SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Alstom – ‘20-F’ for 3/31/03 – EX-4.11

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

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  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 4.11

DATED 26 APRIL 2003

TERMS OF OFFER

- relating to -

THE SALE OF ALSTOM’S

SMALL GAS TURBINES BUSINESS

LOVELLS

CONTENTS

Terms of Offer made the 26th day of April 2003

By:

To:

Recitals:

It is Agreed:

“ABB Ltd Excluded Liabilities” has the meaning given in the Share Purchase and Settlement Agreement between ABB Ltd, ALSTOM and ABB ALSTOM Power NV dated as of 31 March 2000, as amended and in effect on the date of this Offer the relevant provisions of such agreement being disclosed at Tab G/26/107 in the Data Room;

“Acquired Rights Directive” means the EC directive relating to the transfer of undertakings (77/187/EEC);

“Actual Fixed Asset Amount” has the meaning given in Part A of Schedule 4;

“Actual Net Working Capital” has the meaning given in Part A of Schedule 4;

“Affected Unit” has the meaning given in clause 6.6;

“Affiliate” means any holding company or subsidiary undertaking of any company or any subsidiary undertaking of any such holding company;

“ALSTOM Group” means the Seller and its subsidiary undertakings from time to time;

“ALSTOM Group Trade Marks” means the mark or name “ALSTOM” and any name confusingly similar thereto and the marks or names “AGT”, “EGT” and “EUROPEAN GAS TURBINES”;

“ALSTOM Holdings” means ALSTOM Holdings (registered under number B347 951 238 at the Paris Registry of Companies) whose registered office is at 25 Avenue Kléber, 75116 Paris;

“ALSTOM NV” means ALSTOM NV, a company limited by shares incorporated in the Netherlands whose registered number is 34116556;

“API” means ALSTOM Power, Inc., a Delaware corporation and the sole entity that currently conducts the SGT Business in the United States;

“Approval of the CE Plan” means the occurrence of the effective date of the CE Plan (within the meaning of “the effective date of the plan” as used in Section 1129 of the United States Bankruptcy Code);

“Asbestos Indemnity” means the indemnity given by the Seller in the terms of Schedule 17;

“Asbestos Liabilities” has the meaning given in Schedule 17;

2

“Asset Sale Businesses” means the UK Business, the businesses to be transferred pursuant to the Local Transfer Agreements set out in Schedules 8, 9 and 11 (if the option to acquire the US Business is exercised) and the Minor Units;

“Asset Sale Employees” means those persons who are wholly or predominantly employed in the SGT Business by the Asset Transferors and who are either listed in the document at tab A/168 of the Data Room or who become so employed between the date of this Offer and Completion in accordance with clause 5;

“Asset Transferor” means a transferor of SGT Assets to a Purchaser’s Group member pursuant to this Offer or a Local Transfer Agreement, or to an SGT Company pursuant to the Pre-Completion Reorganisation, including the transferor of a Minor Unit;

“Assigned IP” has the meaning given in clause 3.5;

“Balance Sheet Date” means 31 December 2002;

“Books and Records” has its common law meaning and includes, without limitation, all notices, correspondence, orders, enquiries, drawings, plans, books of account and other documents and all computer discs or tapes or other machine legible programmes or other records;

“Business Day” means any day (except any Saturday or Sunday) on which banks in Frankfurt and the City of London are open for business;

“Call Option” has the meaning given in clause 3.4;

“CE Plan” means Combustion Engineering, Inc.’s plan of reorganisation in its Chapter 11 case currently pending in the United States Bankruptcy Court for the District of Delaware, either in its present form or as it may be amended, supplemented or otherwise modified from time to time;

“Claim” means any claim under the Warranties;

“Code” means the United States Internal Revenue Code of 1986, as amended;

“Company-Wide Employee Benefit Plan” means each Employee Benefit Plan, other than the SGT Employee Benefit Plans, that is (i) maintained or sponsored by one or more members of the ALSTOM Group or to which one or more members of the ALSTOM Group contributes or is obligated to contribute or is a party or otherwise bound, and (ii) in which any SGT Group Employee is eligible to participate or otherwise receive or accrue any benefit, right or entitlement or which otherwise governs any of the terms and conditions of employment of any SGT Group Employee;

“Competition Conditions” means the conditions set out in clause 2.1;

3

“Completion” means completion of the sale and purchase of the Asset Sale Businesses, the Shares and the Minor Units and the assignment of the Assigned IP pursuant to this Offer in accordance with its terms as evidenced by the delivery of the Completion Memorandum;

“Completion Date” means, subject to clauses 5.4 and 6.6:

Notwithstanding any other provision of this Offer, the Completion Date in relation to any Affected Unit, the US Business and the US Company shall be the date on which such Affected Unit, the US Business and/or the US Company is actually transferred to a Purchaser’s Group member pursuant to clause 6 or pursuant to the provisions governing the Call Option, as the case may be;

“Completion Memorandum” means the memorandum in the terms to be agreed describing certain documents to be executed and certain actions to be taken upon Completion pursuant to clause 6.4;

“Computer Programs” means any and all software programs as well as all associated documentation including, but not limited to, operating manuals, user instructions, technical literature, and other documentation of a similar nature, used in the SGT Business;

“Computer Systems” means any and all components of the computer systems used in the SGT Business, comprising the hardware, Computer Programs, firmware, peripherals and networks;

“Conditions” means the Competition Conditions and the Other Conditions;

“Consideration” has the meaning given in clause 4.1;

“Data Room” means the documents made available to the Purchaser in the course of its due diligence, an index of which is attached to the Disclosure Letter and is in the agreed terms;

4

“December Accounts” means the pro forma balance sheet of the SGT Business as at 31 December 2002 and the pro forma profit and loss account of the SGT Business for the nine months ended on 31 December 2002, in the form disclosed as an addendum to the Financial Book;

“Derivative Contracts” means all forms of derivative contracts, including without limitation forward purchases and/or sales of any commodity, stock or currency, export insurance contracts and interest rate swaps;

“Disclosed” means fairly disclosed by the Seller on or prior to the date hereof pursuant to the Disclosure Letter and for this purpose a matter shall only be ‘fairly’ disclosed if the extent of the disclosure is sufficiently detailed to enable a reasonable purchaser with knowledge of the industry to assess the nature and extent of the matters described;

“Disclosure Letter” means the letter from the Seller to the Purchaser delivered immediately prior to the making of this Offer;

“EC Merger Regulation” means Council Regulation 4064/89 as amended by Council Regulation 1310/97;

“Employee Benefit Plan” means each “employee benefit plan,” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, maintained in any jurisdiction, and each other employment, termination, severance, unemployment, retirement, vacation, bonus, incentive or deferred compensation, stock option or other equity based, change in control, retention, profit sharing, welfare or fringe benefit plan, agreement, policy, program, arrangement or understanding or other similar plan, agreement, policy, program, arrangement or understanding setting for the terms and conditions of employment or termination of employment of or in respect of any employee;

“Encumbrance” includes any charge, debenture, mortgage, pledge, lien, assignment, hypothecation, security interest, title retention or other security agreement or arrangement, any option, right to acquire, right of pre-emption, right of set-off or other type of preferential arrangement the effect of which is to give a creditor a preferential position in relation to any asset of a person on any insolvency proceeding of that person;

“Enterprise Value” means €575,000,000;

“Environment” means air (including air within buildings and air within other natural or manmade structures above or below ground), water (including territorial and coastal and inland waters, ground water and water in drains and sewers), land (including surface land and sub-surface land and land under any water), and any organisms supported by such media;

5

“Environmental Indemnity” means the indemnity given by the Seller in the terms of Schedule 16;

“Environmental Laws” means all or any applicable law (including without limitation statute, secondary legislation, directives, regulations, decrees, judicial, administrative or any other orders, agreements with any environmental authority (including Environmental Permits), statutory guidance and administrative codes of practice, civil, criminal or administrative law, or common law) relating to (i) protection of the Environment (ii) emissions, seepages, spillages, discharges, escapes or releases of, presence of, or exposure to, Hazardous Substances or other waste, pollutant or contaminant, (iii) management, use, treatment, storage, transport or disposal of Hazardous Substances or other waste, pollutant or contaminant, (iv) notification, investigation, clean up, treatment, remediation, control or removal of any contamination in the Environment, or (v) human health or safety;

“Environmental Liabilities” has the meaning given to that term in Schedule 16;

“Environmental Permit” means any permit, licence, consent, authorisation, registration of any other approval required by or issued pursuant to Environmental Laws;

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended;

“EURIBOR” means, in relation to any amount in EURO on which interest for a given period is to accrue:

“EURO” or “€” means the single currency of the European Union as constituted by the Treaty on European Union;

6

“Excluded Assets” means:

“Excluded Contracts” means the contracts listed in Schedule 21;

“Excluded Liabilities” means:

7

“Financial Book” means the document containing a compilation of financial data concerning the SGT Business as well the Seller’s medium gas turbines and industrial steam turbines businesses prepared by Deloitte & Touche, including the addendum thereto, disclosed in the Data Room at Tab G/26/93 and in the agreed terms;

“Financial Debt” has the meaning given in Schedule 4;

“Forecast Fixed Asset Amount” has the meaning given in Schedule 4;

“Forecast Net Working Capital” has the meaning given in Schedule 4;

“Foreign Country Currency Reserve” has the meaning given in Schedule 4;

“Former Property” means any property owned, leased, operated or occupied by any of the SGT Group Companies prior to Completion other than the Properties;

“Frame Agreement” means any agreement entered into in connection with or otherwise relating to two or more Supply Agreements;

“Gas Turbines” means those gas turbine engines (excluding aero gas turbines and aeroderivative gas turbines) which comprise rotating and static elements and which primarily utilise air as their working gas (including the structural and auxiliary systems required for the operation of such gas turbine engines), but excludes:

8

in each of (a) to (e) above, with all related valves, pumps, piping, filters and controls;

“GE Transaction Agreement” means the agreement between ALSTOM, ALSTOM NV and General Electric Company, as amended, dated 23 March 1999 and relating to the sale by ALSTOM of its heavy duty gas turbine business;

“General Warranties” means those Warranties set out in Schedule 5;

“Governmental Authority” means any person exercising executive, legislative, regulatory or administrative functions of or pertaining to the government of any state or political subdivision thereof;

“Group” means the ALSTOM Group or the Purchaser’s Group, as appropriate;

“Hazardous Substance” means any waste, pollutant, contaminant or other hazardous, toxic, radioactive, noxious, flammable, corrosive or caustic matter (whether in solid, liquid or gaseous form or any combination thereof) including Asbestos;

“HSR Act” means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976;

“Indemnities” means the Asbestos Indemnity and the Environmental Indemnity together with the indemnities set out in clause 13 and Part B of Schedule 18;

“Intellectual Property” means inventions, patents (including supplementary protection certificates), trade marks, service marks, registered designs, utility models, design rights, topography rights, copyrights, rights in databases, trade secrets, rights in Know-how, business or trade names, get-up, domain names and all other intellectual property and neighbouring rights and rights of a similar or corresponding character in any part of the world (whether or not the same are registered or capable of registration) and all applications and rights to apply for or for the protection of any of the foregoing;

“Intra-Group Debt” has the meaning given in Schedule 4;

9

“Iran Loan” means the loan by ALSTOM Power UK Ltd to ALSTOM Desoil Services PJSC (of which the principal amount at the date of this Offer is approximately £350,000);

“Key Employee” means any SGT Group Employee entitled to a base salary in excess of €100,000 per annum in Europe and North America and €75,000 per annum elsewhere;

“Know-how” means confidential industrial and commercial information and techniques in any form (including paper, electronically stored data, magnetic media, film and microfilm) including, without limiting the foregoing, drawings, formulae, test results, reports, project reports and testing procedures, shop practices, instruction and training manuals, tables of operating conditions, market forecasts, specifications, quotations, tables, lists and particulars of customers and suppliers, technical methods and procedures;

“Law” means any law, statute, ordinance, code, rule, regulation, decree, order or determination of any Governmental Authority having the force of law;

“Local Transfer Agreements” means each of the agreements for the sale of the Shares and the Asset Sale Businesses in the agreed form attached as Schedules 8, 9 and 11;

“Local Transferors” means the relevant transferor under each of the Local Transfer Agreements;

“Long-Stop Date” means subject to clause 5.4, 31 March 2004 or such date as shall be agreed in accordance with clause 2.8;

“LTM Agreement” means any long-term maintenance agreement and service agreement relating to Gas Turbines which has a duration of at least three years, or which is renewable at the option of either of the parties thereto for a total period (including the initial contract period) of at least three years, which is an SGT Contract and as to which the total value is in excess of €500,000;

“March Accounts” means an audited balance sheet and an audited profit and loss account of the UK Sellers and each of its subsidiaries as at and for the year ended on 31 March 2003, including all notes, reports, statements and other documents annexed to them, whether or not pursuant to any legal requirement;

“Material Contracts” means all contracts, agreements, obligations and commitments, (excluding bids and tenders) (for the purposes of this definition, “Agreements”) which are SGT Contracts (a) which relate to the supply of goods or services by the SGT Business (i) which goods or services remain to be delivered or performed, or (ii) as to which the warranty period has not expired, and as to which the total value is in excess of €2,000,000 (for contracts involving the sale of equipment) or €500,000 (for aftermarket contracts); or (b) which constitute agency, distribution or licensing arrangements (other than agency or consultancy agreements specific to an individual project) that are material

10

to the SGT Business; or (c) which do not exclude the liability (joint and several or otherwise) of the SGT Business for consequential damages other than in cases of gross negligence or fraud; or (d) which do not limit the liability (joint and several or otherwise) of the SGT Business to an aggregate amount no greater than the contract price thereunder or €2,000,000 (whichever is the higher) other than in cases of wilful misconduct, gross negligence, third party claims indemnity and any intellectual property rights indemnity;

“MGT/IST Agreement” means the agreement of even date herewith between the Seller, the Purchaser and others relating to the sale and purchase of the Seller’s medium gas turbines and industrial steam turbines businesses;

“Minor Units” means the parts of the SGT Business briefly described in Part A of Schedule 2;

“Net Assets Date” has the meaning given in Schedule 4;

“Net Asset Statement” has the meaning given in Schedule 4;

“Net Cash” has the meaning given in Schedule 4;

“Net Debt” has the meaning given in Schedule 4;

“Net Tax Asset” has the meaning given in Schedule 4;

“Net Tax Liability” has the meaning given in Schedule 4;

“Newco” means ACP Corporation;

“Option Period” has the meaning given in clause 3.4;

“Other Conditions” means the conditions set out in clause 2.5;

“Partial Completion” has the meaning given to that term in clause 6.6;

“Pension Obligations” has the meaning given in Schedule 4;

“Pension Schemes” means:

in each case as detailed in the Data Room;

11

“Pre-Completion Reorganisation” means the reorganisation in the agreed terms by the ALSTOM Group of the US Business and Iran carried out or to be carried out in all material respects before Completion on terms consistent with the description of such reorganisation set out in Schedule 13;

“Postponed Completion Date” has the meaning given in clause 6.10;

“Properties” means all land and premises listed in Part A of Schedule 18;

“Property Agreement” means the agreement relating to the transfer of the UK Properties to the Purchaser or its Affiliates entered into on the date of this Offer;

“Protected Person” means Siemens AG and any of its Affiliates from time to time (except for Affiliates with no other business purpose than to divest any part of the business conducted by the Purchaser’s Group from time to time to third parties) and any of its or their directors, officers or employees from time to time (whether or not such entity is an Affiliate at the time it suffers Asbestos Liabilities) and any successor to or assignee of their respective businesses or assets), provided that the Purchaser may nominate no more than three successors or assignees (other than Affiliates) as Protected Persons;

“Purchaser’s Group” means Siemens AG and its subsidiary undertakings from time to time and “Purchaser’s Group member” shall be construed accordingly; including, after Completion, SGT Group Companies who become subsidiary undertakings of the Purchaser;

“Purchaser’s Licence Agreement” means the agreement in the agreed terms to be entered into pursuant to clause 11.3;

“Purchaser’s Warranties” means those warranties set out in Schedule 19;

“Retained ALSTOM Group” means the ALSTOM Group as of and from Completion excluding the SGT Companies but including any Affected Unit that for the time being is part of the ALSTOM Group;

“Retained Business” means the business of the ALSTOM Group excluding the SGT Business;

“Retained Contracts” means all contracts, engagements and commitments of the ALSTOM Group other than SGT Contracts;

“Retained Employees” means all current or former employees of the ALSTOM Group, other than the SGT Group Employees;

“Retained Liabilities” means each of the debts, liabilities (whether or not contingent and whether actual or accrued) and obligations of any SGT Group Company (including those

12

arising under the Retained Contracts) of any nature whatsoever to the extent arising in the course of the Retained Business;

“SBE Company” means (i) (x) any successor, assignee or direct or indirect transferee of any portion of the SGT Business resulting from the consummation of the Pre-Completion Reorganisation or the Transaction, or from any subsequent direct or indirect transfer, assignment or other disposition (whether by asset transfer, stock transfer, merger or consolidation, by operation of law or otherwise) of any portion of the SGT Business or any of the assets associated therewith, or (y) any direct or indirect successor to any of the foregoing, and (ii) any Subsidiary or Controlled Affiliate at any time of any person within the ambit of clause (i). For purposes of this definition only, (x) the term “Controlled Affiliate” means, with respect to any specified person, any other person that is directly or indirectly controlled by such specified person, and (y) the term “Subsidiary” means with respect to any specified person its subsidiary undertakings and/or any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such specified person;

“Scottish Leases” means the leases relating, respectively, to land at Kirkton Drive, Raiths Industrial Estate, Aberdeen and land at the Airport Industrial Park, Aberdeen;

“Seller Guarantee” means the guarantee given by the Seller in the agreed terms;

“Seller’s Licence Agreement” means the agreement in the agreed terms to be entered into pursuant to clause 11.4;

“Seller’s Solicitors” means Lovells of Atlantic House, Holborn Viaduct, London EC1A 2FG;

“Seller’s UK Pension Scheme” means the plan identified at paragraph (b) of the definition of “Pension Schemes”;

“SGT Assets” means any assets (other than the Excluded Assets) which are reflected in the Financial Book in so far as the Financial Book relates to the SGT Business or are used wholly or predominantly in the SGT Business together with any other assets that are agreed to be transferred pursuant to Schedule 12 (and including for the avoidance of doubt the benefit of the Iran Loan);

“SGT Business” means that part of the business of the “I Segment” forming part of the ALSTOM Group’s Power Sector which consists of the development, manufacture, sale, supply, servicing, operation and maintenance of small Gas Turbines (with a power output up to 15 Megawatts) and turbochargers, including facilities in Lincoln (UK), Houston (USA), Qeshm Free Zone (Iran), and Aberdeen (UK) and operations in the locations

13

described in Schedule 2 (Minor Units and Shared Units), but excluding for the avoidance of doubt the manufacture of prototypes and testing activities conducted by ALSTOM Power Ltd through its ALSTOM Power Technology Centre in Whetstone (UK) and Advanced Manufacturing Facility in Lincoln (UK);

“SGT Companies” means the companies whose details are set out in Schedule 1;

“SGT Contracts” means those contracts, agreements, obligations and commitments (including outstanding bids and tenders) of the SGT Business which are reflected in the Financial Book (in so far as it relates to the SGT Business) or have been entered into or undertaken wholly or predominantly in the course of the SGT Business and whether or not the same remain to be performed (in whole or in part) at Completion and (save as expressly provided above) including all those which have been entered into by a Minor Unit or Shared Unit whether or not such Minor Unit or Shared Unit is transferred to the Purchaser pursuant to clause 3) but excluding the Excluded Contracts and the Derivative Contracts (but subject as provided in clause 24);

“SGT Employee Benefit Plan” means each Employee Benefit Plan in respect of which solely SGT Group Employees are eligible to participate or otherwise receive or accrue any benefit, right or entitlement and that is (i) maintained or sponsored solely by one or more SGT Group Companies or (ii) other than the applicable SGT Group Employee, to which solely one or more SGT Group Companies is a party or is otherwise bound;

“SGT Group Companies” means the SGT Companies and, prior to Completion, any Asset Transferor to the extent it is engaged in the SGT Business;

“SGT Group Employees” means the Asset Sale Employees, the Share Sale Employees and each individual currently employed by, or serving as an officer of, an SGT Company together with those employees listed in the Transitional Services Agreement and/or in Schedule 12;

“SGT Intellectual Property” means the Intellectual Property owned by the ALSTOM Group which relates directly to manufacturing technology and product technology which at Completion or in the five years prior to Completion: (a) is or has been used exclusively in the SGT Business or (b) (excluding tools, methods and design practices) is or has been used predominantly in the SGT Business, including without limitation the registered Intellectual Property described in Annex 1 (and, for the purposes of this definition, the adverb “predominantly” may, in appropriate cases, be assessed by consideration of the number of applications of the relevant Intellectual Property to products, the sales volume of products to which the Intellectual Property has been applied or other suitable criteria);

14

“SGT Intellectual Property Assignments” means the assignments of SGT Intellectual Property to be entered into on the date hereof but becoming effective at Completion pursuant to clause 11.2 in the agreed terms;

“SGT Liabilities” means each of the debts, liabilities (whether or not contingent and whether or not accrued) and obligations of the ALSTOM Group (including those arising under the SGT Contracts) of any nature whatsoever arising in the course of the SGT Business other than Excluded Liabilities;

“Share Sale Employees” means those persons who are employed wholly or predominantly in the SGT Business whose employment will transfer to the US Company pursuant to the Pre-Completion Reorganisation;

“Shared Services Agreements” means the agreements in the agreed terms brief particulars of which are set out in Schedule 12, and “Shared Services Agreement” means any one of them;

“Shared Units” means the business briefly described in Part B of Schedule 2;

“Shares” means the shares in the SGT Companies;

“Source Material” means all logic diagrams, flowcharts, orthographic representations, algorithms, routines, sub-routines, utilities, modules, file structures, coding sheets, coding, source codes, listings, functional specifications and program specifications, whether in eye-readable or machine-readable form;

“Specified Claim” means any claim arising under any of the Warranties contained in paragraphs 2 and 3 of Schedule 5;

“Stamp Duty Deed” means the deed entered into by the parties on the date of this Offer in relation to UK Stamp Duty;

“Supply Agreement” means any agreement for the supply to the SGT Business of goods or services with a value of at least €500,000 to which any SGT Company is a party or which is an SGT Contract;

“Tax” has the meaning ascribed to it in Part A of Schedule 6 and “Taxation” shall be construed accordingly;

“Tax Covenant” means the covenant set out in Part B of Schedule 6;

“Tax Warranties” means those warranties set out in Part C of Schedule 6;

“tools, methods and design practices” means:

15

“Transaction” means the sale and purchase of the Asset Sale Businesses, the Properties and the Shares and the assignment of the Assigned IP in accordance with this Offer and the Property Agreement;

“Transfer Regulations” means the UK’s Transfer of Undertakings (Protection of Employment) Regulations 1981;

“Transferor” means each of the Asset Transferors and each of the transferors of the Shares and the Assigned IP;

“Transitional Services Agreement” means the agreement in the agreed terms relating to the provision of transitional services in the UK;

“UK” or “United Kingdom” means the United Kingdom of Great Britain and Northern Ireland;

“UK Assets” means the SGT Assets of the UK Business;

“UK Books and Records” means the Books and Records used predominantly in the course of the UK Business;

“UK Business” means the entire business of the UK Sellers, being that part of the SGT Business that is carried on in Lincoln (UK) and Aberdeen (UK);

“UK Employees” means the SGT Employees of the UK Business;

“UK Properties” means the Properties brief particulars which are set out in Part A of Schedule 18;

“UK Sellers” means ALSTOM Power UK Ltd, a private company limited by shares registered in England and Wales under number 1174710 whose registered office is at Ruston House, Waterside South, Lincoln LN5 7FD;

“US” or “United States” means the United States of America;

“US Business” means that part of the SGT Business that is carried on in Houston, Anchorage and Syracuse, USA and Vera Cruz, Mexico;

“US Company” means ACP Corporation, a Delaware corporation;

16

“US Employee Benefit Plan” means each Employee Benefit Plan covering any current or former employee of the portion of the SGT Business engaged or operated in the United States or in respect of which any such current or former employee (or the beneficiaries and dependents of any such employee) may be entitled to any benefit, right or entitlement;

“US Pension Scheme” means the plan identified at paragraph (a) of the definition of “Pension Schemes”

“VAT” means value added tax;

“VATA” means the UK’s Value Added Tax Act 1994;

“VAT Regulations” means the UK’s Value Added Tax Regulations 1995;

“Warranties” means the General Warranties and the Tax Warranties; and

“Warranties Matrix” means the table set out in Schedule 15.

17

18

19

20

21

22

Offer) at any time until 6:00 pm on the ninetieth day following the Completion Date (or, if such day is not a Business Day, the next following Business Day) (the “Option Period”). Within 5 Business Days of such service, API (or such other entity as may be the transferor) shall (and the Seller shall procure that API shall) duly execute the Local Transfer Agreement relating to the US Business or US Company. If the Call Option is not duly exercised before the end of the Option Period, then the Call Option shall lapse.

The SGT Intellectual Property shall be assigned to the Purchaser pursuant to the SGT Intellectual Property Assignments (such Intellectual Property, the “Assigned IP”).

Subject to clause 6.6, the Purchaser shall not be obliged to complete the purchase of the Shares, the Asset Sale Businesses and the Assigned IP unless at Completion all of the Shares, the Asset Sale Businesses and the Assigned IP are transferred to a Purchaser’s Group member.

The provisions of Part B of Schedule 18 shall apply.

The total consideration payable by the Purchaser for the entire SGT Business (comprising the Asset Sale Businesses, Shares and the Assigned IP being assigned or transferred by

23

the Seller or its subsidiaries together with the assets agreed to be transferred pursuant to Schedule 12) (the “Consideration”) shall be the Enterprise Value as adjusted pursuant to clause 4.2.

24

The provisions of Schedule 4 shall apply to the drawing up and finalising of the Net Asset Statement.

The Enterprise Value shall be apportioned in accordance with Schedule 3 and as otherwise agreed. Any adjustments made pursuant to clause 4.2 shall be made on the following basis:

save as otherwise agreed.

Without prejudice to their respective obligations under the agreement created by the acceptance of this Offer, the Seller and the Purchaser shall establish teams to facilitate completion of the transfer of the Minor Units that do not transfer on Completion in accordance with this Offer. They shall exchange full details of the members of those teams. The Minor Unit teams shall hold joint meetings (by telephone or otherwise) at regular intervals (but no less frequently than twice a month) to discuss progress in relation to the transfer of those Minor Units. They shall co-operate, exchange information and to all such things as are reasonably necessary to effect a prompt transfer of those Minor Units.

25

Pending Completion (or, in the case of the US Business, pending a sale of the US Company or US Business, upon exercise of the Call Option or the lapsing of the Call Option, whichever occurs first) the Seller shall procure and hereby undertakes to the Purchaser that, except as agreed with the Purchaser or in connection with the Pre-Completion Reorganisation:

26

27

not be settled for an amount less than 75% of the total amount of the claim or (ii) if such settlement would result in the amount recovered being less than the amount claimed by more than €500,000. Promptly following acceptance of this Offer the Seller shall procure that the interest of the Purchaser will be noted on those insurance policies with effect from the date hereof;

28

29

arrangement, covenant, understanding or practice which limits or restricts its freedom to carry on any business or activity, and to provide and take goods and services in such field and by such means and from, to and with such persons and in, into or from such part of the world, as it thinks fit.

30

In default of agreement between the Seller and the Purchaser as to whether any breach referred to in clause 5.3(a) (but not the question of whether there has been a breach of

31

Warranty 22.2) has occurred or as to the amount or nature of the adverse effect of any such breach or the increase in likelihood or materiality of the Asbestos Liability with respect to Warranty 22.1 by 6.00 pm on the tenth Business Day from the date of the Purchaser’s election under clause 5.3 (the “Initial Period”), the Purchaser shall have 10 Business Days from the date of the expiration of the Initial Period to select and brief a Queen’s Counsel listed on the panel listed in Annex 5, provided that if this has not taken place by 6:00 pm on the tenth Business Day following the end of the Initial Period, the Seller shall be entitled immediately to select and brief a Queen’s Counsel from the panel in Annex 5. The fees and expenses of the Queen’s Counsel shall be borne by the parties in the proportions specified by the Queen’s Counsel. The parties shall deliver to such Queen’s Counsel such indemnities as he may reasonably require. The Queen’s Counsel shall act as an expert and not as an arbitrator (taking local advice in the event that the laws of another jurisdiction are relevant, together with such other advice as he may deem appropriate) and his decision shall be final and binding on the parties in relation to the Purchaser’s right to rescind pursuant to clause 5.3(a) and to the allocation of fees and expenses. The Completion Date and the Long-Stop Date shall be deferred to the extent necessary for the procedure set out in this clause 5.4 to take place. If no determination has been made by the Queen’s Counsel briefed pursuant to this clause 5.4 within 60 Business Days of the matter being originally referred to him, then the provisions of this clause shall no longer have any effect other than the obligation on the parties to pay the relevant fees and expenses of the Queen’s Counsel in the proportions deemed appropriate by him.

Completion shall take place at the Brussels offices of the Seller’s Solicitors on the Completion Date.

32

state of severance from the land at the time of Completion and title shall pass by delivery under clause 6.2(b).

33

On Completion the parties shall duly execute outside of the United Kingdom, or shall carry out any actions identified in, or shall procure that the relevant persons shall duly execute outside of the United Kingdom, or shall carry out any actions identified in:

34

If the transfer of any part of the SGT Business has not occurred on or before the Long-Stop Date because one or more of the Conditions or of the requirements to deliver any document at Completion pursuant to clause 6.3(a)(ii) (a “Requirement”) has or have not then been satisfied or waived, but such Conditions or Requirements would be satisfied if the shares in one or more companies or one or more of the Asset Sale Businesses (each, an “Affected Unit”) were not transferred, then, following notice in writing to this effect served on the Purchaser by the Seller or by the Seller on the Purchaser:

35

36

37

Without prejudice to the provisions of Schedule 6 and with effect from the Completion Date the Purchaser shall, or shall procure that a Purchaser’s Group member shall:

With effect from the Completion Date the Seller shall, or shall procure that a member of the Retained ALSTOM Group shall:

38

Save as expressly stated otherwise and without prejudice to clauses 2.5(a), 7.1 and 7.2:

39

40

then as from the Completion Date the relevant Purchaser’s Group member and the relevant member of the Retained ALSTOM Group shall enter into a sub-contract under which the member of the Retained ALSTOM Group will perform the obligations which fall to be performed by the Retained Business with respect to that SGT Contract. The sub-contract shall reflect the terms of the SGT Contract as they apply to the Retained Business’s share to the extent reasonable and reflecting arm’s length market terms having regard to the terms of the relevant SGT Contract.

then as from the Completion Date the relevant member of the Retained ALSTOM Group and the relevant Purchaser’s Group member shall enter into a sub-contract under which the Purchaser’s Group member will perform the obligations which fall to be performed by the SGT Business with respect to that Retained Contract. The sub-contract shall reflect the terms of the Retained Contract as they apply to the SGT Business’s share to the extent reasonable and reflecting arm’s length market terms having regard to the terms of the relevant SGT Contract.

41

42

43

Where any representation, marketing or agency agreements in existence on the Completion Date relate to both the SGT Business and the Retained Business:

44

provided that, without prejudice to the provisions of clause 5 (Pre-Completion matters), no right to damages or compensation or otherwise in respect of breach of any Warranty (except Warranties 4.5 to 4.9 in Schedule 5) shall arise to the extent that it is caused by

45

any act or thing done or omitted to be done at any time after the date of this Offer at the written request of or with the written approval of the Purchaser (provided the Purchaser knew or should reasonably have known the consequences of the action or omission).

Without prejudice to the rights of the Purchaser to claim any remedy available to it, including damages on any basis available to it, in the event of a breach of the Warranties (in this clause 8.3, a “Breach”), the Seller shall pay to the Purchaser (or, at the Purchaser’s direction, to any other person) an amount equal to any losses suffered or incurred as a consequence of the Breach, including such losses thereby suffered or incurred by any Purchaser’s Group member (but in the case of a Purchaser’s Group member that is not wholly-owned by the Purchaser, an amount equal to a percentage of such claim that is equal to the percentage of the Purchaser’s interest in such entity). Without prejudice to any rights that may arise under the Asbestos Indemnity, the only remedy of the Purchaser for any breach of Warranties 22.1 or 22.2 in Schedule 5 shall be a right of rescission pursuant to clause 5.3(a).

In relation to the Warranties indicated in column 4 of the Warranties Matrix written disclosure made between the date of this Offer and Completion with respect to facts, matters or events arising or occurring after the date of this Offer shall be treated as if it were included in the Disclosure Letter for the purpose of considering whether the Warranty has been breached when repeated at Completion provided that such disclosure with respect to Warranties 7.4(a), 7.8 and 10.1(b) shall not be effective to the extent that the losses suffered within six months of Completion or any provision required to be made within six months of Completion in accordance with the Accounting Principles in the agreed terms and paragraphs 9(b) and (c) of Part B of Schedule 4 were not provided for or included in Net Working Capital. Such further disclosure shall not prejudice any claim which the Purchaser may have under the provisions of clauses 5.1 and 5.2.

The Warranties (save for those referred to in the definition of “Specified Claim”) are given subject to the matters Disclosed.

Subject to clause 9.15, each of the Warranties set out in each paragraph, and each paragraph of Schedules 5 and 6, shall be separate and independent.

46

Where any statement set out in Schedule 5 or Part C of Schedule 6 is expressed to be given or made to the best of the Seller’s knowledge or is qualified by reference to the Seller’s awareness or is qualified in some other manner having substantially the same effect, the Seller’s knowledge or awareness shall be taken only to be the actual knowledge of Patrick Kron, Nick Salmon, Philippe Jaffré, Andrew Hibbert, Philippe Soulié, Walter Graenicher, Mike Barrett, Philippe Joubert, Patrick Boissier, Gérard Blanc, Donna Vitter, David Curtis, Jean-Charles Samy, Jean-Michel Cousin, Ian Kellitt, Leif Nilsson, Gert Sköld, Denis Cochet, James Marr and David Allsworth, having made reasonable enquiries of Eduard Palisek, Johan Hansson, Marc Boffo, Olivier Beck, Ralph Davies, EJ Ferdinand, Hans Olsson, Haward Soper and Piotr Dobrowolski.

The Purchaser will accept this Offer on the basis of the Warranties and in reliance on them. Liability under any Warranty shall not in any way be modified or discharged by Completion.

The provisions of Schedule 16 shall apply to certain environmental matters described therein.

The provisions of Schedule 17 shall apply to certain matters described therein relating to asbestos liabilities.

The Seller and each UK Seller hereby waives any rights, remedies or claims which it may have in respect of any misrepresentation in or omission from any information or advice supplied or given by any SGT Company or any of their respective directors, officers, employees or agents or any SGT Employee and on which the Seller has relied in giving the Warranties, the Tax Covenant, the Indemnities and the Disclosure Letter and in making this Offer.

The Seller shall not have any liability in respect of the following provisions of this Offer unless the Purchaser has served on it a written notice:

47

giving such details of the claim as are then available to the Purchaser with the exercise of due diligence and details of the Purchaser’s then best estimate of the amount of the liability of the Seller in respect thereof.

The Seller shall not be liable in respect of any Claim under the Warranties (save for a Specified Claim) unless the aggregate amount of all such Claims together with Warranty Claims under the MGT/IST Agreement exceeds €5 million, provided that if such aggregate amount does exceed €5 million, the Seller’s liability shall be in respect of the entire amount and shall not be limited to the excess only. The Seller shall not be liable in respect of any Claim (or series of related Claims based on the same facts or circumstances) under the Warranties unless the amount of that Claim (or series of related Claims based on the same facts or circumstances whether under this Offer or under the MGT/IST Agreement) exceeds €200,000.

The total amount of the liability of the Seller and the Local Transferors in respect of the Claims (other than a Specified Claim), the Tax Covenant and the Indemnities (except for the Asbestos Indemnity) contained in this Offer, claims similarly defined in the MGT/IST Agreement and claims under the indemnities given in the Local Transfer Agreements (except for the equivalent Asbestos indemnities or for the ABB Ltd Excluded Liabilities) and claims under the Seller Guarantee taken together shall be limited to and in no event exceed €550 million.

No member of the Retained ALSTOM Group shall be liable in respect of any claim under the agreement arising on acceptance of this Offer if and to the extent that the loss

48

occasioned thereby has been recovered under any other claim under the agreement arising on acceptance of this Offer or under the Local Transfer Agreements.

provided that subclauses (ii) to (v) inclusive of this clause 9.5(a) shall only apply where the matter involves a claim by a third party against the SGT Business.

49

50

The Seller shall not be liable in respect of a claim under the Warranties and only to the extent that:

in the Net Asset Statement.

The Seller shall have no liability in respect of any Claim to the extent that such Claim arises or is increased by reason of acts or omissions by the Purchaser or any Purchaser’s Group member after Completion otherwise than in the ordinary course of business or other than pursuant to a contractual requirement of the SGT Business existing as at Completion or to a legal requirement existing as at Completion that was not complied with by the SGT Business before Completion.

The Seller shall not be liable in respect of any Claim in respect of any matters resulting from a change of accounting policy or practice or the length of any accounting period of the Purchaser or any Purchaser’s Group member introduced after Completion unless introduced to comply with any requirement of law which was not being properly complied with by any SGT Group Company on or before Completion.

51

If the Seller pays to the Purchaser, any Purchaser’s Group member or any Protected Person an amount in respect of any claim under the agreement arising on acceptance of this Offer (other than a claim under the Tax Covenant) and the Purchaser or any Purchaser’s Group member or Protected Person (as the case may be) subsequently recovers from a third party (including any insurer) a sum which is referable to that claim, the Purchaser shall forthwith repay to the Seller so much of the amount paid by the Seller as does not exceed the sum recovered from the third party less any costs reasonably incurred in making that recovery.

The Seller shall not be liable to make any payment in respect of any Claim which arises in respect of any breach of any Warranty to the extent that such claim relates to a liability to a third party unless and until the Purchaser or any Purchaser’s Group member (as the case may be) has become liable to make payment in respect of the corresponding liability.

Any sum paid by the Seller in respect of any Claim or any claim under the Indemnities or the Tax Covenant shall, to the extent possible, be paid by way of reduction of the Consideration paid for the relevant asset or assets under this Offer.

The Seller shall not be liable in respect of any Claim which arises in respect of any breach of Warranty which is capable of remedy except to the extent that the relevant breach remains unremedied after the expiry of 30 Business Days following receipt by the Seller of a written notice from the Purchaser giving reasonable particulars of the relevant breach and requiring it to be remedied or becomes incapable of remedy within that period.

Nothing contained in this clause 9 shall limit the Purchaser’s obligations or the obligation of any Purchaser’s Group member at law to mitigate any loss or damage resulting from or arising as a consequence of any circumstances giving rise to any claim under this Offer.

Subject to clause 29.6 and Schedules 16 and 17, claims shall be actionable only by the Purchaser and no other party shall be entitled to make any claim or to take any action whatsoever against the Seller under or arising out of or in connection therewith.

52

None of the Warranties other than the Warranties in paragraph 16 of Schedule 5 shall or shall be deemed to be directly or indirectly a Warranty in respect of the Environment or compliance with Environmental Laws or Environmental Permits.

The Purchaser acknowledges and confirms that at the time of entering into the agreement created by acceptance this Offer it is not aware of any matter or thing which constitutes a breach of any of the Warranties and which would give the Purchaser the right to rescind such agreement, other than as has been disclosed to the Purchaser in a manner specified in clause 8.4. The Purchaser’s knowledge for the purposes of this clause shall be taken to be the actual knowledge of the Vorstand of Siemens AG and of Messrs Stieler, Ischler, Baier, Behrens, Bopp, Brockmöller, Englisch, Gerbaulet, Heckenberger, Krog, Schoepe, Ms Kalbitz, Ms Flesch, Messrs Umlauft, Hekkert, Kotschi, Neumann, Jermis, Brückner, Küpper, Köncke, Adam, Hüttenhofer, Didion, Jones, Hartwig, Heinz, Pflaum, Ott, Biendarra, Reichart, Moenk, Hirschbiegel and Torunski.

The provisions set out in clauses 9.4, 9.5, 9.7, 9.9 and 9.13 shall apply to any liability of the Purchaser pursuant to clause 7 as if references in such clauses to Claims were references to claims pursuant to clause 7 and as if references to the Purchaser in such clauses were references to the Seller and vice-versa.

The provisions set out in clauses 9.4, 9.5, 9.7, 9.9 and 9.13 shall apply to any liability of the Seller pursuant to clause 7 as if references in such clauses to Claims were references to claims pursuant to clause 7.

The Purchaser shall not be entitled to make any claim under the Warranties or Indemnities in respect of the US Business or the US Company unless and until the US Business or the US Company is acquired by the Purchaser pursuant to the terms of this Offer.

The provisions of Schedule 7 shall have effect in relation to the retirement, pension and life assurance rights and benefits enjoyed by the SGT Group Employees.

53

For the avoidance of doubt, the terms set out in this Offer relating to Intellectual Property shall, from Completion, supersede and replace any existing arrangements which the Seller has in place among members of the Seller’s Group with respect to the licensing of SGT Intellectual Property. The Seller undertakes to procure that all intra-group arrangements relating to such Intellectual Property which are inconsistent with the terms of this Offer are terminated, modified or otherwise amended accordingly with effect from Completion.

The Seller shall with effect from Completion, assign or procure the assignment to the Purchaser (or any company within the Purchaser’s Group which is nominated by the Purchaser for that purpose) of all SGT Intellectual Property which is not owned by an SGT Company at Completion or which is not otherwise transferred on Completion (either directly or indirectly) to the Purchaser (or any company within the Purchaser’s Group), on the terms of the SGT Intellectual Property Assignments subject to any licence rights to which the Seller may be entitled pursuant to clause 11.4. The Seller shall provide to the Purchaser all product and component drawings, tangible Know-how and any other materials or documents relating to the SGT Intellectual Property which it owns, save that the Seller may retain any copies thereof which are necessary to enable the Seller to exercise the licence rights granted under clause 11.4 and may retain copies of any documents or other items where part only consists of SGT Intellectual Property. Any Intellectual Property relating directly to manufacturing and product technology or to tools, methods and design practices which is owned by any SGT Company but which is not SGT Intellectual Property shall be assigned with effect from (or prior to) Completion to a member of the Retained ALSTOM Group, subject to any licence rights to which the Purchaser may be entitled pursuant to clause 11.3.

Subject to clauses 11.8 and 11.9, the Seller shall with effect from Completion, grant or procure the grant to the Purchaser (or any company within the Purchaser’s Group which is nominated by the Purchaser for that purpose) of a perpetual, royalty-free licence on the terms of the Purchaser’s Licence Agreement in the agreed terms to use the Intellectual Property (including tools, methods and design practices) owned by any member of the Retained ALSTOM Group which in the five years prior to Completion was used in the SGT Business. Any software programs relating directly to manufacturing and product technology, patents, applications for patents, and documented and filed inventions forming part of the Intellectual Property which shall not be assigned to the Purchaser

54

pursuant to clause 11.2, but licensed pursuant to this clause 11.3, are set out in Part B of Annex 1.

The Purchaser shall with effect from Completion grant or procure the grant to the Seller (or any company within the Retained ALSTOM Group which is nominated by the Seller for that purpose) of a perpetual, royalty-free licence on the terms of the Seller’s Licence Agreement in the agreed terms to use the following Intellectual Property to the extent that such Intellectual Property is at Completion owned by any SGT Group Company or forms part of the Assigned IP:

(The Purchaser shall provide the Seller with the detail drawings of the engine combustion system, combustion chamber including cooling air ducting, turbine transition duct, the burner components and fuel system including piping. Emission, stress, life, temperature and performance data and reports of the combustion system available from rig and Cyclone engine testing for liquid and gas fuel will also be provided to the Seller)

(Control technology as documented by function plans, control schemes and control descriptions will be provided to the Seller or its nominee for a typical Gas Turbine employing the latest and best systems)

55

Where Source Material is the subject of a licence granted under clause 11.3 then it shall be a term of the licence that each permitted licensee of the Source Material shall ensure that it is held under conditions of strict security and is not divulged in any form to any person save to those who need to have access for the purposes of their permitted use.

Where Intellectual Property is used under licence from a third party (other than a member of the ALSTOM Group) but would (if owned by a member of the ALSTOM Group immediately prior to Completion) otherwise fall within the categories described in clauses 11.2 to 11.4 then the parties shall (subject to obtaining any necessary consents from third parties) assign or novate the relevant licences (in the circumstances described in clause 11.2) or grant sub-licences thereunder (in the circumstances described in clauses 11.3 and 11.4) in accordance with the principles set out in those clauses and subject to the following provisions:

56

in which event any costs shall be borne by the Purchaser, save that in the case of consents relating to the transfer of the information technology referred to in Schedule 12 the provisions of that Schedule shall apply.

The Purchaser acknowledges and agrees on behalf of itself and each member of the Purchaser’s Group that nothing in this Offer or in any other document entered into hereunder or referred to herein shall operate as an agreement to transfer (nor shall transfer) any right, title or interest in any trade mark, service mark, trade name, get-up or domain name to the extent it contains or consists of any ALSTOM Group Trade Mark.

57

For the avoidance of doubt, product-related names and trade marks shall be transferred in accordance with the provisions of this clause 11.

The Purchaser undertakes to the Seller with effect from Completion that:

58

The Seller and the Purchaser will co-operate with the objective of ensuring that such agreements are modified (with the consent of the other parties thereto) by the addition as a party of (as appropriate) either an SGT Company or a member of the Retained ALSTOM Group, with such amendments as may be necessary fairly to reflect the respective contribution and interest of both the existing and new parties thereto

The results of technical programmes undertaken at the Seller’s Technology Centre at Whetstone prior to Completion for application on Gas Turbines which form part of the SGT Business shall be treated with at least the same degree of security as is currently applied by the Technology Centre in respect of project data areas.

Ownership of the trade mark EDEN shall be transferred to the Purchaser, subject to a licence to the Seller (for the benefit of the Retained ALSTOM Group) to continue use of that mark in the manner in which it has been used in the Retained ALSTOM Group prior to the Completion Date.

in the definition of “Excluded Business” below, references to “Gas Turbines” shall be taken to be references to the Gas Turbines further described in the definition of “Restricted Business” unless the context requires otherwise;

“Excluded Business” means:

59

“Restricted Area” means the entire world;

“Restricted Business” means:

but shall exclude the Excluded Business; and

“Restricted Period” means a period of four years from the Completion Date.

60

61

62

The Purchaser hereby irrevocably undertakes to the Seller (for itself and as trustee for each member of the Retained ALSTOM Group) with effect from Completion that it shall, and shall procure that each SBE Company shall, comply with the provisions set out in Schedule 22.