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Alstom – ‘20-F’ for 3/31/03 – EX-4.6

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 4.6

Dated 28 March, 2002 as amended and restated on 25 March, 2003

ALSTOM

(the Borrower)

BAYERISCHE LANDESBANK, PARIS BRANCH

BNP PARIBAS

CREDIT AGRICOLE INDOSUEZ

J.P. MORGAN PLC

SOCIETE GENERALE

(the Arrangers)

THE BANKS NAMED HEREIN

BNP PARIBAS

(as Agent)

THIS AGREEMENT IS SUBJECT TO AN INTERCREDITOR AGREEMENT

DATED 25 MARCH, 2003

AMENDED AND RESTATED EUR 400,000,000

REVOLVING CREDIT FACILITY AGREEMENT

(ORIGINALLY EUR 750,000,000)

CONTENTS

I

II

THIS AGREEMENT is made on 28 March, 2002 as amended and restated 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 subsists.

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, 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;

Agency Fee Letter means the letter from the Agent to the Borrower dated on or about the date of the Amendment Agreements setting out details of certain fees payable to the Agent in connection with the Facility and as referred to in Clause 9.1 (Fees);

Amendment Agreements means each of:

1

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 each of the Arrangers and the Banks 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, in relation to a Bank on any date, its Commitment less the amount of its Outstandings, together with that Bank’s share of any Advances the Repayment Date of which falls on such date;

Available Facility means the aggregate for the time being of each Bank’s Available Commitment;

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;

2

Bridge Facility Agreement means the EUR 600,000,000 revolving credit facility dated the date hereof 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;

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, in relation to a Bank and, subject as provided in this Agreement, the amount set out opposite its name in Schedule 13 (Banks and Commitments) and the amount of any other commitment transferred to it pursuant to this Agreement;

Confidentiality Undertaking means a confidentiality undertaking substantially in the form set out in Schedule 10 (Form of Confidentiality Undertaking) or in any other form agreed between the Borrower and the Agent;

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:

3

all as shown in the Latest Financial Statements of the Borrower delivered to the Agent 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);

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:

4

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);

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 (Default);

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:

5

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 mean this Agreement, the Euro 50,000,000 bilateral credit agreement dated 30 April, 2002 between ALSTOM and BNP Paribas and the EUR 25,000,000 credit agreement dated 23 April, 2002 between ALSTOM and JPMorgan Chase Bank, in each case, as amended by the applicable Amendment Agreement;

Extended Maturity Date means 21 January, 2004;

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

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;

Fee Letters means the Agency Fee Letter and the Extension Fee Letter;

Finance Documents means this Agreement, the applicable Amendment Agreement, the Fee Letters, 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 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);

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

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

6

Financial Year means each financial year of the Borrower;

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;

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);

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

7

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;

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 Agent pursuant to Clauses 17.2(a) or 17.2(b);

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 Agreements;

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

Majority Banks means, while the Commitments are held in equal proportions between the five Banks listed as the Banks on the signature pages of this Agreement, three out of any such Banks and otherwise Banks whose Commitments together exceed 66²/₃ % of the Total Commitments or, once the Commitments equal zero, Banks whose Outstandings together exceed 66²/₃ % 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, the percentage rate per annum determined by that Bank in accordance with Schedule 7;

Margin means 2.00% 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 8 (Material Subsidiaries) (including ALSTOM Holdings) or in any such revised list provided by the Borrower to the Agent in accordance with Clause 17.2(b)(ii) or otherwise, provided that a Subsidiary shall in all cases be a Material Subsidiary if:

8

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 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 6 (Novation Notice);

Original Financial Statements means:

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;

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 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 (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

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 or the Agent for the account of 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 Agent (having regard to any convention or practice in the relevant Inter-bank Market);

Reference Banks means, subject to Clause 27.5(a), any three of BNP Paribas, Crédit Agricole Indosuez, Crédit Lyonnais and Société Générale as selected by the Agent, each acting through its Paris office, as is from time to time designated by it to the Agent for this purpose;

11

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)-(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 EUR 50,000,000 and an integral multiple of EUR 25,000,000;

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 its 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 6 (Timetables) for that action;

12

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 Euros;

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 Commitments means the aggregate of the Commitments, being EUR 400,000,000 at the date of the Amendment Agreements;

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 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);

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 11 (Waivers and Amendments) under or in respect of the Affected Facilities.

13

Construction of Certain References

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

14

15

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 Euros.

Headings

1.4 Headings shall be ignored in construing this Agreement.

Amount

2.1 The Banks continue to grant to the Borrower a Euro revolving credit facility not exceeding EUR 400,000,000 provided that such amount may be reduced by the amount of any cancellation pursuant to Clauses 6, 7 or 20 of this Agreement.

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 Available Commitment to the Available Facility when the Agent receives the notice requesting that Advance (unless, between then and the time for making that Advance, its 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 Available Facility and each Bank’s 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)):

16

Purpose

2.4 The Borrower shall use the entire proceeds of each Advance made for general corporate purposes (but neither the Agent nor any Bank need 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 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) 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 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 14 (Notice Requesting Advance) specifying:

17

The parties hereto 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 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.

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:

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.

Advances and Amount

18

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 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 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. Any amount prepaid but not cancelled may be re-borrowed in accordance with the terms of this Agreement.

Of Certain Banks

6.2 If:

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.

Mandatory prepayment/cancellation from proceeds

19

time to time of any Net Cash Proceeds by or for the account of any member of the Group but subject to Clause 6.3(c), prepay and cancel the Extended Facilities by an amount equal to the amount of such Net Cash Proceeds.

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:

20

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 Agent (on behalf of the Majority Banks), the Total Commitments shall be cancelled in full forthwith and the Borrower shall repay each Advance made to it in full to the Agent for the Banks on such date as is specified by the Agent.

21

Notification

6.5 The Borrower shall promptly and in any event within two Business Days notify the Agent 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 Agent shall determine which Advances are discharged by the relevant prepayment and to what extent, and shall promptly notify the Borrower and the Banks of such determination.

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 Facility, or any part of the Available Facility in minimum amounts of EUR 50,000,000 and multiples of EUR 25,000,000, without premium or penalty at any time before the Extended Maturity Date by giving to the Agent not less than 10 Business Days’ irrevocable written notice of the date and amount of the cancellation together with evidence reasonably satisfactory to the Agent that such cancellation is consistent with the cashflow projections in the Liquidity Plan. Any such partial cancellation shall reduce each Bank’s Commitment 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 Extended 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.

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Cancellation Rights Limited

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

No Reinstatement

7.4 No amount of the Total Commitments 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 Banks under Clause 8.1(b), 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 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

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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 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 9.

Agency Fee

9.1 The Borrower shall pay to the Agent for its own account an agency fee as stated in the Agency Fee Letter.

Extension Fee

9.2 The Borrower shall pay to each of the Arrangers an extension fee in accordance with the terms of the Extension Fee Letter by no later than 2 April, 2003.

Commitment Fee

9.3 The Borrower shall pay a commitment fee calculated on a daily basis at the rate of 1.00 per cent. per annum on the amount of each Bank’s Available Commitment from day to day during the period beginning on the date of this Agreement and ending on the Extended Maturity Date. This fee shall be payable in arrear quarterly from the date of this Agreement and on the Extended Maturity Date or any earlier date on which that Bank’s Commitment is reduced to zero.

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 a Bank if (i) on the due date of a payment of interest to a Bank or the Agent, such Person is not a Qualifying Bank, unless such imposition of withholding results from

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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 Agent, as the case may be, or from the breach by the Borrower of its obligations under Clause 10.4 (Tax Administration Formalities) below or (ii) such Person 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 Banks or the Agent in order for the Banks or the Agent to comply with any administrative formalities required in order for the Banks or the Agent 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 that Bank, that Bank shall, as soon as practicable, reimburse the Borrower such amount as that Bank determines in its sole discretion 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 10.5 (and, if so, what amount and when). No Bank shall be obliged to disclose any information regarding its Tax affairs and computations.

11.1 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:

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Indemnity

12.1 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 (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 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

12.2 Under Clause 12.1 (Indemnity), 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,

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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.

Triggering Events

13.1 If in relation to any Advance:

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

Negotiation

13.2 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.

14.1 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 10 (Taxes), 11 (Illegality) or 12 (Increased Costs), or in a Bank’s Commitment being cancelled under Clause 11.1(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, 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

15.1 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 Euros 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 Euros 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 15.1.

Disbursement to Borrower

15.2 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 Euros 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 15.1 (By Banks), the Agent shall make that share available to the Borrower as soon as practicable thereafter.

Currency of Payments

By Borrower

15.4 On each date on which a payment is to be made by the Borrower, it shall make that payment to the Agent in Euros 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

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international payments in Euros. 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

15.5 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 Euros 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 15.4 (By Borrower), the Agent shall make each Bank’s share (if any) available to it as soon as practicable thereafter.

Netting of Payments

15.6 Notwithstanding any other provision of this Agreement, if on any date an amount (the first amount) is to be advanced by a Bank under this Agreement and an amount (the second amount) is due from the Borrower to that Bank under this Agreement in the same currency, that Bank shall apply the first amount in or towards payment of the second amount. The relevant Bank shall remain obliged to advance any excess (or, as the case may be, the Borrower shall remain obliged to pay any shortfall) in accordance with this Clause 15. Nothing in this Clause 15.6 shall be effective to create a charge.

Order of Distribution

15.7 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.

Refunding of Payments

15.8 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

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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

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).

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Exceptions

16.2 The representations and warranties in Clause 16.1(c)(ii) to (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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all in such detail and form as the Agent may reasonably require; and

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 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 or otherwise made publicly available.

Events of Default.

17.4 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 Clause 17.2(a) and 17.2(b), 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 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.

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Cash Collateral Security

17.5 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 of the Amendment Agreements by way of security for off-balance sheet undertakings.

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:

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Additional provisions relating to Disposals

18.5 The Borrower will procure that:

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 Majority Banks:

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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 Majority Banks.

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.

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

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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

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Date with the prior consent of the Majority Banks, the Borrower will procure that no member of the Group will:

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:

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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 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.

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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.

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:

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19.1

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Financial Covenant Testing

19.2

Applicable Accounting Principles

19.3

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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.

Events of Default

20.1 Each of the following is an Event of Default:

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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 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 15.5 (Distribution to Banks), that payment shall

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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 such period as the Agent 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 3.0 per cent. 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.

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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:

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

22.3 (a) In respect of any sum payable by the Borrower under or in connection with this Agreement, including damages, the currency specified in Clause 15.3 (Currency of Payments) in respect of that sum (the Currency of Account) shall be the sole currency of account and payment.

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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

23.2 The Agent shall:

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Agent’s Rights

23.3 The Agent may: