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**EXHIBIT 4.15**

 

 

**SHARE PURCHASE AGREEMENT**

 

**BETWEEN**

 

**ALSTOMHOLDINGS**

 

**and**

 

**ALSTOM**

 

**AND**

 

**AREVA**

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**TABLE OF CONTENTS**

 

**SECTION I—DEFINITIONS AND INTERPRETATION**
  5
1
  Definitions   5
2
  Principles of Construction   11
**SECTION II—SALE AND PURCHASE**
  12
3
  Sale and Purchase   12
4
  Purchase Price of the Shares   14
5
  Conditions   21
6
  Pre-Closing and Reorganisation Matters   24
7
  Closing   41
**SECTION III—POST-CLOSING OBLIGATIONS**
  42
8
  Guarantees   42
9
  Other Matters   43
10
  Non Compete Undertaking / Non-Poaching   44
**SECTION IV—REPRESENTATIONS AND WARRANTIES**
  47
11
  Representations of the Purchaser   47
12
  Representations of the Seller   47
13
  Indemnity   69
14
  Environmental indemnity   76
15
  UK Pensions   88
16
  Certain Claims and Litigations—Material Defects—Contracts   98
 

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**SECTION V—MISCELLEANOUS PROVISIONS**
  101
17
  Announcements   101
18
  Confidentiality   101
19
  Substitution—Successors and Assigns   103
20
  Variation etc.   103
21
  Method of Payment   103
22
  Costs   103
23
  Interest   104
24
  Cooperation   104
25
  Whole Agreement   104
26
  Notices   104
27
  Severability   105
28
  Governing Law and Dispute   105
List of Schedules 
  107
 

* * 

 

*****

 

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**SHARE PURCHASE AGREEMENT**

 

**BETWEEN:**

 

**ALSTOM HOLDINGS**, a French *société anonyme* with a share capital ofEuro 401,500,000 whose registered office is at 25 avenue Kléber, 75116 Paris, registered under number B 347 951 238 RCS Paris, represented by Mr. Nick Salmon, in his capacity as *Président Directeur Général*, dulyempowered for the purpose hereof; 

 

**AND**

 

**ALSTOM,** a French *société anonyme* with a share capital of Euro352,075,653.75 whose registered office is at 25 avenue Kléber, 75116 Paris, registered under number B 389 058 447 RCS Paris, represented by Mr. Nick Salmon, in his capacity as *Directeur Général*, duly empowered for thepurpose hereof; 

 

(hereafter collectively referred to as the“**Seller**”) acting jointly and severally (“*solidairement*”); 

 

On the one hand, 

 

**AND:**

 

**AREVA,**Société de Participations du Commissariat àl’Energie Atomique a French *société anonyme* with a share capital of Euro 1,346,822,638 organised under French law, whose registered office is at 27-29, rue Le Peletier, 75009 Paris, registered under number 712 054 923 RCSParis, represented by Mr. Gérald Arbola, in his capacity as *membre du directoire*, duly empowered for the purpose hereof; 

 

(hereafter referred to as the “**Purchaser**”) 

 

On the other hand. 

 

Each of the Seller and the Purchaser are hereinafter referred to as, individually, a “**Party**” and, collectively, the “**Parties**”.

 

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**WHEREAS:**

 
(A) The Seller carries out the T&D Activities which, in certain cases, are currently integrated with other activities so that they are conducted through sites or legal entitieswithin the Seller’s Group which are not fully dedicated to the T&D Activities. 
 
(B) The Seller is willing to dispose of its T&D Activities and has initiated and intends to implement the Reorganisation whereby the T&D Activities shall be transferred, most ofwhich, prior to the Closing Date to T&D Holding Etranger, a French *société anonyme*with a share capital of Euro 37,000 whose registered office is at 25 Avenue Kléber 75116, Paris, registered under number 449 834 308RCS Paris (“**Newco**”), or to any of its subsidiaries. 
 
(C) The Purchaser has expressed an interest in acquiring the T&D Activities and has been invited to perform certain due diligences on the T&D Activities.
 
(D) On the Closing Date, the Seller will own all of the shares and voting rights in Newco (the “**Shares**”). 
 
(E) The Purchaser wishes to acquire the Shares and the Seller wishes to sell the Shares in each case under the terms and conditions of this Agreement. 
 

**IT IS AGREED AS FOLLOWS:**

 

**SECTION I—DEFINITIONS AND INTERPRETATION**

 
**1** **Definitions**
 

In this Agreement, in addition to such terms as are defined elsewhere in this Agreement, the following terms have the meanings specified in this Clause 1:

 
**2002 Accounts**  means the audited combined pro-forma financial statements of the T&D Activities as of 31 March 2002 and for the 12 months then ended, including a combined balance sheet(*bilan*), a combined income statement (*compte de résultat*) and a combined cash flow statement, as well as notes (*annexe*) relating thereto;
 

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**2003 Accounts**
  
means the audited combined pro-forma financial statements of the T&D Activities as of 31 March 2003 and for the 12 months thenended, including a combined balance sheet (*bilan*), a combined income statement (*compte de résultat*) and a combined cash flow statement, as well as notes (*annexe*) relating thereto;

 

**Affiliated Company**
  
means, in respect of any company, a company which is controlled by that first entity or which controls that first company or which iscontrolled by the person controlling the first company;

 

**Agreement**
  
means this agreement;

 

**Bonds**
  
means any guarantee issued by banks, insurance companies or any other financial institutions guarantees securing any debt orobligation of the Companies (such as bid bonds, advance payment bonds, performance bonds, warranty bonds, retention bonds etc.), the list of which as of 23 September 2003 at 3 p.m. is set out in Schedule 8.2 and shall be updated as of the ClosingDate in accordance with Clause 8.2;

 

**Business**
  
means any of the following businesses constituting the T&D Activities: Energy Automation & Information Systems (EAI), EnergyDistribution Systems (EDS), High Voltage Switchgears (HVB), Medium Voltage Switchgears (MVB), Power Transformers (PTB), Transmissions & Distribution Services (TDS) and Transmissions Project (TPB);

 

**Business Day**
  
means a day on which banks are open for business in France (excluding Saturdays, Sundays and public holidays in France);

 

**Closing**
  means the completion of the sale and purchase of the Shares pursuant to this Agreement;
 

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**Closing Accounts**
  
means the proforma combined balance sheet (*bilan*), combined income statement (*compte de résultat*), a combinedcash flow statement, as well as notes (*annexe*) relating thereto, of Newco (including the Non-Transferred Activities) as of the Reference Date and for the period from 1 April 2003 to the Reference Date;

 
**Closing Contractually**