EXHIBIT 4.1




        €1,850,000,000 Credit Facility, dated October 29,
        2004 and amended July 28, 2005, with the Royal Bank of Scotland
        plc,
 Société Générale, HSBC CCF, Citibank
        International plc, London branch and Calyon











CONFORMED COPY


(incorporating changes made pursuant to an amendment
 agreement dated 28 July 2005)


Euro 1,850,000,000
 FACILITY AGREEMENT


Dated 29 October 2004


for


LAFARGE S.A.


arranged by
 CALYON
 CITIBANK INTERNATIONAL PLC


HSBC CCF
 SOCIETE GENERALE
 THE ROYAL BANK OF SCOTLAND PLC


with


HSBC BANK PLC
 acting as Agent and as Swingline Agent














CONFORMED COPY


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
  	
   
 	
  
12
  
	
  
 
  	
  
SECTION 3
  	
   
 	
   
 
	
  
 
  	
  
UTILISATION
  	
   
 	
   
 
	
  
5.
  	
  
UTILISATION
  	
   
 	
  
14
  
	
  6.
  	
  
UTILISATION - SWINGLINE   LOANS
  	
   
 	
  
15
  
	
  
7.
  	
  
SWINGLINE LOANS
  	
   
 	
  
16
  
	
  
8.
  	
  
OPTIONAL CURRENCIES
  	
   
 	
  
18
  
	
  
 
  	
  
SECTION 4
  	
   
 	
   
 
	
  
 
  	
  
REPAYMENT, PREPAYMENT AND CANCELLATION
  	
   
 	
   
 
	
  
9.
  	
  
REPAYMENT
  	
   
 	
  
20
  
	
  10.
  	
  
PREPAYMENT AND   CANCELLATION
  	
   
 	
  
20
  
	
  
 
  	
  
SECTION 5
  	
   
 	
   
 
	
  
 
  	
  
COSTS OF UTILISATION
  	
   
 	
   
 
	
  
11.
  	
  
INTEREST
  	
   
 	
  
22
  
	
  
12.
  	
  
INTEREST PERIODS
  	
   
 	
  
24
  
	
  
13.
  	
  
CHANGES TO THE CALCULATION   OF INTEREST
  	
   
 	
  
24
  
	
  14.
  	
  
FEES
  	
   
 	
  
25
  
	
  
 
  	
  
SECTION 6
  	
   
 	
   
 
	
  
 
  	
  
ADDITIONAL PAYMENT OBLIGATIONS
  	
   
 	
   
 
	
  
15.
  	
  
TAX GROSS UP AND   INDEMNITIES
  	
   
 	
  
28
  
	
  
16.
  	
  
INCREASED COSTS
  	
   
 	
  
31
  
	
  
17.
  	
  
OTHER INDEMNITIES
  	
   
 	
  
32
  
	
  18.
  	
  
MITIGATION BY THE LENDERS
  	
   
 	
  
33
  
	
  
19.
  	
  
COSTS AND EXPENSES
  	
   
 	
  
33
  
	
  
 
  	
  
SECTION 7
  	
   
 	
   
 
	
  
 
  	
  
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
  	
   
 	
   
 
	
  
20.
  	
  
REPRESENTATIONS
  	
   
 	
  
34
  
	
  
21.
  	
  
INFORMATION UNDERTAKINGS
  	
   
 	
  
35
  
	
  22.
  	
  
GENERAL UNDERTAKINGS
  	
   
 	
  
38
  
	
  
23.
  	
  
EVENTS OF DEFAULT
  	
   
 	
  
40
  
	
  
 
  	
  
SECTION 8
  	
   
 	
   
 
	
  
 
  	
  
CHANGES TO PARTIES
  	
   
 	
   
 
	
  
24.
  	
  
CHANGES TO THE LENDERS
  	
   
 	
  
43
  
	
  
25.
  	
  
CHANGES TO THE BORROWER
  	
   
 	
  
46
  



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CONFORMED COPY

	
  
 
  	
  
SECTION 9
  	
   
 	
   
 
	
  
 
  	
  
THE FINANCE PARTIES
  	
   
 	
   
 
	
  
26.
  	
  
ROLE OF THE AGENT AND THE   MANDATED LEAD ARRANGERS
  	
   
 	
  
47
  
	
  
27.
  	
  
CONDUCT OF BUSINESS BY THE   FINANCE PARTIES
  	
   
 	
  
51
  
	
  
28.
  	
  
SHARING AMONG THE FINANCE   PARTIES
  	
   
 	
  
51
  
	
   
  	
  
SECTION 10
  	
   
 	
   
 
	
  
 
  	
  
ADMINISTRATION
  	
   
 	
   
 
	
  
29.
  	
  
PAYMENT MECHANICS
  	
   
 	
  
54
  
	
  
30.
  	
  
SET-OFF
  	
   
 	
  
56
  
	
  
31.
  	
  
NOTICES
  	
   
 	
  
56
  
	
  
32.
  	
  
CALCULATIONS AND   CERTIFICATES
  	
   
 	
  
57
  
	
  33.
  	
  
EXTENSION OF THE FACILITY
  	
   
 	
  
57
  
	
  
34.
  	
  
PARTIAL INVALIDITY
  	
   
 	
  
59
  
	
  
35.
  	
  
REMEDIES AND WAIVERS
  	
   
 	
  
59
  
	
  
36.
  	
  
AMENDMENTS AND WAIVERS
  	
   
 	
  
59
  
	
  
 
  	
  
SECTION 11
  	
   
 	
   
 
	
  
 
  	
  
GOVERNING LAW AND ENFORCEMENT
  	
   
 	
   
 
	
  37.
  	
  
GOVERNING LAW
  	
   
 	
  
61
  
	
  
38.
  	
  
ENFORCEMENT - JURISDICTION   OF THE FRENCH COURTS
  	
   
 	
  
61
  




THE SCHEDULES

	
  
  SCHEDULE 
  	
   
 	
  
PAGE
  
	
   
  	
  
 
  	
  


  
	
  
SCHEDULE 1 The Original   Lenders
  	
   
 	
  
62
  
	
  
SCHEDULE 2 Conditions   precedent
  	
   
 	
  
64
  
	
  SCHEDULE 3 Utilisation   Request
  	
   
 	
  
65
  
	
  
SCHEDULE 4 Mandatory Cost   formulae
  	
   
 	
  
67
  
	
  
SCHEDULE 5 Form of   Transfer Agreement
  	
   
 	
  
70
  
	
  
SCHEDULE 6 Timetables
  	
   
 	
  
72
  




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EXECUTION VERSION


THIS AGREEMENT is dated 29 October 2004 and made between: 

	
  
(1)
  	
  
LAFARGE S.A., a company   registered in Paris, France with Commerce Registry Number B 542 105 572 (the   “Borrower”);
  
	
  
 
  	
  
 
  
	
  (2)
  	
  
The Royal Bank of Scotland   plc, Société Générale, HSBC CCF, Citibank International plc, London branch   and Calyon (whether acting individually or together the “Mandated Lead Arrangers”);
  
	
  
 
  	
  
 
  
	
  
(3)
  	
  
THE FINANCIAL INSTITUTIONS   listed in Part I and Part II of Schedule 1 as lenders (the “Original Lenders”); and
  
	
  
 
  	
  
 
  
	
  
(4)
  	
  
HSBC Bank plc as agent of   the other Finance Parties (the “Agent”   and as Swingline Agent (the “Swingline   Agent”)).
  




IT IS AGREED as follows: 


SECTION 1


INTERPRETATION

	
  
1.
  	
  
DEFINITIONS   AND INTERPRETATION
  
	
   
  	
  
 
  
	
  
1.1
  	
  
Definitions
  
	
  
 
  	
  
 
  
	
  
 
  	
  
In this Agreement:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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 or the   Swingline 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.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Amendment Agreement” means the amendment   agreement dated 28 July 2005 between the Borrower and the Agent.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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 one Month   before the last Final Termination Date.
  
	
   
  	
  
 
  
	
  
 
  	
  
“Available Commitment” means a Lender’s Commitment   minus:
  






	
  
 
  	
  
(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   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.
  




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CONFORMED COPY

	
  
 
  	
  
“Available Facility” means the aggregate   for the time being of each Lender’s Available Commitment.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Base Currency” or “€” means euro.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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 16.3 (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 11.3 (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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Commitment” means:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
in relation to an Original   Lender, the amount in the Base Currency set opposite its name under the   heading “Commitment” in   Part 1 of 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 (and   taking into account the Reallocation) and includes in relation to any   Swingline Lender, its Swingline Commitment to the extent not cancelled,   reduced or transferred by it under this Agreement.
  




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CONFORMED COPY


	
  
 
  	
  
“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).
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
“EONIA” means, in relation to a Business   Day and any amount denominated in Euros:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
the applicable Screen   Rate; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
if no screen Rate is   available for that Business Day, the rate calculated by the Agent as being   the arithmetic mean of the annual rates (rounded upwards to four decimal   places) supplied to the Agent at its request, quoted by the Reference Banks,   on such Business Day to leading banks in the European interbank market, for   the offering of deposits in Euros for a period from one Business Day to the   immediately following Business Day; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
if none or only one of the   Reference Banks supplies a rate to the Agent (as specified in paragraph   (b) above), the rate notified to the Agent by each Swingline Lender as   soon as practicable and in any event before the relevant interest is due to   be paid, to be that which expresses as a percentage per annum the cost to   that Lender of funding its participation in that Swingline Loan from whatever   source it may reasonably select.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“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,
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Existing Facility” means the Borrower’s €1,400,000,000 facility dated 30   July 2003.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Event of Default” means any event or   circumstance specified as such in Clause 23 (Events   of Default).
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
“Facility” means the multicurrency   revolving loan facility made available under this Agreement as described in   Clause 2 (The Facility) or the   Swingline Facility.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Facility Amount” means €1,850,000,000.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“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.
  




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CONFORMED COPY

	
   
  	
  
“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 14 (Fees).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Final Termination Date” means in respect   of any Lender (a) the Initial Termination Date; or (b) following an   extension agreed by that Lender in accordance with Clause 33 (Extension of Facility), the date to   which the Initial Termination Date has been extended (or in the case of two   extensions, the date to which the Initial Termination Date has been extended   by the most recent extension in respect of that Lender).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Finance Document” means this Agreement,   any Fee 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   23.5 (Cross-Default) only, the   net marked to market amount of any currency swap or interest swap, cap,   collar arrangements or any other derivative instrument;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(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.
  



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CONFORMED COPY

	
  
 
  	
  
“HSBC CCF” means CCF.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Information Package” means the document   in the form approved by the Borrower concerning the Group which, at its   request and on its behalf, was prepared in relation to this transaction and   made available by the Mandated Lead Arrangers to selected financial   institutions before the date of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Initial Termination Date” means the date   which is five years after the date of the Amendment Agreement.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Interest Period” means, in relation to a   Loan, each period determined in accordance with Clause 12 (Interest Periods) and, in relation to an   Unpaid Sum, each period determined in accordance with Clause 11.3 (Default interest) and each period   determined under this Agreement by reference to which interest on a Swingline   Loan is calculated.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Japanese Yen” or “¥” means the lawful currency for the time   being of Japan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Lender” means:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
any Original Lender;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
any bank or financial   institution, which has become a Party in accordance with Clause 24 (Changes to the Lenders); and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
unless the context   otherwise requires, a Swingline Lender,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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 in   an Optional Currency:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
the applicable Screen   Rate; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
(if no Screen Rate is   available for the currency or 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   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 loan made or to be made   under the Facility (including a Swingline Loan) or the principal amount   outstanding for the time being of that loan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Majority Lenders” means:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Mandatory Cost” means the percentage rate   per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost formulae).
  




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CONFORMED COPY

	
  
 
  	
  
“Margin” means the percentage rate per annum as   determined in accordance with Clause 11.5 (Margin).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Moody’s” means Moody’s Investors’ Services, Inc.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Optional   Currency” means a   currency (other than the Base Currency) which complies with the conditions   set out in Clause 4.3 (Conditions relating   to Optional Currencies).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Original   Financial Statements”   means the audited consolidated financial statements of the Group for the   financial year ended 31 December 2003.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
“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:
  




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CONFORMED COPY


	
  
 
  	
  
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 15 (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;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
(if the currency is   sterling) the first day of that period; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
(for any other currency)   two Business Days before the first day of that period,
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
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 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).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Reallocation” means the allocation of increased Commitments   to certain Lenders (which have given their prior written consent to the   Agent):
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
following the cancellation   (on or prior to the date of the Amendment Agreement) of the Commitments of   those Lenders (the “Declining Lenders”)   which did not give their consent to the amendments contained in the Amendment   Agreement;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
in an aggregate amount not   exceeding the aggregate amount of the Declining Lenders cancelled   Commitments; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
as set out in a revised   schedule of Commitments agreed between the Borrower and the Agent on or prior   to the date of the Amendment Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Reference   Banks” means in   relation to EURIBOR or EONIA the principal Paris offices of Citibank   International plc, Calyon, HSBC CCF and Société Générale and, in relation to   LIBOR and Mandatory Cost, the principal office in London of Citibank   International plc, Calyon, HSBC
  




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CONFORMED COPY

	
  
 
  	
  
Bank plc and Société   Générale or such other banks as may be appointed by the Agent in consultation   with Borrower.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Relevant   Interbank Market”   means, in relation to euro, the European interbank market and, in relation to   any other currency, the London interbank market.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Repeating   Representations”   means each of the representations set out in Clauses 20.1 (Status) to 20.4 (Power and authority), 20.7 (No default) and 20.12 (No proceedings pending or threatened) to   20.14 (Environmental Laws).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Rollover   Loan” means one or   more Loans:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
made or to be made on the   same day that one or more maturing Loans is or are due to be repaid;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
the aggregate amount of   which is equal to or less than the maturing Loan(s) (unless it is more than   the maturing Loan(s) solely because it arose as a result of the operation of   Clause 8.2 (Unavailability of a currency));
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(c)
  	
  
in the same currency as   the maturing Loan(s) (unless it arose as a result of the operation of Clause   8.2 (Unavailability of a currency));   and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
made or to be made to the   Borrower for the purpose of refinancing the maturing Loan(s).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“S&P” means Standard & Poor’s Rating Group,   a division of McGraw Hill, Inc., a New York corporation.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Screen   Rate” means:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
in relation to EURIBOR,   the percentage rate per annum determined by the Banking Federation of the   European Union for the relevant period;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
in relation to LIBOR, the   British Bankers Association Interest Settlement Rate for the relevant   currency and period; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
for EONIA, the Euro   Overnight Interest Average rate of the interbank operations on a date,   calculated by the European Central Bank and published the day of the   transaction at 7 pm (Paris time) by the Federation of Banks of the European   Union
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Specified   Time” means a time   determined in accordance with Schedule 6 (Timetables).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Sterling” or “£”   means the lawful currency for the time being of the United Kingdom.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“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.
  




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CONFORMED COPY

	
  
 
  	
  
“Swingline   Commitment” means:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
in relation to a Swingline   Lender on the date of this Agreement, the amount in Euro set opposite its   name under the heading “Swingline Commitment” in Part II of   Schedule 1 (The Original Parties)   and the amount of any other Swingline Commitment transferred to it under this   Agreement; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
in relation to any other   Swingline Lender, the amount of any Swingline Commitment transferred to it   under this Agreement,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
to the extent not   cancelled, reduced or transferred by it under this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Swingline   Facility” means the   Euro swingline loan facility made available under this Agreement as described   in Clause 7 (Swingline Loans).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Swingline   Lender” means:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
an Original Lender listed   in Part II of Schedule 1 (The   Original Parties) as a swingline lender; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
any other person that   becomes a Swingline Lender after the date of this Agreement in accordance   with Clause 24 (Changes to Lenders),
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
which in each case has not   ceased to be a Party in accordance with the terms of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Swingline   Loan” means a loan   made or to be made under the Swingline Facility or the principal amount   outstanding for the time being of that loan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Swiss   Franc” or “CHF” means the lawful currency for the   time being of Switzerland.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“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).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Total   Commitments” means   the aggregate of the Commitments, being Euro 1,850,000,000 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.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Unpaid   Sum” means any sum   due and payable but unpaid by the Borrower under the Finance Documents.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Utilisation” means a utilisation of the Facility.
  




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CONFORMED COPY

	
  
 
  	
  
“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 Schedule 3 (Utilisation Request).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“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 London time;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(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;
  




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CONFORMED COPY

	
  
 
  	
  
(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.
  




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CONFORMED COPY


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 (including a swingline facility) with an extension   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 general corporate   purposes including commercial paper backstop. The Facility shall replace the   Existing Facility.
  
	
   
  	
  
 
  	
  
 
  
	
  
3.2
  	
  
Monitoring
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
No Finance Party is bound   to monitor or verify the application of any amount borrowed pursuant to this   Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.
  	
  
CONDITIONS   PRECEDENT
  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.1
  	
  
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 Agent has   received all of the documents and other evidence listed in Schedule 2 (Conditions precedent) in form and   substance satisfactory to the Agent acting reasonably. The Agent shall   promptly confirm to the Borrower and the Lenders that it has received such   documents as soon as practicable upon receiving them in form and substance   satisfactory to it.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.2
  	
  
Further   conditions precedent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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
  



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CONFORMED COPY

	
  
 
  	
  
(b)
  	
  
the Repeating   Representations to be made by the Borrower are true in all material respects.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.3
  	
  
Conditions   relating to Optional Currencies
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
A currency will constitute   an Optional Currency in relation to a Loan if:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(i)
  	
  
it is readily available in   the amount required and freely convertible into the Base Currency in the   Relevant Interbank Market on the Quotation Day and the Utilisation Date for   that Loan and has been approved by the Agent on or prior to receipt by the   Agent of the relevant Utilisation Request for that Loan; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
it is U.S. Dollars,   Sterling, Japanese Yen or Swiss Francs.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.4
  	
  
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)
  	
  
Any Loan made by a single   Lender under Clause 8.2 (Unavailability of   a currency) shall not be taken into account in this Clause 4.4.
  




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CONFORMED COPY


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 12 (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 Euro 25,000,000 or, if less, the Available   Facility; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
if the currency selected   is U.S. Dollars, Pounds Sterling, Japanese Yen or Swiss Francs a minimum of   U.S.$25,000,000, £15,000,000, ¥2,500,000,000 or CHF 32,500,000, as the case   may be, 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.
  




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CONFORMED COPY

	
  
6.
  	
  
UTILISATION   — SWINGLINE LOANS
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
6.1
  	
  
General
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
In this Clause and Clause   7 (Swingline Loans):
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(i)
  	
  
“Overall   Commitment” of a   Lender means:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(A)
  	
  
its Commitment; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(B)
  	
  
in the case of a Swingline   Lender which does not have a Commitment, the Commitment of a Lender which is   its Affiliate;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(ii)
  	
  
“Total   Swingline Commitments”   means the aggregate of the Swingline Commitments, being Euro 250,000,000 at   the date of this Agreement and which for the avoidance of doubt are a   sub-limit of the Total Commitments; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	 (i)
	 Clause 5 (Utilisation); 

    
	
  
 
  	  
	  
	
  
 
  
	
   
  	 (ii)
	 Clause 8 (Optional currencies); 

    
	
  
 
  	  
	  
	
  
 
  
	
  
 
  	 (iii)
	 Clause 10.4 (Voluntary prepayment of Loans)

    
	
  
 
  	  
	  
	
  
 
  
	
  
 
  	 (iv)
	 Clause 11 (Interest) (except Clause 11.3 (Default Interest), Clause 11.5 (Margin) and Clause 11.6 (Effective Global Rate)); 

    
	
  
 
  	  
	  
	
  
 
  
	
   
  	 (v)
	 Clause 12 (Interest Periods); and 

    
	
  
 
  	  
	  
	
  
 
  
	
  
 
  	 (vi)
	 Clause 13 (Changes to the calculation of interest), 

    
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 do not apply to Swingline   Loans.

  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  6.2
  	
  
Delivery   of a Utilisation Request for Swingline Loans
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower may utilise   the Swingline Facility by delivery to the Agent of a duly completed   Utilisation Request in the form of Part 1B of Schedule 3 (Utilisation Request — Swingline Loans)   not later than the Specified Time (for the avoidance of doubt being 11.00 am   on the relevant Utilisation Date).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Each Utilisation Request   relating to a Swingline Loan is irrevocable.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
6.3
  	
  
Completion   of a Utilisation Request for Swingline Loans
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
A Utilisation Request for   a Swingline Loan will only be considered as duly completed if:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
it states that the Loan is   a Swingline Loan;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
the Utilisation Date is a   TARGET Day within the Availability Period;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(iii)
  	
  
the Swingline Loan is   denominated in Euro;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iv)
  	
  
the proposed Interest   Period:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(A)
  	
  
does not end after the   next Final Termination Date to occur after the date of the Utilisation   Request for that Swingline Loan, in respect of any Swingline Lender;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(B)
  	
  
is a period of not more   than 10 TARGET Days;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(C)
  	
  
ends on a TARGET Day; and
  




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CONFORMED COPY

	
  
 
  	
  
(v)
  	
  
the amount of the   requested Swingline Loan is not more than the Available Facility under the   Swingline Facility and is a minimum of €20,000,000 or if less the Available Facility under the Swingline   Facility.
  
	
   
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Only one Swingline Loan   may be requested in each Utilisation Request.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
6.4
  	
  
Swingline   Lenders’ participation
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
If the conditions set out   in this Agreement have been met, each Swingline Lender shall make its   participation in each Swingline Loan available through its Facility Office.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The Swingline Lenders will   only be obliged to comply with paragraph (a) above if on the date of the   Utilisation Request and on the proposed Utilisation Date:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
no Event of Default is   continuing or would result from the proposed Utilisation;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
the Repeating   Representations to be made by the Borrower are true in all material respects.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
The amount of each   Swingline Lender’s participation in each Swingline Loan will be equal to the   proportion borne by its Available Commitment under the Swingline Facility to   the Available Facility under the Swingline Facility immediately prior to   making the Swingline Loan, adjusted to take account of any limit applying   under Clause 6.5 (Relationship with the   Facility).
  
	
  
 
  	
  
 
  	
  
 
  
	
  (d)
  	
  
The Agent shall notify   each Swingline Lender of the amount of each Swingline Loan and its   participation in that Swingline Loan by the Specified Time.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
6.5
  	
  
Relationship   with the Facility
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
This Subclause applies   when a Swingline Loan is outstanding or is to be borrowed.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The Swingline Facility is   not independent of the Facility.
  
	
  
 
  	
  
 
  	
  
 
  
	
  (c)
  	
  
Notwithstanding any other   term of this Agreement a Lender is only obliged to participate in a Loan to   the extent that it would not result in its participation and that of a Lender   which is its Affiliate in the Loans exceeding its Overall Commitment.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
Where, but for the   operation of paragraph (c) above, the Base Currency Amount of a Lender’s   participation and that of a Lender which is its Affiliate in the Loans would   have exceeded its Overall Commitment, the excess will be apportioned among   the other Lenders participating in the relevant Loan pro rata according to   their relevant Commitments. This calculation will be applied as often as   necessary until the Loan is apportioned among the relevant Lenders in a   manner consistent with paragraph (c) above.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
7.
  	
  
SWINGLINE   LOANS
  
	
  
 
  	
  
 
  	
  
 
  
	
  7.1
  	
  
Swingline
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Subject to the terms of   this Agreement, the Swingline Lenders make available to the Borrower a Euro   swingline loan facility (as a sub-limit of the Facility) in an aggregate   amount equal to the Total Swingline Commitments.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
7.2
  	
  
Purpose
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower shall apply   all amounts borrowed by it under the Swingline Facility towards refinancing   any maturing note or other instrument. A Swingline Loan may not be applied in   repayment or prepayment of another Swingline Loan.
  




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CONFORMED COPY

	
  
7.3
  	
  
Repayment
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower shall repay a   Swingline Loan on the last day of its Interest Period.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(i)
  	
  
If a Swingline Loan is not   repaid on its due date, each Lender must pay to the Agent for the Swingline   Lenders an amount calculated as described below within three Business Days of   demand by the Agent.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
The amount (if any)   required to be paid by a Lender is its Proportion of the Swingline Loan not   repaid less the amount of its participation (or that of a Lender which is its   Affiliate), before any adjustment under this Clause 7.3, in the unpaid amount   of the Swingline Loan together with any interest accrued and unpaid on that   amount from the Utilisation Date of the Swingline Loan to the date of payment   by that Lender. If this produces a negative figure for a Lender no amount   need be paid by that Lender.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
The “Proportion” of a Lender means the   proportion borne by:
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(A)
  	
  
its Commitment (or, if the   Total Commitments are then zero, its Commitment immediately prior to their   reduction to zero) less its participation in any outstanding Loans; to
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(B)
  	
  
the Total Commitments (or,   if the Total Commitments are then zero, the Total Commitments immediately   prior to their reduction to zero) less any outstanding Loans.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iv)
  	
  
Each Lender’s obligations   under this paragraph (b) shall be absolute and unconditional and shall   not be affected by any circumstance whatsoever, including the occurrence or   continuance of an Event of Default.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(v)
  	
  
Each payment by a Lender   under this paragraph (b) shall be made without any deduction or withholding   (except for a Tax Deduction required by law) and without (and free and clear   of any deduction for) set-off or counterclaim.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(vi)
  	
  
On a payment under this   paragraph, the paying Lender will be subrogated to the rights of the   Swingline Lenders which have shared in the payment received.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(vii)
  	
  
If and to the extent the   paying Lender is not able to rely on its rights under sub-paragraph   (vi) above, the Borrower shall be liable to the paying Lender for a debt   equal to the amount the paying Lender has paid under this paragraph and the   Borrower’s liability to the Swingline Lenders will be reduced accordingly.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(viii)
  	
  
Any payment under this   paragraph does not reduce the obligations in aggregate of the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
7.4
  	
  
Voluntary   Prepayment of Swingline Loans
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower may prepay at   any time the whole of that Swingline Loan.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  (b)
  	
  
Unless a contrary   indication appears in this Agreement, any part of the Swingline Facility   which is prepaid may be reborrowed in accordance with the terms of this   Agreement.
  




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CONFORMED COPY

	
  
7.5
  	
  
Interest
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The interest rate of each   Swingline Loan for each day during its Interest Period is the rate per annum   on that day which is the sum of:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(A)
  	
  
the Margin plus 0.075% per   annum;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(B)
  	
  
EONIA at 7pm on that day;   and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(C)
  	
  
Mandatory Costs.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
If a day during the   Interest Period is not a TARGET Day, the interest rate applicable for that   day of the Interest Period will be the rate applicable on the previous TARGET   Day.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
Unless provided otherwise,   the Borrower must pay the interest due in relation to each Swingline Loan on   the last day of its Interest Period and the Agent shall notify the Borrower   by 10.00am on that day of the amount of interest due.
  
	
   
  	
  
 
  	
  
 
  
	
  
7.6
  	
  
Interest   Period
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Each Swingline Loan has   one Interest Period only.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
The Interest Period for a   Swingline Loan must be selected in the relevant Utilisation Request (as   described in Clause 6.3 (Completion of a   Utilisation Request for Swingline Loans).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
7.7
  	
  
Swingline   Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Agent may perform its   duties in respect of the Swingline Facility through an Affiliate acting as   its agent.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Notwithstanding any other   term of this Agreement and without limiting the liability of the Borrower   under the Finance Documents, 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)   pay to or indemnify the Agent, within three Business Days of demand, for or   against any cost, loss or liability incurred by the Agent or its Affiliate   (other than by reason of the Agent’s or the Affiliate’s gross negligence or   wilful misconduct) in acting as Agent for the Swingline Facility under the   Finance Documents (unless the Agent or its Affiliate has been reimbursed by   the Borrower pursuant to a Finance Document).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
7.8
  	
  
Conditions   of assignment or transfer
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
Notwithstanding any other   term of this Agreement, each Swingline Lender shall ensure that at all times   its Overall Commitment is not less than:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
its Swingline Commitment;   or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
if it does not have a   Swingline Commitment, the Swingline Commitment of a Lender which is its   Affiliate.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
8.
  	
  
OPTIONAL   CURRENCIES
  
	
   
  	
  
 
  	
  
 
  
	
  
8.1
  	
  
Selection   of currency
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower shall select   the currency of a Loan in the Utilisation Request.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
8.2
  	
  
Unavailability   of a currency
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If before the Specified   Time on any Quotation Day:
  




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CONFORMED COPY

	
  
 
  	
  
(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 8.2 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.
  
	
   
  	
  
 
  	
  
 
  
	
  
8.3
  	
  
Participation   in a Loan
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Each Lender’s   participation in a Loan will be determined in accordance with paragraph   (b) of Clause 5.4 (Lenders’   participation).
  




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CONFORMED COPY


SECTION 4


REPAYMENT, PREPAYMENT AND CANCELLATION

	
  
9.
  	
  
REPAYMENT
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
The Borrower shall repay   each Loan on the last day of its Interest Period.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
10.
  	
  
PREPAYMENT   AND CANCELLATION
  
	
  
 
  	
  
 
  	
  
 
  
	
  
10.1
  	
  
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
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(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).
  
	
  
 
  	
  
 
  	
  
 
  
	
  10.2
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
10.3
  	
  
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 Euro 10,000,000) of the Available   Facility. Any cancellation under this Clause 10.3 shall reduce the   Commitments of the Lenders rateably.
  
	
  
 
  	
  
 
  	
  
 
  
	
  10.4
  	
  
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   Euro 10,000,000).
  




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CONFORMED COPY

	
  
10.5
  	
  
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 15.2 (Tax gross-up);   or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
any Lender claims indemnification   from the Borrower under Clause 15.3 (Tax   indemnity) or Clause 16.1 (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.

    
	
  
 
  	
  
 
  	
  
 
  
	
  
10.6
  	
  
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 15.2 (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).

    
	
  
 
  	
  
 
  	
  
 
  
	
  10.7
  	
  
Restrictions
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Any notice of cancellation   or prepayment given by any Party under this Clause 10 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 may be reborrowed in accordance with the terms of this Agreement.
  
	
   
  	
   
  	
   
  
	
  (d)
  	
  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.
  
	
   
  	
   
  	
   
  
	
  (e)
  	
  No amount of the Total   Commitments cancelled under this Agreement may be subsequently reinstated.
  
	
   
  	
   
  	
   
  
	
  (f)
  	
  If the Agent receives a   notice under this Clause 10 it shall promptly forward a copy of that notice   to either the Borrower or the affected Lender, as appropriate.
  



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CONFORMED COPY



SECTION 5


COSTS OF UTILISATION

	
  
11.
  	
  
INTEREST
  
	
  
 
  	
  
 
  	
  
 
  
	
  
11.1
  	
  
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)
  	
  
EURIBOR or, in relation to   any Loan in an Optional Currency, LIBOR; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Mandatory Cost, if any.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
11.2
  	
  
Payment   of interest
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
The Borrower shall pay   accrued interest on each Loan on the last day of each Interest Period (and,   if the Interest Period is longer than six Months, on the dates falling at six   monthly intervals after the first day of the Interest Period).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
11.3
  	
  
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 11.3 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.
  
	
   
  	
  
 
  	
  
 
  
	
  
11.4
  	
  
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.
  




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11.5
  	
  
Margin
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The Margin will be 0.20   per cent. per annum but will be subject to adjustment to the relevant   percentage rate specified in the table below according to the long term   credit rating (“Rating”) of the   Borrower assigned by Moody’s and S&P
  






	
  
Moody’s / S&P
  	
   
 	
  
Margin (%   p.a.)
  	
   
 
	
  


  	
   
 	
  


  	
   
 
	
  
Above A3/A-
  	
  
 
  	
  
 
  	
  
0.125
  	
  
 
  
	
  
A3/A-
  	
  
 
  	
  
 
  	
  
0.15
  	
  
 
  
	
  Baa1/BBB+
  	
  
 
  	
  
 
  	
  
0.175
  	
  
 
  
	
  
Baa2/BBB
  	
  
 
  	
  
 
  	
  
0.20
  	
  
 
  
	
  
Baa3/BBB-
  	
  
 
  	
  
 
  	
  
0.30
  	
  
 
  
	
  
Below Baa3/BBB-
  	
  
 
  	
  
 
  	
  
0.50
  	
  
 
  






	
  
(a)
  	
  
The Borrower shall   promptly notify the Agent as soon as it becomes aware of any change in the   Rating assigned to it by Moody’s or S&P or if it becomes aware that   either or both of Moody’s and S&P will no longer be assigning a Rating to   it. If different Ratings are assigned to the Borrower by Moody’s and S&P   at any time at which an adjustment to the Margin is to be made, the applicable   Margin shall be the average of those applicable to each Rating.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
If at any time no Rating   is assigned to the Borrower by Moody’s or S&P, the Margin shall be   determined on the basis of the remaining Rating. If no Rating is assigned by   either Moody’s or S&P then:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
the Agent and the Borrower   shall enter into negotiations (for a period of not more than thirty days)   with a view to agreeing a substitute basis for determining the Margin;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
during the period of   negotiations referred to in paragraph (i) above, the Margin shall be   determined on the basis of the Rating(s) assigned to the Borrower immediately   prior to the date on which a Rating ceased to be assigned to it by both   Moody’s and/or S&P; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
if no agreement is reached   between the Agent and the Borrower pursuant to paragraph (i) above, the   applicable Rating shall be deemed to be Baa3/BBB-.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
Any adjustment to the   Margin will apply only to Loans which are made on or after:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
the date of official   confirmation or publication by the relevant rating agency of any relevant   change to the Rating assigned by it to the Borrower; or
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
the date on which the   Agent and the Borrower agree a substitute basis for determining the Margin in   accordance with Clause 11.5(c)(i), or, if no agreement is reached, the date   on which the Rating is deemed to be Baa3/BBB- in accordance with Clause   11.5(c)(iii) above.
  
	
  
 
  	
  
 
  
	
  
11.6
  	
  
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
  




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        (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 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.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
12.
  	
  
INTEREST   PERIODS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
12.1
  	
  
Selection   of Interest Periods
  
	
  
 
  	
  
 
  	
  
 
  
	
  (a)
  	
  
The Borrower may select an   Interest Period for a Loan (other than a Swingline Loan) in the Utilisation   Request for that Loan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
Subject to this Clause 12,   the Borrower may select an Interest Period of 1, 2, 3, 6 or 12 Months or any   other period agreed between the Borrower and the Agent (acting on the   instructions of all the Lenders) provided that, if the period between the   proposed Utilisation Date and the next Final Termination Date to occur in   respect of any Lender is less than one month, the Borrower may select an   Interest Period of less than one month.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
An Interest Period for a   Loan shall not extend beyond the next Final Termination Date to occur after   the date of the Utilisation Request for that Loan, in respect of any Lender.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
A Loan has one Interest   Period only (commencing on its Utilisation Date).
  
	
   
  	
  
 
  	
  
 
  
	
  
12.2
  	
  
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).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
13.
  	
  
CHANGES   TO THE CALCULATION OF INTEREST
  
	
  
 
  	
  
 
  	
  
 
  
	
  
13.1
  	
  
Absence   of quotations
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
Subject to Clause 13.2 (Market disruption), if EURIBOR or, if   applicable, LIBOR 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 EURIBOR or LIBOR shall be determined on the   basis of the quotations of the remaining Reference Banks.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
13.2
  	
  
Market   disruption
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
If a Market Disruption   Event occurs in relation to a Loan (other than a Swingline 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
  




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(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 EURIBOR or, if applicable, LIBOR 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 participations in that Loan or   (ii) EURIBOR (or LIBOR if the Loan is denominated in an Optional   Currency) does not adequately represent their cost of funds.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
13.3
  	
  
Break   Costs
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  (a)
  	
  
The Borrower shall (except   in the circumstances described in Clause 10.1(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.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
14.
  	
  
FEES
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  14.1
  	
  
Commitment   fee
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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 30 per cent. of the Margin on that Lender’s   Available Commitment for the Availability Period, subject to adjustment of   the relevant percentage rate as specified in the table below according to the   Ratings of the Borrower assigned by Moody’s and S&P.
  






	
  
Moody’s / S&P
  	
   
 	
  
Commitment   Fee
   (% of the Margin)
  	
   
 
	
  


  	
   
 	
  


  	
   
 
	
  Baa3/BBB- and above
  	
  
 
  	
  
 
  	
  
30
  	
  
%
  
	
  
Below Baa3/BBB-
  	
  
 
  	
  
 
  	
  
35
  	
  
%
  




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(a)
  	
  
The Borrower shall   promptly notify the Agent as soon as it becomes aware of any change in the   Rating assigned to it by Moody’s or S&P or if it becomes aware that   either or both of Moody’s and S&P will no longer be assigning a Rating to   it. If different Ratings are assigned to the Borrower by Moody’s and S&P   at any time, the applicable commitment fee shall be the average percentage   applicable to each Rating.
  
	
   
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
If at any time no Rating   is assigned to the Borrower by Moody’s or S&P, the commitment fee shall   be determined on the basis of the remaining Rating. If no Rating is assigned   by either Moody’s or S&P then:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
the Agent and the Borrower   shall enter into negotiations (for a period of not more than thirty days)   with a view to agreeing a substitute basis for determining the commitment   fee;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
during the period of   negotiations referred to in paragraph (i) above, the commitment fee   shall be determined on the basis of the Rating(s) assigned to the Borrower   immediately prior to the date on which a Rating ceased to be assigned to it   by both Moody’s and/or S&P; and
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
if no agreement is reached   between the Agent and the Borrower pursuant to paragraph (i) above, the   applicable Rating shall be deemed to be Baa3/BBB-.
  
	
   
  	
  
 
  	
  
 
  
	
  
(c)
  	
Any adjustment to the commitment
fee will take place on either the date of official confirmation or publication
by the relevant rating agency of any relevant change to the Rating assigned by
it to the Borrower or the date on which the Agent and the Borrower agree a
substitute basis for determining the commitment fee in accordance with paragraph
(c)(i) above, or if no agreement is reached, the date on which the Rating is
deemed to be Baa3/BBB- in accordance with paragraph (c)(iii) above. 
  
	
  
 
  	
  
 
  
	
  
(d)
  	
  
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 applicable Final Termination Date for   each Lender 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.
  
	
  
 
  	
  
 
  
	
  14.2
  	
  
Arrangement   and participation fee
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower shall pay to   the Mandated Lead Arrangers an arrangement and participation fee in the   amount and at the times agreed in a Fee Letter.
  
	
  
 
  	
  
 
  
	
  
14.3
  	
  
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.
  
	
  
 
  	
  
 
  
	
  
14.4
  	
  
Utilisation   Fee
  
	
   
  	
  
 
  
	
  
 
  	
  
The Borrower shall pay to   the Agent (for the account of the Lenders) a utilisation fee if any   (a) 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 and (b) on the applicable Final Termination Date for   each Lender. The accrued utilisation fee shall be payable in arrear on the   average daily Base Currency Amount of Loans outstanding during such period   calculated as a
  




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percentage of the Total   Commitments at such date (the “Percentage   Utilisation”) computed at the rate of 0.025% where the Percentage   Utilisation is above 50%. For the avoidance of doubt, no utilisation fee is   payable where the Percentage Utilisation is 50% or below.
  
	
  
 
  	
  
 
  
	
  
14.5
  	
  
Communications
  
	
   
  	
  
 
  
	
  
 
  	
  
The address and fax number   of the Borrower for any communication or document to be made or delivered in   connection with this Clause 14 (Fees)   only is:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Address: 61, rue des   Belles Feuilles, 75782 Paris, France
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Fax: +33 1 44 34 94 93
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Attention: Euro Treasurer
  




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SECTION 6


ADDITIONAL PAYMENT OBLIGATIONS

	
   
  	
  
 
  	
  
 
  
	
  
15.
  	
  
TAX GROSS   UP AND INDEMNITIES
  
	
  
 
  	
  
 
  	
  
 
  
	
  
15.1
  	
  
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 quater 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 15.2 (Tax gross-up) or a payment under Clause   15.3 (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 15 a reference to “determines” or   “determined” means a determination made in the absolute discretion of the   person making the determination.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
15.2
  	
  
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.
  




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(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.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
15.3
  	
  
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 15.2 (Tax   gross-up); or
  




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CONFORMED COPY


	
  
 
  	
  
 
  	
  
(B)
  	
  
would have been   compensated for by an increased payment under Clause 15.2 (Tax gross-up) but was not so compensated   solely because one of the exclusions in paragraph (d) of Clause 15.2 (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 15.3, notify the   Agent.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
15.4
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
15.5
  	
  
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 15.2 (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 was a Qualifying   Lender.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  15.6
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
15.7
  	
  
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.
  




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16.
  	
  
INCREASED   COSTS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
16.1
  	
  
Increased   costs
  
	
  
 
  	
  
 
  	
  
 
  
	
  (a)
  	
  
Subject to Clause 16.3 (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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
16.2
  	
  
Increased   cost claims
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
A Finance Party intending   to make a claim pursuant to Clause 16.1 (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.
  
	
   
  	
  
 
  	
  
 
  
	
  
16.3
  	
  
Exceptions
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Clause 16.1 (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   15.3 (Tax indemnity) (or would   have been compensated for under Clause 15.3 (Tax   indemnity) but was not so compensated solely because any of the   exclusions in paragraph (b) of Clause 15.3 (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”).
  




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17.
  	
  
OTHER   INDEMNITIES
  
	
   
  	
  
 
  	
  
 
  
	
  
17.1
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  17.2
  	
  
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   28 (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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
17.3
  	
  
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 29.9 (Change of   currency); or
  




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(c)
  	
  
acting or relying on any   notice, request or instruction which it reasonably believes to be genuine,   correct and appropriately authorised.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
18.
  	
  
MITIGATION   BY THE LENDERS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
18.1
  	
  
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 15 (Tax gross-up and indemnities) or Clause 16 (Increased costs) or cancelled pursuant   to Clause 10.1 (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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
18.2
  	
  
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 18.1 (Mitigation).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
A Finance Party is not   obliged to take any steps under Clause 18.1 (Mitigation)   if, in the opinion of that Finance Party (acting reasonably), to do so might   be prejudicial to it.
  
	
   
  	
  
 
  	
  
 
  
	
  
19.
  	
  
COSTS AND   EXPENSES
  
	
  
 
  	
  
 
  	
  
 
  
	
  
19.1
  	
  
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
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
any other Finance   Documents executed after the date of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
19.2
  	
  
Amendment   costs
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If (a) the Borrower   requests an amendment, waiver or consent or (b) an amendment is required   pursuant to Clause 29.9 (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.
  
	
   
  	
  
 
  	
  
 
  
	
  
19.3
  	
  
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.
  




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SECTION 7


REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

	
  
20.
  	
  
REPRESENTATIONS
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower makes the   representations and warranties set out in this Clause 20 to each Finance   Party on the date of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
20.1
  	
  
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.
  
	
   
  	
  
 
  	
  
 
  
	
  
20.2
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
20.3
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
20.4
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
20.5
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
20.6
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
20.7
  	
  
No   default
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
No Event of Default is   continuing or would result from the making of any Utilisation.
  
	
  
 
  	
  
 
  	
  
 
  



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20.8
  	
  
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.
  
	
  
 
  	
  
 
  
	
  
20.9
  	
  
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.
  
	
  
 
  	
  
 
  
	
  
20.10
  	
  
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.
  
	
  
 
  	
  
 
  
	
  
20.11
  	
  
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.
  
	
  
 
  	
  
 
  
	
  
20.12
  	
  
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.
  
	
  
 
  	
  
 
  
	
  
20.13
  	
  
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.
  
	
   
  	
  
 
  
	
  
20.14
  	
  
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.
  
	
  
 
  	
  
 
  
	
  
20.15
  	
  
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.
  
	
  
 
  	
  
 
  
	
  20.16
  	
  
Repetition
  
	
  
 
  	
  
 
  
	
  
 
  	
  
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.
  
	
  
 
  	
  
 
  
	
  
21.
  	
  
INFORMATION   UNDERTAKINGS
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The undertakings in this   Clause 21 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.
  




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  21.1
  	
  
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.
  
	
   
  	
  
 
  
	
  
21.2
  	
  
Requirements as to financial statements
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   shall procure that each set of financial statements delivered pursuant to   Clause 21.1 (Financial statements)   is prepared using GAAP.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
21.3
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
21.4
  	
  
Notification of default
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
The Borrower   shall notify the Agent of any event specified in Clauses 23.2 (Disposals) to 23.11 (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).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
21.5
  	
  
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 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


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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.
  
	
   
  	
  
 
  	
  
 
  
	
  
21.6
  	
  
“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 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
  



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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.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
22.
  	
  
GENERAL   UNDERTAKINGS
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The undertakings in this   Clause 22 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.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
22.1
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
22.2
  	
  
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.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
22.3
  	
  
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 31st December 2003   as disclosed in the Original Financial Statements together with any Security   created by the Borrower or any of its 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 31st December 2003;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(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:
  



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(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.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(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.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
22.4
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
22.5
  	
  
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
  




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CONFORMED COPY

	
   
  	
  
the surviving legal entity   and (in the opinion of the Majority Lenders) its creditworthiness is not   materially weaker.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
22.6
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
22.7
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
22.8
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
22.9
  	
  
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.
  
	
   
  	
  
 
  	
  
 
  
	
  
22.10
  	
  
Existing   Facility
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower shall within   5 Business Days of the date of this Agreement, supply evidence to the Agent   that the Existing Facility will be cancelled and that all outstanding amounts   thereunder, if any, will be prepaid or repaid on or before the first   Utilisation Date. Upon receipt, the Agent will supply copies to the Lenders   of any written information received from the Borrower under this Clause   22.10.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
23.
  	
  
EVENTS OF   DEFAULT
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Each of the events or   circumstances set out in this Clause 23 is an Event of Default.
  
	
   
  	
  
 
  	
  
 
  
	
  
23.1
  	
  
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 10.6) 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.
  




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23.2
  	
  
Disposals
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower does not   comply with Clause 22.4 (Disposals).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
23.3
  	
  
Other   obligations
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  

        The Borrower does not comply with any provision of the Finance Documents
        (other than those referred to in Clause 23.1 (Non-payment) or
        Clause 23.2 (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.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
23.4
  	
  
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 the earlier of the date (i) on which the
        Agent gives notice and (ii) on which the Borrower has become aware
        of the misrepresentation.
 
	
   
  	
  
 
  	
  
 
  
	
  
23.5
  	
  
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 23.5 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.
  
	
   
  	
  
 
  	
  
 
  
	
  
23.6
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
23.7
  	
  
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
  




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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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
23.8
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
23.9
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
23.10
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
23.11
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
23.12
  	
  
Acceleration
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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.
  




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SECTION 8


CHANGES TO PARTIES

	
  
24.
  	
  
CHANGES   TO THE LENDERS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
24.1
  	
  
Assignments   and transfers by the Lenders
  
	
   
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Subject to Clause 24.2, 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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
24.2
  	
  
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)
  	
  
an Event of Default is   continuing; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
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.
  
	
   
  	
  
 
  
	
  
(d)
  	
  
A transfer will only be   effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(e)
  	
  
If:
  




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(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 15 (Tax gross-up and indemnities) or Clause   16 (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.

	
  
 
  	
  
 
  	
  
 
  
	
  
24.3
  	
  
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 €2000.00 .
  
	
  
 
  	
  
 
  	
  
 
  
	
  
24.4
  	
  
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:
  
	
   
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
accept a re-transfer from   a New Lender of any of the rights and obligations assigned or transferred   under this Clause 24; 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.
  




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24.5
  	
  
Procedure   for transfer
  
	
  
 
  	
  
 
  	
  
 
  
	
  (a)
  	
  
Subject to the conditions   set out in Clause 24.2 (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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
24.6
  	
  
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,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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.
  



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  25.
  	
  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.
  



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SECTION 9


THE FINANCE PARTIES

	
  
26.
  	
  
ROLE OF THE AGENT AND THE MANDATED LEAD ARRANGERS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
26.1
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
26.2
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  26.3
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
26.4
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
26.5
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
26.6
  	
  
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
  




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(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 23.1 (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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  26.7
  	
  
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.
  




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26.8
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  26.9
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
26.10
  	
  
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).
  
	
   
  	
  
 
  	
  
 
  
	
  
26.11
  	
  
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.
  




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  (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 26. 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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
26.12
  	
  
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.
  
	
   
  	
  
 
  	
  
 
  
	
  
26.13
  	
  
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).
  
	
  
 
  	
  
 
  	
  
 
  
	
  26.14
  	
  
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
  




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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.
  
	
   
  	
  
 
  	
  
 
  
	
  
26.15
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
26.16
  	
  
Agent’s Management Time
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Any amount   payable to the Agent under Clause 17.3 (Indemnity   to the Agent), Clause 19 (Costs   and expenses) and Clause 26.10 (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 14 (Fees).
  
	
   
  	
  
 
  	
  
 
  
	
  
26.17
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
27.
  	
  
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.
  
	
   
  	
  
 
  	
  
 
  
	
  
28.
  	
  
SHARING AMONG THE FINANCE PARTIES
  
	
  
 
  	
  
 
  	
  
 
  
	
  
28.1
  	
  
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 29 (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;
  



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(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   29 (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 29.5 (Partial payments).
  
	
  
 
  	
  
 
  	
  
 
  
	
  28.2
  	
  
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 29.5 (Partial   payments).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
28.3
  	
  
Recovering Finance Party’s rights
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
On a   distribution by the Agent under Clause 28.2 (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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
28.4
  	
  
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 28.2 (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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
28.5
  	
  
Exceptions
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
This Clause   28 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:
  




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(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.
  




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SECTION 10


ADMINISTRATION

	
  
29.
  	
  
PAYMENT MECHANICS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
29.1
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
29.2
  	
  
Distributions by the Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Each payment   received by the Agent under the Finance Documents for another Party shall,   subject to Clause 29.3 (Distributions to   the Borrower) and Clause 29.4 (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).
  
	
   
  	
  
 
  	
  
 
  
	
  
29.3
  	
  
Distributions to the Borrower
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Agent   may (upon the Borrower’s instruction or in accordance with Clause 30 (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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
29.4
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
29.5
  	
  
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:
  




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(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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
29.6
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
29.7
  	
  
Business Days
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Any payment   (other than a payment pursuant to Clause 14 (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.
  
	
   
  	
  
 
  	
  
 
  
	
  
29.8
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
29.9
  	
  
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
  




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(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.
  
	
   
  	
  
 
  	
  
 
  
	
  
30.
  	
  
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.
  
	
   
  	
  
 
  	
  
 
  
	
  
31.
  	
  
NOTICES
  
	
  
 
  	
  
 
  	
  
 
  
	
  
31.1
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
31.2
  	
  
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   14 (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 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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
31.3
  	
  
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:
  




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(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 31.2 (Addresses),   if addressed to that department or officer.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
All notices   from or to the Borrower shall be sent through the Agent.
  
	
  
 
  	
  
 
  	
  
 
  
	
  31.4
  	
  
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 31.2 (Addresses) or changing its own address or fax number, the   Agent shall notify the other Parties.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
31.5
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
32.
  	
  
CALCULATIONS AND CERTIFICATES
  
	
  
 
  	
  
 
  	
  
 
  
	
  32.1
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
32.2
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  32.3
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
33.
  	
  
EXTENSION OF THE FACILITY
  
	
  
 
  	
  
 
  	
  
 
  
	
  
33.1
  	
  
Year 1 extension
  
	
  
 
  	
  
 
  	
  
 
  
	
  (a)
  	
  
Without   prejudice to clause 33.2 below, the Borrower may request, by notifying the   Agent in writing (a “Year 1 Extension   Request”) not earlier than 90 days and not later than   30 days before the first anniversary of the date of the Amendment   Agreement, the extension of the Initial Termination Date by an additional   year
  
	
  
 
  	
  
 
  
	
  
(b)
  	
  
the Agent   will promptly inform the Lenders of any Year 1 Extension Request;
  




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(c)
  	
  
not later   than the first anniversary of the date of the Amendment Agreement, each   Lender will notify the Agent whether or not it agrees to the requested   extension provided that:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(i)
  	
  
each Lender   is free to decide in its sole discretion whether or not it agrees to the   extension requested pursuant to this clause 33.1; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
any Lender   which does not reply prior to the first anniversary of the date of the   Amendment Agreement will be presumed to have refused the extension requested   pursuant to this clause 33.1;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
the Final   Termination Date shall be extended by an additional year in respect of those   Lenders who have agreed to the requested extension;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(e)
  	
  
the   Commitment of any Lender that does not consent to the extension in accordance   with this clause 33.1 will remain in full force and effect until the Initial   Termination Date when it will automatically be reduced to zero, unless such   Lender consents to an extension pursuant to Clause 33.2;
  
	
   
  	
  
 
  	
  
 
  
	
  
(f)
  	
  
the Agent   will promptly notify the Borrower whether or not a Lender has agreed to the   requested extension.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
33.2
  	
  
Year 2 extension
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Without   prejudice to clause 33.1 above, the Borrower may request , by notifying the   Agent in writing (a “Year 2 Extension Request”) not earlier than 90 days   and not later than 30 days before the second anniversary of the date of   the Amendment Agreement, the extension of the then applicable Final   Termination Date (which may or may not have already been extended by one year   pursuant to clause 33.1) by an additional year. In the case of a Lender that   has not previously agreed to an extension requested pursuant to clause 33.1,   such request may be for an additional year or an additional two years;
  
	
  
 
  	
  
 
  	
  
 
  
	
  (b)
  	
  
the Agent   will promptly inform the Lenders of any Year 2 Extension Request;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
not later   than the second anniversary of the date of the Amendment Agreement, each   Lender will notify the Agent whether or not it agrees to the requested   extension (specifying, where applicable whether the consent is given in   respect of an additional year or two years) provided that:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
each Lender   is free to decide in its sole discretion (irrespective of whether it has   previously agreed to an extension requested pursuant to clause 33.1) whether   or not it agrees to the extension requested pursuant to this clause 33.2; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
any Lender   which does not reply prior to the second anniversary of the date of the   Amendment Agreement will be presumed to have refused the extension requested   pursuant to this clause 33.2;
  
	
   
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
The then   applicable Final Termination Date shall be extended by:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
an   additional year in respect of:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
A.
  	
  
those   Lenders who have agreed to the requested extension and, who have also   previously agreed to an extension requested pursuant to Clause 33.1; and
  




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B.
  	
  
those   Lenders who have agreed to the requested extension for an additional year and   who have not previously agreed to an extension requested pursuant to Clause   33.1.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
an   additional 2 years in respect of those Lenders who have agreed to the   requested extension for an additional 2 years and who have not   previously agreed to an extension requested pursuant to Clause 33.1.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(e)
  	
  
the   Commitment of any Lender that does not consent to the extension in accordance   with this clause 33.2 will remain in full force and effect until the Final   Termination Date applicable to such Lender when it will be automatically   reduced to zero.
  
	
  
 
  	
  
 
  
	
  
(f)
  	
  
The Agent   will promptly notify the Borrower whether or not a Lender has agreed to the   requested extension and (in respect of Lenders who have not previously agreed   to an extension request pursuant to Clause 33.1) whether their agreement is   for an extension of one year or two years.
  
	
   
  	
  
 
  	
  
 
  
	
  
34.
  	
  
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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
35.
  	
  
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.
  
	
   
  	
  
 
  	
  
 
  
	
  
36.
  	
  
AMENDMENTS AND WAIVERS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
36.1
  	
  
Required consents
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
Subject to   Clause 36.2 (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.
  
	
   
  	
  
 
  	
  
 
  
	
  
36.2
  	
  
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;
  




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(iv)
  	
  
an increase   in or an extension of any Commitment;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(v)
  	
  
a change to   Clause 25 (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 24 (Changes to the Lenders),   Clause 28 (Sharing among the Finance   Parties), or this Clause 35,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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.
  
	
  
 
  	
  
 
  
	
  
(c)
  	
  
Notwithstanding   the foregoing, an extension of the Initial Termination Date pursuant to   Clause 33 (Extension of the Facility)   shall be at the sole discretion of each Lender.
  




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SECTION 11


GOVERNING LAW AND ENFORCEMENT

	
  
37.
  	
  
GOVERNING LAW
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
This   Agreement is governed by French law.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
38.
  	
  
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. 
  




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SCHEDULE 1


THE ORIGINAL LENDERS


PART I


THE ORIGINAL LENDERS

	
  
Name of Original Lender
  	
   
 	
  
Commitment
(€)

	
  
 
  
	
  


  	
   
 	
  


  	
  


  	
  
 
  
	
  
Calyon
  	
  
 
  	
  
 
  	
  
110,000,000
  	
  
 
  
	
  Citibank   International plc, London Branch
  	
  
 
  	
  
 
  	
  
110,000,000
  	
  
 
  
	
  
HSBC CCF
  	
  
 
  	
  
 
  	
  
110,000,000
  	
  
 
  
	
  
Société   Générale
  	
  
 
  	
  
 
  	
  
110,000,000
  	
  
 
  
	
  
The Royal   Bank of Scotland plc, Paris branch
  	
  
 
  	
  
 
  	
  
110,000,000
  	
  
 
  
	
  Barclays   Bank plc
  	
  
 
  	
  
 
  	
  
75,000,000
  	
  
 
  
	
  
Banco Bilbao   Vizcaya Argentaria, S.A., Paris Branch
  	
  
 
  	
  
 
  	
  
75,000,000
  	
  
 
  
	
  
BNP Paribas
  	
  
 
  	
  
 
  	
  
75,000,000
  	
  
 
  
	
  
Crédit   Industriel et Commercial
  	
  
 
  	
  
 
  	
  
75,000,000
  	
  
 
  
	
  Dresdner   Bank AG Niederlassung Luxemburg
  	
  
 
  	
  
 
  	
  
75,000,000
  	
  
 
  
	
  
ING Bank   (France) S.A.
  	
  
 
  	
  
 
  	
  
75,000,000
  	
  
 
  
	
  
JPMorgan   Chase Bank, Paris Branch
  	
  
 
  	
  
 
  	
  
75,000,000
  	
  
 
  
	
  
Morgan   Stanley Bank International Limited
  	
  
 
  	
  
 
  	
  
75,000,000
  	
  
 
  
	
  Natexis   Banques Populaires
  	
  
 
  	
  
 
  	
  
75,000,000
  	
  
 
  
	
  
Santander   Central Hispano S.A., Paris Branch
  	
  
 
  	
  
 
  	
  
75,000,000
  	
  
 
  
	
  
UBS Limited
  	
  
 
  	
  
 
  	
  
75,000,000
  	
  
 
  
	
  
The Bank of   Tokyo-Mitsubishi, Ltd.
  	
  
 
  	
  
 
  	
  
50,000,000
  	
  
 
  
	
  BRED Banque   Populaire
  	
  
 
  	
  
 
  	
  
50,000,000
  	
  
 
  
	
  
Fortis   Banque France
  	
  
 
  	
  
 
  	
  
50,000,000
  	
  
 
  
	
  
Industrial   and Commercial Bank of China, Luxembourg Branch
  	
  
 
  	
  
 
  	
  
50,000,000
  	
  
 
  
	
  
Mizuho   Corporate Bank, Limited, Paris Branch
  	
  
 
  	
  
 
  	
  
50,000,000
  	
  
 
  
	
  UFJ Bank   Limited
  	
  
 
  	
  
 
  	
  
50,000,000
  	
  
 
  
	
  
Banca Intesa   (France) S.A.
  	
  
 
  	
  
 
  	
  
25,000,000
  	
  
 
  
	
  
Bank Austria   Creditanstalt AG
  	
  
 
  	
  
 
  	
  
25,000,000
  	
  
 
  
	
  
Crédit   Agricole d’Ile de France
  	
  
 
  	
  
 
  	
  
25,000,000
  	
  
 
  
	
  CDC Ixis
  	
  
 
  	
  
 
  	
  
25,000,000
  	
  
 
  
	
  
Deutsche   Bank Luxembourg S.A.
  	
  
 
  	
  
 
  	
  
25,000,000
  	
  
 
  
	
  
Standard   Chartered Bank
  	
  
 
  	
  
 
  	
  
25,000,000
  	
  
 
  
	
  
Unicredito   Italiano SpA, London Branch
  	
  
 
  	
  
 
  	
  
25,000,000
  	
  
 
  
	
  Total
  	
  
 
  	
  
 
  	
  
1,850,000,000
  	
  
 
  




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CONFORMED COPY


PART II


THE ORIGINAL SWINGLINE LENDERS

	
  
Name of Original Swingline Lender
  	
   
 	
  
Swingline   Commitment (€)
  	
   
 
	
  


  	
   
 	
  


  	
  


  	
   
 
	
  Calyon
  	
  
 
  	
  
 
  	
  
50,000,000
  	
  
 
  
	
  
Citibank   International plc, London Branch
  	
  
 
  	
  
 
  	
  
50,000,000
  	
  
 
  
	
  
HSBC CCF
  	
  
 
  	
  
 
  	
  
50,000,000
  	
  
 
  
	
  
Société   Générale
  	
  
 
  	
  
 
  	
  
50,000,000
  	
  
 
  
	
  The Royal   Bank of Scotland plc, Paris branch
  	
  
 
  	
  
 
  	
  
50,000,000
  	
  
 
  




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CONFORMED COPY


SCHEDULE 2


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 constitutive documents of the Borrower.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(c)
  	
  
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.
  
	
   
  	
  
 
  	
  
 
  
	
  
(d)
  	
  
A copy of a   power of attorney signed by the person authorised under the power of attorney   referred to in paragraph (c) 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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(e)
  	
  
A specimen   of the signature of each person authorised by the powers of attorney referred   to in paragraphs (c) and (d) above.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(f)
  	
  
A   certificate of an authorised signatory of the Borrower certifying that each   copy document relating to it specified in this 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.
  	
  
Other documents and evidence
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
The Original   Financial Statements and semi-annual consolidated financial statements for   2004.
  




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CONFORMED COPY


SCHEDULE 3


UTILISATION REQUEST


Part 1A

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




Dear Sirs


LAFARGE S.A. — €1,850,000,000 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 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 confirm   that each condition specified in Clause 4.2 (Further   conditions precedent) is satisfied on the date of this Utilisation   Request.
  
	
   
  	
  
 
  
	
  
4.
  	
  
The proceeds   of this Loan should be credited to [account].
  
	
  
 
  	
  
 
  
	
  
5.
  	
  
This   Utilisation Request is irrevocable.
  





	
  
 
  	
   
 	
  
Yours   faithfully
  
	
  
 
  	
   
 	
   
 
	
  
 
  	
   
 	
   
 
	
  
 
  	
   
 	
  


  
	
   
  	
   
 	
  
authorised   signatory for
  
	
  
 
  	
   
 	
  
LAFARGE S.A.
  




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CONFORMED COPY


PART 1B


UTILISATION REQUEST
 SWINGLINE LOAN

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




Dear Sirs


LAFARGE S.A. — €1,850,000,000 Facility Agreement
 dated [                    ] (the “Agreement”)

	
  1.
  	
  
We wish to   borrow a Swingline Loan on the following terms:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Proposed   Utilisation Date:
  	
  
[                    ]   (or, if that is not a TARGET Day, the next TARGET Day)
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Facility to   be utilised:
  	
  
Swingline   Facility
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Amount:
  	
  
€[                    ]   or, if less, the Available Facility
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
Interest   Period:
  	
  
[                    ]
  
	
  
 
  	
  
 
  	
  
 
  
	
  
2.
  	
  
We confirm   that each condition specified in Clause 6.4 (Swingline   Lenders’ participation) is satisfied on the date of this   Utilisation Request.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
3.
  	
  
The proceeds   of this Swingline Loan should be credited to [account].
  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.
  	
  
This   Utilisation Request is irrevocable.
  




	
  
 
  	
  
 
  	
  
Yours   faithfully
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
authorised   signatory for
  
	
  
 
  	
  
 
  	
  
LAFARGE S.A.
  



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CONFORMED COPY 


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:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  

  	
  
     per   cent. per annum
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
in relation   to a Loan in any currency other than sterling:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  

  	
  
     per   cent. per annum.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
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 11.3 (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.
  





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CONFORMED COPY 

	
  
 
  	
  
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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CONFORMED COPY

	
  
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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CONFORMED COPY 


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 €1,850,000,000 under a facility agreement dated [...], between,   inter alia, LAFARGE S.A., the Financial Institutions listed in   Schedule 1 to that Facility Agreement, and CCF 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 24.5 (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 31.2 (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 24.4 (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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CONFORMED COPY 


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:
  




- 71 -











EXECUTION VERSION 


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   other than Swingline Loans
  	
   
 	
  
Loans in   euro
  	
   
 	
  
Loans in
   sterling
  	
   
 	
  
Loans in   other
   currencies
  	
   
 
	
  


  	
   
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  
	
  
Delivery of   a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))
  	
  
 
  	
  
D -- 3
   10.00 a.m.
  	
   
 	
  
D -- 1
   10.00 a.m.
  	
   
 	
  
D -- 3
   10.00 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 -- 1
   11.00 a.m.
  	
   
 	
  
D -- 3
   11.00 a.m.
  	
   
 
	
  Agent   receives a notification from a Lender under Clause 8.2 (Unavailability of a currency)
  	
  
 
  	
  
—
  	
   
 	
  
Quotation Day
   9.30 a.m.
  	
   
 	
  
Quotation Day
   9.30 a.m.
  	
   
 
	
  
Agent gives   notice in accordance with Clause 8.2 (Unavailability   of a currency)
  	
  
 
  	
  
—
  	
   
 	
  
Quotation Day
   10.30 a.m.
  	
   
 	
  
Quotation Day
   10.30 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.
  	
   
 	
  
Quotation Day
as   of   11.00 a.m.
  	
   
 





	
  
Swingline   Loans
  	
   
 	
  
Loans in   euro
  	
   
 	
  
Loans in
   sterling
  	
   
 	
  
Loans in   other
   currencies
  	
  
 
  
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
  
 
  
	
  Delivery of   a duly completed Utilisation Request (Clause 6.2 (Delivery of a Utilisation Request for Swingline Loans))
  	
  
 
  	
  
D
   11.00 a.m
  	
   
 	
  
—
  	
   
 	
  
—
  	
  
 
  
	
   
Agent   notifies each Swingline Lender of the amount of its participation in the   Swingline Loan under Clause 6.4 (Swingline   Lenders’ participation)
  	
  
 
  	
  
D
   12.00 p.m.
  	
   
 	
  
—
  	
   
 	
  
—
  	
  
 
  




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CONFORMED COPY 

	
  The Borrower
  
	
  
 
  
	
  
Address: 61,   rue des Belles Feuilles, 75782 Paris, France
  
	
  
 
  
	
  
Fax No: +331   44 34 11 14
  
	
  
 
  
	
  
Attention:   Head of Treasury Department
  
	
  
 
  
	
  
By:   JEAN-PIERRE CLOISEAU
  
	
  
 
  
	
  
The Mandated Lead Arrangers
  
	
  
 
  
	
  
CALYON
  
	
  
 
  
	
  
By: MAROUN   BOULOS
  
	
  
 
  
	
  
CITIBANK   INTERNATIONAL PLC
  
	
  
 
  
	
  
By: MAROUN   BOULOS
  
	
   
  
	
  
HSBC CCF
  
	
  
 
  
	
  
By: MAROUN   BOULOS
  
	
  
 
  
	
  
SOCIÉTÉ   GÉNÉRALE
  
	
  
 
  
	
  
By: MAROUN   BOULOS
  
	
  
 
  
	
  
THE ROYAL   BANK OF SCOTLAND PLC
  
	
  
 
  
	
  
By: MAROUN   BOULOS
  




- 73 -











CONFORMED COPY 

	
  
The Original Lenders
  
	
  
 
  
	
  
CALYON
  
	
  
 
  
	
  By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
CITIBANK   INTERNATIONAL PLC, LONDON BRANCH
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
HSBC CCF
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
SOCIÉTÉ   GÉNÉRALE
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
THE ROYAL   BANK OF SCOTLAND PLC, PARIS BRANCH
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
BARCLAYS BANK   PLC
  
	
   
  
	
  
By:   EMMANUELLE VIDAL METZ
  
	
  
 
  
	
  
BANCO BILBAO   VIZCAYA ARGENTARIA, S.A., PARIS BRANCH
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  




- 74 -











CONFORMED COPY 

	
  
BNP PARIBAS
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
CREDIT   INDUSTRIEL ET COMMERCIAL
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
DRESDNER   BANK AG NIEDERLASSUNG LUXEMBURG
  
	
  
 
  
	
  By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
ING BANK   (FRANCE) S.A.
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
JPMORGAN   CHASE BANK, PARIS BRANCH
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
MORGAN   STANLEY BANK INTERNATIONAL LIMITED
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
NATEXIS BANQUES   POPULAIRES
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
SANTANDER   CENTRAL HISPANO S.A., PARIS BRANCH
  
	
   
  
	
  
By:   ALEXANDRE DE LESTAPIS and PATRICE PANAGET
  




- 75 -











CONFORMED COPY

	
  
UBS LIMITED.
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
THE BANK OF   TOKYO-MITSUBISHI, LTD.
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
BRED BANQUE   POPULAIRE
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
FORTIS   BANQUE FRANCE
  
	
  
 
  
	
  By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
INDUSTRIAL   AND COMMERCIAL BANK OF CHINA, LUXEMBOURG BRANCH
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
MIZUHO   CORPORATE BANK, LIMITED, PARIS BRANCH
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
UFJ BANK   LIMITED
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
BANCA INTESA   (FRANCE) S.A.
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  




- 76 -











CONFORMED COPY 


	
  
BANK AUSTRIA   CREDITANSTALT AG
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
CRÉDIT   AGRICOLE D’ILE DE FRANCE
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
CDC IXIS
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
DEUTSCHE   BANK LUXEMBOURG S.A.
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
STANDARD   CHARTERED BANK
  
	
  
 
  
	
  By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
UNICREDITO   ITALIANO SPA, LONDON BRANCH
  
	
  
 
  
	
  
By: EMMANUEL   RONDEAU
  
	
  
 
  
	
  
The Agent
  
	
  
 
  
	
  
HSBC BANK PLC
  
	
  
 
  
	
  
Address:   Level 24, 8 Canada Square, London E14 5HQ, United Kingdom
  
	
  
 
  
	
  
Fax No: +44   207 991 4348
  
	
  
 
  
	
  
Attention:   Corporate Trust and Loan Agency
  
	
  
 
  
	
  
By: EMMANUEL   REMY
  




- 77 -











CONFORMED COPY 


AMENDMENT AGREEMENT


dated 28 July 2005


for


LAFARGE S.A.


arranged by
 CALYON
 CITIBANK INTERNATIONAL PLC
 HSBC CCF
 SG CORPORATE & INVESTMENT BANKING
 THE ROYAL BANK OF SCOTLAND PLC


with


HSBC BANK PLC
 acting as Agent


RELATING TO A €1,850,000,000 FACILITY AGREEMENT DATED


29 October 2004





Ref: KMER











CONTENTS

	
  
CLAUSE
  	
  
 
  	
  
PAGE
  
	
  
 
  	
  
 
  	
  
 
  
	
  1.
  	
  
Definitions   and interpretation
  	
  
1
  
	
  
2.
  	
  
Conditions   precedent
  	
  
2
  
	
  
3.
  	
  
Representations
  	
  
2
  
	
  
4.
  	
  
Effective   Global Rate (Taux Effectif Global)
  	
  
2
  
	
  
5.
  	
  
Amendments
  	
  
2
  
	
  
6.
  	
  
Transaction   expenses
  	
  
4
  
	
  
7.
  	
  
Fees
  	
  
5
  
	
  8.
  	
  
Miscellaneous
  	
  
5
  
	
  
9.
  	
  
Governing   law
  	
  
5
  
	
  
 
  	
  
 
  	
   
 
	
  
THE SCHEDULES
  
	
  
 
  	
  
 
  	
  
 
  
	
  
SCHEDULE
  	
  
 
  	
  
PAGE
  
	
  
 
  	
  
 
  	
  
 
  
	
  
SCHEDULE   1   The Lenders
  	
  
6
  
	
  
SCHEDULE   2   Conditions precedent
  	
  
7
  
	
  SCHEDULE   3   Amended Agreement
  	
  
8
  














	
  
THIS   AGREEMENT is dated 28 July 2005 and made between:
  
	
  
 
  	
  
 
  
	
  
(1)
  	
  
Lafarge S.A.,   a company registered in Paris, France with Commerce Registry Number B 542 105   572 (the “Borrower”); and
  
	
  
 
  	
  
 
  
	
  
(2)
  	
  
HSBC Bank   plc as agent of the other Finance Parties (the “Agent”).
  
	
  
 
  	
  
 
  
	
  
WHEREAS:
  
	
  
 
  	
  
 
  
	
  (A)
  	
  
The Lenders   listed in Schedule 1 (The Lenders)   being all the Lenders as at the date hereof have given their consent to   certain amendments and waivers set out in the Amendment Request Letter.
  
	
  
 
  	
  
 
  
	
  
(B)
  	
  
Following   the Amendment Request the Commitments of the Declining Lenders were   cancelled, all or part of those Commitments were reallocated pursuant to the   Reallocation and as at the date hereof, the Total Commitments are €1,850,000,000.
  
	
  
 
  	
  
 
  
	
  
(C)
  	
  
The Agent   has received the authorisation of the Lenders to execute this Agreement on   their behalf.
  
	
  
 
  	
  
 
  
	
  
IT IS AGREED   as follows:
  
	
  
 
  	
  
 
  
	
  
1.
  	
  
DEFINITIONS AND INTERPRETATION
  
	
   
  	
  
 
  
	
  
1.1
  	
  
Definitions
  
	
  
 
  	
  
 
  
	
  
 
  	
  
In this   Agreement:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Amended Agreement” means the Original   Facility Agreement, as amended by this Agreement (a conformed copy of which   is set out in Schedule 3 (Amended   Agreement) for reference purposes).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Amendment Request Letter” means the   letter dated 7 July 2005 from Lafarge S.A. to the Agent, together with   the reply form annexed thereto, requesting certain amendments to the Original   Facility Agreement.
  
	
  
 
  	
  
 
  
	
   
  	
  
“Declining Lender” means any Lender who   did not give their consent to all of the amendments contained in the   Amendment Request Letter.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Effective Date” means the date of the   notification by the Agent under Clause 2 (Conditions   precedent).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Original Facility Agreement” means the €1,850,000,000 facility agreement   dated 29 October 2004 between, among others, the Borrower, the Agent, the   Mandated Lead Arrangers and the Lenders named in it.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“Reallocation” has the meaning given to it   in the Amended Agreement.
  
	
  
 
  	
  
 
  
	
  
1.2
  	
  
Incorporation of defined terms
  
	
   
  	
  
 
  
	
  
(a)
  	
  
Unless a   contrary indication appears, a term defined in the Original Facility   Agreement has the same meaning in this Agreement.
  














	
  
(b)
  	
  
  The   principles of construction set out in the Original Facility Agreement shall   have effect as if set out in this Agreement.

	
  
 
  	
  
 
  	
  
 
  
	
  
1.3
  	
  
Clauses
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
In this   Agreement any reference to a “Clause” or a “Schedule” is, unless the context   otherwise requires, a reference to a Clause of or a Schedule to this   Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
1.4 
  	
    
  Designation

	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
In   accordance with the Original Facility Agreement, the Borrower and the Agent   designate this Agreement as a Finance Document.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
2.
  	
  
CONDITIONS PRECEDENT
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
The   provisions of Clause 5 (Amendments)   shall be effective only if the Agent has received all the documents and other   evidence listed in Schedule 2 (Conditions   precedent) in form and substance satisfactory to the Agent. The   Agent shall notify the Company and the Lenders promptly upon being so   satisfied.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
3.
  	
  
REPRESENTATIONS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The Borrower   makes the Repeating Representations, and the representations and warranties   in Clause 20.4 (Power and authority)   and 20.5 (Validity) of the   Original Facility Agreement, by reference to the facts and circumstances then   existing:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
on the date   of this Agreement; and
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
on the   Effective Date,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
but as if   references in Clause 20.4 (Power and   Authority) and 20.5 (Validity)   of the Original Facility Agreement were instead to this Agreement and, on the   Effective Date, to the Amended Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.
  	
  
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 to this Agreement 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 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.
  
	
   
  	
  
 
  	
  
 
  
	
  
5.
  	
  
AMENDMENTS
  
	
  
 
  	
  
 
  
	
  
 
  	
  
With effect   from the Effective Date the Original Facility Agreement shall be amended as   follows:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
5.1
  	
  
Termination and Extension
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Clause 1.1 (Definitions) of the Original   Facility Agreement shall be amended by:
  















	
  
 
  	
  
 
  	
  
(i)
  	
  
deleting the   definition of “Initial Termination Date” and replacing it with the following:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
“ “Initial   Termination Date” means the date which is five years after the date of the   Amendment Agreement.”
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(ii)
  	
  
adding a   definition as follows:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
“ “Amendment   Agreement” means the amendment agreement dated 28 July 2005 between the   Borrower and the Agent.”
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Each reference   to “the date of this Agreement” in Clause 33 (Extension of the Facility) of the Original Facility   Agreement shall be deleted and replaced with “the date of the Amendment   Agreement”.
  
	
  
 
  	
  
 
  	
  
 
  
	
  5.2
  	
  
Margin
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Paragraph   (a) of Clause 11.5 (Margin)   of the Original Facility Agreement shall be deleted and replaced with the   following:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“The Margin   will be 0.20 per cent. per annum but will be subject to adjustment to the   relevant percentage rate specified in the table below according to the long   term credit rating (“Rating”) of the Borrower assigned by Moody’s and   S&P.
  





	
  Moody’s / S&P
  	
   
 	
  
Margin (%   p.a.)
  	
   
 
	
  


  	
   
 	
  


  	
   
 
	
  
Above A3/A-
  	
  
 
  	
  
 
  	
  
0.125
  	
  
 
  
	
  
A3/A-
  	
  
 
  	
  
 
  	
  
0.15
  	
  
 
  
	
  
Baa1/BBB+
  	
  
 
  	
  
 
  	
  
0.175
  	
  
 
  
	
  Baa2/BBB
  	
  
 
  	
  
 
  	
  
0.20
  	
  
 
  
	
  
Baa3/BBB-
  	
  
 
  	
  
 
  	
  
0.30
  	
  
 
  
	
  
Below   Baa3/BBB-
  	
  
 
  	
  
 
  	
  
0.50
  	
  
”
  





	
  
5.3
  	
  
Commitment Fee
  
	
  
 
  	
  
 
  
	
   
  	
  
Paragraph   (a) of Clause 14.1 (Commitment fee)   of the Original Facility Agreement shall be deleted and replaced with the   following:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
“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 30 per cent. of the Margin   on that Lender’s Available Commitment for the Availability Period, subject to   adjustment of the relevant percentage rate as specified in the table below   according to the Ratings of the Borrower assigned by Moody’s and S&P.
  














	
  
Moody’s / S&P
  	
   
 	
  
Commitment   Fee (% of the Margin)
  	
   
 
	
  


  	
   
 	
  


  	
   
 
	
  Baa3/BBB-   and above
  	
  
 
  	
  
 
  	
  
30
  	
  
%
  
	
  
Below   Baa3/BBB-
  	
  
 
  	
  
 
  	
  
35
  	
  
%”
  





	
  
5.4
  	
  
Commitments
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
  The   definition of “Commitments” in Clause 1.1 (Definitions)   of the Original Facility Agreement will be deleted and replaced with the   following:

	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
  “ “Commitment” means:

	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
in relation   to an Original Lender, the amount in the Base Currency set opposite its name   under the heading “Commitment”   in Part 1 of 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 (and taking into account the Reallocation) and includes in relation   to any Swingline Lender, its Swingline Commitment to the extent not   cancelled, reduced or transferred by it under this Agreement.”
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(b)
  	
  
A new   definition will be added to Clause 1.1 (Definitions) as follows:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“ “Reallocation” means the allocation of   increased Commitments to certain Lenders (which have given their prior   written consent to the Agent):
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)     following   the cancellation (on or prior to the date of the Amendment Agreement) of the   Commitments of those Lenders (the “Declining   Lenders”) which did not give their consent to the amendments   contained in the Amendment Agreement;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)     in   an aggregate amount not exceeding the aggregate amount of the Declining   Lenders cancelled Commitments; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)     as   set out in a revised schedule of Commitments agreed between the Borrower and   the Agent on or prior to the date of the Amendment Agreement.”
  
	
  
 
  	
  
 
  	
  
 
  
	
  
5.5
  	
  
Continuing obligations
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
The   provisions of the Original Facility Agreement and the other Finance Documents   shall, save as amended by this Agreement, continue in full force and effect.
  
	
   
  	
  
 
  	
  
 
  
	
  
6.
  	
  
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 this Agreement and any   other documents referred to in this Agreement.
  














	
  
7.
  	
  
FEES
  
	
  
 
  	
  
 
  
	
  7.1
  	
  
Amendment fee
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The Company   shall pay to the Agent (for the account of each Lender) a fee in the Base   Currency in an amount equal to 0.05 per cent. of the aggregate amount of each   Lender’s Commitment at the date of this Agreement.
  
	
  
 
  	
  
 
  
	
  
7.2
  	
  
Participation fee
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The Company   shall pay to the Agent (for the account of each Lender whose Commitments have   increased as a result of the Reallocation) a fee in the Base Currency in an   amount equal to 0.02 per cent. of the increased amount of such Lender’s   Commitment due to the Reallocation process.
  
	
  
 
  	
  
 
  
	
  
7.3
  	
  
Other Fees
  
	
   
  	
  
 
  
	
  
 
  	
  
The Company   will pay to the Agent (for the account of each Mandated Lead Arranger) the   fees set out in a mandate letter dated 30 June 2005, entered into   between the Mandated Lead Arrangers and the Company, in the manner and at the   time specified in that mandate letter.
  
	
  
 
  	
  
 
  
	
  
7.4
  	
  
Payment
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The fees   referred to in Clause 7.1 (Amendment fee)   and 7.2 (Participation fee) of   this Agreement shall be paid by the Borrower by the date falling 5 Business   Days after the date of this Agreement.
  
	
  
 
  	
  
 
  
	
  
8.
  	
  
MISCELLANEOUS
  
	
  
 
  	
  
 
  
	
  8.1
  	
  
Incorporation of terms
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The   provisions of Clause 31 (Notices)   and Clause 38 (Enforcement — Jurisdiction   of the French Courts) of the Original Facility Agreement shall be   incorporated into this Agreement as if set out in full in this Agreement and   as if references in those clauses to “this Agreement” are references to this   Agreement.
  
	
  
 
  	
  
 
  
	
  
9.
  	
  
GOVERNING LAW
  
	
  
 
  	
  
 
  
	
  
 
  	
  
This Agreement   is governed by French law.
  




This Agreement has been entered into on the date stated at the beginning of this Agreement. 











SCHEDULE 1 


THE LENDERS


	
  
 
  	
  
Banca Intesa   (France) S.A.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Banco Bilbao   Vizcaya Argentaria, S.A., Paris Branch
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Bank Austria   Creditanstalt AG
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Bank Polska   Kasa Opieki S.A.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Barclays   Bank plc
  
	
  
 
  	
  
 
  
	
   
  	
  
Bayerische   Landesbank, Paris Branch
  
	
  
 
  	
  
 
  
	
  
 
  	
  
BNP Paribas
  
	
  
 
  	
  
 
  
	
  
 
  	
  
BRED Banque   Populaire
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Calyon
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Citibank   International plc, London Branch
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Crédit   Agricole d’Ile de France
  
	
   
  	
  
 
  
	
  
 
  	
  
Caisse   Régionale de Crédit Agricole Mutuel Nord de France
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Crédit   Industriel et Commercial
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Deutsche   Bank Luxembourg S.A.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Dresdner   Bank AG Niederlassung Luxemburg
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Fortis Bank,   Succursale en France
  
	
  
 
  	
  
 
  
	
   
  	
  
HSBC CCF
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Industrial   and Commercial Bank of China, Luxembourg Branch
  
	
  
 
  	
  
 
  
	
  
 
  	
  
ING Bank   (France) S.A.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
JPMorgan   Chase Bank, Paris Branch
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Mizuho   Corporate Bank, Limited, Paris Branch
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Morgan   Stanley Bank International Limited
  
	
   
  	
  
 
  
	
  
 
  	
  
Natexis   Banques Populaires
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Santander   Central Hispano S.A., Paris Branch
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Société   Générale
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Standard   Chartered Bank
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The Bank of   Tokyo-Mitsubishi, Ltd.
  
	
  
 
  	
  
 
  
	
   
  	
  
The Royal   Bank of Scotland plc, Paris branch
  
	
  
 
  	
  
 
  
	
  
 
  	
  
UBS Limited
  















SCHEDULE 2 


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 constitutive documents of the Borrower.
  
	
   
  	
  
 
  
	
  
(c)
  	
  
Evidence   that those persons who sign this Agreement (together with any related   documents) are duly authorised on behalf of the Borrower to do so.
  
	
  
 
  	
  
 
  
	
  
(d)
  	
  
A   certificate of an authorised signatory of the Borrower certifying that either   each copy document relating to it and provided as one of the conditions   precedent documents is correct, complete and in full force and effect as at a   date no earlier than the date of this Agreement or, in respect of the K-bis extract, that it is so correct,   complete and in full force and effect except for recent changes to the board   of directors and the share capital of the Borrower (details of which are set   out in the certificate).
  
	
  
 
  	
  
 
  
	
  
2.
  	
  
Legal opinions
  
	
  
 
  	
  
 
  
	
  
(a)
  	
  
A legal   opinion of Linklaters, legal advisers to the Finance Parties in France.
  
	
   
  	
  
 
  
	
  
(b)
  	
  
A legal   opinion of the in-house counsel to the Borrower.
  















SCHEDULE 3 


AMENDED AGREEMENT











SIGNATURES 

	
  
The Borrower 
  
	
  
 
  
	
  
LAFARGE S.A.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
By:
  	
  
JEAN-PIERRE   CLOISEAU
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  The Agent
  
	
   
  
	
  HSBC BANK   PLC
  
	
   
  
	
  for itself   and on behalf the Finance Parties
  
	
  
 
  	
  
 
  
	
   
  	
   
  
	
  
 
  	
  
 
  
	
  By:
  	
  EMMANUEL   REMY