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Alstom – ‘20-F’ for 3/31/03 – EX-4.8

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 4.8

Dated: 23 April 2002 as amended and restated on 25 March 2003

ALSTOM

as Borrower

JPMORGAN CHASE BANK, PARIS BRANCH

as Bank

THIS AGREEMENT IS SUBJECT TO AN INTERCREDITOR AGREEMENT

DATED 25 MARCH, 2003

EUR25,000,000

AMENDED AND RESTATED REVOLVING

CREDIT AGREEMENT

(originally EUR50,000,000)

CONTENTS

I

II

THIS AGREEMENT is made on 23 April 2002 and is amended and restated by agreement on 25 March 2003

BETWEEN

This Agreement is subject to the terms and conditions of an Intercreditor Agreement (as defined below) for so long as the Intercreditor Agreement is subsisting.

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 Bank under this Agreement, or the outstanding principal amount of any such advance;

Affected Facilities means those Financing Documents 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 Finance Documents and the Strategic Plan;

Amendment Agreements means each of:

each an Amendment Agreement and applicable Amendment Agreement shall be construed accordingly;

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 as amended in accordance with the provisions of this Agreement;

Assets Disposal Letter means a letter dated 24 March 2003 from the Borrower to inter alia, the Bank, describing the Azur, Parthenon and Trout Disposals;

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;

Available Commitment means on any date, the Commitment less the amount of the Outstandings, together with any Advances the Repayment Date of which falls on such date;

Azur means the project referred to as Azur in the Assets Disposal Letter;

Bonding Guarantees means any type of bond or guarantee issued by a bank, a financial institution or an insurance company in favour of purchasers or their affiliates or other third parties in connection with a sale of goods, delivery, construction, or provision of other services including, but not limited to, bid bonds, advance payment bonds, performance bonds, warranty or maintenance bonds;

Borrowed Money includes any Indebtedness: (i) 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); (ii) 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 (iii) which is required to be accounted for as financial indebtedness; or (iv) any Guarantee in respect of any Indebtedness falling within (i) or (iii) above but excluding, in each case, Bonding Guarantees arising in the ordinary course of trading;

Bridge Facility means the credit facility provided under the Bridge Facility Agreement;

Bridge Facility Agreement means the EUR 600,000,000 revolving credit facility dated 25 March 2003 and between each of Bayerische Landesbank, Paris Branch, BNP Paribas, CCF, CDC IXIS, Commerzbank Aktiengesellschaft, Paris Branch, Credit Agricole Indosuez, Credit Industriel et Commercial, Credit Lyonnais, JPMorgan Chase Bank, Paris Branch, Natexis Banques Populaires, Societe Generale, 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;

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Bridge Initial Drawdown Date means the drawdown date referred to in the first drawdown request received by the agent in accordance with the terms of the Bridge Facility Agreement;

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:

Capital Expenditure means expenditure in respect of items taken into account in the Initial Liquidity Plan and which would, in accordance with Applicable Accounting Principles, be accounted for as capital expenditure;

Commitment means EUR25,000,000 to the extent not cancelled or reduced under this Agreement, or the amount after such reduction;

Confidentiality Undertaking means a confidentiality undertaking substantially in the form set out in Schedule 11 (Form of Confidentiality Undertaking) or in any other form agreed between the Borrower and the Bank;

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

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

all as shown in the Latest Financial Statements of the Borrower delivered to the Bank pursuant to Clause 17.2(a) and (b) 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 and “Dispose” has the corresponding meaning (including, without limitation, by way of securitisation, sale and leaseback and/or subparticipation);

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Dunkerque Securitisation means the securitisation of receivables arising out of an agreement dated 18 April, 2002 for the construction of a thermal power station made between ALSTOM Power Centrales and DK6, a wholly owned subsidiary of Gaz de France;

Early Repayment Event means, at any time prior to 31 July, 2003, a failure or refusal by a shareholders’ meeting to approve any of the following:

each in accordance with the provisions contained in the resolutions of the board of directors of the Borrower dated 11 March, 2003 and the resolutions of the board of directors of the Borrower to be held no later than 13 May, 2003;

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:

EONIA means, in relation to any Default Interest Period:

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

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 EUR 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 Bank determines to be substantially the same);

EUR or euros means the single currency of the Participating Member States;

Event of Default means any of the events specified in Clause 20.1;

Excluded Default means an Event of Default arising solely under Clause 20.1(d) (Cross Default) by reason of material adverse change or similar provisions contained in any other agreement in respect of Borrowed Money of the Borrower or any member of the Group; provided that such Event of Default shall cease to be an Excluded Default if:

Exiting Subsidiaries means those subsidiaries which should be disposed of under the Strategic Plan, and as identified in the Assets Disposal Letter;

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

Extended Facility Agreements means this Agreement, the EUR 50,000,000 bilateral credit agreement dated 30 April 2002 between ALSTOM and BNP Paribas and the EUR 400,000,000 revolving credit agreement dated 28 March 2002 between

5

ALSTOM, the arrangers and banks identified therein and BNP Paribas as agent, in each case, as amended by the applicable Amendment Agreement;

Extended Maturity Date means 21 January 2004;

Facility has the meaning ascribed to it in Clause 2.1;

Facility Office means, at any particular time, the office through which the Bank is then acting for the purpose of this Agreement;

Fee Letter means the letter from, among others, the Bank to the Borrower dated 11 March, 2003 setting out details of certain fees payable to the Bank in connection with the Facility and as referred to in Clause 9 (Fees).

Finance Documents means this Agreement, the applicable Amendment Agreement, the Fee Letter, the Taux Effectif Global letter referred to in Clause 8.5 (Taux Effectif Global), any Novation Notice, the Intercreditor Agreement and any other document designated by the Bank 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 26.3 (Banks) or 27.2(Amendments, Waivers and Consents);

Financial Compliance Certificates means certificates delivered to the Bank in accordance with Clause 17.2(b) comprising:

Financial Year means each financial year of the Borrower;

Financing Document means any agreement entered into by the Borrower for the purpose of agreeing terms which relate to Borrowed Money;

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

Group Guarantee means a Guarantee from any member of the Consolidated Group (other than an SPP described in paragraph (a)(i) of the definition of Project Finance Indebtedness) in respect of Project Finance Indebtedness;

Group Information means :

Holding Company means, in relation to a Person, any entity of which that Person is a Subsidiary;

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 Waivers and Amendments;

Initial Liquidity Plan means the Liquidity Plan relating to the Consolidated Group attached as Annex 1 hereto;

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 the European inter-bank market;

Intercreditor Agreement means the intercreditor agreement dated 25 March 2003 between the parties hereto, the arrangers, agent and extended lenders identified therein, and BNP Paribas as the agent to such extended lenders (the Intercreditor Agent);

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;

Latest Financial Statements means the Original Financial Statements or, if applicable, the financial statements and accounts most recently delivered to the Bank pursuant to Clauses 17.2(a) or 17.2(b);

7

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 Bank prior to or on the date of the Amendment Agreements;

Liquidity Plan means the Initial Liquidity Plan or, if applicable, the Liquidity Plan most recently delivered to the Bank pursuant to Clause 17.2(c)(i);

Mandatory Costs means, in relation to any Term or Default Interest Period (or part of a Term or Default Interest Period) relating to an Advance or overdue sum, the percentage rate per annum determined by the Bank in accordance with Schedule 8 ;

Margin means 2.0% per annum;

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 Bank in accordance with Clause 17.2(b)(ii) 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;

Multicurrency Credit Facility means the EUR 1,110,000,000 multicurrency credit facility dated 3 August, 2001 between, among others, ALSTOM, BNP Paribas, Chase Manhattan plc and HSBC;

Net Cash Proceeds has the meaning ascribed to it in Clause 6.3;

New Bank means a bank or financial institution to which the 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 26.3;

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

Original Financial Statements means:

8

Outstandings means, at any particular time, the aggregate principal amount of all (if any) Advances outstanding at that time;

Parthenon means the project referred to as Parthenon in the Assets Disposal Letter;

Participating Member State means a state of the states participating in European Monetary Union;

Permitted Joint Venture has the meaning ascribed to it in Clause 18.20;

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 Bank);

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 Bank, provided for in Clause 20.1 (Default), 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

10

provided that in no circumstances shall there be any such recourse in respect of cash flow deficiencies within the relevant Project; and/or

Qualifying Bank 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 not to be subject to any withholding or deduction for any taxes;

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, 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 Bank (having regard to any convention or practice in the relevant Inter-bank Market);

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 20.1(f), 20.1(g) and 20.1(h) only) any Holding Company of any of them;

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

Repeated Representations means the representations and warranties contained in Clause 16.1, other than those in, 16.1(h), 16.1(i)(i) and 16.1(q)(i)-16.1(q)(v);

Report on the Consolidated Group’s Borrowed Money means a report dated as of 31 January, 2003 presenting details of the Consolidated Group’s Borrowed Money and uncommitted lines, Bonding Guarantees and guarantee facilities, in each case, including:

Required Amount means a minimum of EUR10,000,000 and an integral multiple of EUR5,000,000;

11

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

Rights Issue means any offer of rights to subscribe additional share capital of the Borrower on terms and conditions that will provide to the Borrower Net Capital Market Proceeds on issue of an amount equal to not less than EUR 300,000,000;

Selling Subsidiaries means those subsidiaries which are selling the Exiting Subsidiaries under the Strategic Plan, and are identified in the Assets Disposal Letter;

Shareholders Meeting means an ordinary and extraordinary shareholders meeting of the Borrower to be held on 2 July, 2003 for the purpose of passing one or more resolution(s) approving a Rights Issue on the conditions set out in the resolutions of its board of directors in the meeting held on 11 March, 2003 and the resolutions of the board of directors to be held no later than 13 May, 2003;

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

Strategic Plan means the plan approved by the board of directors of the Borrower incorporating, and at all times materially consistent with, the relevant assumptions contained in the Initial Liquidity Plan and the statements made in the Assets Disposal Letter;

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 per cent of whose share capital (or the like) is then beneficially owned, directly or indirectly, by that Person;

TARGET means Trans-European Automated Real-time Gross Settlement Express Transfer payment system;

TARGET Day means any day on which TARGET is open for the settlement of payments in EUR;

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 Borrowed Money of the Consolidated Group (including, for the avoidance of doubt, the redeemable preference shares of ALSTOM Finance Jersey Ltd maturing on 31 March, 2006), 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, and the subordinated notes issued on 29 September, 2000) all as shown in the latest monthly management accounts and/or Latest Financial Statements of the Borrower, as

12

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);

Total Net Debt means at any time, Total Debt less 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);

Trout means the project referred to as Trout in the Assets Disposal Letter;

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

Waivers and Amendments means each waiver, amendment and/or, consent identified in Schedule 12 (Waivers and Amendments) under or in respect of the Affected Facilities.

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;

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

Consent also includes an approval, authorisation, exemption, filing, licence, notarisation order, permission, recording, resolution 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;

13

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 Bank 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 Bank may from time to time reasonably determine to be appropriate in the circumstances);

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 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);

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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 the 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 Paris time unless otherwise stated; and

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.

Calculation of Financial Covenants

1.3 Consolidated Net Worth and Total Net Debt shall be calculated and interpreted in accordance with Applicable Accounting Principles and shall be expressed in EUR.

Headings

1.4 Headings shall be ignored in construing this Agreement.

Amount

2.1 The Bank continues to grant to the Borrower an EUR revolving credit facility in an aggregate principal amount not exceeding EUR 25,000,000 (the Facility), provided that such amount may be reduced by the amount of any cancellation pursuant to Clauses 6, 7 or 20 of this Agreement.

Calculation of Available Commitment

2.2 In order to calculate the Available Commitment in connection with a proposed Advance (for the purpose of Clause 4.2 (Drawdown Request)):

15

Purpose

2.3 The Borrower shall use the entire proceeds of each Advance made for general corporate purposes (but the Bank does not need to check that it does so) other than:

The conditions precedent in Schedule 1 have been satisfied.

Drawdown Conditions

4.1 Subject to the other terms of this Agreement, Advances will be made by the Bank 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.) inclusive 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 Bank for the purpose of the relevant request), the Bank has received from the Borrower a notice substantially in the form set out in Schedule 6 (Notice Requesting Advance) specifying:

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The parties acknowledge that, for so long as the Intercreditor Agreement is subsisting, the terms of this Clause 4.2 shall be subject to the provisions of the Intercreditor Agreement.

No Market Disruption

4.3 No event mentioned in Clause 13.1 (Triggering Events) occurs in relation to that Advance.

Representations etc. Correct

4.4 All representations and warranties in Clause 16 (Representations and Warranties) (except to any extent waived in accordance with Clause 27.2 (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.

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:

Amount and Limit on number of Advances

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

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amount repaid thereunder before the Extended Maturity Date will remain available for re-borrowing subject to and in accordance with the terms and conditions of this Agreement.

Extended Maturity Date

5.2 If on the Extended Maturity Date any Advance 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.

Voluntary Prepayment

6.1 The Borrower may, subject to Clause 6.3, prepay any Advance, or any part of it which is a Required Amount, without penalty at any time if it gives to the Bank 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. Any amount prepaid but not cancelled may be reborrowed in accordance with the terms of this Agreement.

[Intentionally Deleted]

6.2 [Intentionally Deleted]

6.3 Mandatory prepayment/cancellation from proceeds

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Net Cash Proceeds means any Net Capital Markets Proceeds and/or Net Disposals Proceeds but excluding:

Net Capital Markets Proceeds means, in relation to any Capital Markets/Debt Issue, any cash proceeds thereof from time to time received by or for the account of any member of the Group, net of any taxes and/or reasonable commissions, fees and expenses payable by any member of the Group in connection with such Capital Markets/Debt Issue;

Capital Markets/Debt Issue means any issue of rights, shares, equity, hybrid or debt securities of any description by any member of the Group (whether to the public, one or more private places or otherwise and whether or not listed on any stock exchange) but disregarding commercial paper except to the extent required to be prepaid in accordance with Clause 18.10(d)(ii);

Net Disposal Proceeds means, in relation to any Disposal of any Asset, any cash proceeds thereof from time to time that are to be received by or for the account of any member of the Group (i) net of any tax liability arising from such Disposal, and (ii) reasonable commissions, fees and expenses payable by any member of the Group in connection with such Disposal (without limitation, including pursuant to earn out provisions and taking into account the amount of any proceeds received in respect of repayment or disposal of any intra group loan) but excluding:

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and provided that where any company that remains a member of the Group after a Disposal is required in connection with a Disposal:

then to the extent the amount of the proceeds received in connection with the Disposal is increased thereby, the amount of the increase shall be disregarded in calculating the Net Disposal Proceeds in respect of the Relevant Disposal.

Mandatory Prepayment if no Rights Issue

6.4 On the occurrence of an Early Repayment Event and following notification given to the Borrower by the Bank, the Commitments shall be cancelled in full forthwith and the Borrower shall repay each Advance made to it in full to the Bank on such date as is specified by the Bank.

Notification

6.5 The Borrower shall promptly and in any event within two Business Days notify the Bank forthwith of receipt by any member of the Group of any Net Cash Proceeds or of an Early Prepayment Event.

Interest/breakage costs

6.6 Any prepayment pursuant to Clause 6.3 or 6.4 must be accompanied by all unpaid accrued interest on the amount prepaid and any sum then due under Clause 22.2 (Broken Funding Costs).

Designation of Advances

6.7 If any partial prepayment of Outstandings is made by the Borrower at a time when more than one Advance is outstanding, the Bank shall determine which Advances are discharged by the relevant prepayment and to what extent, and shall promptly notify the Borrower of such determination.

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Allocation of Payments

6.8 If on any date on which any amount falls to be prepaid under Clause 6.3 (Mandatory Prepayment) amounts are outstanding under any of the other Extended Facilities, then the relevant Net Cash Proceeds shall be applied in prepayment of all of the Extended Facilities (pro rata by reference to the outstandings thereunder) and the amount required to be prepaid and cancelled hereunder shall be reduced accordingly.

Voluntary Cancellation

7.1 The Borrower may cancel the Available Commitment, or any part of the Available Commitment which is a Required Amount, without premium or penalty at any time before the Extended Maturity Date by giving to the Bank not less than 10 Business Days’ irrevocable written notice of the date and amount of the cancellation, together with evidence reasonably satisfactory to the Bank that such cancellation is consistent with the cashflow projections in the Liquidity Plan.

Cancellation Rights Limited

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

No Reinstatement

7.3 No amount of the Commitment cancelled under this Agreement may be subsequently reinstated.

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 month’s duration, or any other period as agreed by the Bank under Clause 8.1(b) below, as selected by the Borrower in the notice requesting that Advance except as follows:

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 Bank) equal to the sum of:

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Notification of Interest Rates

8.3 The Bank shall promptly notify the Borrower 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 Bank has delivered to the Borrower on the date of this Agreement and on the date of the Amendment Agreements a letter containing indicative calculations of the actual all-in percentage rate, the form of the latter such letter being set out in Schedule 10 .

Extension Fee

9.1 The Borrower shall pay to the Bank an extension fee in accordance with the Fee Letter by no later than 2 April 2003.

Commitment Fee

9.2 The Borrower shall pay a commitment fee calculated on a daily basis at the rate of 1.00% per annum on the amount of the Available Commitment from day to day during the period beginning on the date of the Amendment Agreements and ending on the Extended Maturity Date. This fee shall be payable in arrear quarterly from the date of the Amendment Agreements and on the Extended Maturity Date or any earlier date on which the Commitment is reduced to zero.

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Payments to be Free and Clear

10.1 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 Bank

10.3 Notwithstanding Clauses 10.2(a) and 10.2(b), the Borrower shall not be required to pay any additional amount in respect of any Tax so imposed or levied on the Bank if (i) on the due date of a payment of interest to the Bank, it is not a Qualifying Bank, 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 Person becomes a Bank, or from the breach by the Borrower of its obligations under Clause 10.4 (Tax Administration Formalities) below or (ii) the Bank has failed to complete any procedural formalities which were in its sole dominion and control to complete and which are necessary in order to ensure that no additional amounts in respect of Tax are payable by the Borrower pursuant to Clause 10.2.

Tax administration formalities

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

Refund of Tax Credits

10.5 If:

then, if it can do so without any adverse consequences for itself, the Bank shall, as soon as practicable, reimburse the Borrower such amount as the Bank determines in its sole discretion to be such proportion of that Tax Credit as will leave the 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. The 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 10.5 (and, if so, what amount and when). The Bank shall not be obliged to disclose any information regarding its Tax affairs and computations.

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If at any time the 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 the Commitment to remain outstanding, to make, fund or have outstanding all or part of the Outstandings and/or to carry out all or any of its other obligations under this Agreement then:

Indemnity

12.1 If the Bank (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 Bank and at the Borrower’s option either (i) indemnify it, without incurring any further penalty, (or pay to 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 Bank for its own account, 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 the Bank all (but not part only) of the Outstandings on the date specified in that request. Any such prepayment must be accompanied by all unpaid accrued interest on the Outstandings, all unpaid fees accrued and any other sum then due to

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the Bank under Clause 22.2 (Broken Funding Costs) or any other provision of this Agreement.

Capital Adequacy

12.2 Under Clause 12.1 (Indemnity), the 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, the Commitment, any Advance or any overdue sum, but also for any cost, reduction, payment or forgone interest or other return which the Bank (or any of its Holding Companies) reasonably determines to be fairly allocable to this Agreement, the Commitment, any Advance or any overdue sum in relation to any law or Directive applicable to the Bank (or any of its Holding Companies) or affecting the conduct of its (or any of its Holding Companies’) business or a type of business or the manner in which or the extent to which it (or any of its Holding Companies) allocates capital resources.

Triggering Events

the Bank shall promptly notify the Borrower that Advance shall not be made.

Negotiation

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 the Bank under Clause 10 (Taxes), 11 (Illegality) or 12 (Increased Costs), or in the Commitment being cancelled under Clause 11(a), then without in any way limiting, reducing or otherwise qualifying any of the obligations of the Borrower under Clauses 10 to 13:

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However, the Bank shall not be obliged to take any such steps which in its reasonable opinion could have an adverse effect on it.

Disbursement to Borrower

15.1 The Bank shall make an Advance available to the Borrower before close of business in the Place of Payment on that date by payment in euros to such account with such bank as the Borrower shall have specified in the notice requesting that Advance.

Currency of Payments

By Borrower

15.3 On each date on which a payment is to be made by the Borrower, it shall make that payment to the Bank in EUR 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 EUR. All such payments shall be made to such account with such bank in the Place of Payment as the Bank may specify.

Netting of Payments

15.4 Notwithstanding Clauses 15.1 (Disbursement to Borrower) and 15.2 (Currency of Payments) or any other provision of this Agreement, if on any date an amount (the “first amount”) is to be advanced by the Bank under this Agreement and an amount (the “second amount”) is due from the Borrower to the Bank under this Agreement in the same currency, the Bank shall apply the first amount in or towards payment of the second amount. The Bank shall remain obliged to advance any excess (or, as the case may be, the Borrower shall remain obliged to pay any shortfall) in

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accordance with this Clause 15. Nothing in this Clause 15.4 shall be effective to create a charge.

Order of Distribution

If the amount received by the Bank from the Borrower on any date is less than the total sum remaining and/or becoming due under this Agreement on that date, the Bank may apply that amount in or towards such liabilities of the Borrower hereunder as the Bank may in its absolute discretion determine.

Non-Business Days

By the Borrower

16.1 The Borrower represents and warrants to and for the benefit of each other party to this Agreement, in relation to itself and (where applicable) each member of the Group, as follows:

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have been taken, fulfilled and done.

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 18.2 (Negative Pledge).

other than, in each case: (x) an Excluded Default; and (y) (in relation to the period ending on the Bridge Initial Drawdown Date), as disclosed in the Waivers and Amendments.

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31

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Exceptions

16.2 The representations and warranties in Clause 16.1(c)(ii) to 16.1(c)(iv) and (e) shall be subject to the Reservations.

Preparation of Accounts

17.1 The Borrower will ensure that all accounts to be delivered by it under this Agreement are prepared in such manner that Clause 16.1(p) would be complied with.

Financial Statements

17.2 The Borrower shall:

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Information to Shareholders, Creditors and Publicly Available Information

17.3 At the same time as sent to its shareholders (or any class of its shareholders) or creditors or otherwise made publicly available, the Borrower will deliver to the Bank any circular, document or other written information sent to its shareholders (or any class of its shareholders) or creditors or otherwise made publicly available.

Events of Default

17.4 The Borrower will notify the Bank 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 Clause 17.2(a) and 17.2(b), and promptly after any request made by the Bank from time to time, the Borrower will deliver to the Bank a certificate signed on its behalf by such Person as may be acceptable to the Bank for that purpose confirming that, so far as it is aware and (if applicable) except as previously notified to the Bank or waived in accordance with Clause 27.2, no Event of Default or Potential Event of Default other than an Excluded 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.

Cash Collateral Security

17.5 The Borrower undertakes to provide on or prior to 30 April, 2003 to the Bank 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 of the Amendment Agreements by way of security for off-balance sheet undertakings.

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

Ranking of Obligations

18.1 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

18.2 The Borrower will not, and will procure 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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Transactions similar to Security/Securitisations

18.3 The Borrower will procure that no member of the Group will:

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Disposals

18.4 The Borrower will procure that no member of the Group will (whether by a single transaction or a number of related or unrelated transactions and whether at the same time or over a period of time) dispose of all or any part of its assets other than disposals made on arms’ length terms at fair market value:

in each case provided that:

Additional provisions relating to Disposals

18.5 The Borrower will procure that:

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Change of Business

18.6 The Borrower will ensure that there is no material change in the overall nature of the business of the Group taken as a whole (whether by a single transaction or a number of related or unrelated transactions, whether at one time or over a period of time and whether by disposal, acquisition or otherwise) except by reason of the implementation of the Strategic Plan.

Acquisitions and Mergers

18.7 The Borrower will procure that, except as permitted by the Bank:

in each case (i) as permitted by the Bridge Majority Lenders under the Bridge Facility Agreement or (ii) at any time after the Bridge Facility Discharge Date, with the prior consent of the Bank.

Insurances

18.8 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.

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Compliance with laws

18.9 The Borrower will, and shall ensure that each member of the Group will, maintain and comply with all applicable laws, regulations, authorisations, permits and licences as are 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.

Borrowed Money

18.10 The Borrower will procure that no member of the Group will incur or permit to subsist any Borrowed Money incurred after the date of the Amendment Agreements other than:

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Loans

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

Prepayment of Group Facilities

18.12 Save as otherwise agreed by the Bank, the Borrower will procure that no member of the Group will:

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provided that for the purposes of this Clause 18.12, any commitment or outstanding arising under the Bridge Facility Agreement shall not constitute Borrowed Money.

Share issuance

18.13 Save :

the Borrower will procure that no member of the Group (other than the Borrower or a member of the Group under a Permitted Joint Venture to its shareholders) will issue any shares other than to a wholly-owned Subsidiary of the Borrower or to the Borrower.

Share Redemption

18.14 The Borrower will procure that no member of the Group will directly or indirectly redeem, purchase, retire or otherwise acquire for consideration any shares issued by it or set apart any sum for any such purpose or otherwise reduce its capital (except where:

Payment of distributions

18.15 Save as otherwise permitted (i) subject to and in accordance with the terms of the Bridge Facility Agreement or (ii) at any time after the Bridge Facility Discharge Date with the prior consent of the Bank, the Borrower will procure that no member of the Group will:

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except where required to comply with its obligations hereunder or under any shareholders’ or similar agreement in effect on the date of the Amendment Agreements and the Borrower shall take all steps to ensure upstreaming of cash from its Subsidiaries to meet its obligations pursuant to this Agreement.

Pensions schemes

18.16 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.

Intellectual Property

18.17 The Borrower will procure that it and the Relevant Subsidiaries will:

Auditors

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

Arm’s length transactions

18.19 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

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sound commercial practice and (except in order to implement the Strategic Plan) in the ordinary course of its business.

Joint Ventures

18.20 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:

(each such joint venture, partnership or similar arrangement constituting a Permitted Joint Venture),

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

Holding Company

18.21 The Borrower shall not carry on any business other than that of the holding company of the Group and shall not incur any liabilities other than those directly related to such business or the business of the Group.

Cash pooling

18.22 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.

Capital Expenditure

18.23 The Borrower will procure that Capital Expenditure of the Consolidated Group in any period does not exceed 110 per cent. of the Capital Expenditure of the Consolidated Group forecast for such period in the Initial Liquidity Plan.

Vendor Financing

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

Group Structure

18.25 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.

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Off balance sheet undertakings

18.26 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 any Project Finance Indebtedness in existence at the date of the Amendment Agreements or in respect of any Borrowed Moneys (except as expressly permitted pursuant hereto).

Utilisation of other facilities

18.27 The Borrower will ensure that:

provided that for the purposes of the foregoing committed credit facility shall be deemed not to include the Bridge Facility.

Strategic Plan

18.28 The Borrower undertakes:

19.1

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46

Financial Covenant Testing

19.2

Applicable Accounting Principles

19.3

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Events of Default

20.1 Each of the following is an Event of Default:

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49

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Cancellation/Acceleration

20.2 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 Bank 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 Bank (both before and after judgement) in accordance with this Clause 21.

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 such period as the Bank may from time to time select and the rate of interest applicable for all or any part of a particular Default Interest Period shall be the rate per annum equal to the sum of 3% 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:

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Payment and Compounding of Default Interest

21.3 Interest accrued under this Clause 21 shall be due on demand by the Bank 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 Bank against any funding or other reasonable cost, loss, expense or liability sustained or incurred by it as a result of:

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:

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is less than:

Currency Indemnity

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 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.

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Set-Off

23.1 The Borrower authorises the Bank (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 the Bank in or towards satisfaction of any sum then due from it to the Bank 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 23.1 shall be effective to create a charge). No party shall be obliged to exercise any of its rights under this Clause 23.1, 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).

Expenses and Stamp Duty

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

Other Expenses

24.2 The Borrower shall also, from time to time on demand of the Bank, 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 the

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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

25.1 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

25.2 The entries made in the accounts maintained by the 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

25.3 A certificate by the Bank as to any sum payable to it under this Agreement, and any other certificate, determination, notification or the like of the Bank 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

26.1 This Agreement shall benefit and bind the parties, any New Bank in respect of which a Novation Notice becomes effective in accordance with Clause 26.3, their permitted assignees and their respective successors. Any reference in this Agreement to any party shall be construed accordingly.

Borrower

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

Bank

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Facility Offices

26.4 The 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 the Commitment and/or Outstandings.

Disclosure of Information

26.5 The Bank may approach and disclose to an actual or potential New Bank, assignee, sub-participant or the like such information about the Borrower or any other Person as it may think fit provided that the person to whom the information is to be given has entered into a Confidentiality Undertaking.

Limitation on Certain Obligations of Borrower

26.6 If, at the time of any novation or assignment by the Bank or of any change its Facility Office, circumstances exist which would oblige the Borrower to pay to the New Bank or assignee (or, in the case of a change of Facility Office, the Bank) under Clause 10 (Taxes), 11 (Illegality) or 12 (Increased Costs) any sum in excess of the sum (if any) which it would have been obliged to pay to the Bank under the relevant Clause in the absence of that novation, assignment or change, the Borrower shall not be obliged to pay that excess.

Accession to Intercreditor Agreement

26.7 In respect of any novation or assignment under this Clause 26, the relevant New Bank shall take any interest transferred to it pursuant to such novation or

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assignment subject to the terms and conditions of the Intercreditor Agreement, and such New Bank shall execute an accession deed in the form provided under the Intercreditor Agreement for delivery to the Intercreditor Agent.

No Implied Waivers, Remedies Cumulative

27.1 No failure on the part of the Bank to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of that or any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies (whether provided by law or otherwise).

Amendments, Waivers and Consents

27.2 Any provision of this Agreement may be amended or supplemented only if the Borrower and the Bank so agree in writing and any Event of Default, Potential Event of Default, provision or breach of any provision of this Agreement may be waived by the Bank before or after it occurs only if the Bank so agrees in writing.

Addresses

28.1 Each communication under this Agreement shall be made by fax, telex or otherwise in writing. Each communication or document to be delivered to any party under this Agreement shall be sent to it at the fax number or address, and marked for the attention, if any, from time to time designated by it for the purpose of this Agreement. The initial fax number, address and marking (if any) so designated by the Borrower and the Bank are set out under its name at the end of this Agreement.

Deemed Delivery

28.2 Any communication from the Borrower shall be irrevocable, and shall not be effective until received by the Bank. Any other communication to any Person shall be conclusively deemed to be received by that Person:

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For this purpose, working days are days other than Saturdays, Sundays and bank holidays.

Electronic communications

Language

28.4 All communications and documents shall, either be in French (or, if available, English) and, if so required by the Bank upon reasonable request of the Bank, be accompanied by a certified translation into English by a translator acceptable to the Bank.

The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

The obligations of either party under or in respect of Clauses 10 (Taxes), 12 (Increased Costs), 21 (Default Interest), 22 (Indemnities), 23 (Set-off) and 24 (Expenses and Stamp Duty) shall continue even after the Commitment has terminated and all the Advances have been repaid or prepaid.

This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter into this Agreement by signing any such counterpart.

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Governing Law

32.1 This Agreement shall be governed by and construed in accordance with the laws of England.

English Courts

32.2 For the benefit of the Bank, both parties irrevocably agree that the High Court of Justice in England is to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that, accordingly, any legal action or proceedings arising out of or in connection with this Agreement (“Proceedings”) may be brought in that court and the Borrower irrevocably submits to the jurisdiction of such court.

Other Competent Jurisdiction

32.3 Nothing in this Clause 32 shall limit the right of the Bank to take Proceedings against the Borrower in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the Bank from taking Proceedings in any other jurisdiction, whether concurrently or not.

Venue

32.4 The Borrower irrevocably waives any objection which it may at any time have to the laying of the venue of any Proceedings in any court referred to in this Clause 32 and any claim that any such Proceedings have been brought in an inconvenient forum.

Service of Process

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Confidentiality Undertaking

33.1 The Bank undertakes to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by Clause 33.2 and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information, and to use the Confidential Information solely for the purposes of this Agreement.

Permitted Disclosure

33.2 The Borrower acknowledges and agrees that the Bank may disclose Confidential Information: