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Alstom – ‘20-F’ for 3/31/03 – EX-4.9

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 4.9

Dated 19 April 1999 as amended by Amendment Letter dated 17 May, 2000, by

Amendment Letter dated 28 March, 2002 and

amended and restated on 8 April 2003

BNP PARIBAS

CHASE MANHATTAN plc

HSBC INVESTMENT BANK plc

as Arrangers

THE BANKS NAMED HEREIN

BNP PARIBAS

as Agent

AMENDED AND RESTATED EURO 1,250,000,000

MULTICURRENCY REVOLVING CREDIT

AGREEMENT

(ORIGINALLY EURO 1,875,000,000)

CONTENTS

I

II

THIS AGREEMENT is made on 19 April 1999 as amended by Amendment Letter dated 17 May, 2000, by Amendment Letter of 28 March, 2002 and as amended and restated on 8 April 2003

Between:

Background

As a result of arrangements by the Arrangers, the Banks are willing to continue to make available to the Borrower a Euro revolving credit facility of up to Euros 1,250,000,000 with a multicurrency option.

It is Agreed as follows:

Definitions

1.1 In this Agreement, except to the extent that the context requires otherwise:

Advance means an advance made or to be made by the Banks under this Agreement, whether under Tranche A or under Tranche B or, as the case may be, the outstanding principal amount of any such advance;

Affected Facilities means the Facility under this Agreement and the other financing arrangements in respect of which (and in the Borrower’s opinion) waivers and/or amendments are required for the entry into and the performance by the Borrower of the transactions contemplated by the Bridge Facility Agreement, the Extended Facility Agreements and the Strategic Plan, being the facilities identified in Schedule 13;

Amendment Agreement means an amendment agreement dated 8 April 2003 relating to this Agreement;

1

Amendment Fee Letter means the letter from the Agent to the Borrower dated on or about the date of the Amendment Agreement setting out the details of certain fees payable to certain of the Banks in connection with the Facility and as referred to in Clause 10.3 (Amendment Fee);

Amendment Letters means the letter of 17 May, 2000 from the Agent to the Borrower relating to the renewal of Tranche A and the letter of 28 March, 2002 from the Agent to the Borrower relating to the Agreement and amending certain financial ratios therein;

Applicable Accounting Principles means those accounting principles, standards and practices generally accepted in France on which the preparation of the audited consolidated accounts of the Borrower and the Consolidated Group as at 31 March 2002 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;

Auditors means Ernst & Young 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 Borrower;

Authorised Signatory means any of Philippe Jaffré, Marc Haestier, Olivier Klaric or Laurence Le-Masne or any other person of similar status nominated by the Borrower and approved by the Agent (such approval not to be unreasonably withheld or delayed);

Available Commitment means, in relation to a Bank, its Tranche A Available Commitment or its Tranche B Available Commitment, as the case may be;

Bridge Facility Agreement means the Euro 600,000,000 revolving credit facility dated 25 March 2003 and between the Borrower and each of Bayerische Landesbank, Paris Branch, BNP Paribas, CCF, CDC Finance—CDC IXIS, Commerzbank Aktiengesellschaft, Paris Branch, Credit Agricole Indosuez, Credit Industriel et Commercial, Credit Lyonnais, JPMorgan Chase Bank, Paris Branch, Natexis Banques Populaires, Société Générale, the banks named therein and BNP Paribas as agent;

Bridge Facility Discharge Date means the date on which there is an irrevocable and unconditional payment or discharge in respect of the aggregate of all moneys and other liabilities then due or owing by the Borrower pursuant to the terms of the Bridge Facility Agreement but in any event no later than 15 December, 2003;

Bridge Majority Lenders means the Majority Banks as defined in the Bridge Facility Agreement;

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

2

Commitments means, in relation to any Bank, the sum of its Tranche A Commitment and its Tranche B Commitment;

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

Consolidated Net Financial Expense means interest expense plus securitisation expenses less interest income, as shown in the Latest Financial Statements of the Borrower at such time;

Consolidated Net Worth means, at any time: the aggregate of:

all as shown in the Latest Financial Statements of the Borrower at such time;

Default Interest Period means a period by reference to which interest is calculated on an overdue sum;

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 subparticipation) and Dispose has the corresponding meaning;

EBITDA means for any applicable period on a consolidated basis, EBIT as set out in the Borrower’s consolidated accounts plus depreciation and amortisation as set out in the Borrower’s cash flow statements less goodwill amortisation and less capital gains on disposal of investments, as shown in the Latest Financial Statements of the Borrower at such time;

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

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

3

EONIA means, in relation to any Default Interest Period;

at or about 11.00 a.m. Paris time on the applicable Rate Fixing Day for the offering of overnight deposits in Euros;

EURIBOR means, in relation to any Term or Default Interest Period:

at or about 11.00 a.m. Brussels time (in the case of (a) above) or Paris time (in the case of (b) above) on the applicable Rate Fixing Day for the offering of deposits in Euros for the same period as the relevant Term or Default Interest Period (or, if the periods are not the same, such period, if any, as the Agent determines to be substantially the same);

Euro Amount means, in relation to an Advance:

if the notice requesting that Advance requested that it be denominated in Euros, the amount specified in that notice; or

4

Any reference to the Euro Amount of a prepayment or a Bank’s Outstandings shall be construed accordingly;

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

Event of Default means one of the events mentioned in Clause 20.1;

Excluded Default means an Event of Default arising solely under Clause 20.1(d) (Cross Default):

provided that, in each case, such Event of Default shall cease to be an Excluded Default if:

provided further that, upon the later of the Bridge Facility Discharge Date and the Extended Facilities Discharge Date, there shall no longer be any Excluded Defaults hereunder;

Exiting Subsidiaries means those subsidiaries which should be disposed of under the Strategic Plan, a list of which is set out in Schedule 12 hereto;

Extended Facilities means the credit facilities provided under the Extended Facility Agreements;

Extended Facility Agreements means the Euro 400,000,000 revolving credit agreement dated 28 March 2002 between, inter alios, the Borrower, BNP Paribas as agent and the banks named therein, the Euro 50,000,000 bilateral credit agreement dated 30 April, 2002 between the Borrower and BNP Paribas and the Euro 25,000,000 credit agreement dated 23 April, 2002 between the Borrower and JPMorgan Chase Bank, Paris Branch, in each case, as amended by amendment agreements dated 25 March 2003;

Extended Facilities Discharge Date means the date on which there is an irrevocable and unconditional payment or discharge in respect of the aggregate of all moneys and other liabilities then due or owing by the Borrower pursuant to the terms of the Extended Facility Agreements but in any event no later than 21 January, 2004;

5

Extended Majority Lenders means the Majority Extended Lenders as defined in the intercreditor agreement dated 25 March 2003 relating to the Extended Facilities;

Facility has the meaning ascribed to it in Clause 2.1;

Facility Office means, in relation to a Bank at any particular time, the office through which it is then acting for the purpose of this Agreement (or, in relation to an Advance in Sterling, that Advance);

Final Maturity Date means the Tranche A Maturity Date or the Tranche B Maturity Date, as the case may be;

Group means at any particular time, the Borrower and its Subsidiaries;

Group Guarantee means a Guarantee from 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”);

Information Memorandum means the information memorandum dated March 2003 prepared by the Borrower in connection with a banks’ meeting held on 18 March, 2003 and a request for certain waivers and/or amendments relating to certain Affected Facilities;

Initial Liquidity Plan means the Liquidity Plan relating to the Consolidated Group referred to in the Information Memorandum;

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 (i) any debt securities issued by the governments of any member state of the European Union, Switzerland or the United States, (ii) 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 Subsidiary of the Borrower) 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 Investors Service, Inc. or Standard & Poor’s Ratings Services, respectively, or any successor thereto;

ITB means the project referred to as “disposal of industrial turbines business” in the Information Memorandum or such business itself, as the context may require;

6

Latest Financial Statements means the Original Financial Statements or, if applicable, the financial statements and accounts most recently delivered to the Agent pursuant to Clauses 18.2 (Audited Accounts) and 18.3 (Semi-Annual Information);

LIBOR means, in respect of any Term or Default Interest Period and in respect of any currency (other than Euros or Sterling), the rate which is quoted for that Term or Default Interest Period on the relevant page on the Telerate Monitor (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. on the Rate Fixing Day as being the interest rate offered in the London inter-bank market for deposits in the relevant currency for the same period as the relevant Term or Default Interest Period (or, if the periods are not the same, such period, if any, as the Agent determines to be substantially the same) but:

Until replaced, the relevant Telerate Monitor 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 Agent to the Borrower before the relevant Advance is made in that particular currency;

Liquidity Plan means the Initial Liquidity Plan or, if applicable, the Liquidity Plan most recently delivered to the Agent pursuant to Clause18.5(a);

Litigation Report means the annual litigation report dated 15 March, 2003 relating to proceedings affecting members of the Consolidated Group and delivered by the Borrower to the Agent prior to or on the date of the Amendment Agreement;

Majority Banks means Banks whose Commitments together exceed 66 ²/3% of the total Commitments or once the Tranche A Commitments equal zero, Banks the Euro Amount of whose Tranche A Outstandings (if any) and Banks whose Tranche B Commitments together exceed 66 ²/3% of the sum of the Euro Amount of the Tranche A Outstandings (if any) and the Tranche B Total Commitments or, once the Commitments equal zero, Banks the Euro Amounts of whose Outstandings together exceed 66 ²/3% of the Euro Amount of the total Outstandings;

Mandatory Costs means, in relation to any Term or Default Interest Period (or part of a Term or Default Interest Period) relating to any Bank’s share of an Advance or overdue sum (i) the percentage rate per annum determined by that Bank in accordance with Schedule 8 and (ii) the cost, as notified to the Agent, as a percentage rate per annum, incurred by that Bank in making, maintaining or funding that share as a result of compliance with any applicable regulatory or central bank requirements, including any reserve costs imposed by the European

7

Central Bank or the European System of Central Banks, to the extent not compensated for by item (i) of this definition;

Margin means 2.00% per annum from the date of the Amendment Agreement;

Material Subsidiary means, at any time, any Subsidiary of the Borrower which is named in the list of Subsidiaries set out in Schedule 9 (Material Subsidiaries) (including ALSTOM Holdings) or in any such revised list provided by the Borrower to the Agent in accordance with Clause 18 or otherwise, provided that a Subsidiary shall in all cases be a Material Subsidiary if:

provided that all Material Subsidiaries shall represent in aggregate not less than 70 per cent. or more of consolidated revenues of the Consolidated Group;

calculated, in each case, by reference to the most recent audited, consolidated financial statements of the Borrower and the accounts of each Subsidiary for the period covered by such statements or, if not available, the closest period thereto;

Net Cash Proceeds means the cash proceeds from disposal of assets, having deducted, for the avoidance of doubt:

New Bank means a bank or financial institution to which a Bank seeks to novate (or, as the case may be, has novated) all or part of its rights and/or obligations in accordance with Clause 27.3;

Novation Notice means a notice substantially in the form set out in Schedule 5;

Optional Currency means any currency which is freely transferable and freely convertible into Euros in international foreign exchange markets (other than domestic Sterling) and which the Borrower and the Agent (acting on the instruction of all of the Banks) may from time to time agree;

Original Financial Statements means:

8

Outstandings means, in relation to a Bank at any particular time, the aggregate principal amount of its share of all (if any) Advances outstanding at that time;

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

PIBOR means, in respect of any Term or Default Interest Period and in respect of Sterling, the arithmetic mean (rounded, if necessary, to 4 decimal places) of the respective rates (as quoted to the Agent at its request) at which each Reference Bank is offering deposits in Sterling for the relevant Term or Default Interest Period to leading banks in the Paris inter-bank market at or about 11.00 a.m. Paris time on the Rate Fixing Day for that Term or Default Interest Period;

Place of Payment means the principal financial centre of the country of the currency to be paid (or, if there is more than one such centre, one of those centres as selected by the Agent);

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, provided for in Clause 20.1, would become an Event of Default;

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

9

Qualifying Lender means a Person which is entitled to any part of an Advance and any interest to be paid to it on that part of that Advance 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 Borrower or the Agent for the account of the Borrower not to be subject to any withholding or deduction for any taxes;

10

Rate Fixing Day means in relation to any Term or Default Interest Period for which an interest rate is to be determined under this Agreement in respect of an amount denominated or to be denominated in Euro or an Optional Currency, the day on which quotations would ordinarily be provided in the relevant Inter-bank Market for deposits in the relevant unit for delivery on the first day of that period. If for any such period quotations would ordinarily be provided on more than one day, the Rate Fixing Day for that period shall be whichever of those days is from time to time nominated by the Agent (having regard to any convention or practice in the relevant Inter-bank Market);

Reference Banks means, subject to Clause 27.5(a), BNP Paribas, J.P. Morgan plc (formerly Chase Manhattan plc) and HSBC Bank plc, each acting through such London office as is from time to time designated by it to the Agent for this purpose provided that, in the case of Advances denominated in Euros or in Sterling, Reference Banks shall mean BNP Paribas, J.P. Morgan plc (formerly Chase Manhattan plc) and HSBC Bank plc, each acting through such Paris Office as is from time to time designated by it to the Agent for this purpose;

Relevant Subsidiaries means the Material Subsidiaries, the Selling Subsidiaries, the Exiting Subsidiaries and (to the extent not already included, but for the purposes of Clause 17.1(g) and Clause 20.1(e), (f), (g) or (h) only) any holding company of any of them (including, for the avoidance of doubt, each intermediary holding company involved in the chain of control of ITB and T&D);

Repayment Date means, in relation to an Advance, the last day of its Term;

Required Amount means:

Reservations means generally applicable legal principles affecting creditors’ rights generally and applicable:

Selling Subsidiaries means those subsidiaries which are selling the Exiting Subsidiaries under the Strategic Plan, a list of which (other than those relating to real estate disposals) is set out in Schedule 12 hereto;

Short-term Investments means any short term debt securities issued by any commercial banking institution or any company (other than a Subsidiary of the Borrower) organised under the laws of any of the OECD countries 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 Investors Service, Inc. or Standard & Poor’s Ratings Services, respectively, or any successor thereto and purchased by the Borrower as a short term placement of excess cash;

11

Specified Time for any action means the time and date specified in Schedule 7 for that action;

Sterling means the lawful currency for the time being of the United Kingdom;

Strategic Plan means the strategic plan for the Group outlined in the Information Memorandum;

Subsidiary means in relation to any Person (its holding company), at any particular time, any other Person which is then directly or indirectly Controlled, or more than 50% of whose share capital (or the like) is then beneficially owned, directly or indirectly, by that Person;

T&D means the project referred to as “the disposal of transmission and distribution business” in the Information Memorandum, or such business itself, as the context may require;

Term means, in relation to an Advance, the period for which it is to be or, as the case may be, has been made;

Total Debt means an amount equal to the aggregate of the liabilities described as “financial debt” of the Consolidated Group (including borrowings, bonds and notes issued, other financial debt and bank overdrafts and, for the avoidance of doubt, the redeemable preference shares of ALSTOM Finance Jersey Ltd maturing on 31 March, 2006 and the subordinated notes issued on 29 September, 2000) and the aggregate amount of securitised trade receivables (both existing and future and, in each case, to the extent permitted pursuant to the terms of this Agreement), net of retained interests, all as shown in the then latest monthly management accounts and/or Latest Financial Statements of the Borrower, as the case may be (recognising, without prejudice to the Borrower’s obligations pursuant to Clauses 18.1, 18.2 and 18.3, that figures prepared with due diligence and in good faith in respect of semi annual and annual accounts may differ from the figures in the management accounts for the corresponding period);

Total Net Debt means, at any time, Total Debt less Short-term Investments, cash and cash equivalents of the Consolidated Group all as shown in the then latest monthly management accounts and/or Latest Financial Statements of the Borrower, as the case may be (recognising that figures in respect of semi annual and annual accounts may differ from the figures in the management accounts for the corresponding period);

Tranche A means that portion of the facility in respect of which Advances will mature no later than the Tranche A Maturity Date;

Tranche B means that portion of the facility in respect of which Advances will mature no later than the Tranche B Maturity Date;

Tranche A Amount means the total amount that may be drawn under Tranche A, which on the date of the Agreement was €625,000,000 and on the Tranche A Maturity Date was reduced to nil;

Tranche B Amount means the total amount that may be drawn under Tranche B, which on the date of the Agreement was €1,250,000,000 and on the date of the Amendment Agreement is no more than €1,250,000,000;

Tranche A Available Amount means the total amount of the Tranche A Available Commitments;

12

Tranche B Available Amount means the total amount of the Tranche B Available Commitments;

Tranche A Available Commitment means, in relation to a Bank on any date, its Tranche A Commitment less the Euro Amount of its Tranche A Outstandings, together with that Bank’s share of any Tranche A Advances the Repayment Date of which falls on such date;

Tranche B Available Commitment means, in relation to a Bank on any date, its Tranche B Commitment less the Euro Amount of its Tranche B Outstandings, together with that Bank’s share of any Tranche B Advances the Repayment Date of which falls on such date;

Tranche A Maturity Date means 15 April, 2001;

Tranche B Maturity Date means 19 April, 2004;

Tranche A Outstandings means, in relation to a Bank at a particular time, the aggregate principal amount of its share of all (if any) Tranche A Advances outstanding at that time;

Tranche B Outstandings means, in relation to a Bank at a particular time, the aggregate principal amount of its share of all (if any) Tranche B Advances outstanding at that time;

Tranche A Commitment means, in relation to a Bank and subject as provided in this Agreement, the amount set out opposite its name at the end of this Agreement under the heading “Tranche A”;

Tranche B Commitment means, in relation to a Bank and subject as provided in this Agreement, the amount set out opposite its name at the end of this Agreement under the heading “Tranche B”;

Tranche A Total Commitments means the aggregate for the time being of the Tranche A Commitments;

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

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

Construction of Certain References

1.2 Except to the extent that the context requires otherwise, any reference in this Agreement to:

an Affiliate of any Person means any Subsidiary or holding company of that Person, or any Subsidiary of any such holding company, or any other Person in which that Person or any such holding company or Subsidiary owns at least 20% of the share capital or the like;

an Agency of a state includes 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;

13

this Agreement includes this Agreement, the Amendment Letters, the Amendment Agreement, the fee letters referred to in Clause 10 (Fees), the Taux Effectif Global letter referred to in Clause 8.5 (Taux Effectif Global), any novation notice and any other document designated by the Agent and the Borrower, as from time to time amended, supplemented, novated, restated or replaced and any document which amends, supplements, novates, restates or replaces this Agreement, in accordance with Clause 27.3 (Banks) or 28.2 (Amendments, Waivers and Consents);

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

Borrowed Money includes any Indebtedness (a) for or in respect of money borrowed or raised (whether or not for cash), by whatever means (including acceptances, deposits, discounting, factoring, finance leases, hire purchase, sale-and-lease back, sale-and-repurchase and any form of off-balance sheet financing), (b) for the deferred purchase price of Assets or services (other than goods or services obtained on normal commercial terms in the ordinary course of trading) or (c) any Guarantee in respect of any Indebtedness falling within (a) or (b) above;

references to certain things or acts being “permitted” under the Bridge Facility Agreement and/or under the Extended Facility Agreements (or in this connection, with the consent or approval of the Bridge Majority Lenders or the Extended Majority Lenders, as the case may be) are applicable only so long as the relevant agreement(s) are respectively in full force and effect;

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

one Person being Controlled by another means that other (whether directly or indirectly and whether by the ownership of share capital, the possession of voting power, contract or otherwise) has the power to appoint and/or remove all or the majority of the members of the Board of Directors or other governing body of that Person or otherwise controls or has the power to control the affairs and policies of that Person;

the date of this Agreement means 19 April 1999 and the date of the Amendment Agreement means 8 April 2003;

a 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);

the equivalent in any currency (the first currency) of any amount in another currency (the second currency) shall be construed as a reference to the amount in the first currency which could be purchased with that amount in the second currency at the spot rate of exchange at which the Agent would have been prepared and able to purchase that amount in the first currency for the second currency in the Paris foreign exchange market for value as at the relevant time on the relevant date specified in this Agreement (or, where no such time and date is specified, for value at such time and on such date as the Agent may from time to time reasonably determine to be appropriate in the circumstances);

14

a Guarantee also includes 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;

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) (a) of the Relevant Person for the payment or repayment of money or (b) of any other Person for the payment or repayment of money secured by Security on Assets of the Relevant Person, whether or not the Relevant Person is liable in respect of any obligation so secured;

a law includes common or customary law and any constitution, decree, judgement, legislation, order, ordinance, regulation, statute, treaty or other legislative measure, in each case of any jurisdiction whatever (and lawful and unlawful shall be construed accordingly);

something having a Material Adverse Effect (on the Borrower) is to it having a material adverse effect (a) on the financial condition or business of the Borrower or the Group taken as a whole or (b) on the ability of the Borrower to perform and comply with its obligations under this Agreement;

any obligation of any Person under this Agreement or any other agreement or document shall be construed as a reference to an obligation expressed to be assumed by or imposed on it under this Agreement or, as the case may be, that other agreement or document (and due, owing, payable and receivable shall be similarly construed);

a Person includes any individual, company, corporation, firm, partnership, joint venture, undertaking, association, organisation, trust, state or Agency of a state (in each case, whether or not having separate legal personality);

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);

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 wherever imposed, levied, collected, withheld or assessed;

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;

a time of the day is to London time unless otherwise stated;

the Winding-up of a Person also includes the amalgamation, reconstruction, administration, dissolution, liquidation, merger or consolidation of that Person, and any equivalent or analogous procedure under the law of any jurisdiction in which that Person is incorporated, domiciled or resident or carries on business or has Assets.

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Calculation of Financial Covenants

1.3 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.

Headings

1.4 Headings shall be ignored in construing this Agreement.

Amount

2.1 On the date of this Agreement, the Banks granted to the Borrower a Euro revolving credit facility of up to € 1,875,000,000, with a multicurrency option, available in 2 tranches (the Facility). Since such time Tranche A has been repaid in full and the Facility has been reduced and as of the date of the Amendment Agreement the aggregate Outstandings and Commitment under the Facility are both equal to € 1,250,000,000 which represents the Tranche B Outstandings and the Tranche B Total Commitments.

Pro Rata Participation in Advances

2.2 Each Bank will participate through its Facility Office in each Advance to be made under the facility in the proportion borne by its Tranche A Available Commitment or, as the case may be, its Tranche B Available Commitment to the Tranche A Available Amount or, as the case may be, to the Tranche B Available Amount when the Agent receives the notice requesting that Advance (unless, between then and the time for making that Advance, its Tranche A Available Commitment or, as the case may be, its Tranche B Available Commitment is reduced to zero, in which case the amount of that Advance will be reduced accordingly);

Calculation of Available Commitments/Facility

2.3 In order to calculate the amount of the Tranche A Available Amount and the Tranche B Available Amount and each Bank’s Tranche A Available Commitment or, as the case may be, its Tranche B Available Commitment in connection with a proposed Advance (whether for the purpose of Clause 2.2 (Pro Rata Participation in Advances) or 4.2 (Drawdown Request)):

Purpose

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but in each case neither the Agent nor any Bank need check that it does so.

The conditions precedent in Schedule 1 have been satisfied.

Drawdown Conditions

4.1 Advances will be made by the Banks to and as requested by the Borrower if the additional conditions set out in Clauses 4.2 (Drawdown Request) to 4.5 (No Event of Default etc.) are fulfilled.

Drawdown Request

4.2 Not later than the Specified Time (or, as the case may be, such later time as may be acceptable to the Agent and the Banks for the purpose of the relevant request), the Agent has received from the Borrower a notice substantially in the form set out in Schedule 6 specifying:

No Market Disruption

4.3 No event mentioned in Clause 14.1 (Triggering Events) occurs in relation to that Advance.

Representations etc. Correct

4.4 All representations and warranties in Clause 17 (Representations and Warranties) (except to any extent waived in accordance with Clause 28.2 (Amendments, Waivers and Consents)) have been complied with and would be correct (in all material respects in the cases of Advances the sole purpose of which is to repay an existing Advance) if repeated on the proposed date of that Advance by reference to the circumstances then existing.

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No Event of Default etc.

4.5 No Event of Default or Potential Event of Default has occurred on or before that date, or will occur as a result of making that Advance, other than any waived in accordance with Clause 28.2 (Amendments, Waivers and Consents).

Notification of Drawdown Requests

4.6 The Agent shall promptly (and in any event by the Specified Time) notify each Bank of the proposed details of, and the amount of that Bank’s share of, each Advance.

Limit on number of Advances/Currencies

4.7 Not more than 8 Advances may be outstanding at any one time. Advances may not be denominated in more than 4 currencies (including Euros) at any one time.

Repayment of Advances

5.1 The Borrower shall repay each Advance on its Repayment Date, together with all unpaid interest accrued on that Advance. However, as the facility is revolving, any amount repaid under Tranche A before the Tranche A Maturity Date and any amount repaid under Tranche B before the Tranche B Maturity Date will remain available for reborrowing under Tranche A or, as the case may be, Tranche B on the terms and conditions of this Agreement.

Final Maturity Date

5.2 If on the Tranche A Maturity Date any Advance under Tranche A remains outstanding, the Borrower shall repay that Advance on that date together with all unpaid accrued interest and fees and any other sum then due under this Agreement. If on the Tranche B Maturity Date any Advance under Tranche B remains outstanding, the Borrower shall repay that Advance on that date together with all unpaid accrued interest and fees and any other sum then due under this Agreement.

Of All Banks

6.1 Following the Bridge Facility Discharge Date and the Extended Facilities Discharge Date, the Borrower may, prepay any Advance, or any part of it which is a Required Amount, without penalty at any time if it gives to the Agent not less than 10 Business Days’ irrevocable written notice of the Advance to be prepaid and the date and amount of the prepayment. Any such prepayment must be accompanied by accrued interest on the amount prepaid and any other sum then due under Clause 22.2 (Broken Funding Costs) or any other provision of this Agreement.

Of Certain Banks

6.2 If:

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the Borrower may prepay all (but not part only) of that Bank’s Outstandings without premium or penalty on the date of prepayment specified in that notice. Any such prepayment must be accompanied by all unpaid accrued interest on that Bank’s Outstandings, all unpaid fees accrued to that Bank and any other sum then due to that Bank under Clause 22.2 (Broken Funding Costs) or any other provision of this Agreement.

Of All Banks

7.1 Following the Bridge Facility Discharge Date and the Extended Facilities Discharge Date, the Borrower may cancel the Tranche A Available Amount or the Tranche B Available Amount any part of each which is a Required Amount, without premium or penalty at any time before the relevant Final Maturity Date by giving to the Agent not less than 10 Business Days’ irrevocable written notice of the date and amount of the cancellation. Any such partial cancellation shall reduce each Bank’s Tranche A or Tranche B Commitment, as the case may be, rateably.

Of Certain Banks

7.2 If the events specified in Clauses 6.2(a) and 6.2(b) occur, the relevant Bank’s Commitment shall be cancelled (without premium or penalty) upon the Agent receiving the relevant notice under Clause 6.2(b). In addition, if any event specified in Clause 6.2(a) occurs and there are no Outstandings owing to the relevant Bank, the Borrower may cancel all (but not part only) of that Bank’s Commitment without premium or penalty at any time before the relevant Final Maturity Date by giving to that Bank and the Agent not less than 10 Business Days’ irrevocable written notice of the date of the cancellation.

Cancellation Rights Limited

7.3 The Borrower may not cancel all or any part of the Commitments except as expressly provided in this Agreement.

Term of Advances

8.1 Interest shall be calculated on each Advance by reference to the Term of that Advance. The Term shall begin on the proposed date of that Advance and shall be of 1, 2, 3 or 6 months’ duration (or a period of less than 6 months ending on the relevant Final Maturity Date), or any other period as agreed by the Banks under Clause 8.1(a) below, as selected by the Borrower in the notice requesting that Advance except as follows:

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Normal Interest Rate

8.2 The rate of interest applicable to an Advance for all or any part of its Term shall be the rate per annum (as determined by the Agent) equal to the sum of:

Notification of Interest Rates

8.3 The Agent shall promptly notify the Borrower and the Banks of each rate of interest determined in accordance with this Agreement.

Payment of Interest

8.4 On the Repayment Date of an Advance or (in the case of an overdue sum) the last day of each Default Interest Period relating to that overdue sum, the Borrower shall pay the unpaid interest accrued during that Term or Default Interest Period on the Advance or overdue sum to which it relates at the rate(s) applicable for that Term or Default Interest Period. However, in the case of a Term or Default Interest Period of more than 6 months, the interest accrued during the first 6 months and each, if any, successive 6 month period during that Term or Default Interest Period shall be paid on the last day of any such 6 month period.

Taux Effectif Global

8.5 For the purpose of Article L313.1 et seq., of the French Code de la Consommation, the parties acknowledge that, due to certain characteristics of the facility and, in particular, to the floating interest rate applicable to the Advances, the actual all-in percentage rate (taux effectif global) for the duration of the facility cannot be calculated as at the date of this Agreement. Notwithstanding the above, the Agent delivered to the Borrower on the date of this Agreement and on the date of the Amendment Agreement letters containing indicative calculations of the actual all-in percentage rate, the form of the latter such letter being set out in Schedule 10.

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Requests for Optional Currency

9.1 If the Borrower so requests in the notice requesting an Advance, that Advance shall be made in the Optional Currency specified in that request unless otherwise provided in this Agreement.

Response to Request for an Optional Currency

9.2 Not later than the Specified Time, any Bank may notify the Agent to the effect that:

If the Agent receives any such notice, it shall promptly (and in any event by the Specified Time) notify the Borrower and the Banks.

Fallback Currency

9.3 If the Agent receives a notice from any Bank in accordance with Clause 9.2 (Response to Request for an Optional Currency) (and, where applicable, also receives such a notice in relation to the alternative duration of the relevant Term resulting from the operation of Clause 8.1(b)) then, subject to Clause 4.3 (No Market Disruption), the relevant Advance shall instead be made in Euros and in the Euro Amount of that Advance.

Changes in Condition

9.4 Without prejudice to Clause 14 (Change in Market Conditions), if:

then (subject to Clause 4.3 (No Market Disruption)) that Advance shall instead be made in Euros and in the Euro Amount of that Advance. In that event, the rate of interest applicable to that Advance for its Term shall be determined by reference to rates prevailing at such time on such day as the Agent determines to be appropriate (and all references to 11 a.m. on the Rate Fixing Day shall be construed accordingly).

Supervening Events

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Agency Fee

10.1 The Borrower shall pay to the Agent for its own account an agency fee as stated in a letter dated 25 February 1999 from the Agent to, and countersigned by, the Borrower.

Arrangement Fee

10.2 The Borrower shall pay to the Agent (for the account of the Arrangers) an arrangement fee as stated in a letter dated 19 April 1999 from the Arrangers to, and countersigned by, the Borrower.

Amendment Fee

10.3 The Borrower shall pay to the Agent (for the account of the Banks identified therein) an amendment fee as stated in the Amendment Fee Letter.

Commitment Fees

10.4 The Borrower shall pay a commitment fee calculated on a daily basis at the rate of 1.00% per annum on the amount of each Bank’s Available Commitment from day to day during the period beginning on the date of the Amendment Agreement and ending on the relevant Final Maturity Date. These fees shall be payable in arrear quarterly from the date of the Amendment Agreement and on the relevant Final Maturity Date or any earlier date on which that Bank’s Tranche A Commitment or Tranche B Commitment, as the case may be, is reduced to zero.

Utilisation Fee

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In relation to any day on which a Bank’s Commitment (whether Tranche A or Tranche B) equals zero but its Outstandings do not, for the purpose of calculating the utilisation fee its Commitment under the relevant tranche shall be deemed to be the amount at which it stood immediately before it first equalled zero.

Payments to be free and clear

11.1 All sums payable by the Borrower under this Agreement shall be paid free and clear of and (except to the extent required by law) without any deduction or withholding, whether for or on account of Tax, by way of set-off or otherwise.

Grossing-up of Payments

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Qualifying Lender

11.3 Notwithstanding Clauses 11.2(a) and 11.2(b), the Borrower shall not be required to pay any additional amount in respect of any Tax so imposed or levied on a Bank if on the due date of a payment of interest to a Bank, such Bank is not a Qualifying Lender, unless such imposition of withholding results from the introduction of, or any change in, or in the interpretation or application of, any relevant law, order or practice of the French tax authorities after this Agreement is entered into or, as the case may be, the date on which that Bank becomes a Bank, or from the breach by the Borrower of its obligations under Clause 11.4 (Tax Administration Formalities) below.

Tax administration formalities

11.4 The Borrower agrees to provide such information in respect of itself as may be reasonably requested by the Banks in order for the Banks to comply with any administrative formalities required in order for the Banks to be exempt from withholding or deduction for any taxes under any applicable international treaty.

Refund of Tax Credits

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then, if it can do so without any adverse consequences for that Bank, that Bank shall, as soon as practicable, reimburse the Borrower such amount as that Bank determines to be such proportion of that Tax Credit as will leave that Bank (after that reimbursement) in no better or worse position in respect of its world-wide Tax liabilities than it would have been in if no Tax Payment had been required. A Bank shall use its reasonable endeavours to claim any Tax Credit (and, if it does claim, the extent, order and manner in which it does so) and whether any amount is due from it under this Clause 11.5 (and, if so, what amount and when). No Bank shall be obliged to disclose any information regarding its Tax affairs and computations.

If at any time any Bank (acting reasonably) determines that it is or will become unlawful or contrary to any law or Directive for it to allow all or part of its Commitment to remain outstanding, to make, fund or have outstanding all or part of its Outstandings and/or to carry out all or any of its other obligations under this Agreement then, unless the problem has been resolved by the operation of Clause 9 (Currency Option):

Indemnity

13.1 If the Agent or, as the case may be, any Bank (in each case acting reasonably) determines that, as a result of (a) the introduction of or any change in, or in the interpretation or application of, any law or Directive or (b) compliance by it with any law or Directive:

the Borrower shall, at the request of the Agent or the relevant Bank, as the case may be, and at the Borrower’s option either (i) indemnify it, without incurring any further penalty, (or pay to

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it an amount sufficient to indemnify any of its holding companies) against that cost, reduction, payment or forgone interest or other return (except to the extent that it results from a deduction or withholding of Tax) and, accordingly, shall from time to time on demand (whenever made) pay to the Agent for its own account or, as the case may be, for the account of that Bank the amount certified by it with reasonable justification to be necessary so to indemnify it (or any of its holding companies) or (ii) prepay to that Bank all (but not part only) of that Bank’s Outstandings on the date specified in that request. Any such prepayment must be accompanied by all unpaid accrued interest on that Bank’s Outstandings, all unpaid fees accrued to that Bank and any other sum then due to that Bank under Clause 22.2 (Broken Funding Costs) or any other provision of this Agreement.

Capital Adequacy

13.2 Under Clause 13.1 (Indemnity), but subject to Clause 13.3 (Exception) a Bank shall be entitled to claim indemnification not only for a cost, reduction, payment or forgone interest or other return directly attributable to this Agreement, its Commitment, its share of any Advance or any overdue sum, but also for that proportion of any cost, reduction, payment or forgone interest or other return which that Bank (or any of its holding companies) reasonably determines to be fairly allocable to this Agreement, its Commitment, its share of any Advance or any overdue sum in relation to any law or Directive applicable to that Bank (or any of its holding companies) or affecting the conduct of that Bank’s (or any of its holding companies’) business or a type of business or the manner in which or the extent to which that Bank (or any of its holding companies) allocates capital resources.

Exception

13.3 Clause 13.1 (Indemnity) shall not oblige the Borrower to compensate any Bank (or any of its holding companies) for any cost, reduction, payment or forgone interest or other return which results from the implementation, as contemplated on the signing of this Agreement, of the matters set out in the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, unless it results from any change after the signing of this Agreement in, or in the interpretation or application of, such matters as contemplated on the signing of this Agreement.

Triggering Events

14.1 If in relation to any Advance:

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the Agent shall promptly notify the Borrower and the Banks and that Advance shall not be made.

Negotiation

14.2 The Borrower and the Agent (on behalf of and after consultation with the Banks) shall then negotiate until not more than 25 days after the Agent gives that notification with a view to agreeing an alternative basis for calculating the interest payable on and/or funding Advances. Any alternative basis agreed in writing by the Agent (on behalf of and with the consent of all the Banks) and the Borrower within that 25 day period shall take effect in accordance with its terms.

If any circumstances arise which result, or would on the giving of notice result, in the Borrower having to make a payment to or for the account of a Bank under Clause 11 (Taxes), 12 (Illegality) or 13 (Increased Costs), or in a Bank’s Commitment being cancelled under Clause 12(a), then without in any way limiting, reducing or otherwise qualifying any of the obligations of the Borrower under Clauses 11 to 14:

However, no Bank shall be obliged to take any such steps which in its reasonable opinion could have an adverse effect on that Bank.

By Banks

16.1 On each date on which an Advance is to be made, each Bank shall make its share of that Advance available to the Agent. Each such amount shall be made available in the currency in which that Advance is to be denominated in such funds and by such time on the due date as may then be generally accepted for the settlement in the Place of Payment of international payments in that currency to such account with such bank in the Place of Payment as the Agent may specify.

If so requested by the Agent, the relevant Bank will promptly confirm to the Agent that it will make the relevant payment as required by this Clause 16.1.

Disbursement to Borrower

16.2 The Agent shall make the amounts so received by it from the Banks available to the Borrower before close of business in the Place of Payment on that date by payment in the

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same currency and funds as received by the Agent to such account with such bank as the Borrower shall have specified in the notice requesting that Advance. If any Bank makes its share of an Advance available to the Agent later than required by Clause 16.1 (By Banks), the Agent shall make that share available to the Borrower as soon as practicable thereafter.

Currency of Payments

16.3 (a) Each repayment or prepayment of principal of an Advance shall be made in the currency in which that Advance was made.

By Borrower

16.4 On each date on which a payment is to be made by the Borrower, it shall make that payment to the Agent in the currency specified in Clause 16.3 (Currency of Payments) in such funds and by such time on the due date as may then be generally accepted for the settlement in the Place of Payment of international payments in that currency. All such payments shall be made to such account with such bank in the Place of Payment as the Agent may specify.

Distribution to Banks

16.5 The Agent shall make available to each Bank before close of business in the Place of Payment on that date its pro rata share (if any) of any sum so received by the Agent from the Borrower in the same currency and funds as received by the Agent to such account of that Bank with such bank in the Place of Payment as it shall have designated to the Agent for that purpose. If any sum is received by the Agent from the Borrower later than required by Clause 16.4 (By Borrower), the Agent shall make each Bank’s share (if any) available to it as soon as practicable thereafter.

Netting of Payments

16.6 Notwithstanding Clauses 4.2(f) and 16.1 (By Banks) to 16.3 (Currency of Payments) or any other provision of this Agreement:

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The relevant Bank shall remain obliged to advance the first amount in the currency of the first amount and the Borrower shall remain obliged to repay the second amount in the currency of the second amount, notwithstanding this Clause 16.6(b).

Nothing in this Clause 16.6 shall be effective to create a charge.

Order of Distribution

16.7 If the amount received by the Agent from the Borrower on any date is less than the total sum remaining and/or becoming due under this Agreement on that date, the Agent shall apply that amount in or towards payment of the following sums in the following order:

Any such applications shall override any purported appropriation by any Person. For this purpose, the Agent may (if and to the extent necessary) convert one currency into another.

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Refunding of Payments

16.8 The Agent shall not be obliged to (but may) make available to any Person any sum which it is expecting to receive for the account of that Person until it has been able to establish that it has received that sum. However, it may do so if it wishes. If and to the extent that it does so but it transpires that it had not then received the sum which it paid out:

Non-Business Days

By the Borrower

17.1 The Borrower represents and warrants to and for the benefit of each other party to this Agreement, in relation to itself and (where applicable) its Relevant Subsidiaries, and in the case of 17.1(h) below, each member of the Group, as follows:

Status

Powers

Authorisation and Consents

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have been taken, fulfilled and done.

Non-Violation etc.

or result in the existence of, or oblige any member of the Consolidated Group to create, any Security over those Assets other than as permitted under Clause 19.2. (Negative Pledge).

Obligations Binding

No Default

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Winding-up/Insolvency

Existing Security:

Accounts

No Material Adverse Change

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Litigation

Information Memorandum

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Environmental Matters

Intellectual Property

Assets

Tax Liabilities:

Strategic Plan

Repetition

17.2 Each of the representations and warranties in Clauses 17.1(a) to 17.1(q) (other than Clause 17.1(l)(i), (ii) and (iii)) will be correct and complied with (in all material respects in the case of Advances the sole purpose of which is to repay an existing Advance) on each date

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on which an Advance is requested or made as if repeated by reference to the then existing circumstances.

Qualifications to Warranties

17.3 The representations and warranties in Clauses 17.1(c)(ii) and 17.1(c)(iv) and 17.1(e) shall be subject to Reservations.

The Borrower undertakes that, so long as any sum remains to be lent or remains payable under this Agreement:

Preparation of Accounts

18.1 The Borrower will ensure that all accounts to be delivered by it under this Agreement are prepared in such manner that Clause 17.1(i) would be complied with.

Audited Accounts

18.2 As soon as available and in any event within 120 days after the end of each of its financial years (beginning with the current one), the Borrower will deliver to the Agent enough copies for the Banks of its annual report and audited consolidated accounts (including balance sheet, profit and loss and cashflow statements of the Borrower) as at the end of and for that financial year, together with copies of the related directors’ and auditors’ reports.

Semi-Annual Information

18.3 As soon as available and in any event within 90 days after the end of the first six months of each of its financial years (beginning with the current one), the Borrower will deliver to the Agent enough copies for the Banks of its interim consolidated financial statements (which have been subject to limited review by the Borrower’s auditors) (including balance sheet, profit and loss and cashflow statements of the Borrower) for that six month period.

Quarterly Information

18.4 If at any time after the date of the Amendment Agreement the Borrower publishes quarterly consolidated financial statements, as soon as available and in any event within 60 days of the end of each quarter, the Borrower will deliver to the Agent enough copies for the Banks of its interim consolidated financial statements for that quarter.

Monthly and Quarterly Information

18.5 As soon as the same become available, but in any event within twenty days after the end of each calendar month, commencing on 31 March, 2003 (and in the case of items (a), (b) and (d), following the anniversary date of the Amendment Agreement, within twenty days after the end of each calendar quarter) deliver to the Agent (in sufficient copies for each of the Banks):

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Information to Shareholders or Creditors

18.6 At the same time as sent to its shareholders (or any class of its shareholders) or creditors, the Borrower will deliver to the Agent enough copies for the Banks of any circular, document or other written information sent to its shareholders (or any class of its shareholders) or creditors as such.

Events of Default

18.7 The Borrower will notify the Agent in writing of the occurrence of any Event of Default or Potential Event of Default other than an Excluded Default (and of any action taken or proposed to be taken to remedy it) promptly after becoming aware of it. With each financial statement delivered by it under Clauses 18.2 (Audited Accounts) and 18.3 (Semi-Annual Information), and promptly after any request made by the Agent from time to time, the Borrower will deliver to the Agent a certificate signed on its behalf by such Person as may be acceptable to the Agent for that purpose confirming that, so far as it is aware and (if applicable) except as previously notified to the Agent or waived in accordance with Clause 28.2, no Event of Default or Potential Event of Default has occurred or (as the case may be) setting out details of any which has occurred and has not been so notified or waived and of which it is aware and of any action taken or proposed to be taken to remedy it.

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the Borrower will deliver to the Agent a certificate signed on its behalf by the chief financial officer or a vice president corporate funding of the Borrower:

Material Subsidiaries

18.9 With each set of accounts delivered by it under Clauses 18.2 (Audited Accounts) (and within 14 days after any request made by the Agent from time to time), the Borrower will deliver to the Agent a certificate:

18.10 Cash Collateral: The Borrower undertakes to provide on or prior to 30 April, 2003 to the Agent (with sufficient copies for each of the Banks) a schedule in respect of each Relevant Subsidiary (to the extent applicable) providing details of all cash collateral granted by it as at the date hereof by way of security for off-balance sheet undertakings.

Other Information

18.11 The Borrower will promptly deliver to the Agent for distribution to the Banks such other information relating to its financial condition or business and to the financial condition or business of any member of the Group as the Agent (or any Bank through the Agent) may from time to time reasonably request, including, without limitation, information concerning the implementation of the Strategic Plan.

The Borrower undertakes, in relation to itself and, where applicable, each of its Relevant Subsidiaries and/or each member of the Group that, so long as any sum remains to be lent or remains payable under this Agreement:

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Ranking of Obligations

19.1 Its payment obligations under this Agreement rank and will at all times rank at least equally and rateably in all respects with all its other unsecured and unsubordinated Indebtedness except for such unsecured Indebtedness as would, by virtue only of the operation of law, be preferred.

Negative Pledge

19.2 The Borrower will not, and will ensure that no other member of the Group will, create or have outstanding any Security on or over their respective Assets, except for:

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in each case provided that:

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41

42

deliver to the Agent, in reasonable detail and in a form satisfactory to the Agent, details of all such adjustments as need be made to the relevant financial statement to bring it into line with Applicable Accounting Principles.

19.6 Restriction on Subsidiary Indebtedness: The Borrower shall procure that the financial debt of its Subsidiaries shall at no time represent more than 30% of Total Debt. For the avoidance of doubt, for these purposes the “financial debt” of Subsidiaries shall be calculated in the same manner as “financial debt” of the Borrower, as described in the definition of Total Debt.

19.7 Acquisitions and Mergers: The Borrower will procure that, except as permitted by the Bridge Majority Lenders (until the Bridge Facility Discharge Date) and thereafter the Extended Majority Lenders (until the Extended Facilities Discharge Date) and thereafter as permitted by the Majority Banks:

19.8 Insurances: The Borrower will ensure that there is in effect at all times, insurance cover over its Assets and business and those of its Relevant Subsidiaries of a type and in an amount which is consistent with good business practice in the relevant industry.

19.9 Loans: The Borrower will procure that no member of the Group will be the creditor of any Borrowed Moneys other than:

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19.10 Intellectual Property: The Borrower will procure that it and the Relevant Subsidiaries will:

19.11 Compliance with Laws: The Borrower will, and shall ensure that each Relevant Subsidiary will, maintain and comply with all applicable laws, regulations, authorisations, permits and licences as are necessary or desirable in connection with its business including, without limitation, any Consents necessary to enable it to carry out the transactions contemplated by this Agreement and the Strategic Plan, any Environmental Law and any Environmental Authorisations except in each case, to the extent failure would not reasonably be expected to have a Material Adverse Effect.

19.12 Auditors: The Borrower will procure that neither it nor any Relevant Subsidiary will:

19.13 Arms Length Transactions: The Borrower will procure that no member of the Group will enter into any arrangement or transaction which is not on arm’s length terms in accordance with sound commercial practice and (except in order to implement the Strategic Plan) in the ordinary course of its business.

19.14 Joint Ventures: The Borrower will procure that no member of the Group will enter into or permit to subsist any joint venture, partnership or similar arrangement with any person, other than:

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and no member of the Group shall make any investment or otherwise participate in an entity with unlimited liability.

19.15 Cash Pooling: The Borrower shall procure that no change is made to the cash pooling or other cash or treasury management operations of the Group as carried on at the date of the Amendment Agreements which would be likely to have a Material Adverse Effect.

19.16 Capital Expenditure: The Borrower will procure that capital expenditure of the Consolidated Group in any quarterly period does not exceed 110 per cent. of the capital expenditure of the Consolidated Group forecast for such period in the Initial Liquidity Plan (unless otherwise permitted pursuant to the Bridge Facility Agreement (until the Bridge Facility Discharge Date) and thereafter pursuant to the Extended Facility Agreements (until the Extended Facilities Discharge Date) and thereafter as permitted by the Majority Banks.

19.17 Pensions Schemes: The Borrower will procure that all material pension schemes of it and its Relevant Subsidiaries are fully funded to the extent required by law based on reasonable actuarial assumptions applicable in the jurisdiction in which the relevant pension scheme is maintained.

19.18 Strategic Plan: The Borrower undertakes:

19.19 Vendor Financing: The Borrower will procure that no new Vendor Financing is provided by any member of the Group after the date of the Amendment Agreement.

19.20 Off balance sheet undertakings: The Borrower will procure that no member of the Group will enter into any new commitment or assume any additional liability (contingent or actual) in respect of:

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19.21 Group Structure: The Borrower will procure that except as a result of sales pursuant to the Strategic Plan, no change shall occur in the shareholdings of the Selling Subsidiaries or of the Exiting Subsidiaries which would result in the Borrower’s direct or indirect shareholding in any such company being reduced.

20.1 Events of Default: The following are Events of Default:

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20.2 Cancellation/Acceleration: If at any time and for any reason (and whether within or beyond the control of the Borrower) any Event of Default has occurred and is subsisting, the Agent, if so instructed by the Majority Banks, shall by notice to the Borrower declare:

Interest on Overdue Sums

21.1 If the Borrower does not pay any sum payable under this Agreement when due, it shall pay interest on the amount from time to time outstanding in respect of that overdue sum for the period beginning on its due date and ending on the date of its receipt by the Agent (both before and after judgement) in accordance with this Clause 21. For the purpose of this Clause 21, if any payment is received by the Agent on the due date, but too late to be made available by the Agent on that due date to the Person(s) entitled to it under Clause 16.5 (Distribution to Banks), that payment shall be deemed to be received on the next Business Day (but the Agent will give credit to the Borrower for any interest earned by the Agent on the relevant sum pending distribution to such Person(s)).

Default Interest Periods and Rates

21.2 Interest under this Clause 21 shall be calculated by reference to successive Default Interest Periods, each of which (other than the first, which shall begin on the due date) shall begin on the last day of the previous one. Each such Default Interest Period shall be of 3 months or such shorter period as the Agent may from time to time select and the rate of

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interest applicable for all or any part of a particular Default Interest Period shall be the rate per annum equal to the sum of 1% and the rate which would be applicable to that overdue sum for (or, as the case may be, for that part of) that Default Interest Period under Clause 8.2 (Normal Interest Rate) if that overdue sum were a non-overdue Advance, except as follows:

Payment and Compounding of Default Interest

21.3 Interest accrued under this Clause 21 shall be due on demand by the Agent but, if not previously demanded, shall be paid when due in accordance with Clause 8.4. If not paid when due, the interest shall be added to the overdue sum and itself bear interest accordingly, to the fullest extent permitted by French law.

Miscellaneous Indemnities

22.1 The Borrower shall on demand and, on receipt of written justification, indemnify the Agent, each Arranger and each Bank against any funding or other reasonable cost, loss, expense or liability sustained or incurred by it as a result of:

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Broken Funding Costs

22.2 In the case of Clauses 22.1(a) and 22.1(c) above, the amount payable shall in any event include the amount (if any) by which:

is less than:

Currency Indemnity

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Indemnities Separate

22.4 Each of the indemnities in this Agreement constitutes a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Agent, any Arranger and/or any Bank and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement or any other judgment or order.

Appointment of Agent

23.1 Each Bank irrevocably appoints the Agent to act as its agent for the purpose of this Agreement and authorises it to perform the functions specifically delegated to it by this Agreement and such other functions as are reasonably incidental. However, the Agent may not begin any legal action or proceeding in the name of a Bank without its consent. The relationship between the Agent and the Banks is of agent and principal only. The Agent shall not be a trustee or fiduciary for any Bank, nor an agent, trustee or fiduciary for the Borrower, under or in relation to this Agreement.

Agent’s Duties

Agent’s Rights

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Rights of Agent and Arrangers

23.4 The Agent and each Arranger (and, in the case of Clauses 23.4(d) and 23.4(e), each of their respective Affiliates) may:

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Exoneration of Agent and Arrangers

23.5 Neither the Agent nor any Arranger nor any of their respective personnel or agents shall be:

Save (in the case of the Arrangers only) as expressly provided in Clause 10.2 (Arrangement Fee), none of the Arrangers shall have any duty, obligation or responsibility under or in connection with this Agreement.

Agent and Arrangers as Lenders

23.6 The Agent and each Arranger shall have the same rights and powers with respect to its Commitment and share of the Advances (if any) as any other Bank and may exercise those rights and powers as if it were not also acting as Agent or, as the case may be, as Arranger.

Non-Reliance on Agent and Arrangers

23.7 Each Bank confirms that it has itself been, and will at all times continue to be, solely responsible for making its own independent investigation and appraisal of the business, financial condition, prospects, creditworthiness, status and affairs of the Borrower or any Subsidiary of the Borrower and has not relied, and will not at any time rely, on the Agent and/or any Arranger and/or any other Bank:

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Indemnity to Arrangers and Agent

23.8 To the extent that the Borrower does not do so on demand or is not obliged to do so, each Bank shall on demand indemnify the Arrangers and the Agent in the proportion borne by its Outstandings to all the Outstandings at the relevant time (or, if there are then no Outstandings, in the proportion borne by its Commitment to the Tranche A Commitments and the Total Tranche B Commitments) against any cost, expense or liability mentioned in Clause 25 (Expenses and Stamp Duty) or sustained or incurred by the Agent in complying with any instructions from the Majority Banks or otherwise sustained or incurred by the Arrangers or the Agent in connection with this Agreement or their respective duties, obligations and responsibilities under this Agreement except to the extent that they are sustained or incurred as a result of the gross negligence or wilful misconduct of the Agent or any Arranger or any of their respective personnel or agents.

Resignation of Agent

23.9 Notwithstanding the irrevocable appointments in Clauses 23.1 (Appointment of Agent) and 23.11 (Novation Notice), the Agent may resign at any time (after consultation with the Borrower) if it gives at least 7 days’ notice to the Borrower and the Banks. However, no resignation shall be effective until the successor has been appointed and accepted its appointment in accordance with this Clause 23.9. The Agent may in its notice of resignation appoint any of its Affiliates with an office in Paris as its successor. If it does not do so, the Majority Banks, after consultation with the Borrower, unless an event referred to in Clause 20.2(a) or 20.2(b) has occurred, may appoint a successor. If the relevant successor has not been so appointed and accepted its appointment within 15 days after the date of the notice of resignation, the resigning Agent may appoint any reputable bank or financial institution with an office in Paris (whether or not an Affiliate of the Agent) to be its successor. Any appointment of a successor must be in writing, signed by the Person(s) appointing that successor and delivered to that successor. Any acceptance of such appointment must be in writing, signed by the Person appointed and delivered to the Person(s) appointing that successor. The other parties to this Agreement shall be promptly informed of the acceptance by a successor Agent. Upon the successor accepting its appointment, the resigning Agent shall be automatically discharged from any further obligation under this Agreement and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if the successor had been the original Agent party to this Agreement. The resigning Agent shall provide its successor with (or with copies of) such of its records as its successor requires to carry out its functions under this Agreement.

23.10 The Majority Banks may, by giving thirty days’ prior written notice to the Agent, remove the Agent from its appointment as such hereunder. The Majority Banks may appoint (after consultation with the Borrower) a successor Agent provided that such successor is a reputable bank or financial institution with an office in Paris. If the Banks have not, within

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thirty days after such notice of removal, appointed a successor Agent which shall have accepted such appointment, the retiring Agent shall have the right to appoint (after consultation with the Borrower) a successor Agent, in accordance with Clause 23.9 (Resignation of Agent).

Novation Notice

23.11 The Borrower, each Arranger and each Bank (except for a Bank voluntarily seeking the relevant novation in accordance with Clause 27.3 (Banks)) irrevocably authorise the Agent to sign each Novation Notice on their behalf.

Agency Department

23.12 In the exercise of its functions the Agent shall be treated as acting through an agency department separate from any of its other departments or services, and any information received by such other departments or services will not be treated as known by the Agent unless communicated to it in its capacity as such.

Set-Off

24.1 The Borrower authorises any other party to this Agreement (but only so long as an Event of Default or Potential Event of Default has occurred and is continuing) to apply (without prior notice) any credit balance (whether or not then due) to which it is at any time beneficially entitled on any account at, any sum held to its order by and/or any liability to it of, any office of that party in or towards satisfaction of any sum then due from it to that party under this Agreement and unpaid and, for that purpose, to convert one currency into another at the rate of exchange obtained by such party in accordance with its usual practice (but so that nothing in this Clause 24.1 shall be effective to create a charge). No party shall be obliged to exercise any of its rights under this Clause 24.1, which shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which it is at any time otherwise entitled (whether by operation of law, contract or otherwise).

Pro Rata Sharing

24.2 If at any time the proportion received or recovered (whether by direct payment, by exercise of any right of set-off, combination of accounts or lien, or otherwise) by any Bank in respect of the total sum which has become due to it from the Borrower under this Agreement before that time exceeds the proportion received or recovered by the Bank(s) receiving or recovering the smallest proportion (if any), then:

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Within 2 Business Days after any Bank receives or recovers any such sum otherwise than by payment through the Agent, that Bank shall notify the Agent of the amount and currency so received or recovered, how it was received or recovered and whether it represents principal, interest or other sums and in respect of which tranche. If all or part of any amount so received or recovered by that Bank has to be refunded by it (with or without interest), each Bank to whom any part of that amount has been distributed shall (within 2 Business Days after receiving a request from that Bank) in turn pay to that Bank its proportionate share of the amount to be refunded and of any interest required to be paid by that Bank on that amount in respect of all or any part of the period from the date of the relevant distribution to the date of that payment to that Bank.

Any amount received or recovered by a Bank under a novation, assignment, sub-participation (or the like) shall be ignored for the purpose of this Clause 24.2(b) (except to the extent, if any, that such amount is received or recovered from or is, to that Bank’s knowledge, funded by the Borrower or any other member of the Consolidated Group). Furthermore, a Bank shall not be obliged to share any amount which it has received or recovered as a result of taking legal proceedings with any other Bank which had an opportunity to participate in those legal proceedings but did not do so and did not take separate legal proceedings.

Expenses and Stamp Duty

25.1 Whether or not any Advance is made, the Borrower shall pay:

Other Expenses

25.2 The Borrower shall also, from time to time on demand of the Agent, reimburse it, at such reasonable hourly and/or daily rates as it shall from time to time notify to the Borrower, in respect of management time and/or other resources used by it in connection with any such amendment, supplement, waiver or consent, or complying with any instructions from the

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Majority Banks, or the protection or enforcement or attempted protection or enforcement of any right under this Agreement and/or any such amendment, supplement, waiver or consent.

Basis of Calculation

26.1 All interest and commitment and utilisation fees shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a year of 360 days or in accordance with the then current market practice in the Inter-bank Market.

Loan Accounts

26.2 The entries made in the accounts maintained by each Bank in accordance with its usual practice shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded in them.

Certificates

26.3 A certificate by the Agent or any Arranger or Bank as to any sum payable to it under this Agreement, and any other certificate, determination, notification or the like of the Agent or any Arranger or Bank or the Majority Banks provided for in this Agreement, shall be conclusive save for manifest error. Any such certificate as to any sum shall set out the basis of computation of that sum in reasonable detail but shall not be required to disclose any information reasonably considered to be confidential.

Benefit and Burden of this Agreement

27.1 This Agreement shall benefit and bind the parties, any New Bank in respect of which a Novation Notice becomes effective in accordance with Clause 27.3, their permitted assignees and their respective successors. Any reference in this Agreement to any party shall be construed accordingly.

Borrower

27.2 The Borrower may not assign or transfer all or part of its rights or obligations under this Agreement.

Banks

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Facility Offices

27.4 The initial Facility Office of each Bank has been notified by that Bank to the Agent. Any Bank may at any time with the written consent of the Borrower, such consent not to be unreasonably withheld and which consent shall be deemed to have been given unless, within 7 Business Days of being requested to consent, the Borrower refuses its consent, change its Facility Office in relation to all or a specified part of its Commitment and/or Outstandings by notifying the Agent of the fax number and address of its new Facility Office, no later than 4 Business Days prior to the date of any such change.

Reference Banks

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