2.1(b);

Tranche B Facility Fee has the meaning ascribed to it in Clause 34.4;

Tranche B Issuing Banks means the Initial Tranche B Issuing Banks and any bank or financial institution which becomes a Tranche B Issuing Bank in accordance with Clause 40 and Tranche B Issuing Bank shall mean any one of them;

Tranche B Transferee Bank shall bear the meaning given to it in Clause 40.4;

Tranche B Transferor Bank shall bear the meaning given to it in Clause 40.4;

Transfer Certificate has the meaning given to it in Clause 40.12;

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Transferee Bank means a Tranche A Transferee Bank or a Tranche B Transferee Bank, as the case may be;

Transferor Bank means a Tranche A Transferor Bank or a Tranche B Transferor Bank, as the case may be;

Unpaid Sum means:

in either case which is not paid in accordance with Clause 20 on the date on which it becomes due;

Vendor Financing means the provision of financial assistance to a third party institution which finances any customer of any member(s) of the ALSTOM Group.

1.2 Interpretation: In this Agreement, unless the contrary intention appears:

a person includes any individual, company, unincorporated association or body of persons (including a partnership, joint venture or consortium), government, state, agency, international organisation or other entity and includes its successors, transferees, novatees and assigns;

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1.3 Finance Documents: Unless otherwise defined therein, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

1.4 Contracts (Rights of Third Parties) Act 1999: Unless expressly provided otherwise therein or in this Agreement, a person who is not a party to a Finance Document or hereto may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any term of any Finance Document or hereunder, the consent of any third party is not required for any variation (including any release or compromise of any liability) or termination of a Finance Document or this Agreement.

1.5 Index and Headings: The index and the headings of Clauses of this Agreement are for convenience only and are to be ignored in construing this Agreement.

1.6 Financial Covenants: Consolidated Net Worth, Consolidated Net Financial Expense, EBITDA, Total Debt and Total Net Debt shall be calculated and interpreted in accordance with Applicable Accounting Principles and shall be expressed in Euros.

Facilities:

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Facility Limits:

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Nature of a Finance Party’s rights and obligations:

Nature of the Company’s and the Guaranteed Subsidiaries’ obligations:

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Appointment of Company as agent of Guaranteed Subsidiaries:

2.5 The Company acknowledges that each Company Subsidiary acceding to this Agreement pursuant to Clause 40.15 shall appoint the Company as its lawful agent to act in its name and on its behalf under or in connection with the Finance Documents and shall authorise the Company on its behalf to (i) administer Requests for its account and (ii) exercise the rights, powers, authorities, and discretions specifically given to the Company, in each case as its agent, under or in connection with the Finance Documents and to do all other acts and things and to execute and deliver all such other documents necessary or incidental thereto in connection with the transactions contemplated under or in connection with the Finance Documents, which appointment the Company accepts.

Ratification of acts of agent by Guaranteed Subsidiaries:

2.6 Except to the extent that the consent of a Guaranteed Subsidiary is expressly required by the terms of any Finance Document, the Guaranteed Subsidiaries shall be bound by the acts and acquiescence of, and by notices given by, the Company under the Finance Documents, and each Finance Party shall be entitled to rely thereon unless and until it receives written notice from the Company or the relevant Guaranteed Subsidiary that the agency appointment under Clause 2.5 has been terminated. Each Guaranteed Subsidiary shall be deemed to ratify and confirm all acts which the Company performs on its account in connection with this Agreement or any Bonding Guarantee. Each Guaranteed Subsidiary shall from time to time execute and do all such assurances, deeds, acts and things as the Facility Agent or any Issuing Bank may reasonably request in writing in furtherance of the agency appointment under Clause 2.5.

Company as Agent:

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2.7 The Company and each Guaranteed Subsidiary shall maintain the appointment of the Company as the lawful agent of each Guaranteed Subsidiary until the later of the Final Issue Date and the date on which all Bonding Guarantees issued under this Agreement have been released and cancelled and all amounts due and payable under this Agreement and the Finance Documents have been fully and finally discharged, to exercise the rights, powers, authorities and discretions given to the Company under or in connection with the Finance Documents in accordance with Clause 2.5 and 2.6 and each of them undertakes that it shall not, save as required by law, terminate such appointment and the Company and each Guaranteed Subsidiary further undertakes, should the case nevertheless arise, to give the Facility Agent written notice of any termination of any such appointment on or prior to such termination taking effect.

Bonding Guarantees may only be issued in relation to or in connection with the execution or performance by a Guaranteed Subsidiary of a commercial contract of an industrial nature entered into by such Guaranteed Subsidiary within the ordinary course of its business, including for the benefit of customs authorities and sub-contractors of the Guaranteed Subsidiaries. Accordingly, each Applicant shall apply all Bonding Guarantees issued under this Agreement in or towards satisfaction of such purpose. No Finance Party is contractually obliged to verify or monitor the application of a Bonding Guarantee.

Conditions precedent to availability of Facility:

4.1 The obligations of the Finance Parties under this Agreement are conditional upon:

Conditions precedent to the issuance of Bonding Guarantees:

4.2 The obligation of a Tranche A Issuing Bank or a Tranche B Issuing Bank to issue any Bonding Guarantee at any time is subject to satisfaction of the relevant Eligibility Criteria, the requirements of Clause 5, and to the further conditions precedent that on both the date of the Bonding Guarantee Request and the proposed Issue Date for any Bonding Guarantee:

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Guaranteed Subsidiary conditions precedent:

4.3 Notwithstanding anything to the contrary in this Agreement, any Company Subsidiary that accedes to this Agreement by duly executing a Guaranteed Subsidiary Accession Agreement within 15 days of the Signing Date (the accession date), shall be deemed to have satisfied the requirements of Clause 4.2(c) for the purpose of issuing Bonding Guarantees, subject to delivery on the accession date of the documents required under Schedule 9 Part B items 2, 3, 4, 8 and 9 and within 30 days of the accession date, satisfying all remaining items thereunder.

Delivery of Bonding Guarantee Requests:

5.1 The Company in its own name and for the account of any Guaranteed Subsidiary may request the issue of:

Completion of Bonding Guarantee Requests:

5.2 a Bonding Guarantee Request is irrevocable and will not be regarded as having been duly completed unless:

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Unless expressly agreed otherwise by the Issuing Bank and the Facility Agent acting reasonably, each Bonding Guarantee Request must request the issuance of one Bonding Guarantee only but the Company may, subject to the other terms of this Agreement, deliver more than one Bonding Guarantee Request on any one day.

Treatment of Bonding Guarantee Requests by Issuing Banks:

5.3 As soon as reasonably practicable and in any event within three Business Days following receipt of a Bonding Guarantee Request which complies with the provisions of Clause 5.2, the relevant Issuing Bank shall either:

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Issue of Bonding Guarantees:

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Each Tranche A Participating Bank shall participate in each Tranche A Bonding Guarantee in the proportion that its Tranche A Commitment bears to all Tranche A Commitments as of the Issue Date of such Tranche A Bonding Guarantee. Each Tranche A Participating Bank shall be bound in respect of all Tranche A Bonding Guarantees issued and payments made in connection therewith by the Tranche A Issuing Banks in accordance with this Agreement, including in particular Clause 16.

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The calculation of the Euro Amount of any Banks’ participation in outstanding Stepped Bonding Guarantees and in that connection Available Commitments, shall be based on the maximum principal amount capable of being demanded thereunder at any time and under any circumstance (as determined by the relevant Issuing Bank), provided however, that for purposes of determining Fees at any time, the Stepped Bonding Guarantee shall be considered as issued for the then current amount capable of being demanded under it.

Requests:

8.1 Subject to the remaining provisions of this Clause 8, the Company in its own name and for the account of a Guaranteed Subsidiary may request the extension or renewal of a Bonding Guarantee on or prior to the Final Maturity Date and may agree with the relevant Issuing Bank amendments, including renewals, extensions, reductions and increases to a Bonding Guarantee by:

in each case by 5 Business Days before the proposed date of amendment.

Due Completion of Request:

8.2 A Bonding Guarantee Amendment Request will not be regarded as having been duly completed unless:

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A Bonding Guarantee Amendment Request must (save as expressly agreed by the relevant Issuing Bank) relate to one Bonding Guarantee only.

Increase in Euro Amount:

8.3 Without limiting the foregoing, the principal amount of a Bonding Guarantee may only be increased on or before the Final Issue Date and then only if:

Extensions and Renewals:

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Where the foregoing requirements are satisfied, a Tranche A Issuing Bank shall only refuse to renew or extend the Expiry Date of a Tranche A Bonding Guarantee if so instructed by the Tranche A Majority Banks.

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Procedure for agreeing the amendment:

and the Facility Agent shall promptly (and in any event by the next Business Day) notify the relevant Issuing Bank and the Company of such determinations.

Amendment and notice:

8.6 Following notice from the Facility Agent under paragraph 8.5(b) that an amendment may be effected, the Issuing Bank shall amend any Bonding Guarantee as soon as reasonably practicable, and in the case of a direct issue of a Bonding Guarantee, within 5 Business Days of the date of such notice. The relevant Issuing Bank shall immediately notify the Facility Agent of the principal details of such amendment and where applicable, of any SWIFT instruction that has been sent by them to their correspondent for issuance. The Issuing Bank will promptly provide a copy of the amended Bonding Guarantee to the Company (and the Company shall in turn provide a copy thereof to the relevant Guaranteed Subsidiary).

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Procedure for notice of release:

9.1

Notwithstanding anything to the contrary in this Agreement, Bonding Guarantees may be issued by an Affiliate of or agent for an Issuing Bank (under arrangements whereby the liability in respect of that Bonding Guarantee lies directly or indirectly with the Issuing Bank), provided that the foregoing will not result in a requirement for grossing up of payments pursuant to Clause 21.2 in excess of the amounts which would otherwise have been payable thereunder had the Bonding Guarantee been issued by the Issuing Bank. Bonding Guarantees so issued shall be treated for all purposes of this Agreement as being issued by the relevant Issuing Bank.

Issuing Banks:

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Banks:

11.2 Each Bank agrees that each Issuing Bank (or if applicable, each Bank) shall prepare calculations for purposes of a statement of losses and demand for indemnity from CFDI in accordance with the relevant provisions set out in the CFDI Notice.

The Company and Guaranteed Subsidiaries:

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The Facility Agent:

11.4 The Facility Agent shall promptly notify the Tranche A Participating Banks of an acknowledgement or rejection of a CFDI Notification following its receipt of the same from the relevant Tranche A Issuing Bank.

Without prejudice to the provisions of Clause 40, no Bank may cancel its Commitment before the Final Issue Date (other than at the request of the Company pursuant to Clause 17.3 and save as expressly provided in this Agreement). No Issuing Bank may cancel other than at the request of the Beneficiary any Bonding Guarantee issued by it and no Tranche A Participating Bank may cancel its participation in any Tranche A Bonding Guarantee at any time prior to the Expiry Date of that Bonding Guarantee, notwithstanding that such Expiry Date has been extended pursuant to Clause 8 or that the maximum aggregate contingent liabilities of the relevant Issuing Bank under that Bonding Guarantee is reduced to zero. For the avoidance of doubt the occurrence of the Final Issue Date will not affect the maturity, renewal, extension or any other terms of any Bonding Guarantee.

Cancellation of Available Commitments:

13.1 Each Bank’s Available Commitment shall be automatically cancelled and reduced to zero at the close of business on the Final Issue Date. No further Bonding

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Guarantees shall be issued (other than guarantees or other credits issued pursuant to letters of commitment already entered into pursuant to this Agreement) and no amendment shall be made to any outstanding Bonding Guarantee, the effect of which would be to increase any Bank’s Outstandings, in each case following the Final Issue Date.

Bonding Guarantees outstanding:

13.2 The cancellation of Available Commitments under this Clause 13 is without prejudice to the rights of the Issuing Banks under Clause 16 in respect of any Bonding Guarantees which remain outstanding on the date of such cancellation and provided further that such cancellation shall not affect the obligations of an Issuing Bank pursuant to Clause 8.

Outstandings:

14.1 Subject to the provisions of this Clause 14, on the Final Maturity Date, the Company and each Guaranteed Subsidiary shall be obliged to immediately reimburse or repay any sums due and owing by it hereunder, and to fully cancel and discharge any outstanding Bonding Guarantee and to otherwise reduce the Outstandings of each Bank to zero. In this connection the Company and each Guaranteed Subsidiary shall use all reasonable endeavours to obtain the release or discharge of each Bonding Guarantee on or before such date. In respect of any Bonding Guarantee not so released, the Company and/or the relevant Guaranteed Subsidiary shall either:

Without prejudice to paragraphs (a) and (b) the Company shall use its reasonable endeavours to obtain the release of any Bonding Guarantees which remain outstanding following the Final Maturity Date.

Bonding Guarantees outstanding:

14.2 For the avoidance of doubt any Bonding Guarantee which remains in place after the Final Maturity Date shall continue to be governed by the terms of this Agreement until discharged or released including in relation to Clauses 15 or 16 and in relation to any Fees payable in connection therewith and in the case of a Tranche A Bonding Guarantee, all Tranche A Participating Banks shall remain committed until the discharge or release of the relevant Bonding Guarantee.

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Validity of Demands:

15.1 Each Guaranteed Subsidiary (in relation to Bonding Guarantees issued for that Guaranteed Subsidiary’s account) and the Company for its own account pursuant to this Agreement, irrevocably and unconditionally:

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Notification of demand:

15.2 If a Beneficiary makes a demand under a Bonding Guarantee in accordance with its terms, the relevant Issuing Bank shall promptly (and irrespective of whether or not it has first made the relevant payment to the Beneficiary) provide notice thereof to the Company and to the relevant Guaranteed Subsidiary electronically or by fax and registered letter (with acknowledgement of receipt) copied to the Facility Agent substantially in the form set out in Schedule 10 and specifying the amount and currency of the demand, to the address referred to in Clause 46.1, requiring payment of an amount equal to the demand. The Issuing Bank shall not be required to provide any evidence (other than a copy of the demand) supporting the validity of its request for payment pursuant to such notice.

Reimbursement and indemnity:

15.3 Each Guaranteed Subsidiary (in respect of any Bonding Guarantee requested for its account):

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Company’s indemnity:

15.4 Subject to the provisions of Clause 15.1, as a separate, additional, continuing and primary obligation the Company (as principal and not as agent) hereby:

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Continuing indemnity:

15.5 The obligations of the Company and each Guaranteed Subsidiary under this Clause 15 are continuing obligations and will extend to the ultimate balance of all sums payable by the Company or that Guaranteed Subsidiary under or in connection with any Bonding Guarantee regardless of any intermediate payment or discharge in whole or in part.

No Contest:

15.6 Save as expressly provided herein, the Company and the Guaranteed Subsidiaries shall not be entitled to contest the recourse of any Issuing Bank, claim any set-off or make any counterclaims, and without limiting the foregoing, shall specifically not be entitled to do so under circumstances in which they contest any payment made by an Issuing Bank to a Beneficiary.

Waiver of defences:

15.7 The obligations of each Guaranteed Subsidiary and the Company under this Clause 15 will not be affected by any act, omission, matter or thing which but for this provision would reduce, release or prejudice any of their obligations under this Clause 15 or diminish those obligations in whole or in part, including, whether or not known to them or any Finance Party:

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Payment of Demand Amount by the Company and/or Guaranteed Subsidiary in absence of payment by Issuing Bank to Beneficiary:

15.8 In the event that the Company or a Guaranteed Subsidiary makes a payment to an Issuing Bank in respect of a Demand Amount in advance of any corresponding payment by such Issuing Bank to the Beneficiary under the relevant Bonding Guarantee, and for any reason it is subsequently determined by the Issuing Bank that such Demand Amount is not payable to the Beneficiary (and no payment is actually made by the Bank to such Beneficiary in respect thereof), then such payment shall bear interest at EONIA less 0.25 per cent. per annum payable by such Issuing Bank to the Company or Guaranteed Subsidiary for such period beginning on (and including) the date such payment was made by the Company or the Guaranteed Subsidiary to such Issuing Bank and ending on the date on which such payment is returned by the Issuing Bank to the Company or the relevant Guaranteed Subsidiary. Such interest shall be calculated on the basis of a 360-day year on the basis of the actual number of days elapsed in that period.

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Excess payment:

15.9 To the extent that a Bank or the Facility Agent receives payment in excess of the amount actually owed to it in respect of a Demand Amount (including any interest thereon) from a Guaranteed Subsidiary or the Company, whether as the result of a debit of an account or otherwise, it shall promptly upon determining the amount of such excess return the same to the relevant Obligor.

Immediate recourse, additional security:

Indemnity:

16.1 Each Tranche A Participating Bank shall (according to its Tranche A Bonding Guarantee Proportion) promptly on demand indemnify each Tranche A Issuing Bank against any cost (including funding costs), loss or liability incurred by such Tranche A Issuing Bank (otherwise than by reason of such Tranche A Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Tranche A Bonding Guarantee (unless and to the extent that such Tranche A Issuing Bank has already been reimbursed by an Obligor pursuant to a Finance Document). Any demand by a Tranche A Issuing Bank shall be made to the Facility Agent once only per day by 4.00p.m. Greenwich Mean Time (GMT) substantially in the form of Schedule 11 listed and totalled by the relevant currency of payment for communication to the Tranche A Participating Banks and each Tranche A Participating Bank shall, following receipt of such demand, pay to the Facility Agent (for the account of the Issuing Bank) within 3 Business Days an amount equal to its Tranche A Bonding Guarantee Proportion of the amount so demanded.

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Participation:

16.2 If any Tranche A Participating Bank is not permitted (by its constitutional documents or any applicable law) to comply with Clause 16.1 above, then that Bank will not be obliged to comply with such Clause and shall instead be deemed to have taken, on the date the Bonding Guarantee is issued (or if later, on the date the relevant Tranche A Participating Bank’s participation in the Bonding Guarantee is effected in accordance with the terms of this Agreement), a participation in the Bonding Guarantee in an amount equal to its Tranche A Bonding Guarantee Proportion of that Bonding Guarantee. On receipt of demand from the Facility Agent, that Tranche A Participating Bank shall pay to the Facility Agent (for the account of the Issuing Bank) within 3 Business Days an amount equal to its Tranche A Bonding Guarantee Proportion of the amount demanded under Clause 16.1.

Continuing Obligations:

Limitation of Indemnity and Participation:

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Notification of default:

16.5 The relevant Tranche A Issuing Bank shall promptly notify the Facility Agent, which shall notify the Company and the Banks, of any failure by a Tranche A Participating Bank in performance of its obligations referred to in this Clause 16.

Indemnity and Payment:

Enforcement:

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Waiver of Defences:

16.8 The obligations of the Tranche A Participating Banks under this Clause 16 will not be affected by any act, omission, matter or thing which but for this provision would reduce, release or prejudice any of their obligations under this Clause 16 or diminish those obligations in whole or in part, including, whether or not known to them or any Finance Party:

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Immediate recourse, additional security:

Automatic cancellation and reduction of Commitments in relation to CFDI Guarantee:

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Automatic cancellation and reduction of Commitments on Final Issue Date:

17.2 Each Bank’s Available Commitment shall be automatically cancelled and reduced to zero at the close of business on the Final Issue Date in accordance with Clause 13.

Voluntary cancellation:

Additional right of cancellation:

17.4 If:

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whereupon, that Bank’s Commitment(s) to the extent of its participation in such affected Bonding Guarantee(s) (and if applicable, its obligations as an Issuing Bank in respect of such affected Bonding Guarantee(s)) shall be cancelled and such Bank shall not be obliged to issue or participate in any further Bonding Guarantees which may be similarly affected.

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Mandatory Cancellation:

17.5 Upon the occurrence of an Event of Default which is continuing prior to the Final Issue Date and at the request of the Majority Banks, all Available Commitments shall be cancelled.

Voluntary Discharge:

Miscellaneous provisions:

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Default Interest:

18.1 Any Unpaid Sum and any sum due and payable by the Company or a Guaranteed Subsidiary under any judgment of any court in connection with this Agreement or any Finance Document that is not paid on the date of such judgment (an Unpaid Judgment) shall be subject to Default Interest for each day during the period beginning (and including): (a) in the case of any Unpaid Sum other than a Demand Amount, the due date for payment, (b) in the case of a Demand Amount, the date on which the relevant Issuing Bank made the corresponding payment to the Beneficiary under the relevant Bonding Guarantee, and (c) in the case of an Unpaid Judgment, on the date of such judgment (or such earlier date as may be required by the terms of such judgment), and in each case ending (and excluding) the date upon which the obligation of the Company or Guaranteed Subsidiary to pay such sum is discharged. Default Interest shall accrue at the rate per annum which is the sum of 2.5 per cent. per annum, the Mandatory Costs in respect thereof at such time and (i) in the case of an Unpaid Sum or Unpaid Judgment denominated in Euros, EONIA or (ii) in the case of an Unpaid Sum or Unpaid Judgment denominated in an Optional Currency or any other currency, LIBOR, in each case on each relevant day.

Break Costs:

18.2 If any Bank or the Facility Agent on its behalf receives or recovers all or any part of such Bank’s share of an Unpaid Sum or Unpaid Judgment otherwise than on the last day of the relevant period (as such term is defined in the definition of LIBOR) thereof (if applicable), the Company or the relevant Guaranteed Subsidiary shall pay to the Facility Agent on demand for account of such Bank an amount equal to the amount (if any) by which (a) the additional interest which would have been payable on the amount so received or recovered had it been received or recovered on the last day of the relevant period thereof exceeds (b) the amount of interest which in the opinion of the Facility Agent would have been payable to the Facility Agent on the last day of the relevant period thereof in respect of a Euro deposit equal to the amount so received or recovered placed by it with a prime bank in Paris for a period starting on the third Business Day following the date of such receipt or recovery and ending on the last day of the relevant period thereof.

Payment of Default Interest:

18.3 Any interest which shall have accrued under this Clause 18 in respect of an Unpaid Sum or Unpaid Judgment shall be paid by the Company or the relevant Guaranteed Subsidiary on the last day of the relevant period or on such other dates as the relevant Bank or the Facility Agent may specify.

Notification of rate of interest:

18.4 The Facility Agent shall promptly notify each relevant Party of the determination of a rate of Default Interest under this Agreement.

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Banks’ Mandatory Costs Details:

18.5 Each Bank will supply the Facility Agent with such information and in such detail as the Facility Agent may require in order to calculate the Mandatory Costs in accordance with Schedule 7.

Adjusted Euro Amount:

The Facility Agent shall calculate and notify each Bank and the Company within 5 Business Days following each Reset Date of the aggregate adjusted Euro Amount of all Bonding Guarantees in each currency as at the Reset Date, and, (i) in the case of each Issuing Bank, the aggregate Euro Amount of such Bonding Guarantees issued by it in each such currency, and (ii) in the case of each Tranche A Participating Bank of the aggregate amount of that Bank’s participation in the Bonding Guarantees denominated in each such currency.

Place:

20.1 Unless specifically provided otherwise in this Agreement, all payments by the Company, any Guaranteed Subsidiary or a Bank under the Finance Documents shall be made to the Facility Agent to its account at such office or bank:

as the Facility Agent may notify the Company (which shall in turn notify the Guaranteed Subsidiaries) or that Bank by not less than 5 Business Days’ notice for this purpose.

Funds:

20.2 Payments under the Finance Documents to the Facility Agent shall be made for value on the due date at such times and in such funds as the Facility Agent may specify to the Party concerned as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.

Distribution:

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as that Party may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice.

Currency:

Set-off and counterclaim and nature of amounts payable:

20.5 All payments made by the Company or any Guaranteed Subsidiary under the Finance Documents shall be made without set-off or counterclaim.

Non-Business Days:

20.6 If a payment under any Finance Document is due on a day which is not a Business Day, the due date for that payment shall instead be the next Business Day.

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Partial payments: