EXHIBIT 4.2


$2,800,000,000 Credit Facility, dated February 5, 2006, with BNP Paribas and JPMorgan plc












CONFORMED COPY 


U.S. $2,800,000,000


FACILITY AGREEMENT


Dated 5 February 2006


for


LAFARGE S.A.


arranged by
 BNP PARIBAS


and


J.P. MORGAN PLC


with


BNP PARIBAS
 acting as Agent














CONTENTS

	
  
CLAUSE
  	
  
PAGE
  
	
  
  	
  
 
  	
  


  
	
  SECTION 1
  	
   
 
	
  
INTERPRETATION
  	
   
 
	
  
 
  	
  
 
  	
   
 
	
  
1.
  	
  
DEFINITIONS AND   INTERPRETATION
  	
  
1
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 2
  	
   
 
	
  
THE FACILITY
  	
   
 
	
  
 
  	
  
 
  	
   
 
	
  
2.
  	
  
THE FACILITY
  	
  
12
  
	
  3.
  	
  
PURPOSE
  	
  
12
  
	
  
4.
  	
  
CONDITIONS PRECEDENT
  	
  
13
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 3
  	
   
 
	
  
UTILISATION
  	
   
 
	
  
 
  	
  
 
  	
   
 
	
  
5.
  	
  
UTILISATION
  	
  
15
  
	
  
6.
  	
  
OPTIONAL CURRENCIES
  	
  
16
  
	
   
  	
  
 
  	
   
 
	
  
SECTION 4
  	
   
 
	
  
REPAYMENT, PREPAYMENT AND CANCELLATION
  	
   
 
	
  
 
  	
  
 
  	
   
 
	
  
7.
  	
  
REPAYMENT
  	
  
17
  
	
  
8.
  	
  
PREPAYMENT AND   CANCELLATION
  	
  
17
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 5
  	
   
 
	
  
COSTS OF UTILISATION
  	
   
 
	
   
  	
  
 
  	
   
 
	
  
9.
  	
  
INTEREST
  	
  
21
  
	
  
10.
  	
  
INTEREST PERIODS
  	
  
22
  
	
  
11.
  	
  
CHANGES TO THE CALCULATION   OF INTEREST
  	
  
23
  
	
  
12.
  	
  
FEES
  	
  
24
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 6
  	
   
 
	
  
ADDITIONAL PAYMENT OBLIGATIONS
  	
   
 
	
   
  	
  
 
  	
   
 
	
  
13.
  	
  
TAX GROSS UP AND   INDEMNITIES
  	
  
25
  
	
  
14.
  	
  
INCREASED COSTS
  	
  
28
  
	
  
15.
  	
  
OTHER INDEMNITIES
  	
  
29
  
	
  
16.
  	
  
MITIGATION BY THE LENDERS
  	
  
30
  
	
  
17.
  	
  
COSTS AND EXPENSES
  	
  
30
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 7
  	
   
 
	
  REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
  	
   
 
	
  
 
  	
  
 
  	
   
 
	
  
18.
  	
  
REPRESENTATIONS
  	
  
32
  
	
  
19.
  	
  
INFORMATION UNDERTAKINGS
  	
  
34
  
	
  
20.
  	
  
GENERAL UNDERTAKINGS
  	
  
36
  
	
  
21.
  	
  
EVENTS OF DEFAULT
  	
  
39
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 8
  	
   
 
	
  CHANGES TO PARTIES
  	
   
 
	
  
 
  	
  
 
  	
   
 
	
  
22.
  	
  
CHANGES TO THE LENDERS
  	
  
42
  
	
  
23.
  	
  
CHANGES TO THE BORROWER
  	
  
45
  




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CLAUSE
  	
  
PAGE
  
	
  
  	
  
 
  	
  


  
	
  
SECTION 9
  	
   
 
	
  THE FINANCE PARTIES
  	
   
 
	
  
 
  	
  
 
  	
   
 
	
  
24.
  	
  
ROLE OF THE AGENT AND THE   MANDATED LEAD ARRANGERS
  	
  
46
  
	
  
25.
  	
  
CONDUCT OF BUSINESS BY THE   FINANCE PARTIES
  	
  
50
  
	
  
26.
  	
  
SHARING AMONG THE FINANCE   PARTIES
  	
  
50
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 10
  	
   
 
	
  
ADMINISTRATION
  	
   
 
	
   
  	
  
 
  	
   
 
	
  
27.
  	
  
PAYMENT MECHANICS
  	
  
53
  
	
  
28.
  	
  
SET-OFF
  	
  
55
  
	
  
29.
  	
  
NOTICES
  	
  
55
  
	
  
30.
  	
  
CALCULATIONS AND   CERTIFICATES
  	
  
56
  
	
  
31.
  	
  
PARTIAL INVALIDITY
  	
  
56
  
	
  
32.
  	
  
REMEDIES AND WAIVERS
  	
  
57
  
	
  33.
  	
  
AMENDMENTS AND WAIVERS
  	
  
57
  
	
  
 
  	
  
 
  	
   
 
	
  
SECTION 11
  	
   
 
	
  
GOVERNING LAW AND ENFORCEMENT
  	
   
 
	
  
 
  	
  
 
  	
   
 
	
  
34.
  	
  
GOVERNING LAW
  	
  
58
  
	
  
35.
  	
  
ENFORCEMENT - JURISDICTION   OF THE FRENCH COURTS
  	
  
58
  




-ii-











THE SCHEDULES


	
  
SCHEDULE
  	
   
 	
  
PAGE
  
	
   
 	
   
 	
  


  
	
  
SCHEDULE 1 The Original   Lenders
  	
  
 
  	
  
59
  
	
  
SCHEDULE 2 Conditions   precedent
  	
  
 
  	
  
60
  
	
  
SCHEDULE 3 Requests
  	
  
 
  	
  
62
  
	
  
SCHEDULE 4 Mandatory Cost   formulae
  	
  
 
  	
  
65
  
	
  SCHEDULE 5 Form of   Transfer Agreement
  	
  
 
  	
  
68
  
	
  
SCHEDULE 6 Timetables
  	
  
 
  	
  
70
  
	
  
SCHEDULE 7 Form of Term   Out Notice
  	
  
 
  	
  
71
  




-iii-











THIS AGREEMENT is dated 5 February 2006 and made between: 

	
  
(1)
  	
  
LAFARGE S.A., a company   registered in Paris, France with Commerce Registry Number B 542 105 572 (the   “Borrower”);
  
	
  
 
  	
  
 
  
	
  
(2)
  	
  
BNP Paribas and J.P.   Morgan plc (whether acting individually or together the “Mandated Lead Arrangers”);
  
	
   
  	
  
 
  
	
  
(3)
  	
  
THE FINANCIAL INSTITUTIONS   listed in Schedule 1 as lenders (the “Original   Lenders”); and
  
	
  
 
  	
  
 
  
	
  
(4)
  	
  
BNP Paribas as agent of   the other Finance Parties (the “Agent”).
  




IT IS AGREED as follows: 


SECTION 1


INTERPRETATION

	
  
1.
  	
  
DEFINITIONS   AND INTERPRETATION
  
	
  
 
  	
  
 
  
	
  
1.1
  	
  
Definitions
  
	
  
 
  	
  
 
  
	
   
  	
  
In this Agreement:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Acquisition” means the acquisition of   Shares pursuant to the Offer, open market or other purchases or any   squeeze-out or compulsory acquisition by way of short-form merger or   statutory amalgamation.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Acquisition Loan” means any Loan during   the Certain Funds Period made solely for purposes specified in paragraph   (a) of Clause 3.1 (Purpose).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Additional Cost Rate” has the meaning   given to it in Schedule 4 (Mandatory   Cost formulae).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Affiliate” means, in relation to any   person, a Subsidiary of that person or a Holding Company of that person or   any other Subsidiary of that Holding Company.
  
	
   
  	
  
 
  
	
  
 
  	
  
“Agent” means the Facility Agent.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Agent’s Spot Rate of Exchange” means the   Agent’s spot rate of exchange for the purchase of the relevant currency with   the Base Currency in the London foreign exchange market at or about   11:00 a.m. on a particular day.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Agreed Form” if it is in a form   initialled by or on behalf of the Borrower and the Mandated Lead Arrangers on   or before the signing of this Agreement for the purpose of identification.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Authorisation” means an authorisation,   consent, approval, resolution, licence, exemption, filing, notarisation or   registration.
  
	
  
 
  	
  
 
  
	
   
  	
  
“Availability Period” means the period   from and including the date of this Agreement to and including the earlier   of:
  





	
  
 
  	
  
(a)
  	
  
the date falling one Month   prior to the Initial Termination Date; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
the Term Out Date.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Available Commitment” means a Lender’s   Commitment minus:
  



- 1 -










	
  
 
  	
  
(a)
  	
  
the Base Currency Amount   of its participation in any outstanding Loans; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
in relation to any   proposed Utilisation, the Base Currency Amount of its participation in any   Revolving Loans that are due to be made on or before the proposed Utilisation   Date,
  





	
  
 
  	
  
other than that Lender’s   participation in any Loans that are due to be repaid or prepaid on or before   the proposed Utilisation Date.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Available Facility” means the aggregate   for the time being of each Lender’s Available Commitment.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Base Currency” or “U.S.$” means United States dollars.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Base Currency Amount” means, in relation   to a Loan, the amount specified in the Utilisation Request delivered by the   Borrower for that Loan (or, if the amount requested is not denominated in the   Base Currency, that amount converted into the Base Currency at the Agent’s   Spot Rate of Exchange on the date which is three Business Days before the   Utilisation Date or, if later, on the date the Agent receives the Utilisation   Request) adjusted to reflect any repayment or prepayment of the Loan.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Basel II Standards” has the meaning given   to it in Clause 14.3 (Exceptions).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Break Costs” means the amount (if any) by   which:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
the interest which a   Lender should have received for the period from the date of receipt of all or   any part of its participation in a Loan or Break Costs Unpaid Sum to the last   day of the current Interest Period in respect of that Loan or Break Costs   Unpaid Sum, had the principal amount or Break Costs Unpaid Sum received been   paid on the last day of that Interest Period;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
exceeds:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
the amount which that   Lender would be able to obtain by placing an amount equal to the principal   amount of the Loan or Break Costs Unpaid Sum received by it on deposit with a   leading bank in the Relevant Interbank Market for a period starting on the   Business Day following receipt or recovery and ending on the last day of the   current Interest Period.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Break Costs Unpaid Sum” means the   principal amount of any Loan unpaid on its due date together with accrued   interest (excluding any interest accrued pursuant to Clause 9.3 (Default Interest).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Business Day” means a day (other than a   Saturday or Sunday) on which banks are open for general business in Paris and   London and:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
(in relation to any date   for payment or purchase of euro) any TARGET Day; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
(in relation to any date   for payment or purchase of a currency other than euro) the principal   financial centre of the country of that currency.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Certain Funds Default” means a Default   arising under or in connection with one of the following Clauses:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Clause 21.1 (Non-payment);
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Clause 21.3 (Other obligations) as it relates to:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(i)
  	
  
Clause 20.3 (Negative pledge); or
  




- 2 -










	
  
 
  	
  
 
  	
  
(ii)
  	
  
Clause 20.10 (The Offer) (other than paragraph (b)   (ii));
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Clause 21.4 (Misrepresentation) as it relates to:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(i)
  	
  
Clause 18.1 (Status);
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
Clause 18.2 (Binding obligations);
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iii)
  	
  
Clause 18.3 (Non-conflict with other obligations);
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(iv)
  	
  
Clause 18.4 (Power and authority);
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(v)
  	
  
Clause 18.5 (Validity); or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(vi)
  	
  
Clause 18.16 (The Offer), (excluding any   misrepresentation in so far as it relates to paragraph (b) (ii) of   Clause 20.10 (The Offer)),
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
in each case as it relates   to the Borrower;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
Clause 21.6 (Insolvency) or 21.7 (Insolvency proceedings) as it relates to   the Borrower; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
Clause 21.9 (Invalidity or Repudiation).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
“Certain Funds Period” means the period   from and including the date of this Agreement to and including the earliest   of:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
the date on which the   Offer is withdrawn or lapses; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
31 May 2006;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Commitment” means:
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
in relation to an Original   Lender, the amount in the Base Currency set opposite its name under the   heading “Commitment” in   Schedule 1 (The Original Lenders)   and the amount of any other Commitment transferred to it under this   Agreement; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
in relation to any other   Lender, the amount in the Base Currency of any Commitment transferred to it   under this Agreement;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
to the extent not   terminated, cancelled, reduced or transferred by it under this Agreement.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Confidentiality Undertaking” means a confidentiality   undertaking substantially in a form agreed between the Borrower and the   Agent.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Environmental Approvals” means all   authorisations of any kind required under Environmental Laws to which the   Borrower or any Principal Subsidiary is subject at any time.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Environmental Law” means all legislation,   regulations or orders (insofar as such regulations or orders have the force   of law) to the extent that they relate to the protection or impairment of the   Environment (whether or not in force at the date of this Agreement).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Existing Facility” means the   U.S.$700,000,000 facility of the Target dated 12 September 2005.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“EURIBOR” means, in relation to any Loan   in Euro:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
the applicable Screen   Rate; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(b)
  	
  
(if no Screen Rate is   available for the Interest Period of that Loan) the arithmetic mean of the   rates (rounded upwards to four decimal places) as supplied to the Agent at   its request quoted by the Reference Banks to leading banks in the European   interbank market,
  




- 3 -










	
  
 
  	
  
as of the Specified Time   on the Quotation Day for the offering of deposits in Euro for a period equal   to or comparable to the Interest Period of the relevant Loan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Euro” or “€” means the single currency of the European   Union.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
“Event of Default” means any event or   circumstance specified as such in Clause 21 (Events   of Default).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Facility” means the multicurrency   revolving or, after the Term Out Date, term loan facility made available   under this Agreement as described in Clause 2 (The Facility).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Facility Amount” means   U.S.$2,800,000,000.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Facility Office” means the office or   offices notified by a Lender to the Agent in writing on or before the date it   becomes a Lender (or, following that date, by not less than five Business   Days’ written notice) as the office or offices through which it will perform   its obligations under this Agreement.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Fee Letter” means any letter or letters   dated on or about the date of this Agreement between the Mandated Lead Arrangers   and the Borrower (or the Agent and the Borrower) setting out any of the fees   referred to in Clause 12 (Fees).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Final Termination Date” means   (a) the Initial Termination Date; or (b) following an exercise of   the Term-Out Option, the date determined in accordance with Clause 7.2 (Term Out Option).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Finance Document” means this Agreement,   any Fee Letter, the Mandate Letter and any other document designated as such   by the Agent and the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
“Finance Party” means the Agent, the Mandated   Lead Arrangers or a Lender.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Financial Indebtedness” means any   indebtedness for or in respect of:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
moneys borrowed;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
any amount raised by   acceptance under any acceptance credit facility;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(c)
  	
  
any amount raised pursuant   to any note purchase facility or the issue of bonds, notes, debentures, loan   stock or any similar instrument;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
the amount of any   liability in respect of any lease or hire purchase contract which would, in   accordance with GAAP, be treated as a finance lease;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
receivables sold or   discounted in respect of which there is recourse in whole or in part (but, if   in part, to the extent of such recourse);
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(f)
  	
  
any amount raised under   any other transaction (including any forward sale or purchase agreement)   having the commercial effect of a borrowing and the main purpose of which is   the financing of business operations or capital requirements;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(g)
  	
  
for the purpose of Clause   21.5 (Cross-Default) only, the   net marked to market amount of any currency swap or interest swap, cap,   collar arrangements or any other derivative instrument;
  




- 4 -










	
  
 
  	
  
(h)
  	
  
any counter-indemnity   obligation in respect of a guarantee, indemnity, bond, standby or documentary   letter of credit or any other instrument issued by a bank or financial   institution in respect of the indebtedness of any member of the Group, except   for any trade letters of credit; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
the amount of any   liability in respect of any guarantee or indemnity for any of the items   referred to in paragraphs (a) to (h) above.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Force Majeure Event” means fire, flood,   earthquake or other natural disaster or nationalisation, war, sabotage,   terrorism, insurrection or similar.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“GAAP” means generally accepted accounting   principles and standards in France.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Group” means the Borrower and its   consolidated Subsidiaries for the time being.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Holding Company” means, in relation to a   company or corporation, any other company or corporation in respect of which   it is a Subsidiary.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Information Package” means the document   in the form approved by the Borrower concerning the Group which, at its   request and on its behalf, is to be prepared in relation to this transaction   and made available by the Mandated Lead Arrangers to selected financial   institutions prior to the Syndication Date.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Initial Termination Date” means the date   which is 364 days after the date of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Interest Period” means, in relation to a   Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an   Unpaid Sum, each period determined in accordance with Clause 9.3 (Default interest).
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
“Launch of Syndication” means the date on   which invitations are sent by the Mandated Lead Arrangers to prospective   Lenders as part of primary syndication.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Lender” means:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
any Original Lender; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
any bank or financial   institution, which has become a Party in accordance with Clause 22 (Changes to the Lenders),
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
which in each case has not   ceased to be a Party in accordance with the terms of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“LIBOR” means, in relation to any Loan   (other than a Loan in Euro):
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
except in respect of a   Settlement Loan, the applicable Screen Rate; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
(in respect of a   Settlement Loan or if no Screen Rate is available for the currency or   Interest Period of the relevant Loan) the arithmetic mean of the rates   (rounded upwards to four decimal places) as supplied to the Agent at its   request quoted by the Reference Banks to leading banks in the London   interbank market,
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
as of the Specified Time   on the Quotation Day for the offering of deposits in the currency of that   Loan and for a period equal to or comparable to the Interest Period for that   Loan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Loan” means a Revolving Loan or a Term   Loan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Majority Lenders” means:
  




- 5 -










	
   
  	
  
(a)
  	
  
until the Total   Commitments have been reduced to zero, a Lender or Lenders whose Commitments   aggregate more than 662/3% of the Total Commitments (or, if the Total Commitments have been   reduced to zero and there are no Loans outstanding, aggregated more than 662/3% of the Total Commitments immediately   prior to the reduction); or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
at any other time, a   Lender or Lenders whose participations in the Loans then outstanding aggregate   more than 662/3% of all the   Loans then outstanding.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Mandate Letter” means the letter dated on   or about the date hereof between the Borrower and the Mandated Lead Arrangers   relating among other things to their appointment as Mandated Lead Arrangers.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
“Mandatory Cost” means the percentage rate   per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost formulae).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Margin” means 0.225 per cent. per annum.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Material Adverse Effect” means any effect   or circumstance:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
materially adverse to   (i) the ability of the Borrower to perform its payment obligations under   any Finance Document or (ii) the financial condition of the Group taken   as a whole; and/or
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
which results in any   Finance Document not being legal, valid and binding on, and enforceable   substantially in accordance with its terms against the Borrower, in a manner   and to an extent reasonably considered by the Majority Lenders to be   materially prejudicial to the ability of the Borrower to perform its payment   obligations under any Finance Document.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Month” means a period starting on one day   in a calendar month and ending on the numerically corresponding day in the   next calendar month, except that:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
if the numerically   corresponding day is not a Business Day, that period shall end on the next   Business Day in that calendar month in which that period is to end if there   is one, or if there is not, on the immediately preceding Business Day; and
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
if there is no numerically   corresponding day in the calendar month in which that period is to end, that   period shall end on the last Business Day in that calendar month.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The above rules will only   apply to the last Month of any period.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Offer” means an offer for all or part of   the Shares that are not already owned by the Borrower made or proposed to be   made by the Borrower or a wholly-owned Subsidiary of the Borrower   substantially on the terms and conditions set out in the Tender Offer   Statement, as that offer may from time to time be amended, extended, revised   or waived in accordance with this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
“Offer Costs” means all costs, fees and   expenses (and Taxes on them) and all stamp duty, registration and other   similar Taxes incurred by or on behalf of the Borrower in connection with the   Acquisition and/or the Facility.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Optional Currency” means Euro.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Original Financial Statements” means the   audited consolidated financial statements of the Group for the financial year   ended 31 December 2004.
  




- 6 -










	
  
 
  	
  
“Participating Member State” means any   member state of the European Communities that adopts or has adopted the euro   as its lawful currency in accordance with legislation of the European Union   relating to Economic and Monetary Union.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Party” means a party to this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Principal Subsidiaries” means, at any   time, any fully consolidated Subsidiary of the Borrower:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
whose consolidated   revenues equal or exceed 5 per cent. of the consolidated revenues of the   Group at that time; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
to which has been   transferred (whether by one transaction or a set of transactions, related or   not) the whole or substantially the whole of the assets of a Subsidiary of   the Borrower which immediately prior to those transactions was a Principal   Subsidiary.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
For the purposes of   paragraph (a) above:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
the consolidated revenues   of that Subsidiary shall be ascertained by reference to:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.
  	
  
the consolidated revenues   of that Subsidiary based upon which the latest unaudited consolidated   half-yearly or the latest annual audited consolidated accounts of the Group   have been made up, as appropriate; or
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
2.
  	
  
if the company becomes a   Subsidiary of the Borrower after the end of the financial period to which the   latest unaudited consolidated half-yearly or the latest audited consolidated   accounts of the Group relate, the latest consolidated accounts of that   Subsidiary; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
the revenues of the Group   shall be ascertained by reference to the latest unaudited consolidated   half-yearly or the latest annual consolidated accounts of the Group, as   appropriate, adjusted (where appropriate) to reflect the revenues of any   Subsidiary subsequently acquired or disposed of.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
In the case of paragraph   (b) above the disposing Subsidiary will not be a Principal Subsidiary   unless it remains or subsequently becomes a Principal Subsidiary by the   operation of paragraph (a) or (b) above.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
“Project Financing” means any Financial   Indebtedness incurred to finance a project which is carried out by any   Subsidiary of the Borrower whose liabilities in respect of such Financial   Indebtedness are secured by security over the shares of that Subsidiary or   over the assets comprised in such project or otherwise subject to recourse to   the cash flow from such project.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Qualifying Lender” has the meaning given   to it in Clause 13 (Tax gross-up and   indemnities).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Quotation Day” means, in relation to any   period for which an interest rate is to be determined:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
(if the currency is Euro)   two TARGET Days before the first day of that period; or
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
(if the currency is the   Base Currency) two Business Days before the first day of that period or, in   respect of a Settlement Loan, the date on which the Utilisation Request is   delivered in accordance with this Agreement,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
unless market practice   differs in the Relevant Interbank Market for a currency, in which case the   Quotation Day for that currency will be determined by the Agent in accordance   with market practice in the Relevant Interbank Market (and if quotations for   that currency and period would
  




- 7 -










	
  
 
  	
  
normally be given by   leading banks in the Relevant Interbank Market on more than one day, the   Quotation Day will be the last of those days).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Reference Banks” means in relation to   LIBOR and Mandatory Cost, the principal London offices of BNP Paribas, HSBC   Bank plc and JPMorgan Chase Bank, N.A. in relation to EURIBOR, the principal   office in Paris of BNP Paribas, HSBC Bank France and JPMorgan Chase Bank,   N.A. or such other banks as may be appointed by the Agent in consultation   with Borrower.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Relevant Interbank Market” means the   London interbank market or, in relation to Euro, the European interbank   market.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Repeating Representations” means each of   the representations set out in Clauses 18.1 (Status)   to 18.4 (Power and authority),   18.7 (No default) and 18.12 (No proceedings pending or threatened) to   18.14 (Environmental Laws) and   Clause 18.16 (The Offer).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Revolving Loan” means a loan to be made   under the Facility which has not been converted into a Term Loan pursuant to   the Term Out Option or the principal amount outstanding for the time being of   that loan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Rollover Loan” means one or more   Revolving Loans:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
made or to be made on the   same day that one or more maturing Revolving Loans is or are due to be   repaid;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(b)
  	
  
the aggregate amount of   which is equal to or less than the maturing Revolving Loan(s) (unless it is   more than the maturing Revolving Loan(s) solely because it arose as a result   of the operation of Clause 6.2 (Unavailability   of a currency));
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
in the same currency as   the maturing Revolving Loan(s) (unless it arose as a result of the operation   of Clause 6.2 (Unavailability of a   currency)); and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
made or to be made to the   Borrower for the purpose of refinancing the maturing Revolving Loan(s).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Screen Rate” means:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
in relation to LIBOR, the   British Bankers Association Interest Settlement Rate for the relevant   currency and period; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
in relation to EURIBOR,   the percentage rate per annum determined by the Banking Federation of the   European Union for the relevant period,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
displayed on the   appropriate page of the Reuters screen. If the agreed page is replaced or   service ceases to be available, the Agent may specify another page or service   displaying the appropriate rate after consultation with the Borrower and the   Lenders.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
“Security” means a mortgage, charge,   pledge, lien or other security interest securing any obligation of any person   or any other agreement or arrangement having a similar effect.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Selection Notice” means a notice   substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with   Clause 10 (Interest Periods) in   relation to a Term Loan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Settlement Loan” means an Acquisition   Loan in the Base Currency which is to be applied, at least in part, to pay   consideration due under the Offer.
  




- 8 -










	
   
  	
  
“Shares” means all the issued shares of   each class in the capital of the Target (including any issued while the Offer   remains open for acceptance) and the exchangeable preference shares issued by   the Canadian Subsidiary of the Target and which are exchangeable for shares   in the Target.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Specified Time” means a time determined   in accordance with Schedule 6 (Timetables).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Subsidiary” means in relation to any   company, another company which is controlled by it within the meaning of   article L. 233-3 of the French Code de   Commerce.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Supporting Documentation” means in relation   to any amount claimed by any Party, a duly itemised statement of account and   reasonable supporting evidence as to how the relevant amount is calculated.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Syndication Date” means the date (as   determined by the Mandated Lead Arrangers and notified to the Borrower (and   being no later than the date falling 60 days after the Launch of   Syndication) on which syndication of the Facility has been completed.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Target” means
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“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 Euro.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Tax” means any tax, levy, impost, duty or   other charge or withholding of a similar nature (including any penalty or   interest payable in connection with any failure to pay or any delay in paying   any of the same).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Term Loan” means any Revolving Loan   converted to a term loan pursuant to the Term Out Option or the principal   amount outstanding for the time being of that loan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Term Out Date” means the date on which   the Borrower gives a notice exercising the Term Out Option.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
“Term Out Option” means the term out   option in Clause 7.2 (Term Out Option).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Tender Offer Statement” means the tender   offer statement filed, or to be filed, with the Securities and Exchange   Commission of the United States setting out the terms and conditions on which   the Offer is being made to the holders of the Shares resident in the United   States and Canada.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Total Commitments” means the aggregate of   the Commitments, being U.S.$2,800,000,000 at the date of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Transfer Agreement” means an agreement   substantially in the form set out in Schedule 5 (Form of Transfer Agreement) or any other   form agreed between the Agent and the Borrower.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Transfer Date” means, in relation to a   transfer, the later of:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
the proposed Transfer Date   specified in the Transfer Agreement; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
the date on which the   Agent executes the Transfer Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“U.S. Dollars” or “US$” or “$” means the lawful currency for the time being of the   United States of America.
  



- 9 -










	
  
 
  	
  
“Unpaid Sum” means any sum due and payable   but unpaid by the Borrower under the Finance Documents.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Utilisation” means a utilisation of the   Facility.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Utilisation Date” means the date of a   Utilisation, being the date on which the relevant Loan is to be made.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Utilisation Request” means a notice   substantially in the form set out in Part I of Schedule 3 (Requests).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“VAT” means value added tax.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
1.2
  	
  
Construction
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  (a)
  	
  
Unless a contrary   indication appears, any reference in this Agreement to:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
the “Agent”, the “Mandated Lead Arrangers”, any “Finance Party”, any “Lender”,   the “Borrower” or any “Party” shall be construed so as to   include its successors in title, permitted assigns and permitted transferees;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
“assets” includes present and future   properties, revenues and rights of every description;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(iii)
  	
  
“corporate reconstruction” includes in   relation to any company any contribution of part of its business in   consideration of shares (apport partiel   d’actifs) and any demerger (scission)   implemented in accordance with articles L. 236-1 to L.236-24 of the French Code de Commerce;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iv)
  	
  
a “Finance Document” or any other agreement   or instrument is a reference to that Finance Document or other agreement or   instrument as amended or novated;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(v)
  	
  
“gross negligence” means “faute lourde”;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(vi)
  	
  
a “guarantee” includes any “cautionnement”, “aval” and any “garantie” which is independent from the   debt to which it relates;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(vii)
  	
  
“indebtedness” includes any obligation for   the payment or repayment of money, whether present or future, actual or   contingent;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(viii)
  	
  
“merger” includes any fusion implemented in accordance with   articles L.236-1 to L.236-24 of the French Code   de Commerce;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(ix)
  	
  
a “person” includes any person, firm,   company, corporation, government, state or agency of a state or any grouping   (whether or not having separate legal personality) or two or more of the   foregoing;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(x)
  	
  
a “regulation” includes any regulation,   rule, official directive, request or guideline (whether or not having the   force of law) of any governmental, intergovernmental or supranational body,   agency, department or regulatory, self-regulatory or other authority or   organisation;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(xi)
  	
  
a provision of law is a   reference to that provision as amended or re-enacted;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(xii)
  	
  
a time of day is a   reference to Paris time;
  




- 10 -










	
  
 
  	
  
(xiii)
  	
  
a “security interest” includes any type of   security (sûreté réelle) and   transfer by way of security;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(xiv)
  	
  
“trustee, fiduciary and fiduciary duty”   has in each case the meaning given to such term under any applicable law;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(xv)
  	
  
“wilful misconduct” means “dol”.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Section, Clause and   Schedule headings are for ease of reference only.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
Unless a contrary   indication appears, a term used in any other Finance Document or in any   notice given under or in connection with any Finance Document has the same   meaning in that Finance Document or notice as in this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
An Event of Default is “continuing” if it has not been waived.
  




- 11 -











SECTION 2


THE FACILITY

	
  
2.
  	
  
THE   FACILITY
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
2.1
  	
  
The   Facility
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Subject to the terms of   this Agreement, the Lenders make available to the Borrower a multicurrency   revolving loan facility with a term-out option in an aggregate amount equal   to the Total Commitments.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
2.2
  	
  
Finance   Parties’ rights and obligations
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The obligations of each   Finance Party under the Finance Documents are several (conjointes et non solidaires). Failure   by a Finance Party to perform its obligations under the Finance Documents   does not affect the obligations of any other Party under the Finance   Documents. No Finance Party is responsible for the obligations of any other   Finance Party under the Finance Documents.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The rights of each Finance   Party under or in connection with the Finance Documents are separate and   independent rights and any debt arising under the Finance Documents to a   Finance Party from the Borrower shall be a separate and independent debt.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
A Finance Party may,   except as otherwise stated in the Finance Documents, separately enforce its   rights under the Finance Documents.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
3.
  	
  
PURPOSE
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
3.1
  	
  
Purpose
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
The Borrower shall apply   all amounts borrowed by it under the Facility towards financing or   refinancing:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	 (a)
	
  Up to a maximum aggregate   amount of U.S. $2,200,000,000:

  
	  
	
  
 
  	
  
 
  	
  
 
  
	  
	 (i)
	
  consideration payable for   the acquisition by it or a wholly-owned Subsidiary of those Shares to be   acquired pursuant to the Offer, open or other market purchases or any   squeeze-out or compulsory purchase mechanism (including by way of short-form   merger in the United States or merger or amalgamation in Canada);

  
	  
	  
	
  
 
  	
  
 
  
	  
	 (ii)
	
  consideration payable to   holders of options to acquire Shares in the Target; and/or

  
	  
	  
	
  
 
  	
  
 
  
	  
	 (iii)
	
  Offer Costs; and

  
	  
	
  
 
  	
  
 
  	
  
 
  
	 (b)
	
  Up to a maximum aggregate   amount of U.S. $600,000,000:

  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	 (i)
	
  refinancing the Existing   Facility; and/or

  
	
  
 
  	  
	
  
 
  	
  
 
  
	
  
 
  	 (ii)
	
  general corporate   purposes.

  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
3.2
  	
  
Monitoring
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
No Finance Party is bound   to monitor or verify the application of any amount borrowed pursuant to this   Agreement.
  



- 12 -










	
  
4.
  	
  
CONDITIONS   PRECEDENT
  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.1
  	
  
Conditions   precedent to signing
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
On the date of this   Agreement the Mandated Lead Arrangers shall have received in form and   substance satisfactory to them (acting reasonably) all of the documents and   other evidence listed in Part I of Schedule 2 (Conditions Precedent). The Mandated Lead   Arrangers shall promptly confirm to the Borrower and the Lenders that they   have received such documents and other evidence as soon as practicable upon   receiving them in form and substance satisfactory to them.
  
	
  
 
  	
  
 
  	
  
 
  
	
  4.2
  	
  
Initial   conditions precedent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The obligations of each   Lender under the Finance Documents are subject to the condition precedent   that, and no Utilisation Request may be delivered until, the Mandated Lead   Arrangers have given their confirmation pursuant to Clause 4.1 (Conditions Precedent to signing) above   and the Agent has received all of the documents and other evidence listed in   Part II of Schedule 2 (Conditions   Precedent). The Agent shall promptly confirm to the Borrower and   the Lenders that it has received such documents and other evidence as soon as   practicable upon being satisfied of such receipt.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.3
  	
  
Further   conditions precedent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Subject to Clause 4.6 (Certain Funds Period), the Lenders will   only be obliged to comply with Clause 5.4 (Lenders’   participation) if on the date of the Utilisation Request and on   the proposed Utilisation Date:
  
	
   
  	
  
 
  	
  
 
  
	 (a)
	
  no Event of Default is   continuing or would result from the proposed Loan; and

  
	  
	
  
 
  	
  
 
  
	 (b)
	
  the Repeating Representations   to be made by the Borrower are true in all material respects.

  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.4
  	
  
Condition   to initial utilisation
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Agent is satisfied   that the first utilisation under the Facility is to be used, at least in   part, to pay consideration due under the Offer.
  
	
   
  	
  
 
  	
  
 
  
	
  
4.5
  	
  
Maximum   number of Loans
  
	
  
 
  	
  
 
  	
  
 
  
	 (a)
	
  The Borrower may not   deliver a Utilisation Request if as a result of the proposed Utilisation more   than 10 Loans would be outstanding.

  
	  
	
  
 
  	
  
 
  
	 (b)
	
  A Borrower may not request   that a Term Loan be divided if, as a result of the proposed division, more   than 10 Term Loans would be outstanding.

  
	  
	
  
 
  	
  
 
  
	 (c)
	
  Any Loan made by a single   Lender under Clause 6.2 (Unavailability of   a currency) shall not be taken into account in this Clause 4.5.

  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.6
  	
  
Certain   Funds Period
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
During the Certain Funds   Period, unless a Certain Funds Default is continuing or would result from the   proposed Loan, neither the Agent nor any of the Lenders shall:
  
	  
	  
	  

	
  
 
  	
  
 (a)
   	
  invoke any condition set   out in Clause 4.3 (Further conditions   precedent) as a ground for refusing to make any Acquisition Loan;
   



- 13 -










	 	 (b)
	exercise any right, power   or discretion to terminate or cancel the obligation to make any Acquisition   Loan, other than under Clause 8.1 (Illegality)   or Clause 8.8 (Mandatory cancellation);
 
	  
	
  
 
  	
  
 
  
	 	 (c)
	have or exercise any right   of rescission or similar right or remedy which it or they may have in respect   of this Agreement in respect of any Acquisition Loan;

	  
	
  
 
  	
  
 
  
	 	 (d)
	take any step under Clause   21.12 (Acceleration) in respect   of any Acquisition Loan or that part of the Commitments which may be used by   way of Acquisition Loan; or

	  
	  
	  

	  
	
   (e)
  	
  exercise any right of   set-off or counterclaim in respect of any Acquisition Loan.
  




However, as soon as the Certain Funds Period ends, all those rights, remedies and entitlements shall be available even though they have not been exercised or available during the Certain Funds Period. 


- 14 -











SECTION 3


UTILISATION

	
  
5.
  	
  
UTILISATION
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  5.1
  	
  
Delivery   of a Utilisation Request
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower may utilise   the Facility by delivery to the Agent of a duly completed Utilisation Request   not later than the Specified Time.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
5.2
  	
  
Completion   of a Utilisation Request
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Each Utilisation Request   is irrevocable and will not be regarded as having been duly completed unless:
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
the proposed Utilisation   Date is a Business Day within the Availability Period;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
the currency and amount of   the Utilisation comply with Clause 5.3 (Currency   and amount);
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
the proposed Interest   Period complies with Clause 10 (Interest   Periods); and
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iv)
  	
  
it specifies the account   and bank (which must be in the principal financial centre of the country of   the currency of the Utilisation or, in the case of Euro, the principal   financial centre of a Participating Member State in which banks are open for   general business on that day or London) to which the proceeds of the   Utilisation are to be credited.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Only one Loan may be   requested in each Utilisation Request.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
5.3
  	
  
Currency   and amount
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The currency specified in   a Utilisation Request must be the Base Currency or an Optional Currency.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The amount of the proposed   Loan must be:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
if the currency selected   is the Base Currency, a minimum of U.S.$25,000,000 or, if less, the Available   Facility; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(ii)
  	
  
if the currency selected   is Euro, a minimum of €25,000,000 or, if less, the Available Facility; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
in any event such that its   Base Currency Amount is less than or equal to the Available Facility.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
5.4
  	
  
Lenders’   participation
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
If the conditions set out   in this Agreement have been met, each Lender shall make its participation in   each Loan available by the Utilisation Date through its Facility Office.
  
	
   
  	
   
  	
   
  	
   
  
	
  (b)
  	
   The amount of each   Lender’s participation in each Loan will be equal to the proportion borne by   its Available Commitment to the Available Facility immediately prior to   making the Loan.
  
	
   
  	
   
  	
   
  	
   
  
	
  (c)
  	
  The Agent shall determine   the Base Currency Amount of each Loan which is to be made in an Optional   Currency and shall notify each Lender of the amount, currency and the Base   Currency Amount of each Loan and the amount of its participation in that   Loan, in each case by the Specified Time.
  



- 15 -










	
  
6.
  	
  
OPTIONAL CURRENCIES
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
6.1
  	
  
Selection of currency
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   shall select the currency of a Loan in the Utilisation Request.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  6.2
  	
  
Unavailability of a currency
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If before   the Specified Time on any Quotation Day:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
a Lender   notifies the Agent that the Optional Currency requested is not readily   available to it in the amount required; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
a Lender   notifies the Agent that compliance with its obligation to participate in a   Loan in the proposed Optional Currency would contravene a law or regulation   applicable to it, 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
the Agent   will give notice to the Borrower to that effect by the Specified Time on that   day. In this event, any Lender that gives notice pursuant to this Clause 6.2   will be required to participate in the Loan in the Base Currency (in an   amount equal to that Lender’s proportion of the Base Currency Amount or, in   respect of a Rollover Loan, an amount equal to that Lender’s proportion of   the Base Currency Amount of the Rollover Loan that is due to be made) and its   participation will be treated as a separate Loan denominated in the Base   Currency during that Interest Period.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
6.3
  	
  
Term Loan denominated in an Optional Currency
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
If a Term   Loan is to be denominated in an Optional Currency, in respect of two   successive Interest Periods, the Agent shall calculate the amount of the Term   Loan in the Optional Currency for the second of those Interest Periods (by   calculating the amount of Optional Currency equal to the Base Currency Amount   of that Term Loan at the Agent’s Spot Rate of Exchange at the Specified Time)   and (subject to paragraph (b) below):
  
	
   
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
if the   amount calculated is less than the existing amount of that Term Loan in the   Optional Currency during the first Interest Period, promptly notify the   Borrower and the Borrower shall pay, on the last day of the first Interest   Period, an amount equal to the difference; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
if the   amount calculated is more than the existing amount of that Term Loan in the   Optional Currency during the first Interest Period, promptly notify each   Lender and, if no Default is continuing, each Lender shall, on the last day   of the first Interest Period, pay its participation in an amount equal to the   difference.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
If the   calculation made by the Agent pursuant to paragraph (a) above shows that   the amount of the Term Loan in the Optional Currency for the second of those   Interest Periods converted into the Base Currency at the Agent’s Spot Rate of   Exchange at the Specified Time has increased or decreased by less than 5 per   cent. compared to its Base Currency Amount (taking into account any payments   made pursuant to paragraph (a) above), no notification shall be made by   the Agent and no payment shall be required under paragraph (a) above.
  
	
   
  	
  
 
  
	
  
6.4
  	
  
Agent’s calculations
  
	
  
 
  	
  
 
  
	 (a)
	
  All   calculations made by the Agent pursuant to this Clause 6 will take into   account any repayment, prepayment, consolidation or division of Term Loans to   be made on the last day of the first Interest Period.

  
	  
	
  
 
  	
  
 
  	
  
 
  
	 (b)
	
  Each   Lender’s participation in a Loan will, subject to paragraph (a) above,   be determined in accordance with paragraph (b) of Clause 5.4 (Lenders’ participation).

  




- 16 - 











SECTION 4


REPAYMENT, PREPAYMENT AND CANCELLATION 

	
  
7.
  	
  
REPAYMENT
  
	
  
 
  	
  
 
  	
  
 
  
	
  
7.1
  	
  
Repayment of Loans
  
	
  
 
  	
  
 
  
	
  
(a)
  	
  
Subject to   paragraph (b) below, the Borrower shall repay each Revolving Loan on the   last day of its Interest Period.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
If it   exercises the Term Out Option in relation to a Revolving Loan in accordance   with Clause 7.2 (Term Out Option),   the Borrower shall repay that Loan on the Final Termination Date as extended   by that Clause.
  
	
   
  	
  
 
  
	
  
7.2
  	
  
Term Out Option
  
	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower   may exercise the term out option by notice (substantially in the form set out   in Schedule 7 (Form of Term Out Notice))   to the Agent not less than 5 (nor more than 30) Business Days before the   Initial Termination Date. Only one such notice may be given.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
That notice   shall:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
specify the   Revolving Loan(s) in relation to which the Term Out Option is being exercised   and whose Base Currency Amount calculated at the Agent’s Spot Rate of   Exchange on the Term Out Date shall not exceed U.S.$1,400,000,000 in   aggregate; and
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
specify the   date to which the Initial Termination Date is to be extended, which shall be   not later than eighteen months from the date of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
The Agent   shall promptly notify each Lender of the Loans specified in that notice and   the new Final Termination Date.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
If the Term   Out Option is so exercised then:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
on the Term   Out Date, the Borrower shall pay to the Agent (for the account of each   Lender) a fee in the Base Currency of 0.025 per cent. flat on that Lender’s   participation in the Base Currency Amount of the Revolving Loan(s) in   relation to which the Term Out Option has been exercised;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
on the Term   Out Date, any Available Commitment shall be automatically cancelled; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
on the Term   Out Date, the Final Termination Date shall be extended to the date specified   in the notice exercising the Term Out Option.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
8.
  	
  
PREPAYMENT AND CANCELLATION
  
	
  
 
  	
  
 
  
	
  
8.1
  	
  
Illegality
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
If it   becomes unlawful in any applicable jurisdiction for a Lender to perform any   of its obligations as contemplated by this Agreement or to fund or maintain   its participation in any Loan:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
that Lender   shall promptly notify the Agent upon becoming aware of that event;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
upon the   Agent notifying the Borrower, the Commitment of that Lender will be   immediately cancelled; and
  




- 17 - 










	
   
  	
  
(c)
  	
  
the Borrower   shall without Break Costs repay that Lender’s participation in the Loans on   the last day of the Interest Period for each Loan occurring after the Agent   has notified the Borrower or, if earlier, the date specified by the Lender in   the notice delivered to the Agent (being no earlier than the last day of any   applicable grace period permitted by law).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
8.2
  	
  
Change of control
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
If any   person or group of persons acting in concert gains control of the Borrower,   the Facility shall be cancelled and all outstanding Loans, together with   accrued interest, and all other amounts accrued under the Finance Documents   will become immediately due and payable.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
If any   person or group of persons acting in concert gains control of the Borrower   (as described in paragraph (a) above) the Borrower shall promptly notify   the Agent upon becoming aware of such circumstances.
  
	
   
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
For the   purpose of paragraph (a) above “control”   has the meaning given in article L. 233-3 of the French Code de Commerce.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
For the   purpose of paragraph (a) above “acting   in concert” has the meaning given in article L. 233-10 of the   French Code de Commerce.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
8.3
  	
  
Voluntary cancellation
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   may, if it gives the Agent not less than 5 Business Days’ prior notice,   cancel the whole or any part (being a minimum amount of U.S.$10,000,000) of   the Available Facility. Any cancellation under this Clause 8.3 shall reduce   the Commitments of the Lenders rateably.
  
	
   
  	
  
 
  	
  
 
  
	
  
8.4
  	
  
Voluntary prepayment of Loans
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   may, if it gives the Agent not less than 5 Business Days’ prior notice,   prepay the whole or any part of a Loan (but, if in part, being an amount that   reduces the Base Currency Amount of the Loan by a minimum amount and integral   multiples of U.S.$10,000,000).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
8.5
  	
  
Right of repayment and cancellation in relation to a single Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
If:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
any sum   payable to any Lender by the Borrower is required to be increased under   paragraph (c) of Clause 13.2 (Tax   gross-up); or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
any Lender   claims indemnification from the Borrower under Clause 13.3 (Tax indemnity) or Clause 14.1 (Increased costs),
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
the Borrower   may, whilst the circumstance giving rise to the requirement or   indemnification continues, give the Agent notice of cancellation of the   Commitment of that Lender and its intention to procure the repayment of that   Lender’s participation in the Loans.
  
	
  
 
  	
  
 
  	
  
 
  
	
  (b)
  	
  
On receipt   of a notice referred to in paragraph (a) above, the Commitment of that   Lender shall immediately be reduced to zero.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
On the last   day of each Interest Period which ends after the Borrower has given notice   under paragraph (a) above (or, if earlier, the date specified by the   Borrower in that notice), the Borrower shall repay that Lender’s   participation in each Loan.
  




- 18 - 










	
  
8.6
  	
  
Mandatory prepayment and cancellation in relation to a single Lender
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If it   becomes unlawful for the Borrower to perform any of its obligations to any   Lender under paragraph (c) of Clause 13.2 (Tax gross-up):
  
	
 
 	
 
 	
 
 
	
 
 	
(a)
	
the Borrower   shall promptly notify the Agent upon becoming aware of that event;

	
 
 	
 
 	
 
 
	 	
(b)
	 
upon the   Agent notifying that Lender, its Commitment will be immediately cancelled;   and
 
	
 
 	
 
 	
 
 
	 	
(c)
	
that   Borrower shall repay that Lender’s participation in the Loans on the last day   of each Interest Period which ends after the Borrower has given notice under   paragraph (a) above or, if earlier, the date specified by the Borrower   in a notice delivered to the Agent (being no earlier than the last day of any   applicable grace period permitted by law).

	
   
  	
  
 
  	
  
 
  
	
  8.7
  	
  
Mandatory prepayment and cancellation from Equity and Debt Proceeds
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower   shall, subject to the other provisions of this Clause 8.7 prepay and cancel   the Facility by an amount equal to the amount of any Net Debt Issue Proceeds   and Net Equity Proceeds.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Any   prepayment pursuant to this Clause 8.7 shall be made on the last day of each   Interest Period which expires immediately after the date of receipt by the   Borrower of any Net Debt Issue Proceeds or Net Equity Proceeds.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
In this   Agreement:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
“Debt Issue” means any issue of bonds or   notes, debt securities (excluding for the avoidance of doubt, billets de trésorerie or commercial   paper with a tenor of less than one year) or other capital markets instruments   of any kind made by the Borrower whether to the public, one or more private   places or otherwise and whether or not listed on any stock exchange.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Net Debt Issue Proceeds” means, in   relation to any Debt Issue, any cash proceeds that are to be received by or   for the account of the Borrower (net of reasonable commissions, fees and   expenses payable by it in connection with such Debt Issue).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Net Equity Proceeds” means the cash   proceeds (net of reasonable commissions fees and expenses in connection with   such issue) received by the Borrower as a result of the issue by the Borrower   in the international capital markets or elsewhere (whether by public offer or   private placement) of any share or stock or any other instrument convertible   into any share or stock provided that no such cash proceeds shall constitute   Net Equity Proceeds to the extent that such cash proceeds also constitute Net   Debt Proceeds and there shall be excluded from Net Equity Proceeds cash   proceeds relating to:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
stock   options of the Borrower;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
the exercise   of warrants existing as at the date of this Agreement; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
instruments   issued pursuant to employees share scheme.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
8.8
  	
  
Mandatory cancellation
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
If:
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
the Offer is   withdrawn or lapses; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
the first   settlement date in respect of the Offer has not occurred by 31 May 2006,   all the   Commitments will be immediately and automatically cancelled.
  




- 19 - 










	
  
8.9
  	
  
Restrictions
  
	
   
  	
  
 
  
	
  
(a)
  	
  
Any notice   of cancellation or prepayment given by any Party under this Clause 8 shall be   irrevocable and, unless a contrary indication appears in this Agreement,   shall specify the date or dates upon which the relevant cancellation or   prepayment is to be made and the amount of that cancellation or prepayment.
  
	
  
 
  	
  
 
  
	
  
(b)
  	
  
Any   prepayment under this Agreement shall be made together with accrued interest   on the amount prepaid and, subject to any Break Costs if applicable, without   premium or penalty.
  
	
  
 
  	
  
 
  
	
  
(c)
  	
  
Unless a   contrary indication appears in this Agreement, any part of the Facility which   is prepaid before the Term Out Date may be reborrowed during the Availability   Period in accordance with the terms of this Agreement.
  
	
  
 
  	
  
 
  
	
  
(d)
  	
  
No Borrower   may reborrow any part of any Term Loan which is prepaid.
  
	
   
  	
  
 
  
	
  
(e)
  	
  
The Borrower   shall not repay or prepay all or any part of the Loans or cancel all or any   part of the Commitments except at the times and in the manner expressly   provided for in this Agreement.
  
	
  
 
  	
  
 
  
	
  
(f)
  	
  
No amount of   the Total Commitments cancelled under this Agreement may be subsequently   reinstated.
  
	
  
 
  	
  
 
  
	
  
(g)
  	
  
If the Agent   receives a notice under this Clause 8 it shall promptly forward a copy of   that notice to either the Borrower or the affected Lender, as appropriate.
  




- 20 -











SECTION 5


COSTS OF UTILISATION

	
  9.
  	
  
INTEREST
  
	
  
 
  	
  
 
  	
  
 
  
	
  
9.1
  	
  
Calculation of interest
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The rate of   interest on each Loan for each Interest Period is the percentage rate per   annum which is the aggregate of the applicable:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Margin;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(b)
  	
  
LIBOR or, in   relation to any Loan in Euro, EURIBOR; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Mandatory   Cost, if any.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
9.2
  	
  
Payment of Interest
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   shall pay accrued interest on each Loan on the last day of each Interest   Period.
  
	
  
 
  	
  
 
  	
  
 
  
	
  9.3
  	
  
Default interest
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
If the   Borrower fails to pay any amount payable by it under a Finance Document on   its due date, interest shall accrue to the fullest extent permitted by law on   the overdue amount from the due date up to the date of actual payment (both   before and after judgment) at a rate which, subject to paragraph   (b) below, is the sum of 1 per cent and the rate which would have been   payable if the overdue amount had during the period of non-payment,   constituted a Loan in the currency of the overdue amount for successive   Interest Periods, each of a duration selected (and notified to the Borrower   promptly) by the Agent (acting reasonably) and in any event not exceeding a   period of 1 month. Any interest accruing under this Clause 9.3 shall be   immediately payable by the Borrower on demand by the Agent.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
If any   overdue amount consists of all or part of a Loan which became due on a day   which was not the last day of an Interest Period relating to that Loan;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(i)
  	
  
the first   Interest Period for that overdue amount shall have a duration equal to the   unexpired portion of the current Interest Period relating to that Loan; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
the rate of   interest applying to the overdue amount during that first Interest Period   shall be the sum of 1 per cent and the rate which would have applied if the   overdue amount had not become due.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
Default   interest (if unpaid) arising on an overdue amount will be compounded with the   overdue amount only if within the meaning of Article 1154 of the French Code Civil, such interest is due for a   period of at least one year but will remain immediately due and payable.
  
	
  
 
  	
  
 
  	
  
 
  
	
  9.4
  	
  
Notification of rates of interest
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Agent   shall promptly notify the Lenders and the Borrower of the determination of a   rate of interest under this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
9.5
  	
  
Effective Global Rate (Taux   Effectif Global)
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
For the   purposes of Articles L 313-1 et seq,   R 313-1 and R 313-2 of the Code de la   Consommation, the Parties acknowledge that by virtue of certain   characteristics of the Facility (and in particular the variable interest rate   applicable to Loans and the Borrower’s right to select the currency and the   duration of the Interest Period of each Loan) the taux effectif global cannot
  



- 21 - 










	
  
 
  	
  
be   calculated at the date of this Agreement. However, the Borrower acknowledges   that it has received from the Agent a letter containing an indicative   calculation of the taux effectif global,   based on figured examples calculated on assumptions as to the taux de période and durée de période set out in the letter.   The Parties acknowledge that the letter forms part of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
10.
  	
  
INTEREST PERIODS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
10.1
  	
  
Selection of Interest Periods
  
	
  
 
  	
  
 
  	
  
 
  
	
  (a)
  	
  
The Borrower   may select an Interest Period for a Loan in the Utilisation Request for that   Loan or (in respect of a Term Loan) in a Selection Notice.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Each   Selection Notice for a Term Loan is irrevocable and must be delivered to the   Agent by the Borrower not later than the Specified Time.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
If the   Borrower fails to deliver a Selection Notice to the Agent in accordance with   paragraph (b) above, the relevant Interest Period will be one Month.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
Subject to   this Clause 10, the Borrower may select an Interest Period of 1, 2 or 3   Months provided that an Interest Period for a Settlement Loan shall be 1 or   2 weeks or such shorter period agreed between the Agent and the   Borrower.
  
	
   
  	
  
 
  	
  
 
  
	
  
(e)
  	
  
An Interest   Period for a Loan shall not extend beyond the Final Termination Date.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(f)
  	
  
Each   Interest Period for a Term Loan shall start on the last day of the Interest   Period for the Revolving Loan from which it is converted pursuant to Clause   7.2 (Term Out Option) or on the   last day of its preceding Interest Period.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(g)
  	
  
A Revolving   Loan has one Interest Period only (commencing on its Utilisation Date).   Subject to the other provisions of this Clause, a Term Loan may have several   successive Interest Periods.
  
	
  
 
  	
  
 
  	
  
 
  
	
  (h)
  	
  
Prior to   determining the interest rate for an Interest Period beginning before the   Syndication Date, the Agent may shorten that Interest Period to a duration of   1 month (or such shorter duration as may be desirable to ensure that the   Interest Period ends on a date on which rights and obligations under this   Agreement are to be transferred to persons becoming Parties as a result of   the syndication of the Facility).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
10.2
  	
  
Non-Business Days
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If an   Interest Period would otherwise end on a day which is not a Business Day,   that Interest Period will instead end on the next Business Day in that   calendar month (if there is one) or the preceding Business Day (if there is   not).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
10.3
  	
  
Consolidation and division of Term Loans
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
Subject to   paragraph (b) below, if two or more Interest Periods:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
relate to   Term Loans in the same currency; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
end on the   same date,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
those Term Loans will, unless the Borrower   specifies to the contrary in the Selection Notice for the next Interest   Period, be consolidated into, and treated as, a single Term Loan on the last   day of the Interest Period. 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b) Subject to Clause 4.5 (Maximum number of Loans) and Clause 5.3   (Currency and amount), if the   Borrower requests in a Selection Notice that a Term Loan be divided into two   or
  




- 22 - 










	
  
 
  	
  
more Term Loans, that Term Loan will, on   the last day of its Interest Period, be so divided with Base Currency Amounts   specified in that Selection Notice, being an aggregate Base Currency Amount   equal to the Base Currency Amount of the Term Loan immediately before its   division.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
11.
  	
  
CHANGES TO THE CALCULATION OF INTEREST
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
11.1
  	
  
Absence of quotations
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Subject to   Clause 11.2 (Market disruption),   if LIBOR or, if applicable, EURIBOR is to be determined by reference to the   Reference Banks but a Reference Bank does not supply a quotation by the   Specified Time on the Quotation Day, the applicable LIBOR or EURIBOR shall be   determined on the basis of the quotations of the remaining Reference Banks.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
11.2
  	
  
Market disruption
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  (a)
  	
  
If a Market   Disruption Event occurs in relation to a Loan for any Interest Period, the   Agent and the Borrower shall either agree that the Loan shall not be made or   enter into negotiations (for a period of not more than one month) with a view   to agreeing the rate of interest and/or agreeing to change the proposed   Interest Period and/or currency in which the Loan will be denominated.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Any   alternative basis agreed pursuant to paragraph (a) above shall, with the   prior consent of all the Lenders and the Borrower, be binding on all Parties.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
In the   absence of or prior to an agreement as to the rate of interest, interest   period or currency pursuant to paragraph (a) above:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(i)
  	
  
the Interest   Period of the relevant Loan shall be one month; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
the rate of   interest on each Lender’s share of that Loan for the Interest Period shall be   the rate per annum which is the sum of:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(A)
  	
  
the Margin;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(B)
  	
  
the rate   notified to the Agent by that Lender as soon as practicable and in any event   before interest is due to be paid in respect of that Interest Period, to be   that which expresses as a percentage rate per annum the cost to that Lender   as certified by it to the Borrower of funding its participation in that Loan   from whatever source it may reasonably select; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(C)
  	
  
the   Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
In this   Agreement “Market Disruption Event”   means:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(i)
  	
  
at or about   noon on the Quotation Day for the relevant Interest Period the Screen Rate is   not available and none or only one of the Reference Banks supplies a rate to   the Agent to determine LIBOR or, if applicable, EURIBOR for the relevant   currency and Interest Period; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
before close   of business in Paris on the Quotation Day for the relevant Interest Period,   the Agent receives notifications from a Lender or Lenders (whose   participations in a Loan exceed 35 per cent. of that Loan) that   (i) deposits in the currency of that Loan are not in the ordinary course   of business available to them in the Relevant Interbank Market for a period   equal to the relevant Interest Period in amounts sufficient to fund their
  




- 23 - 










	
  
 
  	
  
 
  	
  
participations   in that Loan or (ii) LIBOR or EURIBOR if the Loan is denominated in Euro   does not adequately represent their cost of funds.
  
	
   
  	
  
 
  	
  
 
  
	
  
11.3
  	
  
Break Costs
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower   shall (except in the circumstances described in Clause 8.1(c) (Illegality)), within three Business Days   of demand by a Finance Party, pay to that Finance Party its Break Costs   attributable to all or any part of a Loan or Break Costs Unpaid Sum being   paid by the Borrower on a day other than the last day of an Interest Period   for that Loan or Break Costs Unpaid Sum.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Each Lender   shall, as soon as reasonably practicable after a demand by the Agent, provide   a certificate confirming the amount of its Break Costs for any Interest   Period in which they accrue.
  
	
  
 
  	
  
 
  	
  
 
  
	
  12.
  	
  
FEES
  
	
  
 
  	
  
 
  	
  
 
  
	
  
12.1
  	
  
Commitment fee
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower   shall pay to the Agent (for the account of each Lender) a commitment fee in   the Base Currency computed at the rate of 0.06 per cent. per annum on that Lender’s   Available Commitment for the Availability Period.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The accrued   commitment fee is payable in arrear within 3 Business Days of being notified   of such due amount by the Agent after each successive period of three Months   which ends during the Availability Period, on the last day of the   Availability Period and, if the Facility is cancelled in full, on the   cancelled amount of the relevant Lender’s Commitment at the time the   cancellation is effective.
  
	
   
  	
  
 
  	
  
 
  
	
  
12.2
  	
  
Arrangement, underwriting and participation fee
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   shall pay to the Mandated Lead Arrangers an arrangement, underwriting and   participation fee in the amount and at the times agreed in a Fee Letter.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
12.3
  	
  
Agency fee
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   shall pay to the Agent (for its own account) an agency fee in the amount and   at the times agreed in a Fee Letter.
  
	
   
  	
  
 
  	
  
 
  
	
  
12.4
  	
  
 Communications

  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The address   and fax number of the Borrower for any communication or document to be made   or delivered in connection with this Clause 12 (Fees) only is:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Address: 61,   rue des Belles Feuilles, 75782 Paris, France
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Fax: +33 1   44 34 94 93
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
Attention:   Euro Treasurer
  




- 24 - 











SECTION 6


ADDITIONAL PAYMENT OBLIGATIONS

	
  
13.
  	
  
TAX GROSS UP AND INDEMNITIES
  
	
  
 
  	
  
 
  
	
  
13.1
  	
  
Definitions
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
In this   Agreement:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Protected Party” means a Finance Party   which is or will be subject to any liability, or required to make any   payment, for or on account of Tax in relation to a sum received or receivable   (or any sum deemed for the purposes of Tax to be received or receivable)   under a Finance Document.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Qualifying Lender” means a Lender which:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
has its   Facility Office in France; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
fulfils the   conditions imposed by French law (including under Article 131 quarter of   the General Tax Code), taking into account, as the case may be, any double   taxation agreement in force on the date (subject to the completion of any   necessary procedural formalities), in order for that payment not to be   subject to (or as the case may be, to be exempt from) any Tax Deduction.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Tax   Credit” means a credit against, relief or remission for, or   repayment of any Tax.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Tax   Deduction” means a deduction or withholding for or on account of   Tax from a payment under a Finance Document.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Tax Payment”   means either the increase in a payment made by the Borrower to a Finance   Party under Clause 13.2 (Tax gross-up)   or a payment under Clause 13.3 (Tax   indemnity).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Treaty   Lender” means a Lender which is entitled under a double taxation   agreement and subject to the completion of any necessary procedural   formalities to receive payment without a Tax Deduction.
  
	
   
  	
  
 
  
	
  
(b)
  	
  
Unless a   contrary indication appears, in this Clause 13 a reference to “determines” or   “determined” means a determination made in the absolute discretion of the   person making the determination.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
13.2
  	
  
Tax gross-up
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower   shall make all payments to be made by it without any Tax Deduction, unless a   Tax Deduction is required by law.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The Borrower   shall promptly upon becoming aware that it must make a Tax Deduction (or that   there is any change in the rate or the basis of a Tax Deduction) notify the   Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so   aware in respect of a payment payable to that Lender. If the Agent receives   such notification from a Lender it shall notify the Borrower promptly.
  
	
   
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
If a Tax   Deduction is required by law to be made by the Borrower, the amount of the   payment due from the Borrower shall be increased to an amount which (after   making any Tax Deduction) leaves an amount equal to the payment which would   have been due if no Tax Deduction had been required.
  




- 25 - 










	
  
(d)
  	
  
The Borrower   is not required to make an increased payment to a Lender under paragraph (c)   above for a Tax Deduction in respect of tax imposed by France from a payment   of interest on a Loan, if on the date on which the payment falls due:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
the payment   could have been made to the relevant Lender without a Tax Deduction if it was   a Qualifying Lender, but on that date that Lender is not or has ceased to be   a Qualifying Lender other than as a result of any change after the date it   became a Lender under this Agreement in (or in the interpretation,   administration, or application of) any law or Treaty, or any published   practice or concession of any relevant taxing authority; or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
the relevant   Lender is a Treaty Lender and the Borrower is able to demonstrate that the   payment could have been made to the Lender without the Tax Deduction had that   Lender complied with its obligations under paragraph (g) below.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(e)
  	
  
If the   Borrower is required to make a Tax Deduction, it shall make that Tax   Deduction and any payment required in connection with that Tax Deduction   within the time allowed and in the minimum amount required by law.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(f)
  	
  
Within   thirty days of making either a Tax Deduction or any payment required in   connection with that Tax Deduction, the Borrower shall deliver to the Agent   for the Finance Party entitled to the payment original receipts (or certified   copies thereof), or if unavailable, other evidence reasonably satisfactory to   that Finance Party that the Tax Deduction has been made or (as applicable)   any appropriate payment paid to the relevant taxing authority.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
(g)
  	
  
A Treaty   Lender and the Borrower shall co-operate in completing any procedural   formalities necessary for the Borrower to obtain authorisation to make that   payment without a Tax Deduction.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
13.3
  	
  
Tax indemnity
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower   shall (within three Business Days of demand by the Agent upon presentation of   Supporting Documentation) pay to a Protected Party an amount equal to the   loss, liability or cost which that Protected Party determines will be or has   been (directly or indirectly) suffered for or on account of Tax by that   Protected Party in respect of a Finance Document.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Paragraph   (a) above shall not apply:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
with respect   to any Tax assessed on a Finance Party:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(A)
  	
  
under the   law of the jurisdiction in which that Finance Party is incorporated or, if   different, the jurisdiction (or jurisdictions) in which that Finance Party is   treated as resident for tax purposes; or
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(B)
  	
  
under the   law of the jurisdiction in which that Finance Party’s Facility Office is   located in respect of amounts received or receivable in that jurisdiction,
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
if that Tax is imposed on or calculated by   reference to the net income received or receivable (but not any sum deemed to   be received or receivable) by that Finance Party; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
to the   extent a loss, liability or cost:
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(A)
  	
  
is   compensated for by an increased payment under Clause 13.2 (Tax gross-up); or
  




- 26 -










	
  
 
  	
  
 
  	
  
(B)
  	
  
would have   been compensated for by an increased payment under Clause 13.2 (Tax gross-up) but was not so compensated   solely because one of the exclusions in paragraph (d) of Clause 13.2 (Tax gross-up) applied.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  (c)
  	
  
A Protected   Party making, or intending to make, a claim under paragraph (a) above   shall promptly notify the Agent of the event which will give, or has given,   rise to the claim, following which the Agent shall notify the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
A Protected   Party shall, on receiving a payment from the Borrower under this Clause 13.3,   notify the Agent.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
13.4
  	
  
Tax Credit
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If the   Borrower makes a Tax Payment and the relevant Finance Party determines that:
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
a Tax Credit   is attributable either to an increased payment of which that Tax Payment   forms part, or to that Tax Payment; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
that Finance   Party has obtained, utilised and retained that Tax Credit,
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
the Finance Party shall pay an amount to   the Borrower which that Finance Party determines will leave it (after that   payment) in the same after-Tax position as it would have been in had the Tax   Payment not been required to be made by the Borrower.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
13.5
  	
  
Qualifying Lenders
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Each Lender   (including for the avoidance of doubt, any New Lender) either:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
warrants to   the Borrower, on the date it becomes a Lender, that it is a Qualifying Lender   and shall notify promptly the Borrower and the Agent upon becoming aware that   it has ceased to be a Qualifying Lender; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(b)
  	
  
if it is not   able to make the warranty in paragraph (a) above, acknowledges that it   will not benefit from Clause 13.2 (Tax   gross-up) to the extent that the Borrower would not be obliged to   make increased payments to it pursuant to that Clause if such Lender had been   a Qualifying Lender on the date it became a Lender.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
13.6
  	
  
Stamp taxes
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   shall pay and, within three Business Days of demand, indemnify each Finance   Party against any cost, loss or liability that Finance Party incurs in   relation to all stamp duty, registration and other similar Taxes payable in   France in respect of any Finance Document.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  13.7
  	
  
Value added tax
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
All   consideration expressed to be payable under a Finance Document by any Party   to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is   chargeable on any supply made by any Finance Party to any Party in connection   with a Finance Document, that Party shall pay to the Finance Party (in   addition to and at the same time as paying the consideration) an amount equal   to the amount of the VAT.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Where a   Finance Document requires any Party to reimburse a Finance Party for any   costs or expenses, that Party shall also at the same time pay and indemnify   the Finance Party against all VAT incurred by the Finance Party in respect of   the costs or expenses.
  




- 27 - 










	
  
14.
  	
  
INCREASED COSTS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
14.1
  	
  
Increased costs
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Subject to   Clause 14.3 (Exceptions) the   Borrower shall, within ten days of a demand by the Agent, pay for the account   of a Finance Party the amount of any Increased Costs incurred by that Finance   Party or its Holding Company as a result of (i) the introduction of or   any change in (or in the interpretation, administration or application of)   any law or regulation or (ii) compliance with any law or regulation made   after the date of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  (b)
  	
  
In this   Agreement “Increased Costs” means:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
a reduction   in the rate of return from the Facility or on a Finance Party’s (or its   Holding Company) overall capital;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
an   additional or increased cost; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
a reduction   of any amount due and payable under any Finance Document,
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
which is incurred or suffered by a Finance   Party or its Holding Company to the extent that it is attributable to that   Finance Party having entered into its Commitment or funding or performing its   obligations under any Finance Document.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
14.2
  	
  
Increased cost claims
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
A Finance   Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Agent   of the event giving rise to the claim with Supporting Documentation,   following which the Agent shall promptly notify the Borrower of the claim   together with Supporting Documentation.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
14.3
  	
  
Exceptions
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
Clause 14.1   (Increased costs) does not   apply to the extent any Increased Cost is:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
attributable   to a Tax Deduction required by law to be made by the Borrower;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
compensated   for by Clause 13.3 (Tax indemnity)   (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so   compensated solely because any of the exclusions in paragraph (b) of   Clause 13.3 (Tax indemnity)   applied);
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(iii)
  	
  
compensated   for by the payment of the Mandatory Cost;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iv)
  	
  
attributable   to any change in the rate of, or change in the basis of calculating, Tax on   the overall net income of a Finance Party (or the overall net income of a   division or branch of the Finance Party) imposed in the jurisdiction in which   its principal office or Facility Office is located;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(v)
  	
  
attributable   to any negligence or default of the relevant Finance Party including but not   limited to a breach by that Finance Party or Affiliate of any fiscal,   monetary or capital adequacy limit imposed on it by any law or regulation;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(vi)
  	
  
incurred in   respect of any day more than 6 months after the first date on which it   was reasonably practicable for the relevant Finance Party to notify the Agent   thereof; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(vii)
  	
  
attributable   to the implementation of international capital standards in response to the   framework proposals which have been prepared and published by the Basel   Committee on banking supervision on 26 June 2004 (“Basel II Standards”).
  




- 28 - 










	
  
15.
  	
  
OTHER INDEMNITIES
  
	
  
 
  	
  
 
  
	
  
15.1
  	
  
Currency indemnity
  
	
   
  	
  
 
  
	
  
(a)
  	
  
If any sum   due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award   given or made in relation to a Sum, has to be converted from the currency   (the “First Currency”) in which   that Sum is payable into another currency (the “Second Currency”) for the purpose of:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
making or   filing a claim or proof against the Borrower;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
obtaining or   enforcing an order, judgment or award in relation to any litigation or   arbitration proceedings,
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
the Borrower shall as an independent   obligation within 3 Business Days of demand upon presentation of Supporting   Documentation, indemnify to the extent permitted by law each Finance Party to   whom that Sum is due against any cost, loss or liability arising out of or as   a result of the conversion including any discrepancy between (A) the   rate of exchange used to convert that Sum from the First Currency into the   Second Currency and (B) the rate or rates of exchange available to that   person at the time of its receipt of that Sum.
  
	
  
 
  	
  
 
  
	
  
(b)
  	
  
The Borrower   waives any right it may have in any jurisdiction to pay any amount under the   Finance Documents in a currency or currency unit other than that in which it   is expressed to be payable.
  
	
  
 
  	
  
 
  
	
  
15.2
  	
  
Other indemnities
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   shall, within three Business Days of demand upon presentation of Supporting   Documentation, indemnify each Finance Party against any cost, loss or   liability incurred by that Finance Party as a result of:
  
	
   
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
the   occurrence of any Event of Default;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
a failure by   the Borrower to pay any amount due under a Finance Document on its due date,   including without limitation, any cost, loss or liability arising as a result   of Clause 26 (Sharing among the Finance   Parties);
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
funding, or   making arrangements to fund, its participation in a Loan requested by the   Borrower in a Utilisation Request but not made by reason of the operation of   any one or more of the provisions of this Agreement (other than by reason of   default or negligence by that Finance Party alone); or
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(d)
  	
  
a Loan (or   part of a Loan) not being prepaid in accordance with a notice of prepayment   given by the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
15.3
  	
  
Indemnity to the Agent
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   shall promptly indemnify the Agent upon presentation of Supporting   Documentation against any cost, loss or liability incurred by the Agent   (acting reasonably) as a result of:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
investigating   any event which it reasonably believes is an Event of Default; or
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(b)
  	
  
entering   into or performing any foreign exchange contract for the purposes of   paragraph (b) of Clause 27.9 (Change   of currency); or
  




- 29 - 










	
  
 
  	
  
(c)
  	
  
acting or   relying on any notice, request or instruction which it reasonably believes to   be genuine, correct and appropriately authorised.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
15.4
  	
  
Acquisition Financing Indemnity
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   shall, within three Business Days of demand upon presentation of Supporting   Documentation, indemnify each Finance Party, each of their respective   Affiliates and each of their respective directors, officers, employees or   agents (each, to the extent acting in its capacity as a Finance Party or, as   the case may be, in connection with the role of the relevant Finance Party as   a Finance Party, an “Indemnified Party”)   against any cost, expense, loss or liability (including legal fees) incurred   by that Indemnified Party (otherwise than by reason of the gross negligence   or wilful misconduct of that Indemnified Party) related to, arising out of or   in connection with:
  
	
   
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
the   Acquisition (whether or not made);
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
any   Indemnified Party financing or refinancing, or agreeing to finance or   refinance, any acquisition of any Shares by the Borrower or any person acting   in concert with the Borrower; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
the use of   proceeds of any Loan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
16.
  	
  
MITIGATION BY THE LENDERS
  
	
   
  	
  
 
  
	
  
16.1
  	
  
Mitigation
  
	
  
 
  	
  
 
  
	
  
(a)
  	
  
Each Finance   Party shall, in consultation with the Borrower, take all reasonable steps to   mitigate or remove any circumstances which arise and which would result in   any amount becoming payable under or pursuant to Clause 13 (Tax gross-up and indemnities) or Clause   14 (Increased costs) or   cancelled pursuant to Clause 8.1 (Illegality)   including (but not limited to) transferring its rights and obligations under   the Finance Documents to another bank or financial institution acceptable to   the Borrower or to an Affiliate or a Facility Office in another jurisdiction.
  
	
  
 
  	
  
 
  
	
  
(b)
  	
  
Paragraph   (a) above does not in any way limit the obligations of the Borrower   under the Finance Documents.
  
	
  
 
  	
  
 
  
	
  
16.2
  	
  
Limitation of liability
  
	
   
  	
  
 
  
	
  
(a)
  	
  
The Borrower   shall indemnify each Finance Party for all costs and expenses reasonably   incurred by that Finance Party as a result of steps taken by it under Clause   16.1 (Mitigation).
  
	
  
 
  	
  
 
  
	
  
(b)
  	
  
A Finance   Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that   Finance Party (acting reasonably), to do so might be prejudicial to it.
  
	
  
 
  	
  
 
  
	
  
17.
  	
  
COSTS AND EXPENSES
  
	
  
 
  	
  
 
  
	
  
17.1
  	
  
Transaction expenses
  
	
  
 
  	
  
 
  
	
   
  	
  
Subject to   any limit agreed prior to the date of this Agreement between the Borrower and   the Mandated Lead Arrangers, the Borrower shall promptly on demand pay the   Agent and the Mandated Lead Arrangers (upon presentation of Supporting Documentation)   the amount of all costs and expenses (including legal fees) reasonably   incurred by any of them in connection with the negotiation, preparation,   printing, execution and syndication of:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
this   Agreement and any other documents referred to in this Agreement; and
  




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(b)
  	
  
any other   Finance Documents executed after the date of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  17.2
  	
  
Amendment costs
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If   (a) the Borrower requests an amendment, waiver or consent or (b) an   amendment is required pursuant to Clause 27.9 (Change of currency), the Borrower shall, within three   Business Days of demand, reimburse the Agent upon presentation of Supporting   Documentation for the amount of all costs and expenses (including legal fees)   reasonably incurred by the Agent in responding to, evaluating, negotiating or   complying with that request or requirement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
17.3
  	
  
Enforcement costs
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   shall, within three Business Days of demand and upon presentation of   supporting documentation, pay to each Finance Party the amount of all costs   and expenses (including legal fees) incurred by that Finance Party in   connection with the enforcement of, or the preservation of any rights under,   any Finance Document.
  



- 31 -











SECTION 7


REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

	
  
18.
  	
  
REPRESENTATIONS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   makes the representations and warranties set out in this Clause 18 to each   Finance Party on the date of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
18.1
  	
  
Status
  
	
  
 
  	
  
 
  	
  
 
  
	
  (a)
  	
  
It is a   corporation, duly incorporated and validly existing under the law of its   jurisdiction of incorporation.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
It has the   power to own its assets and carry on its business as it is being conducted.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
18.2
  	
  
Binding obligations
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The   obligations expressed to be assumed by it in each Finance Document are,   subject to any general principles of law limiting its obligations which are   specifically referred to in any legal opinion delivered pursuant to Clause 4   (Conditions Precedent), legal,   valid, binding and enforceable obligations.
  
	
  
 
  	
  
 
  	
  
 
  
	
  18.3
  	
  
Non-conflict with other obligations
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The entry   into and performance by it of, and the transactions contemplated by, the   Finance Documents do not and will not conflict with:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
any law or   regulation applicable to it;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
its   constitutional documents; or
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(c)
  	
  
any   agreement or instrument binding upon it or any of its assets.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
18.4
  	
  
Power and authority
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
It has the   power to enter into, perform and deliver, and has taken all necessary action   to authorise its entry into, performance and delivery of, the Finance   Documents and the transactions contemplated by those Finance Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
18.5
  	
  
Validity
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
All   Authorisations required or desirable to enable it lawfully to enter into,   exercise its rights and comply with its obligations in the Finance Documents   have been obtained or effected and are in full force and effect.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
18.6
  	
  
No filing or stamp taxes
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Under the   law of its jurisdiction of incorporation it is not necessary that the Finance   Documents be filed, recorded or enrolled with any court or other authority in   that jurisdiction or that any stamp, registration or similar tax (other than   a nominal stamp duty, droit de timbre de   dimension) be paid on or in relation to the Finance Documents or   the transactions contemplated by the Finance Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
18.7
  	
  
No default
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
No Event of   Default is continuing or would result from the making of any Utilisation.
  




- 32 - 










	
  
18.8
  	
  
No misleading information
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Any factual   information provided by the Borrower for the purposes of the Information   Package was true and accurate in all material respects as at the date it was   provided or as at the date (if any) at which it is stated.
  
	
  
 
  	
  
 
  
	
  
18.9
  	
  
Financial statements
  
	
   
  	
  
 
  
	
  
(a)
  	
  
Its Original   Financial Statements were prepared in accordance with GAAP consistently   applied.
  
	
  
 
  	
  
 
  
	
  
(b)
  	
  
Its Original   Financial Statements fairly represent its, and its consolidated, financial   condition and operations as at the end of and for the relevant financial   year.
  
	
  
 
  	
  
 
  
	
  
18.10
  	
  
Material Adverse Change
  
	
  
 
  	
  
 
  
	
  
 
  	
  
There has   been no change in the consolidated financial condition of the Group since the   Original Financial Statements which would materially and adversely affect the   ability of the Borrower to perform its payment obligations under the Finance   Documents.
  
	
  
 
  	
  
 
  
	
  18.11
  	
  
Pari passu ranking
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Its payment   obligations under the Finance Documents rank at least pari passu with the claims of all its   other unsecured and unsubordinated creditors, except for obligations   mandatorily preferred by law applying to companies generally.
  
	
  
 
  	
  
 
  
	
  
18.12
  	
  
No proceedings pending or threatened
  
	
  
 
  	
  
 
  
	
  
 
  	
  
No   litigation, arbitration or administrative proceedings of or before any court,   arbitral body or agency which would have a Material Adverse Effect have (to   the best of its knowledge and belief) been started or threatened against the   Borrower or any of its Principal Subsidiaries.
  
	
  
 
  	
  
 
  
	
  
18.13
  	
  
No winding-up or liquidation
  
	
   
  	
  
 
  
	
  
 
  	
  
No   proceedings are pending for the winding-up or the liquidation of the Borrower   or any of the Principal Subsidiaries.
  
	
  
 
  	
  
 
  
	
  
18.14
  	
  
Environmental Laws
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   and its Principal Subsidiaries are in compliance with (consistent with the   manner in which similar businesses operating in the same jurisdiction comply)   all applicable Environmental Laws and Environmental Approvals except where   failure to be so compliant does not have a Material Adverse Effect.
  
	
  
 
  	
  
 
  
	
  
18.15
  	
  
Deduction of Tax
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Subject to   any reservations and qualifications in the legal opinion delivered by   Linklaters in connection with this Agreement, it is not required under the   law of its jurisdiction of incorporation to make any deduction for or on   account of Tax from any payment it may make under any Finance Document.
  
	
   
  	
  
 
  
	
  
18.16
  	
  
The Offer
  
	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Tender   Offer Statement contains all the material terms and conditions of the Offer.
  
	
  
(b)
  	
  
The Borrower   is not in breach of its obligations under Clause 20.10 (The Offer) and (if this representation   and warranty is being made or repeated on the date of a Utilisation Request   or a Utilisation Date) no such breach will result from the making or   application of the relevant Loan.
  




- 33 -










	
  
18.17
  	
  
Repetition
  
	
  
 
  	
  
 
  	
  
 
  
	
  (a)
  	
  
The   Repeating Representations are deemed to be made by the Borrower by reference   to the facts and circumstances then existing on the date of each Utilisation   Request.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The   representation and warranty in Clause 18.8 (No   misleading information) shall only be made on the issue of the   Information Package and on the date of any Transfer Agreement entered into on   or prior to the Syndication Date.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
19.
  	
  
INFORMATION UNDERTAKINGS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The   undertakings in this Clause 19 remain in force from the date of this   Agreement for so long as any amount is outstanding under the Finance   Documents or any Commitment is in force.
  
	
   
  	
  
 
  	
  
 
  
	
  
19.1
  	
  
Financial statements
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   shall supply to the Agent in sufficient copies for all the Lenders:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
as soon as   the same become available, but in any event within 180 days after the   end of each of its financial years, its audited consolidated and   non-consolidated financial statements for that financial year; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
as soon as   the same become available, but in any event within 90 days after the end   of each half of each of its financial years, its consolidated financial   statements for that financial half year.
  
	
   
  	
  
 
  	
  
 
  
	
  
19.2
  	
  
Requirements as to financial statements
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   shall procure that each set of financial statements delivered pursuant to   Clause 19.1 (Financial statements)   is prepared using GAAP.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
19.3
  	
  
Information: miscellaneous
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   shall supply to the Agent (in sufficient copies for all the Lenders, if the   Agent so requests):
  
	
   
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
all   documents dispatched by the Borrower to its shareholders (or any class of   them) or its creditors generally at the same time as they are dispatched; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
as soon as   reasonably practicable and subject to any duty of confidentiality binding on   it, such further information regarding the financial condition, business and   operations of the Group as any Finance Party (through the Agent) may reasonably   request.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
19.4
  	
  
Notification of default
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower   shall notify the Agent of any event specified in Clauses 21.2 (Disposals) to 21.11 (Proceedings) (and the steps, if any,   being taken to remedy it) promptly upon becoming aware of its occurrence.
  
	
   
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Promptly   upon a request by the Agent, the Borrower shall supply to the Agent a   certificate signed by an authorised officer on its behalf certifying that no   Event of Default is continuing (or if an Event of Default is continuing,   specifying the Event of Default and the steps, if any, being taken to remedy   it).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
19.5
  	
  
Use of Websites
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower   may satisfy its obligation under this Agreement to deliver any information in   relation to those Lenders (the “Website   Lenders”) who accept this method of communication
  




- 34 - 










	
   
  	
  
by posting   this information onto an electronic website designated by the Borrower and   the Agent (the “Designated Website”)   if:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
the Agent   expressly agrees (after consultation with each of the Lenders) that it will   accept communication of the information by this method;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
both the   Borrower and the Agent are aware of the address of and any relevant password   specifications for the Designated Website; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
the   information is in a format previously agreed between the Borrower and the   Agent.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
If any   Lender (a “Paper Form Lender”)   does not agree to the delivery of information electronically then the Agent   shall notify the Borrower accordingly and the Borrower shall supply the   information to the Agent (in sufficient copies for each Paper   Form Lender) in paper form. In any event the Borrower shall supply the   Agent with at least one copy in paper form of any information required to be   provided by it.
  
	
  
 
  	
  
 
  
	
  
(b)
  	
  
The Agent   shall supply each Website Lender with the address of and any relevant   password specifications for the Designated Website following designation of   that website by the Borrower and the Agent.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
The Borrower   shall promptly upon becoming aware of its occurrence notify the Agent if:
  
	
  
 
  	
  
 
  
	
   
  	
  
(i)
  	
  
the   Designated Website cannot be accessed due to technical failure;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
the password   specifications for the Designated Website change; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
any existing   information which has been provided under this Agreement and posted onto the   Designated Website is amended.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If the   Borrower notifies the Agent under paragraph (c)(i) above, all information to   be provided by the Borrower under this Agreement after the date of that   notice shall be supplied in paper form unless and until the Agent and each   Website Lender is satisfied that the circumstances giving rise to the   notification are no longer continuing.
  
	
   
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
Any Website   Lender may request, through the Agent, one paper copy of any information   required to be provided under this Agreement which is posted onto the   Designated Website. The Borrower shall comply with any such request within   ten Business Days.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
19.6
  	
  
”Know your customer” checks
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
If:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
the   introduction of or any change in (or in the interpretation, administration or   application of) any law or regulation made after the date of this Agreement;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
any change   in the status of the Borrower after the date of this Agreement; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
a proposed   assignment or transfer by a Lender of any of its rights and obligations under   this Agreement to a party that is not a Lender prior to such assignment or   transfer,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
obliges the   Agent or any Lender (or, in the case of paragraph (iii) above, any   prospective new Lender) to comply with “know your customer” or similar   identification procedures in circumstances where the necessary information is   not already available to it, the Borrower shall promptly upon the request of   the Agent or any Lender supply, or procure the supply of, such documentation   and other evidence as is reasonably requested by the Agent (for itself or on   behalf
  



- 35 -










	
  
 
  	
  
of any Lender) or any   Lender (for itself or, in the case of the event described in paragraph   (iii) above, on behalf of any prospective new Lender) in order for the   Agent, such Lender or, in the case of the event described in paragraph   (iii) above, any prospective new Lender to carry out and be satisfied it   has complied with all necessary “know your customer” or other similar checks   under all applicable laws and regulations pursuant to the transactions   contemplated in the Finance Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Each Lender shall promptly   upon the request of the Agent supply, or procure the supply of, such   documentation and other evidence as is reasonably requested by the Agent (for   itself) in order for the Agent to carry out and be satisfied it has complied   with all necessary “know your customer” or other similar checks under all   applicable laws and regulations pursuant to the transactions contemplated in   the Finance Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  19.7
  	
  
The Offer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower will promptly   deliver to the Agent enough copies for the Lenders of the Tender Offer   Statement which the Borrower (acting reasonably) thinks it should not be   prejudicial for it to disclose.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The Borrower will promptly   deliver to the Agent enough copies for the Lenders of any other document filed   with the Securities and Exchange Commission.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
The Borrower will promptly   deliver to the Agent for distribution to the Lenders other information (in   reasonable detail) relating to the status and progress of the Acquisition.
  
	
  
 
  	
  
 
  	
  
 
  
	
  20.
  	
  
GENERAL   UNDERTAKINGS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The undertakings in this   Clause 20 remain in force from the date of this Agreement for so long as any   amount is outstanding under the Finance Documents or any Commitment is in   force.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
20.1
  	
  
Authorisations
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower shall   promptly:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
obtain, comply with and do   all that is necessary to maintain in full force and effect; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
supply certified copies to   the Agent of,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
any Authorisation required   under any law or regulation of its jurisdiction of incorporation to enable it   to lawfully and validly perform its obligations under the Finance Documents
  
	
  
 
  	
  
 
  
	
  
20.2
  	
  
Compliance   with laws
  
	
  
 
  	
  
 
  
	
   
  	
  
The Borrower and its   Principal Subsidiaries shall comply in all respects with all laws to which it   may be subject, if failure so to comply would materially impair its ability   to perform its obligations under the Finance Documents.
  
	
  
 
  	
  
 
  
	
  
20.3
  	
  
Negative   pledge
  
	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower shall not   (and shall ensure that none of its Principal Subsidiaries will) create or   permit to subsist any Security over any of its assets.
  
	
  
 
  	
  
 
  
	
  
(b)
  	
  
Paragraphs (a) above   does not apply to:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
Any Security (as renewed   or granted again in the context of a refinancing of the relevant Financial   Indebtedness) existing on 31 December 2004 as disclosed in the Original   Financial Statements together with any Security created by the Borrower or   any of its
  



- 36 -











	
  
 
  	
  
 
  	
  
Principal Subsidiaries in   the period between the date of the Original Financial Statements and the date   of this Agreement to the extent that the aggregate amount secured during that   period does not exceed 10 per cent. of the amount disclosed on 31   December 2004;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
any lien arising by   operation of law and in the ordinary course of business;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(iii)
  	
  
any Security existing (as   renewed or granted again in the context of a refinancing of the relevant   Financial Indebtedness) over any asset acquired by a member of the Group   after the date of this Agreement if:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(A)
  	
  
the Security was not   created in contemplation of the acquisition of that asset by a member of the   Group; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(B)
  	
  
the principal amount   secured has not been increased in contemplation of or since the acquisition   of that asset by a member of the Group;
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iv)
  	
  
any Security existing (as   renewed or granted again in the context of a refinancing of the relevant   Financial Indebtedness) over any asset of any company which becomes a   Principal Subsidiary after the date of this Agreement, where the Security is   created prior to the date on which that company becomes a member of the   Group, if:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(A)
  	
  
the Security was not   created in contemplation of the acquisition of that company; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(B)
  	
  
the principal amount   secured has not increased in contemplation of or since the acquisition of   that company;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(v)
  	
  
any Security created   pursuant to any Finance Document;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(vi)
  	
  
any Security which secures   indebtedness provided by Supranational or International Development   Institutions which pursuant to their usual practices requires such Security;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(vii)
  	
  
any Security over assets   to be built, developed or acquired and securing Financial Indebtedness or any   guarantee of Financial Indebtedness incurred or granted for the purpose of   financing the cost of the building, developing or acquiring such assets   (including Security with respect to Project Financings).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(viii)
  	
  
any tax related or other   Security arising by operation of law if such Security is removed or   discharged within 45 days after the date it is created or the validity   of the amount of such security or the sum secured by such Security is being   contested in good faith and by appropriate proceedings.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ix)
  	
  
any Security required by   any tax or customs administration in the ordinary course of business of the   relevant members of the Group.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(x)
  	
  
Any Security over cash or   securities deposited with any bank, financial institution, stock exchange or   clearing house with which any member of the Group enters into a back to back,   foreign exchange, swap or derivative transaction in each case which is in the   ordinary course of business and in relation to which the relevant bank,   financial institution, stock exchange or clearing house requires such cash or   securities to be deposited and such Security to be granted as a condition of   entering into such transaction.
  




- 37 -










	
  
 
  	
  
(xi)
  	
  
any Security securing   indebtedness the principal amount of which (when aggregated with the   principal amount of any other indebtedness which has the benefit of Security   given by the Borrower or any Principal Subsidiary other than any permitted   under paragraphs (i) to (ix) above) does not exceed €300,000,000 (or its equivalent in another   currency or currencies).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(xii)
  	
  
any Security to which the   Majority Lenders have given their prior, written consent.
  
	
  
 
  	
  
 
  
	
  
20.4
  	
  
Disposals
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower shall not   (and shall ensure that no other member of the Group will) sell, transfer or   otherwise dispose in any way of all or substantially all of the consolidated   assets of the Group.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  (b)
  	
  
Paragraph (a) above   does not apply to any sale, transfer or other disposal:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
made to another member of   the Group; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
which would not have a   Material Adverse Effect.
  
	
  
 
  	
  
 
  
	
  
20.5
  	
  
Merger
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower shall not   (and shall ensure that none of its Principal Subsidiaries will) enter into   any amalgamation, demerger, merger or corporate reconstruction without the   consent of the Majority Lenders unless (i) it is with an Affiliate of   the Borrower or (ii) the Borrower would remain the surviving legal   entity and (in the opinion of the Majority Lenders) its creditworthiness is   not materially weaker.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
20.6
  	
  
Change of   business
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower shall procure   that no substantial change is made to the general nature of the business of   the Group taken as a whole from that carried on at the date of this   Agreement.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
20.7
  	
  
Insurance
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
The Borrower shall (and   shall ensure that each of its Principal Subsidiaries will) maintain   insurances on and in relation to its business and assets consistent with the   manner in which companies located in the same or a similar location and   carrying on a similar business, are usually insured except where failure to   maintain such insurance does not have a Material Adverse Effect.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
20.8
  	
  
Environmental   Undertakings
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower and its   Principal Subsidiaries shall comply (consistent with the manner in which   similar businesses operating in the relevant jurisdiction comply) with:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
all applicable   Environmental Laws; and
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
the terms of all   Environmental Approvals necessary for the ownership and operation of its   facilities and businesses as owned and operated from time to time,
  
	  
	  

	
  
 
  	
  
if failure to do so would   have a Material Adverse Effect.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
20.9
  	
  
Pari   Passu
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower shall ensure   that its payment obligations under the Finance Documents rank at least pari passu with the claims of all its   other unsecured and unsubordinated creditors, except for obligations   mandatorily preferred by law applying to companies generally.
  



- 38 -










	
  
20.10
  	
  
The Offer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower shall (and   shall procure that each Subsidiary will) comply with the rules of the New   York Stock Exchange, the Securities and Exchange Commission, the Securities   Exchange Act of 1934 and all other applicable laws in all respects material   in the context of the Acquisition.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The Borrower shall not   without the consent of the Mandated Lead Arrangers (as at the date of this   Agreement):
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(i)
  	
  
increase the price offered   or paid for the Shares from that described in the resolution of the board (conseil d’administration) delivered to   the Mandated Lead Arrangers under Clause 4.1 (Conditions precedent to signing) (provided that the   consent of the Mandated Lead Arrangers shall not be given if such increase is   in their sole opinion considered material in the context of the Group); or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
issue or allow to be   issued on its behalf any press release or other publicity which refers to the   Facility or any Finance Party unless the publicity is required by law, or any   stock exchange. In that case the Borrower shall notify the Mandated Lead   Arrangers as soon as practicable upon becoming aware of the requirement,   shall consult with the Mandated Lead Arrangers on the terms of the reference   and shall have regard to any timely comments of the Mandated Lead Arrangers.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
21.
  	
  
EVENTS OF   DEFAULT
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
Each of the events or   circumstances set out in this Clause 21 is an Event of Default.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
21.1
  	
  
Non-payment
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower does not pay   on the due date any amount payable pursuant to a Finance Document (except an amount   the non-payment of which requires the Borrower to make a prepayment under   Clause 8.6 (Mandatory prepayment and   cancellation in relation to a single Lender) at the place at and   in the currency in which it is expressed to be payable unless:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
payment is made within 3   Business Days after notice of the non-payment by the Agent in respect of   amounts of principal, interest or fees due to the Lenders, or
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
payment is made within 10   Business Days of notice of non-payment by the Agent in respect of any other   fees or amounts.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
21.2
  	
  
Disposals
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower does not   comply with Clause 20.4 (Disposals).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
21.3
  	
  
Other   obligations
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower does not   comply with any provision of the Finance Documents (other than those referred   to in Clause 21.1 (Non-payment)   or Clause 21.2 (Disposals))   subject to a grace period of 30 days after the earlier of the date   (i) on which the Agent gives notice to the Borrower or (ii) on   which the Borrower has become aware of the failure to comply.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
21.4
  	
  
Misrepresentation
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Any representation or   statement made or deemed to be made by the Borrower in the Finance Documents   or any other document delivered by or on behalf of the Borrower under or in   connection with any Finance Document is or proves to have been incorrect or   misleading in any material respect when made or deemed to be made and remains   unremedied for 30 days after
  




- 39 -











	
  
 
  	
  
the earlier of the date   (i) on which the Agent gives notice and (ii) on which the Borrower   has become aware of the misrepresentation.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
21.5
  	
  
Cross   default
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Any Financial Indebtedness   of the Borrower and its Principal Subsidiaries is not paid when due nor   within any originally applicable grace period.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Any Financial Indebtedness   of the Borrower and its Principal Subsidiaries is declared to be or is   otherwise made due and payable prior to its specified maturity as a result of   an event of default (however described).
  
	
   
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
No Event of Default will   occur under this Clause 21.5 if (i) the aggregate amount of Financial   Indebtedness falling within paragraphs (a) and (b) above is less   than Euro 50,000,000 (or its equivalent in any other currency or currencies)   or (ii) the payment or occurrence of the event concerned is being contested   in good faith and by appropriate proceedings or (iii) the relevant   circumstances that gave rise to the events in paragraph (a) or (b) are   due to a Force Majeure Event and those relevant circumstances would not have   a Material Adverse Effect or (iv) the event specified in paragraph   (a) or (b) relates to Project Financing.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
21.6
  	
  
Insolvency
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower or any of its   Principal Subsidiaries is unable or formally admits inability to pay its   debts as they fall due, suspends making payments on any of its debts or, by   reason of actual or anticipated financial difficulties, commences   negotiations with one or more of its creditors with a view to rescheduling   any of its indebtedness.
  
	
   
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The Borrower or any of its   Principal Subsidiaries which conducts business in France is in a state of cessation des paiements, or the Borrower   or any of its Principal Subsidiaries becomes insolvent for the purpose of any   insolvency law.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
A moratorium is declared   in respect of any indebtedness of the Borrower or any of its Principal   Subsidiaries.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
21.7
  	
  
Insolvency   proceedings
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Any corporate action,   legal proceedings or other procedure or step is taken in relation to:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
the suspension of   payments, a moratorium of any indebtedness, winding-up, dissolution,   administration or reorganisation (by way of voluntary arrangement, scheme of   arrangement or otherwise) of the Borrower or any of its Principal   Subsidiaries other than a solvent liquidation or reorganisation of the   Borrower or any of its Principal Subsidiaries;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
a composition, assignment   or arrangement with any creditor of the Borrower or any of its Principal   Subsidiaries; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
the appointment of a   liquidator (other than in respect of a solvent liquidation of the Borrower or   any of its Principal Subsidiaries), receiver, administrator, administrative   receiver, compulsory manager or other similar officer in respect of the   Borrower or any of its Principal Subsidiaries or any of its assets,
  
	
   
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The Borrower or any of its   Principal Subsidiaries commences proceedings for règlement amiable in accordance with articles L. 611-3 to   L. 611-6 of the French Code de Commerce.
  




- 40 -










	
  
(c)
  	
  
A judgement for redressement judiciaire, cession totale de l’entreprise or liquidation judiciaire is entered in   relation to the Borrower or any of its Principal Subsidiaries under articles   L. 620-1 to L. 628-3 of the French Code de   Commerce.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
or any analogous procedure   or step is taken in any jurisdiction.
  
	
   
  	
  
 
  	
  
 
  
	
  
21.8
  	
  
Creditors’   process
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Any of the enforcement   proceedings provided for in French law no. 91-650 of 9 July 1991, or any   expropriation, attachment, sequestration, distress or execution affects any   asset or assets of the Borrower or a Principal Subsidiary and is not discharged   within 10 Business Days.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
21.9
  	
  
Invalidity   or Repudiation
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Any of the Finance   Documents ceases to be in full force and effect in any material respect or   shall cease to constitute the legal, valid and binding obligations of the   Borrower.
  
	
   
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The Borrower repudiates,   or states in writing an intention to repudiate, any Finance Document.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
21.10
  	
  
Cessation   of Business
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower or any   Principal Subsidiary ceases to carry on its or substantially all of its   business and which would have a Material Adverse Effect.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
21.11
  	
  
Proceedings
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
Any litigation,   arbitration or administration proceedings of or before any court, arbitral   body or agency are commenced against the Borrower or a Principal Subsidiary   which would have a Material Adverse Effect.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
21.12
  	
  
Acceleration
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Subject to Clause (4.6 (Certain Funds Period), on and at any   time after the occurrence of an Event of Default the Agent may declare that   an Event of Default has occurred and may without mise en demeure or any other judicial or extra-judicial   step, and shall if so directed by the Majority Lenders, by notice to the   Borrower but subject to the mandatory provisions of articles L.620-1 to   L.628-3 of the French Code de Commerce:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
cancel the Total   Commitments whereupon they shall immediately be cancelled; and/or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
declare that all or part   of the Loans, together with accrued interest, and all other amounts accrued   or outstanding under the Finance Documents be immediately due and payable,   whereupon they shall become immediately due and payable.
  




- 41 -











SECTION 8


CHANGES TO PARTIES

	
  
22.
  	
  
CHANGES   TO THE LENDERS
  
	
  
 
  	
  
 
  	
  
 
  
	
  22.1
  	
  
Assignments   and transfers by the Lenders
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Subject to Clause 22.2, a   Lender (the “Existing Lender”)   may:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
assign any of its rights;   or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
transfer any of its rights   and obligations (including without limitation such as relate to that Lender’s   participation in each Loan and its Commitment until the applicable Final   Maturity Date),
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
to another bank or financial   institution which is regularly engaged in or established for the purpose of   making, purchasing or investing in loans, securities or other financial   assets (the “New Lender”).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The consent of the Finance   Parties is hereby given to a transfer by an Existing Lender to a New Lender.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
22.2
  	
  
Conditions   of assignment or transfer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The consent of the   Borrower is required for an assignment or transfer by a Lender unless:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
the assignment or transfer   is to another Lender or an Affiliate of a Lender;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
the assignation or   transfer is made as part of the syndication of the Facility on or prior to   the Syndication Date but the Mandated Lead Arrangers will consult with the   Borrower prior to commencement of syndication, as to the identity of the   proposed Lenders;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
an Event of Default is   continuing; or
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(iv)
  	
  
the short term credit   rating of the New Lender is at least A1 or P1,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
the Agent shall notify the   Borrower of such assignment or transfer within 3 Business Days of being   notified of such assignment or transfer by the relevant Existing Lender.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The consent of the   Borrower to an assignment or transfer must not be unreasonably withheld or   delayed. The Borrower will be deemed to have given its consent five Business   Days after it receives notification that the Lender has requested it unless   consent is expressly refused by the Borrower within that time.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
An assignment will only be   effective on:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
receipt by the Agent of   written confirmation from the New Lender (in form and substance satisfactory   to the Agent) that the New Lender has become entitled to the same rights and   will assume the same obligations to the other Finance Parties as it would   have been under if it was an Original Lender; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
performance by the Agent   of all “know your customer” or other checks relating to any person that it is   required to carry out in relation to such assignment to a New Lender, the   completion of which the Agent shall promptly notify to the Existing Lender   and the New Lender.
  




- 42 -










	
  
(d)
  	
  
A transfer will only be   effective if the procedure set out in Clause 22.5 (Procedure for transfer) is complied with.
  
	
   
  	
  
 
  	
  
 
  
	
  
(e)
  	
  
If:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
a Lender assigns or   transfers any of its rights or obligations under the Finance Documents or   changes its Facility Office; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
as a result of   circumstances existing at the date the assignment, transfer or change occurs,   the Borrower would be obliged to make a payment to the New Lender or Lender   acting through its new Facility Office under Clause 13 (Tax gross-up and indemnities) or Clause   14 (Increased Costs),
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
then the New Lender or   Lender acting through its new Facility Office is only entitled to receive   payment under those Clauses to the same extent as the Existing Lender or   Lender acting through its previous Facility Office would have been if the   assignment, transfer or change had not occurred.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(f)
  	
  
Paragraph (e) above   and Clause 22.3 (Assignment or transfer   fee) shall not apply to any assignment or transfer referred to in   paragraph (a)(ii) above.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
22.3
  	
  
Assignment   or transfer fee
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The New Lender shall, on   the date upon which an assignment or transfer takes effect, pay to the Agent   (for its own account) a fee of € 2,000.
  
	
   
  	
  
 
  	
  
 
  
	
  
22.4
  	
  
Limitation   of responsibility of Existing Lenders
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Unless expressly agreed to   the contrary, an Existing Lender makes no representation or warranty and   assumes no responsibility to a New Lender for:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
the legality, validity,   effectiveness, adequacy or enforceability of the Finance Documents or any   other documents;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
the financial condition of   the Borrower;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
the performance and   observance by the Borrower of its obligations under the Finance Documents or   any other documents; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iv)
  	
  
the accuracy of any   statements (whether written or oral) made in or in connection with any   Finance Document or any other document,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
and any representations or   warranties implied by law are excluded.
  
	
  
 
  	
  
 
  	
  
 
  
	
  (b)
  	
  
Each New Lender confirms   to the Existing Lender and the other Finance Parties that it:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
has made (and shall   continue to make) its own independent investigation and assessment of the   financial condition and affairs of the Borrower and its related entities in   connection with its participation in this Agreement and has not relied   exclusively on any information provided to it by the Existing Lender in   connection with any Finance Document; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
will continue to make its   own independent appraisal of the creditworthiness of the Borrower and its   related entities whilst any amount is or may be outstanding under the Finance   Documents or any Commitment is in force.
  
	
  
 
  	
  
 
  	
  
 
  
	
  (c)
  	
  
Nothing in any Finance   Document obliges an Existing Lender to:
  




- 43 -










	
  
 
  	
  
(i)
  	
  
accept a re-transfer from   a New Lender of any of the rights and obligations assigned or transferred   under this Clause 22; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
support any losses   directly or indirectly incurred by the New Lender by reason of the non-performance   by the Borrower of its obligations under the Finance Documents or otherwise.
  
	
  
 
  	
  
 
  	
  
 
  
	
  22.5
  	
  
Procedure   for transfer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Subject to the conditions   set out in Clause 22.2 (Conditions of   assignment or transfer) a transfer is effected in accordance with   paragraph (b) below when the Agent executes an otherwise duly completed   Transfer Agreement delivered to it by the Existing Lender and the New Lender.   The Agent shall, as soon as reasonably practicable after receipt by it of a   duly completed Transfer Agreement appearing on its face to comply with the   terms of this Agreement and delivered in accordance with the terms of this   Agreement, execute that Transfer Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
By virtue of the execution   of a Transfer Agreement, as from the Transfer Date:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
to the extent that in the   Transfer Agreement the Existing Lender seeks to transfer its rights and   obligations under the Finance Documents, the Existing Lender shall be   discharged to the extent provided for in the Transfer Agreement from further   obligations towards the Borrower and the other Finance Parties under the   Finance Documents;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
the rights and obligations   of the Existing Lender with respect to the Borrower shall be transferred to   the New Lender, to the extent provided for in the Transfer Agreement;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
the Agent, the Mandated   Lead Arrangers, the New Lender and other Lenders shall have the same rights   and obligations between themselves as they would have had had the New Lender   been an Original Lender with the rights and/or obligations to which it is   entitled and subject as a result of the transfer and to that extent the   Agent, the Mandated Lead Arrangers and the Existing Lender shall each be   released from further obligations to each other under the Finance Documents;   and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iv)
  	
  
the New Lender shall   become a Party as a “Lender”.
  
	
   
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
The Agent shall only be   obliged to execute a Transfer Certificate delivered to it by the Existing   Lender and the New Lender once it is satisfied it has complied with all   necessary “know your customer” or other similar checks under all applicable   laws and regulations in relation to the transfer to such New Lender.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
22.6
  	
  
Disclosure   of information
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Any Lender may disclose to   any of its Affiliates and any other person:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
to (or through) whom that   Lender assigns or transfers (or may potentially assign or transfer) all or   any of its rights and obligations under this Agreement;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
with (or through) whom   that Lender enters into (or may potentially enter into) any sub-participation   in relation to, or any other transaction under which payments are to be made   by reference to, this Agreement or the Borrower; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
to whom, and to the extent   that, information is required to be disclosed by any applicable law or   regulation,
  




- 44 -











	
   
  	
  
any information about the   Borrower, the Group and the Finance Documents as that Lender shall consider   appropriate if, in relation to paragraphs (a) and (b) above, the   person to whom the information is to be given has entered into a Confidentiality   Undertaking. This Clause supersedes any previous agreement relating to the   confidentiality of this information.
  
	
  
 
  	
  
 
  
	
  
23.
  	
  
CHANGES   TO THE BORROWER
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower may not   assign any of its rights or transfer any of its rights or obligations under the   Finance Documents.
  
	
  
 
  	
  
 
  




- 45 -











SECTION 9


THE FINANCE PARTIES

	
  24.
  	
  
ROLE OF   THE AGENT AND THE MANDATED LEAD ARRANGERS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
24.1
  	
  
Appointment   of the Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Each other Finance Party   appoints the Agent to act as its agent under and in connection with the   Finance Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Each other Finance Party   authorises the Agent to exercise the rights, powers, authorities and   discretions specifically given to the Agent under or in connection with the   Finance Documents together with any other incidental rights, powers,   authorities and discretions.
  
	
  
 
  	
  
 
  	
  
 
  
	
  24.2
  	
  
Duties of   the Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Agent shall promptly   forward to a Party the original or a copy of any document which is delivered   to the Agent for that Party by any other Party.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Except where a Finance   Document specifically provides otherwise, the Agent is not obliged to review   or check the adequacy, accuracy or completeness of any document it forwards   to another Party.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
If the Agent receives   notice from a Party referring to this Agreement, describing an Event of   Default and stating that the circumstance described is an Event of Default,   it shall promptly notify the Finance Parties.
  
	
   
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
If the Agent is aware of   the non-payment of any principal, interest, commitment fee or other fee   payable to a Finance Party (other than the Agent or the Mandated Lead   Arrangers) under this Agreement it shall promptly notify the other Finance   Parties.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(e)
  	
  
The Agent’s duties under   the Finance Documents are solely mechanical and administrative in nature.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
24.3
  	
  
Role of   the Mandated Lead Arrangers
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Except as specifically   provided in the Finance Documents, the Mandated Lead Arrangers has no   obligations of any kind to any other Party under or in connection with any   Finance Document.
  
	
   
  	
  
 
  	
  
 
  
	
  
24.4
  	
  
No   fiduciary duties
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Nothing in this Agreement   constitutes the Agent or the Mandated Lead Arrangers as a trustee or   fiduciary of any other person.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Neither the Agent nor the   Mandated Lead Arrangers shall be bound to account to any Lender for any sum   or the profit element of any sum received by it for its own account.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
24.5
  	
  
Business   with the Group
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Agent and the Mandated   Lead Arrangers may accept deposits from, lend money to and generally engage   in any kind of banking or other business with any member of the Group.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
24.6
  	
  
Rights   and discretions of the Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Agent may rely on:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
any representation, notice   or document believed by it to be genuine, correct and appropriately   authorised; and
  



- 46 -










 


	  
	 (ii)
	 any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

	  
	  
	  

	 (b)
	 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

	  
	  
	  

	  
	 (i)
	 no Event of Default has occurred (unless it has actual knowledge of an Event of Default arising under Clause 21.1 (Non-payment)); and

	 
	  
	  

	  
	 (ii)
	 any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.

	  
	  
	  

	 (c)
	 The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

	  
	  
	  

	 (d)
	 The Agent may act in relation to the Finance Documents through its personnel and agents.

	  
	  
	  

	 (e)
	 The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

	 
	  
	  

	 (f)
	 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Mandated Lead Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

	  
	  
	  

	 24.7
	 Majority Lenders’ instructions

	  
	  
	  

	 (a)
	 Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

	 
	  
	  

	 (b)
	 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

	  
	  
	  

	 (c)
	 The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

	  
	  
	  

	 (d)
	 In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

	  
	  
	  

	(e)
	 The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document, without having first obtained the Lender’s authority to act on its behalf in those proceedings.



- 47 -









	
  
24.8
  	
  
Responsibility   for documentation
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Neither the Agent nor the   Mandated Lead Arrangers:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
is responsible for the   adequacy, accuracy and/or completeness of any information (whether oral or   written) supplied by the Agent, the Mandated Lead Arrangers, the Borrower or   any other person given in or in connection with any Finance Document or the   Information Package; or
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
is responsible for the   legality, validity, effectiveness, adequacy or enforceability of any Finance   Document or any other agreement, arrangement or document entered into, made   or executed in anticipation of or in connection with any Finance Document.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
24.9
  	
  
Exclusion   of liability
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Without limiting paragraph   (b) below, the Agent will not be liable for any action taken by it under   or in connection with any Finance Document, unless directly caused by its   gross negligence or wilful misconduct.
  
	
  
 
  	
  
 
  	
  
 
  
	
  (b)
  	
  
No Party (other than the   Agent) may take any proceedings against any officer, employee or agent of the   Agent in respect of any claim it might have against the Agent or in respect   of any act or omission of any kind by that officer, employee or agent in   relation to any Finance Document and any officer, employee or agent of the   Agent may rely on this Clause.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
The Agent will not be   liable for any delay (or any related consequences) in crediting an account   with an amount required under the Finance Documents to be paid by the Agent   if the Agent has taken all necessary steps as soon as reasonably practicable   to comply with the regulations or operating procedures of any recognised   clearing or settlement system used by the Agent for that purpose.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
Nothing in this Agreement   shall oblige the Agent or the Arranger to carry out any “know your customer”   or other checks in relation to any person on behalf of any Lender and each   Lender confirms to the Agent and the Arranger that it is solely responsible   for any such checks it is required to carry out and that it may not rely on   any statement in relation to such checks made by the Agent or the Arranger.
  
	
   
  	
  
 
  	
  
 
  
	
  
24.10
  	
  
Lenders’   indemnity to the Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Each Lender shall (in   proportion to its share of the Total Commitments or, if the Total Commitments   are then zero, to its share of the Total Commitments immediately prior to   their reduction to zero) indemnify the Agent, within three Business Days of   demand, against any cost, loss or liability incurred by the Agent (otherwise   than by reason of the Agent’s gross negligence or wilful misconduct) in   acting as Agent under the Finance Documents (unless the Agent has been   reimbursed by the Borrower pursuant to a Finance Document).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
24.11
  	
  
Resignation   of the Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  (a)
  	
  
The Agent may resign and   appoint one of its Affiliates acting through an office as successor by giving   notice to the other Finance Parties and the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Alternatively the Agent   may resign by giving notice to the other Finance Parties and the Borrower, in   which case the Majority Lenders (after consultation with the Borrower) may   appoint a successor Agent.
  




- 48 -










	
  
(c)
  	
  
If the Majority Lenders   have not appointed a successor Agent in accordance with paragraph (b) above   within 30 days after notice of resignation was given, the Agent (after   consultation with the Borrower) may appoint a successor Agent.
  
	
  
 
  	
  
 
  	
  
 
  
	
  (d)
  	
  
The retiring Agent shall,   at its own cost, make available to the successor Agent such documents and   records and provide such assistance as the successor Agent may reasonably   request for the purposes of performing its functions as Agent under the   Finance Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(e)
  	
  
The Agent’s resignation   notice shall only take effect upon the appointment of a successor.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(f)
  	
  
Upon the appointment of a   successor, the retiring Agent shall be discharged from any further obligation   in respect of the Finance Documents but shall remain entitled to the benefit   of this Clause 24. Its successor and each of the other Parties shall have the   same rights and obligations amongst themselves as they would have had if such   successor had been an original Party.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(g)
  	
  
After consultation with   the Borrower, the Majority Lenders may, by notice to the Agent, require it to   resign in accordance with paragraph (b) above. In this event, the Agent   shall resign in accordance with paragraph (b) above.
  
	
   
  	
  
 
  	
  
 
  
	
  
24.12
  	
  
Confidentiality
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
In acting as agent for the   Finance Parties, the Agent shall be regarded as acting through its agency   division which shall be treated as a separate entity from any other of its   divisions or departments.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
If information is received   by another division or department of the Agent, it may be treated as   confidential to that division or department and the Agent shall not be deemed   to have notice of it.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
24.13
  	
  
Relationship   with the Lenders
  
	
   
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Agent may treat each   Lender as a Lender, entitled to payments under this Agreement and acting   through its Facility Office unless it has received not less than five   Business Days prior notice from that Lender to the contrary in accordance   with the terms of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Each Lender shall supply   the Agent with any information required by the Agent in order to calculate   the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formulae).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
24.14
  	
  
Credit   appraisal by the Lenders
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
Without affecting the   responsibility of the Borrower for information supplied by it or on its   behalf in connection with any Finance Document, each Lender confirms to the   Agent and the Mandated Lead Arrangers that it has been, and will continue to   be, solely responsible for making its own independent appraisal and   investigation of all risks arising under or in connection with any Finance   Document including but not limited to:
  
	  
	  
	  

	
  
 
  	
  
(a)
  	
  
the financial condition,   status and nature of each member of the Group;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
the legality, validity,   effectiveness, adequacy or enforceability of any Finance Document and any   other agreement, arrangement or document entered into, made or executed in   anticipation of, under or in connection with any Finance Document;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
whether that Lender has   recourse, and the nature and extent of that recourse, against any Party or   any of its respective assets under or in connection with any Finance   Document, the transactions contemplated by the Finance Documents or any other
  



- 49 -










	
  
 
  	
  
 
  	
  
agreement, arrangement or   document entered into, made or executed in anticipation of, under or in   connection with any Finance Document; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
the adequacy, accuracy   and/or completeness of the Information Package and any other information   provided by the Agent, any Party or by any other person under or in   connection with any Finance Document, the transactions contemplated by the   Finance Documents or any other agreement, arrangement or document entered   into, made or executed in anticipation of, under or in connection with any   Finance Document.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
24.15
  	
  
Reference   Banks
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
If a Reference Bank (or,   if a Reference Bank is not a Lender, the Lender of which it is an Affiliate)   ceases to be a Lender, the Agent shall (in consultation with the Borrower)   appoint another Lender or an Affiliate of a Lender to replace that Reference   Bank.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
24.16
  	
  
Agent’s   Management Time
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Any amount payable to the   Agent under Clause 15.3 (Indemnity to the   Agent), Clause 17 (Costs and   expenses) and Clause 24.10 (Lenders’   indemnity to the Agent) shall include the cost of utilising the   Agent’s management time or other resources and will be calculated on the   basis of such reasonable daily or hourly rates as the Agent may notify to the   Borrower and the Lenders, and is in addition to any fee paid or payable to   the Agent under Clause 12 (Fees).
  
	
   
  	
  
 
  	
  
 
  
	
  
24.17
  	
  
Deduction   from amounts payable by the Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If any Party owes an   amount to the Agent under the Finance Documents the Agent may, after giving   notice to that Party, deduct an amount not exceeding that amount from any   payment to that Party which the Agent would otherwise be obliged to make   under the Finance Documents and apply the amount deducted in or towards   satisfaction of the amount owed. For the purposes of the Finance Documents   that Party shall be regarded as having received any amount so deducted.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
25.
  	
  
CONDUCT   OF BUSINESS BY THE FINANCE PARTIES
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
No provision of this   Agreement will:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
interfere with the right   of any Finance Party to arrange its affairs (tax or otherwise) in whatever   manner it thinks fit;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
oblige any Finance Party   to investigate or claim any credit, relief, remission or repayment available   to it or the extent, order and manner of any claim; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
oblige any Finance Party   to disclose any information relating to its affairs (tax or otherwise) or any   computations in respect of Tax.
  
	
   
  	
  
 
  	
  
 
  
	
  
26.
  	
  
SHARING   AMONG THE FINANCE PARTIES
  
	
  
 
  	
  
 
  	
  
 
  
	
  
26.1
  	
  
Payments   to Finance Parties
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If a Finance Party (a “Recovering Finance Party”) receives or   recovers any amount from the Borrower other than in accordance with Clause 27   (Payment mechanics) and applies   that amount to a payment due under the Finance Documents then:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
the Recovering Finance   Party shall, within three Business Days, notify details of the receipt or   recovery to the Agent;
  



- 50 -










	
  
 
  	
  
(b)
  	
  
the Agent shall determine   whether the receipt or recovery is in excess of the amount the Recovering   Finance Party would have been paid had the receipt or recovery been received   or made by the Agent and distributed in accordance with Clause 27 (Payment mechanics), without taking   account of any Tax which would be imposed on the Agent in relation to the   receipt, recovery or distribution; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
the Recovering Finance   Party shall, within three Business Days of demand by the Agent, pay to the   Agent an amount (the “Sharing Payment”)   equal to such receipt or recovery less any amount which the Agent determines   may be retained by the Recovering Finance Party as its share of any payment   to be made, in accordance with Clause 27.5 (Partial   payments).
  
	
  
 
  	
  
 
  	
  
 
  
	
  26.2
  	
  
Redistribution   of payments
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Agent shall treat the   Sharing Payment as if it had been paid by the Borrower and distribute it   between the Finance Parties (other than the Recovering Finance Party) in   accordance with Clause 27.5 (Partial   payments).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
26.3
  	
  
Recovering   Finance Party’s rights
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
On a distribution by the   Agent under Clause 26.2 (Redistribution of   payments), the Recovering Finance Party will be subrogated to the   rights of the Finance Parties which have shared in the redistribution which   Finance Parties agree that they will in that connection waive the benefit of   Article 1252 of the French Code Civil.
  
	
   
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
If and to the extent that   the Recovering Finance Party is not able to rely on its rights under   paragraph (a) above, the Borrower shall be liable to the Recovering   Finance Party for a debt equal to the Sharing Payment which is immediately   due and payable.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
26.4
  	
  
Reversal   of redistribution
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If any part of the Sharing   Payment received or recovered by a Recovering Finance Party becomes repayable   and is repaid by that Recovering Finance Party, then:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
each Finance Party which   has received a share of the relevant Sharing Payment pursuant to Clause 26.2   (Redistribution of payments)   shall, upon request of the Agent, pay to the Agent for account of that   Recovering Finance Party an amount equal to the appropriate part of its share   of the Sharing Payment (together with an amount as is necessary to reimburse   that Recovering Finance Party for its proportion of any interest on the   Sharing Payment which that Recovering Finance Party is required to pay); and
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
that Recovering Finance   Party’s rights of subrogation in respect of any reimbursement shall be   cancelled and the Borrower will be liable to the reimbursing Finance Party   for the amount so reimbursed.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
26.5
  	
  
Exceptions
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
This Clause 26 shall not   apply to the extent that the Recovering Finance Party would not, after making   any payment pursuant to this Clause, have a valid and enforceable claim   against the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  
	
  (b)
  	
  
A Recovering Finance Party   is not obliged to share with any other Finance Party any amount which the   Recovering Finance Party has received or recovered as a result of taking   legal or arbitration proceedings, if:
  




- 51 -










	
  
 
  	
  
(i)
  	
  
it notified that other   Finance Party of the legal or arbitration proceedings; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
that other Finance Party   had an opportunity to participate in those legal or arbitration proceedings   but did not do so as soon as reasonably practicable having received notice   and did not take separate legal or arbitration proceedings.
  




- 52 -











SECTION 10


ADMINISTRATION

	
  
27.
  	
  
PAYMENT   MECHANICS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
27.1
  	
  
Payments   to the Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
On each date on which the   Borrower or a Lender is required to make a payment under a Finance Document,   the Borrower or that Lender shall make the same available to the Agent   (unless a contrary indication appears in a Finance Document) for value on the   due date at the time and in such funds specified by the Agent as being   customary at the time for settlement of transactions in the relevant currency   in the place of payment.
  
	
  
 
  	
  
 
  	
  
 
  
	
  (b)
  	
  
Payment shall be made to   such account in the principal financial centre of the country of that   currency (or, in relation to euro, in the principal financial centre in a   Participating Member State or Paris) with such bank as the Agent specifies.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
27.2
  	
  
Distributions   by the Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Each payment received by   the Agent under the Finance Documents for another Party shall, subject to   Clause 27.3 (Distributions to the Borrower)   and Clause 27.4 (Clawback), be   made available by the Agent as soon as practicable after receipt to the Party   entitled to receive payment in accordance with this Agreement (in the case of   a Lender, for the account of its Facility Office), to such account as that   Party may notify to the Agent by not less than five Business Days’ notice   with a bank in the principal financial centre of the country of that currency   (or, in relation to euro, in the principal financial centre of a   Participating Member State or Paris).
  
	
  
 
  	
  
 
  	
  
 
  
	
  27.3
  	
  
Distributions   to the Borrower
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Agent may (upon the   Borrower’s instruction or in accordance with Clause 28 (Set-off)) apply any amount received by   it for the Borrower in or towards payment (on the date and in the currency   and funds of receipt) of any amount due from the Borrower under the Finance   Documents or in or towards purchase of any amount of any currency to be so applied.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
27.4
  	
  
Clawback
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Where a sum is to be paid   to the Agent under the Finance Documents for another Party, the Agent is not   obliged to pay that sum to that other Party (or to enter into or perform any   related exchange contract) until it has been able to establish to its   satisfaction that it has actually received that sum.
  
	
   
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
If the Agent pays an   amount to another Party and it proves to be the case that the Agent had not   actually received that amount, then the Party to whom that amount (or the   proceeds of any related exchange contract) was paid by the Agent shall on   demand refund the same to the Agent together with interest on that amount   from the date of payment to the date of receipt by the Agent, calculated by   the Agent to reflect its cost of funds.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
27.5
  	
  
Partial   payments
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
If the Agent receives a   payment that is insufficient to discharge all the amounts then due and   payable by the Borrower under the Finance Documents, the Agent shall apply   that payment towards the obligations of the Borrower under the Finance   Documents in the following order:
  




- 53 -











	
  
 
  	
  
(i)
  	
  
first, in or towards payment pro rata of any   unpaid fees, costs and expenses of the Agent or the Mandated Lead Arrangers   under the Finance Documents;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
secondly, in or towards payment pro rata of any   accrued interest, fee or commission due but unpaid under this Agreement;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
thirdly, in or towards payment pro rata of any   principal due but unpaid under this Agreement; and
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iv)
  	
  
fourthly, in or towards payment pro rata of any   other sum due but unpaid under the Finance Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The Agent shall, if so   directed by the Majority Lenders, vary the order set out in paragraphs   (a)(ii) to (iv) above.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
Paragraphs (a) and   (b) above will override any appropriation made by the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
27.6
  	
  
No   set-off by the Borrower
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
All payments to be made by   the Borrower under the Finance Documents shall be calculated and be made   without (and free and clear of any deduction for) set-off or counterclaim.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
27.7
  	
  
Business   Days
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Any payment (other than a   payment pursuant to Clause 12 (Fees)) which is due to be made on a day that   is not a Business Day shall be made on the next Business Day in the same   calendar month (if there is one) or the preceding Business Day (if there is   not).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
During any extension of   the due date for payment of any principal or Unpaid Sum under this Agreement   interest is payable on the principal or Unpaid Sum at the rate payable on the   original due date.
  
	
   
  	
  
 
  	
  
 
  
	
  
27.8
  	
  
Currency   of account
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Subject to paragraphs   (b) to (e) below, the Base Currency is the currency of account and   payment for any sum due from the Borrower under any Finance Document.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
A repayment of a Loan or   Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in   which that Loan or Unpaid Sum is denominated on its due date.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
Each payment of interest   shall be made in the currency in which the sum in respect of which the   interest is payable was denominated when that interest accrued.
  
	
   
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
Each payment in respect of   costs, expenses or Taxes shall be made in the currency in which the costs,   expenses or Taxes are incurred.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(e)
  	
  
Any amount expressed to be   payable in a currency other than the Base Currency shall be paid in that   other currency.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
27.9
  	
  
Change of   currency
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Unless otherwise   prohibited by law, if more than one currency or currency unit are at the same   time recognised by the central bank of any country as the lawful currency of   that country, then:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
any reference in the   Finance Documents to, and any obligations arising under the Finance Documents   in, the currency of that country shall be translated into, or paid in, the   currency or currency unit of that country designated by the Agent (after   consultation with the Borrower); and
  




- 54 -










	
  
 
  	
  
(ii)
  	
  
any translation from one   currency or currency unit to another shall be at the official rate of   exchange for the conversion of that currency or currency unit into the other   recognised by the central bank designated by the Agent (after consultation   with the Borrower), rounded up or down by the Agent (acting reasonably).
  
	
  
 
  	
  
 
  	
  
 
  
	
  (b)
  	
  
If a change in any   currency of a country occurs, this Agreement will, to the extent the Agent   (acting reasonably and after consultation with the Borrower) specifies to be   necessary, be amended to comply with any generally accepted conventions and   market practice in the Relevant Interbank Market and otherwise to reflect the   change in currency.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
28.
  	
  
SET-OFF
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
A Finance Party may set   off any matured obligation due from the Borrower under the Finance Documents   and not paid within 3 Business Days after notice of non-payment by the Agent   against any matured obligation owed by that Finance Party to the Borrower,   regardless of the place of payment, booking branch or currency of either   obligation. If the obligations are in different currencies, the Finance Party   may convert either obligation at a market rate of exchange in its usual   course of business estimated by it in good faith for the purpose of the   set-off.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
No Finance Party shall be   obligated to exercise any right of set-off given to it. Any Finance Party   exercising its rights of set-off shall notify the Borrower promptly prior to   or at the latest, on the day of, any set-off of any matured obligation due   from the Borrower under the Finance Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
29.
  	
  
NOTICES
  
	
  
 
  	
  
 
  	
  
 
  
	
  
29.1
  	
  
Communications   in writing
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Any communication to be   made under or in connection with the Finance Documents shall be made in   writing and, unless otherwise stated, may be made by fax or letter.
  
	
  
 
  	
  
 
  	
  
 
  
	
  29.2
  	
  
Addresses
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The address and fax number   (and the department or officer, if any, for whose attention the communication   is to be made) of each Party for any communication or document to be made or   delivered under or in connection with the Finance Documents is:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
in the case of the   Borrower, that identified with its name below or in respect of Clause 12 (Fees) only, the details specified in   that Clause;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
in the case of each   Lender, that notified in writing to the Agent on or prior to the date on   which it becomes a Party; and
  
	
   
  	
   
  	
   
  
	
   
  	
  (c)
  	
  in the case of each   Mandated Lead Arranger and the Agent, that identified with its name below,
  
	
   
  	
   
  	
   
  
	
   
  	
  or   any substitute address, fax number or department or officer as the Party may   notify to the Agent (or the Agent may notify to the other Parties, if a   change is made by the Agent) by not less than five Business Days’ notice.
  



- 55 -











	
  
29.3
  	
  
Delivery
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Any communication or   document made or delivered by one person to another under or in connection   with the Finance Documents will only be effective:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
if by way of fax, when   received in legible form; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
if by way of letter, when   delivered personally or on actual receipt,
  
	 
	  
	  

	
   
  	
  
 
  	
  
 and, if a particular department or officer is specified as part of its address details provided under Clause 29.2 (Addresses), if addressed to that department or officer.
  
	
  
 
  	
  
 
  
	
  
(b)
  	
  
All notices from or to the   Borrower shall be sent through the Agent.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
29.4
  	
  
Notification   of address and fax number
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Promptly upon receipt of   notification of an address and fax number or change of address or fax number   pursuant to Clause 29.2 (Addresses)   or changing its own address or fax number, the Agent shall notify the other   Parties.
  
	
   
  	
  
 
  	
  
 
  
	
  
29.5
  	
  
English   language
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Any notice given under or   in connection with any Finance Document must be in English.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
All other documents   provided under or in connection with any Finance Document must be:
  
	  
	  
	  

	
  
 
  	
  
(i)
  	
  
in English; or
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(ii)
  	
  
if not in English, and if   so required by the Agent, accompanied by a certified English translation and,   in this case, the English translation will prevail unless the document is a   constitutional, statutory or other official document.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
30.
  	
  
CALCULATIONS   AND CERTIFICATES
  
	
  
 
  	
  
 
  	
  
 
  
	
  
30.1
  	
  
Accounts
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
In any litigation or   arbitration proceedings arising out of or in connection with a Finance   Document, the entries made in the accounts maintained by a Finance Party are   prima facie evidence of the matters to which they relate.
  
	
   
  	
  
 
  
	
  
30.2
  	
  
Certificates   and Determinations
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Any certification or   determination by a Finance Party of a rate or amount under any Finance   Document is, in the absence of manifest error, conclusive evidence of the   matters to which it relates.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
30.3
  	
  
Day count   convention
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Any interest, commission   or fee accruing under a Finance Document will accrue from day to day and is   calculated on the basis of the actual number of days elapsed and a year of   360 days or, in any case where the practice in the Relevant Interbank   Market differs, in accordance with that market practice.
  
	
   
  	
  
 
  	
  
 
  
	
  
31.
  	
  
PARTIAL   INVALIDITY
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If, at any time, any   provision of the Finance Documents is or becomes illegal, invalid or   unenforceable in any respect under any law of any jurisdiction, neither the   legality, validity or enforceability of the remaining provisions nor the   legality, validity or enforceability of such provision under the law of any   other jurisdiction will in any way be affected or impaired.
  




- 56 -










	
  
32.
  	
  
REMEDIES   AND WAIVERS
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
No failure to exercise,   nor any delay in exercising, on the part of any Finance Party, any right or   remedy under the Finance Documents shall operate as a waiver, nor shall any   single or partial exercise of any right or remedy prevent any further or   other exercise or the exercise of any other right or remedy. The rights and   remedies provided in this Agreement are cumulative and not exclusive of any rights   or remedies provided by law.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
33.
  	
  
AMENDMENTS   AND WAIVERS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
33.1
  	
  
Required   consents
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Subject to Clause 33.2 (Exceptions) any term of the Finance   Documents may be amended or waived only with the consent of the Majority   Lenders and the Borrower and any such amendment or waiver will be binding on   all Parties.
  
	
   
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The Agent may effect, on   behalf of any Finance Party, any amendment or waiver permitted by this   Clause.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
33.2
  	
  
Exceptions
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Subject to paragraph   (c) below, an amendment or waiver that has the effect of changing or   which relates to:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
the definition of   “Majority Lenders” in Clause 1.1 (Definitions);
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
an extension to the date   of payment of any amount under the Finance Documents;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
a reduction in the Margin   or a reduction in the amount of any payment of principal, interest, fees or   commission payable;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iv)
  	
  
an increase in or an   extension of any Commitment;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(v)
  	
  
a change to Clause 23 (Changes to the Borrower);
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(vi)
  	
  
any provision which   expressly requires the consent of all the Lenders; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(vii)
  	
  
Clause 2.2 (Finance Parties’ rights and obligations),   Clause 22 (Changes to the Lenders),   Clause 26 (Sharing among the Finance   Parties), or this Clause 33,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
shall not be made without   the prior consent of all the Lenders and the Borrower.
  
	
   
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
An amendment or waiver   which relates to the rights or obligations of the Agent or the Mandated Lead   Arrangers may not be effected without the consent of the Agent or the   Mandated Lead Arrangers.
  




- 57 -











SECTION 11


GOVERNING LAW AND ENFORCEMENT

	
  
34.
  	
  
GOVERNING   LAW
  
	
  
 
  	
  
 
  
	
  
 
  	
  
This Agreement is governed   by French law.
  
	
  
 
  	
  
 
  
	
  
35.
  	
  
ENFORCEMENT   — JURISDICTION OF THE FRENCH COURTS
  
	
   
  	
  
 
  
	
  
 
  	
  
The Tribunal de Commerce of Paris has   exclusive jurisdiction to settle any dispute arising out of or in connection   with this Agreement (including a dispute regarding the existence, validity or   termination of this Agreement).
  
	
  
 
  	
  
 
  
	
  
This Agreement has been entered into on the date stated at   the beginning of this Agreement.
  




- 58 -











SCHEDULE 1


THE ORIGINAL LENDERS


 

	
  
Name of Original Lender
  	
   
 	
  
Commitment
   (U.S.$)
  	
   
 
	
  


  	
   
 	
  


  	
   
 
	
  BNP Paribas
  	
  
 
  	
  
 
  	
  
1,400,000,000
  	
  
 
  
	
  
JPMorgan Chase Bank, N.A.,   Paris Branch
  	
  
 
  	
  
 
  	
  
1,400,000,000
  	
  
 
  
	
  
Total
  	
  
 
  	
  
 
  	
  
2,800,000,000
  	
  
 
  




- 59 -













SCHEDULE 2


CONDITIONS PRECEDENT


PART I
 SIGNING CONDITIONS PRECEDENT

	
  
1.
  	
  
The   Borrower
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
A K-bis extract for the   Borrower dated not more than one Month before the signing of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
A copy of the resolution   of the board (conseil d’administration)   of the Borrower approving the entry into and performance of the Finance   Documents to the extent required by Article L225-38 of the French Code de commerce and approving the   Offer.
  
	
  
 
  	
  
 
  	
  
 
  
	
  (c)
  	
  
A copy of the constitutive   documents of the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
A copy of a power of   attorney signed by the Directeur Général of   the Borrower:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
authorising a specified   person to execute the Finance Documents on its behalf; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
authorising a specified   person, on its behalf, to sign and/or despatch all documents and notices   (including, if relevant, any Utilisation Request) signed and/or despatched by   it under or in connection with the Finance Documents.
  
	  
	  
	  

	
  
(e)
  	
  
A copy of a power of   attorney signed by the person authorised under the power of attorney referred   to in paragraph (d) above, authorising a specified person or persons on   the Borrower’s behalf, to sign and/or despatch all documents and notices   (including, if relevant, any Utilisation Request) signed and/or despatched by   it under or in connection with the Finance Documents.
  
	
   
  	
  
 
  	
  
 
  
	
  
(f)
  	
  
A specimen of the   signature of each person authorised by the powers of attorney referred to in   paragraphs (d) and (e) above.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(g)
  	
  
A certificate of an   authorised signatory of the Borrower certifying that each copy document relating   to it specified in this Part I of Schedule 2 is correct, complete   and in full force and effect as at a date no earlier than the date of this   Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
2.
  	
  
Legal   opinions
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
A legal opinion of   Linklaters, legal advisers to the Mandated Lead Arrangers and the Agent in   France, substantially in the form distributed to the Original Lenders prior   to signing this Agreement.
  
	
   
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
A legal opinion of the   in-house counsel to the Borrower, substantially in the form distributed to   the Original Lenders prior to signing this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
3.
  	
  
The   Acquisition
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
A copy of the most recent   draft of the Tender Offer Statement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.
  	
  
 Other   documents and evidence

  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Original Financial   Statements and semi-annual consolidated financial statements for the period   ending 30 June 2005.
  




- 60 -











Part II


Conditions Precedent to Initial Utilisation

	
  
1.
  	
  
The   Acquisition
  
	
  
 
  	
  
 
  
	
  
 
  	
  
An original or certified   copy of the Tender Offer Statement (and any other document) filed with the   Securities Exchange Commission in connection with the Acquisition.
  




- 61 -











SCHEDULE 3


REQUESTS


Part 1
 Utilisation Request

	
  
From:
  	
  
[Borrower]
  
	
  
 
  	
  
 
  
	
  
To:
  	
  
[Agent]
  
	
  
 
  	
  
 
  
	
  
Dated:
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Dear Sirs
  	
  
 
  




LAFARGE S.A. — U.S.$2,800,000,000 Facility Agreement

dated [____________] (the “Agreement”)

	
  1.
  	
  
We refer to the Agreement.   This is a Utilisation Request. Terms defined in the Agreement have the same   meaning in this Utilisation Request unless given a different meaning in this   Utilisation Request.
  
	
  
 
  	
  
 
  
	
  
2.
  	
  
We wish to borrow a   Revolving Loan on the following terms:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Proposed Utilisation Date:   [_______________]   (or, if that is not a Business Day, the next Business Day)
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Currency of Loan: [_______________]
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Amount: [_______________] or, if less, the Available Facility
  
	
   
  	
  
 
  
	
  
 
  	
  
Interest Period: [_______________]
  
	
  
 
  	
  
 
  
	
  
3.
  	
  
We represent that the   purpose of the Loan is: [_______________]1
  
	
  
 
  	
  
 
  
	
  
4.
  	
  
We confirm that each   condition specified in Clause 4.3 (Further   conditions precedent) is satisfied on the date of this Utilisation   Request.
  
	
  
 
  	
  
 
  
	
  
5.
  	
  
[We confirm that this is a Rollover Loan.]
  
	
  
 
  	
  
 
  
	
  
6.
  	
  
The proceeds of this Loan   should be credited to [account].
  
	
   
  	
  
 
  
	
  
7.
  	
  
This Utilisation Request   is irrevocable.
  
	
  
 
  	
  
 
  
	
  
8.
  	
  
This is a Finance   Document.
  




Yours faithfully

	
  


  
	
  
1
  	
  
Specify purpose by   reference to Clause 3.1 (Purpose).   If more than one purpose allocate amount to each purpose.
  




- 62 -











authorised signatory for
 LAFARGE S.A.


- 63 -











PART II


SELECTION NOTICE


APPLICABLE TO A TERM LOAN


	
  
From:   
  	
  
[Borrower]
  
	
  
 
  	
  
 
  
	
  
To:   
  	
  
[Agent]
  
	
  
 
  	
  
 
  
	
  
Dated:
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Dear   Sirs
  	
  
 
  
	
  
 
  	
  
 
  




Lafarge S.A. — U.S.$2,800,000,000 Facility Agreement

dated [__________] (the “Agreement”)

	
  1.
  	
  
We refer to the Agreement.   This is a Selection Notice. Terms defined in the Agreement have the same   meaning in this Selection Notice unless given a different meaning in this Selection   Notice.
  
	
  
 
  	
  
 
  
	
  
2.
  	
  
We refer to the following   Term Loan[s] in [identify   currency] with an Interest   Period ending on [_______________].*
  
	
  
 
  	
  
 
  
	
  
3.
  	
  
[We request that the above Term Loan[s] be   divided into [_______________] Term Loans with the following Base Currency Amounts and Interest   Periods:]**
  
	
  
 
  	
  
 
  
	
  
 
  	
  
or
  
	
  
 
  	
  
 
  
	
  
 
  	
  
[We request that the next Interest Period   for the above Term Loan[s] is [_______________]].***
  
	
   
  	
  
 
  
	
  
4.
  	
  
This Selection Notice is   irrevocable.
  




Yours faithfully


authorised signatory for
 LAFARGE S.A.

	
  


  
	
  
*
  	
  
Insert details of all Term   Loans in the same currency which have an Interest Period ending on the same   date.
  
	
  
 
  	
  
 
  
	
  
**
  	
  
Use this option if   division of Loans is requested.
  
	
  
 
  	
  
 
  
	
  
***
  	
  
Use this option if   sub-division is not required.
  



- 64 -











SCHEDULE 4


MANDATORY COST FORMULAE

	
  
1.
  	
  
The Mandatory Cost is an   addition to the interest rate to compensate Lenders for the cost of   compliance with (a) the requirements of the Bank of England and/or the   Financial Services Authority (or, in either case, any other authority which   replaces all or any of its functions) or (b) the requirements of the   European Central Bank. As an exception to the foregoing, no Mandatory Cost   shall however be supported by the Borrower to compensate the Lenders for the   cost of compliance with the Basel II Standards.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
2.
  	
  
On the first day of each   Interest Period (or as soon as possible thereafter) the Agent shall   calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with   the paragraphs set out below. The Mandatory Cost will be calculated by the   Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted   in proportion to the percentage participation of each Lender in the relevant   Loan) and will be expressed as a percentage rate per annum.
  
	
   
  	
  
 
  	
  
 
  
	
  
3.
  	
  
The Additional Cost Rate   for any Lender lending from a Facility Office in a Participating Member State   will be the percentage notified by that Lender to the Agent. This percentage   will be certified by that Lender in its notice to the Agent to be its   reasonable determination of the cost (expressed as a percentage of that   Lender’s participation in all Loans made from that Facility Office) of   complying with the minimum reserve requirements of the European Central Bank   in respect of loans made from that Facility Office.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.
  	
  
The Additional Cost Rate   for any Lender lending from a Facility Office in the United Kingdom will be   calculated by the Agent as follows:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a) in relation to a   sterling Loan:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
AB+C(B–D)+E   x 0.01
  	
  
               per cent. per annum
  
	
  
 
  	
  


  	
  
 
  
	
  
 
  	
  
100   – (A+C)
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(b) in relation to a Loan   in any currency other than sterling:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Ex   0.01
  	
  
               per cent. per annum.
  
	
  
 
  	
  


  	
  
 
  
	
   
  	
  
300
  	
  
 
  
					




Where: 

	
  
 
  	
  
A
  	
  
is the percentage of   Eligible Liabilities (assuming these to be in excess of any stated minimum)   which that Lender is from time to time required to maintain as an interest   free cash ratio deposit with the Bank of England to comply with cash ratio   requirements.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
B
  	
  
is the percentage rate of   interest (excluding the Margin and the Mandatory Cost and, if the Loan is an   Unpaid Sum, the additional rate of interest specified in paragraph   (a) of Clause 9.3 (Default interest))   payable for the relevant Interest Period on the Loan.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
C
  	
  
is the percentage (if any)   of Eligible Liabilities which that Lender is required from time to time to   maintain as interest bearing Special Deposits with the Bank of England.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
D
  	
  
is the percentage rate per   annum payable by the Bank of England to the Agent on interest bearing Special   Deposits.
  




- 65 -










	
  
 
  	
  
E
  	
  
is designed to compensate   Lenders for amounts payable under the Fees Rules and is calculated by the   Agent as being the average of the most recent rates of charge supplied by the   Reference Banks to the Agent pursuant to paragraph 7 below and expressed in   pounds per £1,000,000.
  
	
   
  	
  
 
  
	
  
5.
  	
  
For the purposes of this   Schedule:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
“Eligible Liabilities” and “Special Deposits” have the meanings given   to them from time to time under or pursuant to the Bank of England Act 1998   or (as may be appropriate) by the Bank of England;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
“Fees Rules” means the rules on periodic   fees contained in the FSA Supervision Manual or such other law or regulation   as may be in force from time to time in respect of the payment of fees for   the acceptance of deposits;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(c)
  	
  
“Fee Tariffs” means the fee tariffs   specified in the Fees Rules under the activity group A.1 Deposit acceptors   (ignoring any minimum fee or zero rated fee required pursuant to the Fees   Rules but taking into account any applicable discount rate); and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
“Tariff Base” has the meaning given to it   in, and will be calculated in accordance with, the Fees Rules.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
6.
  	
  
In application of the   above formulae, A, B, C and D will be included in the formulae as percentages   (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A   negative result obtained by subtracting D from B shall be taken as zero. The   resulting figures shall be rounded to four decimal places.
  
	
  
 
  	
  
 
  	
  
 
  
	
  7.
  	
  
If requested by the Agent,   each Reference Bank shall, as soon as practicable after publication by the   Financial Services Authority, supply to the Agent, the rate of charge payable   by that Reference Bank to the Financial Services Authority pursuant to the   Fees Rules in respect of the relevant financial year of the Financial   Services Authority (calculated for this purpose by that Reference Bank as   being the average of the Fee Tariffs applicable to that Reference Bank for   that financial year) and expressed in pounds per £1,000,000 of the Tariff   Base of that Reference Bank.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
8.
  	
  
Each Lender shall supply   any information required by the Agent for the purpose of calculating its   Additional Cost Rate. In particular, but without limitation, each Lender   shall supply the following information on or prior to the date on which it   becomes a Lender:
  
	  
	  
	  

	
  
 
  	
  
(a)
  	
  
the jurisdiction of its   Facility Office; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
any other information that   the Agent may reasonably require for such purpose.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
Each Lender shall promptly   notify the Agent of any change to the information provided by it pursuant to   this paragraph.
  
	
  
 
  	
  
 
  
	
  
9.
  	
  
The percentages of each   Lender for the purpose of A and C above and the rates of charge of each   Reference Bank for the purpose of E above shall be determined by the Agent   based upon the information supplied to it pursuant to paragraphs 7 and 8   above and on the assumption that, unless a Lender notifies the Agent to the   contrary, each Lender’s obligations in relation to cash ratio deposits and   Special Deposits are the same as those of a typical bank from its   jurisdiction of incorporation with a Facility Office in the same jurisdiction   as its Facility Office.
  




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10.
  	
  
The Agent shall have no   liability to any person if such determination results in an Additional Cost   Rate which over or under compensates any Lender and shall be entitled to   assume that the information provided by any Lender or Reference Bank pursuant   to paragraphs 3, 7 and 8 above is true and correct in all respects.
  
	
   
  	
  
 
  
	
  
11.
  	
  
The Agent shall distribute   the additional amounts received as a result of the Mandatory Cost to the   Lenders on the basis of the Additional Cost Rate for each Lender based on the   information provided by each Lender and each Reference Bank pursuant to   paragraphs 3, 7 and 8 above.
  
	
  
 
  	
  
 
  
	
  
12.
  	
  
Any determination by the   Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost,   an Additional Cost Rate or any amount payable to a Lender shall, in the   absence of manifest error, be conclusive and binding on all Parties.
  
	
  
 
  	
  
 
  
	
  
13.
  	
  
The Agent may from time to   time, after consultation with the Borrower and the Lenders, determine and   notify to all Parties any amendments which are required to be made to this   Schedule in order to comply with any change in law, regulation or any   requirements from time to time imposed by the Bank of England, the Financial   Services Authority or the European Central Bank (or, in any case, any other   authority which replaces all or any of its functions) and any such   determination shall, in the absence of manifest error, be conclusive and   binding on all Parties.
  




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SCHEDULE 5


FORM OF TRANSFER AGREEMENT


BETWEEN:

	
  
(1)
  	
  
[          ]   (the “Existing Lender”)
  
	
  
 
  	
  
 
  
	
  
AND:
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(2)
  	
  
[          ]   (the “New Lender”)
  




WHEREAS:

	
  
(A)
  	
  
The Existing Lender has   entered into a multicurrency revolving loan facility in an aggregate amount   equal to U.S.$2,800,000,000 under a facility agreement dated [_________]   2006, between, inter alia, LAFARGE S.A., the Lenders listed in   Schedule 1 to that Facility Agreement, and [_________]   acting as Agent of the Lenders (the “Facility   Agreement”).
  
	
  
 
  	
  
 
  
	
  
(B)
  	
  
The Existing Lender wishes   to transfer and the New Lender wishes to acquire [all] [the part   specified in the schedule to this Transfer Agreement] of the Existing Lender’s Commitment,   rights and obligations referred to in the schedule to this Transfer   Agreement.
  
	
  
 
  	
  
 
  
	
  
(C)
  	
  
Terms defined in the   Facility Agreement have the same meaning when used in this Transfer   Agreement.
  
	
  
 
  	
  
 
  
	
  IT IS AGREED AS FOLLOWS:
  
	
  
 
  
	
  
(1)
  	
  
The Existing Lender and   the New Lender agree to the transfer (cession)   of [all] [the part specified in the schedule to   this Transfer Agreement] of the   Existing Lender’s Commitment, rights and obligations referred to in the   schedule to this Transfer Agreement in accordance with Clause 22.5 (Procedure for transfer). [Note: New Lender may, in the case   of a transfer of rights by the Existing Lender under the Transfer Agreement,   if it considers it necessary to make the transfer effective as against third   parties, arrange for it to be notified by way of signification to the   Borrower in accordance with Article 1690 of the French Code Civil.]
  
	
  
 
  	
  
 
  
	
  
(2)
  	
  
The proposed Transfer Date   is [________________].
  
	
  
 
  	
  
 
  
	
  
(3)
  	
  
The Facility Office and   address, fax number and attention details for notices of the New Lender for   the purposes of Clause 29.2 (Addresses)   are set out in the schedule to this Transfer Agreement.
  
	
  
 
  	
  
 
  
	
  (4)
  	
  
The New Lender   acknowledges the limitations on the Existing Lender’s liabilities set out in   paragraph (c) of Clause 22.4 (Limitation   of responsibility of Existing Lenders).
  
	
  
 
  	
  
 
  
	
  
(5)
  	
  
The New Lender confirms to   the other Finance Parties represented by the Agent that it will assume the   same obligations to those Parties as it would have been under if it was an   Original Lender.
  
	
  
 
  	
  
 
  
	
  
(6)
  	
  
This Transfer Agreement is   governed by French law. The Tribunal de   Commerce of Paris shall have jurisdiction in relation to any   dispute concerning it.
  




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THE SCHEDULE


Commitment/Rights and Obligations to be transferred


[insert relevant details]


[Facility Office address, fax number and attention details for notices and account details for payments.]

	
  [Existing Lender]
  	
  
[New Lender]
  
	
  
 
  	
  
 
  
	
  
By:
  	
  
By:
  




This Transfer Agreement is accepted by the Agent and the Transfer Date is confirmed as 

	
  
[                    ].
  	
  
 
  
	  
	  

	
  
[Agent]
  	
  
 
  
	  
	  

	
  
By:   
  	
  
 
  




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SCHEDULE 6


TIMETABLES


“D —” refers to the number of Business Days before the relevant Utilisation Date/the first day of the relevant Interest Period. 


	
   
 	
   
 	
  Loans in   euro
  	
   
 	
  
Loans in   U.S.
   Dollars
  	
   
 	
  
Settlement
   Loan
  	
   
 
	
   
 	
   
 	
  


  	
  


  	
   
 	
  


  	
  


  	
   
 	
  


  	
  


  	
   
 
	
  
Delivery of a duly completed   Utilisation Request (Clause 5.1 (Delivery   of a Utilisation Request)) or a selection Notice (Clause 10.1 (Selection of Interest Periods)
  	
  
 
  	
  
 
  	
  
D-3
   10.00 a.m.
  	
  
 
  	
  
 
  	
  
D-3
   10.00 a.m.
  	
  
 
  	
  
 
  	
  
D-1   
   9.00 a.m.
  	
  
 
  
	 
	  
	  
	 
	  
	  
	 
	  
	  
	 
	  

	
  Agent determines (in   relation to a Utilisation) the Base Currency Amount of the Loan, if required   under Clause 5.4 (Lenders’ participation)   and notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)
  	
  
 
  	
  
 
  	
  
D-3
   11.00 a.m.
  	
  
 
  	
  
 
  	
  
D-3
   11.00 a.m.
  	
  
 
  	
  
 
  	
  
D-1   
   11.00 a.m.
  	
  
 
  
	 
	  
	  
	 
	  
	  
	 
	  
	  
	 
	  

	
  
Agent receives a notification   from a Lender under Clause 6.2 (Unavailability   of a currency)
  	
  
 
  	
  
 
  	
  
Quotation   Day
   9.30 a.m.
  	
  
 
  	
  
 
  	
  
—
  	
  
 
  	
  
 
  	
  
—
  	
  
 
  
	 
	  
	  
	 
	  
	  
	 
	  
	  
	 
	  

	
  Agent gives notice in   accordance with Clause 6.2 (Unavailability   of a currency)
  	
  
 
  	
  
 
  	
  
Quotation   Day
   10.30 a.m.
  	
  
 
  	
  
 
  	
  
—
  	
  
 
  	
  
 
  	
  
—
  	
  
 
  
	 
	  
	  
	 
	  
	  
	 
	  
	  
	 
	  

	
  
Agent determines amount of   the Term Loan in Optional Currency in accordance with Clause 6.3(a) (Term Loan in an Optional currency)
  	
  
 
  	
  
 
  	
  
D-3
   11.00 a.m.
  	
  
 
  	
  
 
  	
  
D-3
   11.00 a.m.
  	
  
 
  	
  
 
  	
  
—
  	
  
 
  
	 
	  
	  
	 
	  
	  
	 
	  
	  
	 
	  

	
  Agent determines amount of   Term Loan in Optional Currency converted into Base Currency in accordance   with Clause 6.3 (b) (Term Loan in an   Optional currency)
  	
  
 
  	
  
 
  	
  
D-3
   11.00 a.m.
  	
  
 
  	
  
 
  	
  
D-3
   11.00 a.m.
  	
  
 
  	
  
 
  	
  
—
  	
  
 
  
	 
	  
	  
	 
	  
	  
	 
	  
	  
	 
	  

	
  
LIBOR or EURIBOR is fixed
  	
  
 
  	
  
 
  	
  
Quotation   Day
   as of 11.00 a.m.
   (Brussels time)
  	
  
 
  	
  
 
  	
  
Quotation   Day as of
   11.00 a.m.
   (London time)
  	
  
 
  	
  
 
  	
  
Quotation   Day as of
   11.00 a.m.
   (London time)
  	
  
 
  



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SCHEDULE 7


FORM OF TERM OUT NOTICE


From:   [Borrower] 


To:   [Agent] 


Dated: 


Dear Sirs 


Lafarge S.A. — U.S.$2,800,000,000 Facility Agreement
 dated [                    ] (the “Agreement”)

	
  
1.
  	
  
We refer to the Agreement.   This is a Term Out Notice. Terms defined in the Agreement have the same   meaning in this Term Out Notice unless given a different meaning in this Term   Out Notice.
  
	
  
 
  	
  
 
  
	
  
2.
  	
  
We elect to exercise the   Term Out Option pursuant to Clause 7.2 (Term   Out Option) of the Agreement in relation to [all Loans/the following Loans[s]:
  
	
  
 
  	
  
 
  
	
   
  	
  
Amount: [                    ]
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Currency: [                    ]
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Interest Period: [                    ]].
  
	
  
 
  	
  
 
  
	
  
3.
  	
  
This Term Out Notice is   irrevocable.
  





	
   
  	
  
Yours faithfully
  	
  
 
  
	
  
 
  	
   
 	
  
 
  
	
  
 
  	
   
 	
  
 
  
	
  
 
  	
  
authorised signatory for
  	
  
 
  
	
  
 
  	
  
LAFARGE S.A.
  	
  
 
  




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The Borrower


LAFARGE S.A. 
 Address: 61, rue des Belles Feuilles, 75782 Paris, France 
 Fax No: +331 44 34 11 14 
 Attention: Head of Treasury Department 
 By: Jean-Jacques Gauthier 


The Mandated Lead Arrangers


BNP PARIBAS 
 Address: 37, place du marché Saint Honoré, 75031 Paris Cedex 01 
 Fax No: +331 43 16 90 29 / +331 42 98 19 33 
 Attention: Stéphane de Marnhac (CHC03C1) and Didier Leblanc (CHC03B1) 
 By: Jean-Louis Duguit 
 J.P. MORGAN PLC 
 Address : 14 Place Vendôme, Floor 1, 75001 Paris, France 
 Fax No: +331 40 15 41 40 
 Attention: Olivier Grandry 
 By: Olivier Grandry 


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The Original Lenders

BNP PARIBAS 
 By: Jean-Louis Duguit 
 JPMORGAN CHASE BANK, N.A., PARIS BRANCH 
 By: Olivier Grandry 

The Agent

BNP PARIBAS 
 Address: 37, place du Marché Saint-Honoré, ACI: CHCOIBI (room 157c), 75031 Paris Cedex 01 
 Fax No: +331 42 98 43 17 
 Attention: Thierry Bonnel, Head of Agency / European Group CIB — Structured Finance 
 By: Jean-Louis Duguit 

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