##### 



Exhibit 4.5 CONFORMED COPY
(incorporating amendments made on 10th June, 2004) AGREEMENT DATED 25th February, 2004 2,700,000,000 CREDIT FACILITY FOR VIVENDI UNIVERSAL S.A. ARRANGED BY BANC OF AMERICA SECURITIES LIMITED BNP PARIBAS CITIGROUP GLOBAL MARKETS LIMITED CREDIT AGRICOLE INDOSUEZ CREDIT LYONNAIS DEUTSCHE BANK AG J.P. MORGAN PLC THE ROYAL BANK OF SCOTLAND PLC SG CORPORATE AND INVESTMENT BANKING WITH SOCIETE GENERALE as Facility Agent (ALLEN & OVERY LOGO)




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##### 



CONTENTS Clause
    
    
    
    Page1.
    
    
    Interpretation
    
    
    12.
    
    
    Facilities
    
    
    133.
    
    
    Purpose
    
    
    144.
    
    
    Conditions Precedent
    
    
    145.
    
    
    Utilisation
    
    
    146.
    
    
    Utilisation  Swingline Loans
    
    
    167.
    
    
    Swingline Loans
    
    
    188.
    
    
    Optional Currencies
    
    
    199.
    
    
    Repayment
    
    
    2110.
    
    
    Prepayment and Cancellation
    
    
    2211.
    
    
    Interest
    
    
    2612.
    
    
    Interest Periods
    
    
    2813.
    
    
    Market disruption
    
    
    2914.
    
    
    Taxes
    
    
    3015.
    
    
    Increased Costs
    
    
    3216.
    
    
    Mitigation
    
    
    3317.
    
    
    Payments
    
    
    3318.
    
    
    Representations
    
    
    3519.
    
    
    Information Covenants
    
    
    3920.
    
    
    Financial Covenants
    
    
    4321.
    
    
    General Covenants
    
    
    4622.
    
    
    Default
    
    
    5523.
    
    
    The Administrative Parties
    
    
    5824.
    
    
    Evidence and Calculations
    
    
    6325.
    
    
    Fees
    
    
    6326.
    
    
    Indemnities and Break Costs
    
    
    6527.
    
    
    Expenses
    
    
    6628.
    
    
    Amendments and Waivers
    
    
    6629.
    
    
    Changes to the Parties
    
    
    6730.
    
    
    Disclosure of Information
    
    
    7131.
    
    
    Set-Off
    
    
    7232.
    
    
    Pro Rata Sharing
    
    
    7233.
    
    
    Severability
    
    
    7334.
    
    
    Counterparts
    
    
    7335.
    
    
    Notices
    
    
    7336.
    
    
    Language
    
    
    7537.
    
    
    Governing Law
    
    
    7538.
    
    
    Enforcement
    
    
    75




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##### 



Schedules1.
    
    
    Original Parties
    
    
    772.
    
    
    Conditions Precedent Documents
    
    
    793.
    
    
    Form of Request
    
    
    834.
    
    
    Calculation of the Mandatory Cost
    
    
    845.
    
    
    Form of Transfer Certificate
    
    
    866.
    
    
    Form of Guarantee
    
    
    887.
    
    
    Form of Compliance Certificate
    
    
    928.
    
    
    Form of Accession Agreement
    
    
    939.
    
    
    Form of Resignation Request
    
    
    9410.
    
    
    Form of Confidentiality Undertaking
    
    
    9511.
    
    
    Effective Global Rate Letter
    
    
    9812.Signatories
    
    
    100




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##### 



THIS AGREEMENTis dated 25th February, 2004 BETWEEN:  (1)
    
    VIVENDI UNIVERSAL S.A.(the Company);(2)
    
    BANC OF AMERICA SECURITIES LIMITED, BNP PARIBAS, CITIGROUP GLOBAL MARKETS
LIMITED, CREDIT AGRICOLE INDOSUEZ, CREDIT LYONNAIS, DEUTSCHE BANK AG, J.P.
MORGAN PLC, THE ROYAL BANK OF SCOTLAND PLC AND SG CORPORATE AND INVESTMENT
BANKINGas arrangers (in this capacity the Arrangers);(3)
    
    THE FINANCIAL INSTITUTIONSlisted in Schedule 1 (Original Parties) as
original lenders (the Original Lenders); and(4)
    
    SOCIETE GENERALEas facility agent (in this capacity the Facility Agent). IT IS AGREEDas follows:  1.
    
    INTERPRETATION1.1
    
    DefinitionsIn this Agreement:Accession Agreementmeans a letter, substantially in the form of
Schedule 8 (Form of Accession Agreement), with such amendments as the
Facility Agent and the Company may agree.Additional Borrowermeans a member of the Group which becomes a
Borrower after the date of this Agreement in accordance with Clause 29.6
(Additional Borrowers).Additional Borrower Limitmeans the aggregate principal amount
(expressed in euro) of Loans which an Additional Borrower may at any one
time have outstanding, as stated in the Accession Agreement for that
Additional Borrower.Administrative Partymeans an Arranger or the Facility Agent.Affiliatemeans a Subsidiary or a Holding Company of a person or any
other Subsidiary of that Holding Company.Availability Periodmeans the period from and including the Start
Date to and including the date which is one month before the Final
Maturity Date.Borrowermeans the Company or an Additional Borrower.Break Costsmeans the amount (if any) which a Lender is entitled to
receive under Subclause 26.3 (Break Costs) as compensation if any part of
a Loan or overdue amount is repaid or prepaid.Business Combination Agreementmeans the business combination
agreement dated 8th October, 2003 between General Electric Company,
National Broadcasting Company Holding Inc., National Broadcasting Company
Inc., Universal Studios Holding III, Corp. and the Company. 1




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##### 



Business Daymeans a day (other than a Saturday or a Sunday) on
which banks are open for general business in Paris and London and:  (a)
    
    if on that day a payment in or a purchase of a currency
(other than euro) is to be made, the principal financial centre of
the country of that currency; or(b)
    
    if on that day a payment in or a purchase of euro is to be
made, which is also a TARGET Day.  Combinationmeans the combination of Vivendi Universal Entertainment
LLLP with National Broadcasting Company Inc. pursuant to the Business
Combination Agreement.Commitmentmeans a Revolving Credit Commitment and/or a Swingline
Commitment, as appropriate.Compliance Certificatemeans a certificate substantially in the form
of Schedule 7 (Form of Compliance Certificate) setting out, among other
things, calculations of the financial covenants.Defaultmeans:  (a)
    
    an Event of Default; or(b)
    
    an event specified in Clause 22 (Default) which would be
(with the expiry of a grace period, the giving of notice or the
making of any determination under the Finance Documents or any
combination of them) an Event of Default.  EONIAmeans, on any day:  (a)
    
    the applicable Screen Rate as of 7.00 pm on that date; or(b)
    
    if no Screen Rate is available, the rate determined by the
Facility Agent to be its overnight lending rate for euro on that
day,  or in relation to a day which is not a Target Day, the applicable
rate determined in accordance with the foregoing on the immediately
preceding TARGET Day.EURIBORmeans for an Interest Period of any Loan (other than a
Swingline Loan) or overdue amount in euro:  (a)
    
    the applicable Screen Rate; or(b)
    
    if no Screen Rate is available for that Interest Period of
that Loan or overdue amount, the arithmetic mean (rounded upward to
four decimal places) of the rates as supplied to the Facility Agent
at its request quoted by the Reference Banks to leading banks in the
European interbank market,  as of 11.00 a.m. on the Rate Fixing Day for the offering of deposits
in euro for a period comparable to that Interest Period.euromeans the single currency of the Participating Member States.Event of Defaultmeans an event specified as such in Clause 22
(Default).Existing Facilitymeans: 2




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##### 



(a)
    
    the Companys 3,000,000,000 multicurrency revolving credit
facility dated 15th March, 2002;(b)
    
    the Companys 2,500,000,000 dual currency term and revolving
credit facility dated 13th May, 2003 (the 2.5b Facility); and(c)
    
    the £136,000,000 facility agreement dated 31st December, 2002
between Crédit Lyonnais and Universal Music Operations Limited.  Facilitymeans the Revolving Credit Facility or the Swingline
Facility (as appropriate).Facility Officemeans the office(s) notified by a Lender to the
Facility Agent:  (a)
    
    on or before the date it becomes a Lender; or(b)
    
    by not less than five Business Days notice,  as the office(s) through which it will perform its obligations under
this Agreement.Fee Lettermeans any letter entered into by reference to this
Agreement between one or more Administrative Parties and the Company
setting out the amount of certain fees referred to in this Agreement.Final Maturity Datemeans the fifth anniversary of the date of this
Agreement.Finance Documentmeans:  (a)
    
    this Agreement;(b)
    
    a Fee Letter;(c)
    
    a Transfer Certificate;(d)
    
    an Accession Agreement;(e)
    
    each Guarantee; or(f)
    
    any other document designated as such by the Facility Agent
and the Company.  Finance Partymeans a Lender or an Administrative Party.Financial Indebtednessmeans any indebtedness for or in respect of:  (a)
    
    moneys borrowed;(b)
    
    any debenture, bond, note, loan stock or other security;(c)
    
    any acceptance credit;(d)
    
    receivables sold or discounted (otherwise than on a
non-recourse basis);(e)
    
    the acquisition cost of any asset to the extent payable
before or more than 180 days after the time of acquisition or
possession by the party liable where the advance or deferred payment
is arranged primarily as a method of raising finance or financing
the acquisition of that asset; 3




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##### 



(f)
    
    any lease (including, without limitation, an opération de
crédit-bail) entered into primarily as a method of raising finance
or financing the acquisition of the asset leased;(g)
    
    any currency swap or interest swap, cap or collar
arrangements or any other derivative instrument;(h)
    
    any amount raised under any other transaction having as a
primary purpose the borrowing or raising of money; or(i)
    
    any guarantee, indemnity or similar assurance against
financial loss of any person, in each case in respect of
indebtedness of a type falling within paragraphs (a) to (h) above.  Groupmeans the Company and its Subsidiaries.Guaranteemeans a guarantee given by the Company in respect of the
obligations of an Additional Borrower in the form of Schedule 6 (Form of
Guarantee).High Yield Notesmeans the US$935,000,000 9.25 per cent. senior
notes due 2010 and the 325,000,000 9.50 per cent. senior notes due 2010
issued by the Company on 8th April 2003 and the US$975,000,000 6.25 per
cent. senior notes due 2008 and the 500,000,000 6.25 per cent. senior
notes due 2008 issued by the Company on 10th July, 2003.Holding Companyof any other person, means a company in respect of
which that other person is a Subsidiary.IBORmeans LIBOR or EURIBOR.Increased Costmeans:  (a)
    
    an additional or increased cost;(b)
    
    a reduction in the rate of return from a Facility or on its
overall capital; or(c)
    
    a reduction of an amount due and payable under any Finance
Document,  which is incurred or suffered by a Finance Party or any of its
Affiliates but only to the extent attributable to that Finance Party
having entered into any Finance Document or funding or performing its
obligations under any Finance Document.Interest Periodmeans each period determined under this Agreement by
reference to which interest on a Loan or an overdue amount is calculated.Investment Grade Ratingmeans, in relation to the Company or other
person, the Company or that person having either:  (a)
    
    a long term corporate credit rating from S&P of BBB- (or
better); or(b)
    
    a senior implied rating from Moodys of Baa3 (or better).  Lendermeans:  (a)
    
    an Original Lender; or 4




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##### 



(b)
    
    any person which becomes a Lender after the date of this
Agreement.  LIBORmeans for an Interest Period of any Loan or overdue amount:  (a)
    
    the applicable Screen Rate; or(b)
    
    if no Screen Rate is available for the relevant currency or
Interest Period of that Loan or overdue amount, the arithmetic mean
(rounded upward to four decimal places) of the rates, as supplied to
the Facility Agent at its request, quoted by the Reference Banks to
leading banks in the London interbank market,  as of 11.00 a.m. (London time) on the Rate Fixing Day for the
offering of deposits in the currency of that Loan or overdue amount for a
period comparable to that Interest Period.Liquidity Analysismeans a forecast for the Group (excluding for
these purposes (other than in relation to dividends) Maroc Telecom Group
and SFR Group) in the agreed form (and provided in excel form) setting
out:  (a)
    
    projections of the Groups cashflows for the period from the
date of the forecast to 31st December of the year following the
calendar year in which the forecast is delivered as follows:  (i)
    
    a monthly breakdown of the Groups projected
cashflows for a period of twelve months from the date of the
forecast (or for the remaining period of the forecast in the
event paragraph (ii) will not, by reason of the period to be
covered by the forecast, apply); and(ii)
    
    thereafter a semi-annual breakdown of the Groups
projected cashflows for the remaining period of the forecast,
if any; and  (b)
    
    a reconciliation statement between the actual cashflows of
the Group for the period elapsed since the date of the preceding
Liquidity Analysis and the projected cashflows of the Group for that
period contained in that Liquidity Analysis together with reasons
for any deviations (other than deviations of an immaterial nature)
demonstrated by such reconciliation statement.  Loanmeans, unless otherwise stated in this Agreement, the principal
amount of each borrowing under this Agreement or the principal amount
outstanding of that borrowing.Majority Lendersmeans, at any time, Lenders:  (a)
    
    whose share in the outstanding Loans and whose undrawn
Commitments then aggregate 66 2⁄3 per cent. or more of the aggregate
of all the outstanding Loans and the undrawn Commitments of all the
Lenders;(b)
    
    if there is no Loan then outstanding, whose undrawn
Commitments then aggregate 66 2⁄3 per cent. or more of the Total
Commitments; or(c)
    
    if there is no Loan then outstanding and the Total
Commitments have been reduced to zero, whose Commitments aggregated
66 2⁄3 per cent. or more of the Total Commitments immediately before
the reduction. 5




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##### 



Mandatory Costmeans the cost of complying with certain regulatory
requirements, expressed as a percentage rate per annum and calculated by
the Facility Agent under Schedule 4 (Calculation of the Mandatory Cost).Marginmeans the rate per annum determined in accordance with Clause
11.2 (Determination of Margin).Maroc Telecom Acquisitionmeans the acquisition by the Company of 16
per cent. of the share capital of Maroc Telecom S.A.Maroc Telecom Groupmeans Maroc Telecom S.A. and its Subsidiaries.Maroc Telecom SPVmeans the member of the Group that holds the shares in
Maroc Telecom S.A. owned by the Group (including any such shares to be
acquired pursuant to the Maroc Telecom Acquisition).Material Adverse Effectmeans a material adverse effect on:  (a)
    
    the ability of any Borrower to perform any of its payment
obligations or to perform any other of its material obligations
under any of the Finance Documents; or(b)
    
    the validity or enforceability of any Finance Document or any
right or remedy of any Finance Party under the Finance Documents.  Material Subsidiarymeans, at any time,  (a)
    
    any Subsidiary of the Company which is consolidated by way of
global integration (intégration globale) in the audited consolidated
financial statements of the Group:  (i)
    
    whose total revenues (consolidated in the case of
a Subsidiary which itself has a Subsidiary) represent not less
than 5 per cent. of consolidated total revenues of the Group
(as shown in the then latest audited consolidated financial
statements of the Group); and/or(ii)
    
    whose EBITDA represents not less than 5 per
cent. of the EBITDA of the Company (as shown in the then
latest audited consolidated financial statements of the
Group), and for these purposes a persons EBITDAis its
consolidated operating income adjusted (mutatis mutandis) in
the manner set out in paragraphs (a)(i) to (iii) of the
definition of Proportionate EBITDA in Clause 20.1 (Financial
Covenants),  in the case of a Subsidiary, as calculated from the then latest
annual financial statements (consolidated or, as the case may be,
unconsolidated), audited if prepared, of that Subsidiary;(b)
    
    the Subsidiary of the Company which owns the interest of the
Group in NBC and each direct or indirect Holding Company of that
Subsidiary;(c)
    
    (for so long as the Group owns 5 per cent. or more of the
total share capital of Véolia Environnement S.A.) any Subsidiary of
the Company which owns the interest of the Group in Véolia
Environnement S.A. and each direct or indirect Holding Company of
that Subsidiary;(d)
    
    each Subsidiary of the Company that acquires any assets or
shares having, at the time of the acquisition, a value equal to 5
per cent. or more of the consolidated total assets 6




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##### 



of the Group (as shown in the then latest audited consolidated
financial statements of the Group) and each direct or indirect
Holding Company of that Subsidiary; and(e)
    
    any other Subsidiary of the Borrower (the receiving
Subsidiary) to which after the date of the latest audited
consolidated financial statement of the Group is transferred either:  (i)
    
    all or substantially all the assets of another
Subsidiary which immediately prior to the transfer was a
Material Subsidiary (the disposing Subsidiary); or(ii)
    
    sufficient assets that the receiving Subsidiary
would have been a Material Subsidiary had the transfer
occurred on or before the date of the latest audited
consolidated financial statements of the Group;  in the case of (i) above the disposing Subsidiary shall forthwith
upon the transfer taking place cease to be a Material Subsidiary.  Maturity Datemeans the last day of the Interest Period of a Loan.Moodysmeans Moodys Investor Services, Inc.NBCmeans National Broadcasting Company Inc. (whose name is to be
changed to National Broadcasting Company Universal Inc. upon completion
of the transaction contemplated by the Business Combination Agreement).Original Financial Statementsmeans the audited consolidated
financial statements of the Company for the year ended 31st December,
2002.Participating Member Statemeans a member state of the European
Communities that adopts or has adopted the euro as its lawful currency
under the legislation of the European Community for Economic Monetary
Union.Partymeans a party to this Agreement.Product Financingmeans any Financial Indebtedness incurred by any
member of the Group, solely for the purpose of financing (whether
directly or through a partially-owned joint venture) the production,
acquisition or development of items of Product (including any Financial
Indebtedness assumed in connection with the acquisition of any such items
of Product or secured by a Security Interest on any such items of Product
prior to the acquisition thereof).The term items of Product shall include the scenario, screenplay
or script upon which such Product is based, all of the properties
thereof, tangible or intangible, and whether now in existence or
hereafter to be made or produced, whether or not in possession of any
member of the Group, and all rights therein and thereto of every kind and
character.Productsmeans any music (including mail order music), music
copyright, motion picture, television programming, film, videotape, video
clubs, DVD manufactured or distributed or any other product produced for
theatrical, non-theatrical or television release or for release in any
other medium, in each case whether recorded on film, videotape, cassette,
cartridge, disc or on or by any other means, method, process or device
whether now known or hereafter developed, with respect to which a member
of the Group:  (a)
    
    is an initial copyright owner; or 7




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##### 



(b)
    
    acquires (or will acquire upon delivery) an equity interest
or distribution rights.  Pro Rata Sharemeans:  (a)
    
    for the purpose of determining a Lenders share in a
utilisation of a Facility, the proportion which its Commitment under
that Facility bears to all the Commitments under that Facility; and(b)
    
    for any other purpose on a particular date:  (i)
    
    the proportion which a Lenders share of the
Loans (if any) bears to all the Loans;(ii)
    
    if there is no Loan outstanding on that date, the
proportion which its Commitment bears to the Total Commitments
on that date;(iii)
    
    if the Total Commitments have been cancelled,
the proportion which its Commitments bore to the Total
Commitments immediately before being cancelled; or(iv)
    
    when the term is used in relation to a Facility,
the above proportions but applied only to the Loans and
Commitments for that Facility.  For the purpose of sub-paragraph (iv) above, the Facility Agent will
determine, in the case of a dispute whether the term in any case relates
to a particular Facility.Project Finance Indebtednessmeans any Financial Indebtedness to
finance a project or a business (but not the acquisition of the shares or
the business or activities of any person) incurred by a member of the
Group (the relevant Group member) which has no activities or material
assets other than those comprised in the project and in respect of which
the person to whom that Financial Indebtedness is owed by the relevant
Group member has no recourse whatsoever to any member of the Group for
the repayment of or payment of any sum relating to that Financial
Indebtedness other than:  (a)
    
    recourse to the relevant Group member for amounts limited to
its interest in the aggregate cash flow or net cash flow (other than
historic cash flow or historic net cash flow) from the project or
business; and/or(b)
    
    recourse to the relevant Group member for the purpose only of
enabling amounts to be claimed in respect of that Financial
Indebtedness on an enforcement of any Security Interest given by the
borrower over the assets comprised in that project or business to
secure the Financial Indebtedness; and/or(c)
    
    recourse to a shareholder of the relevant Group member for
the purpose only of enforcement of any Security Interest given by
that shareholder over shares (or the like) of the borrower to secure
that Financial Indebtedness.  Rate Fixing Daymeans:  (a)
    
    the first day of an Interest Period for a Loan denominated in
Sterling;(b)
    
    the second Business Day before the first day of an Interest
Period for a Loan denominated in any other currency (other than
euro); 8




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##### 



(c)
    
    the second TARGET Day before the first day of an Interest
Period for a Loan denominated in euro (other than a Swingline Loan);
or(d)
    
    in relation to a Swingline Loan, each day of each Interest
Period or, if that is not a TARGET Day, the immediately preceding
TARGET Day,  or such other day as the Facility Agent determines is generally
treated as the rate fixing day by market practice in the relevant
interbank market.Reference Banksmeans the Facility Agent, The Royal Bank of Scotland
PLC, JPMorgan Chase Bank, BNP Paribas and Deutsche Bank Luxembourg S.A.
and any other bank or financial institution appointed as such by the
Facility Agent under this Agreement.Repeating Representationsmeans the representations which are deemed
to be repeated under Clause 18.17 (Times for making representations).Requestmeans a request for a Loan, substantially in the form of
Schedule 3 (Form of Request).Revolving Credit Commitmentmeans:  (a)
    
    for an Original Lender, the amount set opposite its name in
Schedule 1 (Original Parties) under the heading Revolving Credit
Commitments and the amount of any other Revolving Credit Commitment
it acquires; and(b)
    
    for any other Lender, the amount of any Revolving Credit
Commitment it acquires,  to the extent not cancelled, transferred or reduced under this
Agreement.Revolving Credit Facilitymeans the revolving credit facility made
available under this Agreement.Revolving Credit Loanmeans a Loan under the Revolving Credit
Facility and identified as such in its Request.Rollover Loanmeans one or more Revolving Credit Loans:  (a)
    
    to be made on the same day that a maturing Revolving Credit
Loan is due to be repaid;(b)
    
    the aggregate amount of which is equal to or less than the
maturing Revolving Credit Loan;(c)
    
    in the same currency as the maturing Revolving Credit Loan;
and(d)
    
    to be made to the same Borrower for the purpose of
refinancing a maturing Revolving Credit Loan.  S&Pmeans Standard and Poors Ratings Group.Screen Ratemeans:  (a)
    
    for LIBOR, the British Bankers Association Interest
Settlement Rate for the relevant Interest Period and currency; 9




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##### 



(b)
    
    for EURIBOR, the percentage rate per annum determined by the
Banking Federation of the European Union for the relevant Interest
Period; and(c)
    
    for EONIA, the percentage rate per annum determined by the
European Central Bank.  displayed on the appropriate page of the Telerate screen selected by
the Facility Agent. If the relevant page is replaced or the service
ceases to be available, the Facility Agent (after consultation with the
Company and the Lenders) may specify another page or service displaying
the appropriate rate.Security Interestmeans any:  (a)
    
    hypothèque, nantissement, privilège, cession de créance par
bordereau Dailly, gage-espècesany sûreté réelleor droit de
rétention; or(b)
    
    other mortgage, pledge, lien, charge (whether fixed or
floating), assignment, hypothecation or security interest or any
other agreement or arrangement having the effect of conferring
security.  SFRmeans Société Française du Radiotéléphone S.A.SFR Groupmeans SFR and its Subsidiaries.Start Datemeans the date on which the Facility Agent issues the
notification referred to in Clause 4.1 (Conditions precedent documents).Subsidiarymeans, in relation to a person, an entity from time to
time of which that person has direct or indirect control (in the case of
a company incorporated in France, within the meaning of Article L.233-3
I.1 and I.2 of the French Code de Commerce (as the same is in force on
the date of this Agreement)) or an entity, more than 50 per cent. of the
voting rights in, or share capital of, which are owned by that person.Swingline Commitmentmeans:  (a)
    
    in the case of a Swingline Lender on the date of this
Agreement, the amount in euro set opposite its name in Schedule 1
(Original Parties) under the heading Swingline Commitments and the
amount of any other Swingline Commitment it acquires; or(b)
    
    for any other Swingline Lender, the amount of any Swingline
Commitment it acquires,  to the extent not transferred, cancelled or reduced under this
Agreement.Swingline Facilitymeans the swingline facility made available under
this Agreement.Swingline Lendermeans:  (a)
    
    an Original Lender or an Affiliate of an Original Lender
listed in Schedule 1 (Original Parties) as a Swingline Lender; or(b)
    
    any other person that becomes a Swingline Lender after the
date of this Agreement.  Swingline Loanmeans a Loan under the Swingline Facility and
identified as such in its Request. 10




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##### 



Swingline Marginmeans the applicable Margin plus 0.15 per cent. per
annum.TARGET Daymeans a day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer payment system is open for
the settlement of payments in euro.Taxmeans any tax, levy, impost, duty or other charge or withholding
of a similar nature (including any related penalty or interest).Tax Deductionmeans a deduction or withholding for or on account of
Tax from a payment under a Finance Document.Tax Paymentmeans a payment made by a Borrower to a Finance Party in
any way relating to a Tax Deduction or under any indemnity given by that
Borrower in respect of Tax under any Finance Document.Total Commitmentsmeans the aggregate of the Commitments of all the
Lenders.Total Revolving Credit Commitmentsmeans the aggregate of the
Revolving Credit Commitments of all the Lenders, being, at the date of
this Agreement, the total amount specified as such in Schedule 1
(Original Parties).Total Swingline Commitmentsmeans the aggregate of the Swingline
Commitments of all the Swingline Lenders, being, at the date of this
Agreement, the total amount specified as such in Schedule 1 (Original
Parties).Transfer Certificatemeans a certificate, substantially in the form
of Schedule 5 (Form of Transfer Certificate), with such amendments as the
Facility Agent may approve or reasonably require or any other form agreed
between the Facility Agent and the Company.U.K.means the United Kingdom.Utilisation Datemeans each date on which a Facility is utilised.  1.2
    
    Construction(a)
    
    In this Agreement, unless the contrary intention appears, a reference to:  (i)
    
    an amendmentincludes a supplement, novation, restatement or
re-enactment and amendedwill be construed accordingly;(ii)
    
    assetsincludes present and future properties, revenues and
rights of every description;(iii)
    
    an authorisationincludes an authorisation, consent,
approval, resolution, licence, exemption, filing, registration or
notarisation;(iv)
    
    disposalmeans a sale, transfer, grant, lease or other
disposal, whether voluntary or involuntary, and disposewill be
construed accordingly;(v)
    
    indebtednessincludes any obligation (whether incurred as
principal or as surety) for the payment or repayment of money;(vi)
    
    a personincludes any individual, company, corporation,
unincorporated association or body (including a partnership, trust,
joint venture or consortium), government, 11




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##### 



state, agency, organisation or other entity whether or not having
separate legal personality;(vii)
    
    a regulationincludes any regulation, rule, official
directive, request or guideline (whether or not having the force of
law but, if not having the force of law, being of a type with which
any person to which it applies is accustomed to comply) of any
governmental, inter-governmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or
organisation;(viii)
    
    a currency is a reference to the lawful currency for the time
being of the relevant country;(ix)
    
    a Default being outstandingmeans that it has not been
remedied or waived;(x)
    
    SG Corporate and Investment Bankingis a reference to the
investment and corporate banking division of Société Générale;(xi)
    
    a provision of law is a reference to that provision as
extended, applied, amended or re-enacted and includes any
subordinate legislation;(xii)
    
    a Clause, a Subclause or a Schedule is a reference to a
clause or subclause of, or a schedule to, this Agreement;(xiii)
    
    a Party or any other person includes its successors in title,
permitted assigns and permitted transferees;(xiv)
    
    a Finance Document or another document is a reference to
that Finance Document or other document as amended; and(xv)
    
    a time of day is a reference to Paris time.  (b)
    
    Unless the contrary intention appears, a reference to a monthor months
is a reference to a period starting on one day in a calendar month and
ending on the numerically corresponding day in the next calendar month or
the calendar month in which it is to end, except that:  (i)
    
    if the numerically corresponding day is not a Business Day,
the period will end on the next Business Day in that month (if there
is one) or the preceding Business Day (if there is not);(ii)
    
    if there is no numerically corresponding day in that month,
that period will end on the last Business Day in that month; and(iii)
    
    notwithstanding sub-paragraph (i) above, a period which
commences on the last Business Day of a month will end on the last
Business Day in the next month or the calendar month in which it is
to end, as appropriate.  (c)
    
    Unless expressly provided to the contrary in a Finance Document, a person
who is not a party to a Finance Document may not enforce any of its terms
under the Contracts (Rights of Third Parties) Act 1999 and,
notwithstanding any term of any Finance Document, no consent of any third
party is required for any variation (including any release or compromise
of any liability) or termination of that Finance Document.(d)
    
    Unless the contrary intention appears: 12




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##### 



(i)
    
    a reference to a Party will not include that Party if it has
ceased to be a Party under this Agreement;(ii)
    
    an amount in euro is payable only in the euro unit;(iii)
    
    a word or expression used in any other Finance Document or
in any notice given in connection with any Finance Document has the
same meaning in that Finance Document or notice as in this
Agreement; and(iv)
    
    any obligation of a Borrower under the Finance Documents
which is not a payment obligation remains in force for so long as
any payment obligation of a Borrower is or may be outstanding under
the Finance Documents.  (e)
    
    The headings in this Agreement do not affect its interpretation.2.
    
    FACILITIES2.1
    
    Revolving Credit FacilitySubject to the terms of this Agreement, the Lenders make available
to the Borrowers a revolving credit facility in an aggregate amount equal
to the Total Revolving Credit Commitments.2.2
    
    Swingline FacilitySubject to the terms of this Agreement, the Swingline Lenders make
available to the Borrowers a swingline facility in an aggregate amount
equal to the Total Swingline Commitments.2.3
    
    Nature of a Finance Partys rights and obligationsUnless otherwise agreed by all the Finance Parties:  (a)
    
    the obligations of a Finance Party under the Finance
Documents are several;(b)
    
    failure by a Finance Party to perform its obligations does
not affect the obligations of any other Party under the Finance
Documents;(c)
    
    no Finance Party is responsible for the obligations of any
other Finance Party under the Finance Documents;(d)
    
    the rights of a Finance Party under the Finance Documents are
separate and independent rights;(e)
    
    a Finance Party may, except as otherwise stated in the
Finance Documents, separately enforce those rights; and(f)
    
    a debt arising under the Finance Documents to a Finance Party
is a separate and independent debt. 13




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##### 



3.
    
    PURPOSE3.1
    
    Revolving Credit LoansEach Revolving Credit Loan shall be used for the general corporate
purposes of the Group (including, without limitation, the refinancing of
amounts outstanding under the Existing Facilities, the Swingline Facility
or the refinancing of other Group indebtedness).3.2
    
    Swingline LoansEach Swingline Loan may be used for the general corporate purposes
of the Group including, without limitation, to repay or prepay in whole
or in part another Swingline Loan.3.3
    
    No obligation to monitorNo Finance Party is bound to monitor or verify the utilisation of a Facility.4.
    
    CONDITIONS PRECEDENT4.1
    
    Conditions precedent documentsA Request may not be given until the Facility Agent has notified the
Company and the Lenders that it has received all of the documents and
evidence set out in Part 1 of Schedule 2 (Conditions precedent documents)
in form and substance satisfactory to the Facility Agent. The Facility
Agent must give this notification to the Company and the Lenders promptly
upon being so satisfied.4.2
    
    Further conditions precedentThe obligations of each Lender to participate in any Loan are
subject to the further conditions precedent that on both the date of the
Request and the Utilisation Date for that Loan:  (a)
    
    the Repeating Representations are correct in all material
respects;(b)
    
    no Default or, in the case of a Rollover Loan, no Event of
Default is outstanding or would result from the Loan; and(c)
    
    there is no outstanding failure to comply with any of the
financial covenants in Clause 20 (Financial Covenants).  4.3
    
    Maximum numberUnless the Facility Agent agrees, a Request may not be given if, as
a result, there would be more than ten Revolving Credit Loans or ten
Swingline Loans outstanding.5.
    
    UTILISATION5.1
    
    GeneralThis Clause applies to all Loans other than Swingline Loans.5.2
    
    Giving of Requests(a)
    
    A Borrower may borrow a Loan by giving to the Facility Agent a duly
completed Request. 14




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##### 



(b)
    
    Unless the Facility Agent otherwise agrees, the latest time for receipt
by the Facility Agent of a duly completed Request is 11.00 a.m. one
Business Day before the Rate Fixing Day for the proposed borrowing (in the
case of a Loan in euro) or four Business Days before the proposed
Utilisation Date (in the case of a Loan in any other currency).(c)
    
    Each Request is irrevocable.  5.3
    
    Completion of RequestsA Request for a Loan will not be regarded as having been duly completed unless:  (a)
    
    it identifies the Borrower;(b)
    
    the Utilisation Date is a Business Day falling within the
Availability Period;(c)
    
    the amount of the Loan requested is:  (i)
    
    a minimum of 50,000,000 or its equivalent in
accordance with Clause 8 (Optional Currencies) and an integral
multiple of 25,000,000 (or its equivalent in accordance with
Clause 8 to the nearest 1,000,000 units of the relevant
currency);(ii)
    
    the maximum undrawn amount available under this
Agreement for Loans under the Facility on the proposed
Utilisation Date; or(iii)
    
    such other amount as the Facility Agent may
agree;  (d)
    
    in the case of a Loan for an Additional Borrower, the amount
of the Loan does not exceed (when aggregated with any outstanding
Loans borrowed by that Additional Borrower) an amount equal the
Additional Borrower Limit for that Additional Borrower; and(e)
    
    the proposed currency and Interest Periodcomplies with this
Agreement.  Only one Loan may be requested in a Request.5.4
    
    Advance of Loan(a)
    
    The Facility Agent must promptly notify each Lender of the details of the
requested Loan and the amount of its share in that Loan.(b)
    
    The amount of each Lenders share of the Loan will be its Pro Rata Share
on the proposed Utilisation Date.(c)
    
    No Lender is obliged to participate in a Loan if, as a result, the Loans
would exceed the Total Commitments.(d)
    
    If the conditions set out in this Agreement have been met, each Lender
must make its share in the Loan available to the Facility Agent for the
relevant Borrower on the Utilisation Date. 15




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##### 



6.
    
    UTILISATION  SWINGLINE LOANS6.1
    
    GeneralUnless the context otherwise requires, references in this Agreement to a
Lenderinclude a Swingline Lender.6.2
    
    Giving of Requests(a)
    
    A Borrower may borrow a Swingline Loan by giving to the Facility Agent a
duly completed Request.(b)
    
    Unless the Facility Agent otherwise agrees, the latest time for receipt
by the Facility Agent of a duly documented Request for a Swingline Loan is
12.00 p.m. on the proposed Utilisation Date.(c)
    
    If different from its usual address for receiving Requests, each Request
for a Swingline Loan must be sent to the Facility Agent to its address in
a Participating Member State notified to the Company for this purpose.(d)
    
    Each Request for a Swingline Loan is irrevocable.6.3
    
    Completion of RequestsA Request for a Swingline Loan will not be regarded as having been
duly completed unless:  (a)
    
    it identifies the Borrower;(b)
    
    it identifies that the Loan is a Swingline Loan;(c)
    
    the Utilisation Date is a TARGET Day falling within the
Availability Period;(d)
    
    the Interest Periodselected:  (i)
    
    does not overrun the Final Maturity Date;(ii)
    
    is a period of not more than seven TARGET Days;
and(iii)
    
    ends on a TARGET Day;  (e)
    
    the amount of the Swingline Loan requested is:  (i)
    
    a minimum of  5,000,000 and an integral multiple
of  100, 000;(ii)
    
    the maximum undrawn amount available under this
Agreement for Swingline Loans on the proposed Utilisation
Date; or(iii)
    
    such other amount as the Facility Agent or the
Swingline Lenders may agree; and  (f)
    
    the Swingline Loan is denominated in euro.  Only one Swingline Loan may be requested in a Request. 16




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##### 



6.4
    
    Advance of Swingline Loan(a)
    
    The Facility Agent must notify each Swingline Lender of the details of
the requested Swingline Loan and the amount of its share in that Swingline
Loan by 1.00 p.m. on the proposed Utilisation Date.(b)
    
    The amount of each Swingline Lenders share of the Swingline Loan will be
its Pro Rata Share on the proposed Utilisation Date adjusted to take
account of any limit applying under this Clause.(c)
    
    No Swingline Lender is obliged to participate in a Swingline Loan if as a
result:  (i)
    
    its share in the Swingline Loans would exceed its Swingline
Commitment; or(ii)
    
    the Loans would exceed the Total Commitments.  (d)
    
    If the conditions set out in this Agreement have been met, each Swingline
Lender must make its share in the Swingline Loan available to the Facility
Agent for the relevant Borrower on the Utilisation Date.6.5
    
    Relationship with Revolving Credit 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 Revolving Credit
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
share in the Loans and that of a Lender which is its Affiliate exceeding
its Overall Commitment.(d)
    
    For this purpose, the Overall Commitmentof a Lender means:  (i)
    
    its Revolving Credit Commitment; or(ii)
    
    in the case of a Swingline Lender which does not have a
Revolving Credit Commitment, the Revolving Credit Commitment of a
Lender which is its Affiliate.  (e)
    
    Where, but for the operation of paragraph (c) above, a Lenders share in
the Loans and that of a Lender which is its Affiliate 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.(f)
    
    The Swingline Commitments must not at any time exceed the Revolving
Credit Commitments and, if necessary, the Swingline Commitments will be
automatically reduced to achieve this.6.6
    
    CurrencyNotwithstanding any other term of this Agreement, Swingline Loans
may only be denominated in euro. 17




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##### 



7.
    
    SWINGLINE LOANS7.1
    
    Interest(a)
    
    The rate of interest on each Swingline Loan for each day during its
Interest Period is the percentage rate per annum equal to the aggregate of
EONIA for that day and the applicable:  (i)
    
    Swingline Margin: and(ii)
    
    Mandatory Cost.  (b)
    
    Except where it is provided to the contrary in this Agreement, each
Borrower must pay accrued interest on each Swingline Loan made to it on
the last day of its Interest Period.(c)
    
    Any other term of this Agreement relating to:  (i)
    
    calculation of the rate of interest (but not interest on
overdue amounts); or(ii)
    
    market disruption,  does not apply to Swingline Loans.7.2
    
    Interest PeriodNotwithstanding any other term of this Agreement:  (a)
    
    each Swingline Loan has one Interest Period only; and(b)
    
    the Interest Period for a Swingline Loan must be selected in
the relevant Request.  7.3
    
    Partial payments(a)
    
    If the Facility Agent receives a payment in respect of the Swingline
Facility insufficient to discharge all the amounts then due and payable by
the Company to the Swingline Lenders under this Agreement, the Facility
Agent must apply that payment towards the obligations of the Company under
the Finance Documents in respect of the Swingline Facility in the
following order:  (i)
    
    first, in or towards payment pro rata of any unpaid fees,
costs and expenses of the Facility Agent under the Finance Documents
incurred in respect of the Swingline Facility;(ii)
    
    secondly, in or towards payment pro rata of any accrued
interest on a Swingline Loan due but unpaid under this Agreement ;
and(iii)
    
    thirdly, in or towards payment pro rata of the principal of
any Swingline Loan due but unpaid under this Agreement.  (b)
    
    The Facility Agent must, if so directed by all the Swingline Lenders,
vary the order set out in sub-paragraphs (a)(ii) and (iii) above, as
appropriate.(c)
    
    This Subclause will override any appropriation made by the Company.(d)
    
    Any other term of this Agreement in relation to partial payments does not
apply to the Swingline Facility. 18




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##### 



7.4
    
    Conditions of assignment or transferNotwithstanding any other term of this Agreement, each Lender must
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 CURRENCIES8.1
    
    GeneralIn this Clause:Agents Spot Rate of Exchangemeans the Facility Agents spot rate
of exchange for the purchase of the relevant currency in the London
foreign exchange market with euros at or about 11.00 a.m. London time on
a particular day.euro Amountof a Loan or part of a Loan means:  (a)
    
    if the Loan is denominated in euros, its amount; or(b)
    
    if the Loan is denominated in an Optional Currency, its
equivalent in euros calculated on the basis of the Agents Spot Rate
of Exchange one Business Day before the Rate Fixing Day for that
Interest Period.  Optional Currencymeans any currency (other than euros) in which a
Loan may be denominated under this Agreement.8.2
    
    Selection(a)
    
    A Borrower must select the currency of a Loan in its Request.(b)
    
    Unless the Facility Agent otherwise agrees, the Loans may not be
denominated at any one time in more than five currencies.8.3
    
    Conditions relating to Optional Currencies(a)
    
    A Loan may be denominated in an Optional Currency for an Interest Period
if:  (i)
    
    that Optional Currency is readily available in the amount
required and freely convertible into euros in the relevant interbank
market on the Rate Fixing Day and the first day of that Interest
Period; and(ii)
    
    that Optional Currency is Sterling, US Dollar or Yen or has
been previously approved by the Facility Agent (acting on the
instructions of all the Lenders).  (b)
    
    If the Facility Agent has received a request from the Company for a
currency to be approved as an Optional Currency, the Facility Agent must,
within five Business Days, confirm to the Company:  (i)
    
    whether or not the Lenders have given their approval; and 19




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##### 



(ii)
    
    if approval has been given, the minimum amount (and, if
required, integral multiples) for any Loan in that currency.  8.4
    
    Revocation of currency(a)
    
    Notwithstanding any other term of this Agreement, if before 9.30 a.m.
(London time) on any Rate Fixing Day the Facility Agent receives notice
from a Lender that:  (i)
    
    the Optional Currency requested is not readily available to
it in the London interbank market in the amount and for the period
required; or(ii)
    
    participating in a Loan in the proposed Optional Currency
might contravene any law or regulation applicable to it,  the Facility Agent must give notice to the Company and the Lenders
to that effect promptly and in any event before 11.00 a.m. (London time)
on that day.(b)
    
    In this event:  (i)
    
    the Company may, by notice to the Facility Agent received not
later than 12 noon (London time) on the Rate Fixing Day, request
that the relevant Loan is not made; or(ii)
    
    in the absence of a notice from the Company under paragraph
(i):  (A)
    
    that Lender must participate in the Loan in
euros; and(B)
    
    the share of that Lender in the Loan and any
other similarly affected Lender(s) will be treated as a
separate Loan denominated in euros during that Interest
Period.  (c)
    
    Any part of a Loan treated as a separate Loan under this Subclause will
not be taken into account for the purposes of any limit on the number of
Loans or currencies outstanding at any one time.(d)
    
    A Loan will still be treated as a Rollover Loan if it is not denominated
in the same currency as the maturing Loan by reason only of the operation
of this Subclause.8.5
    
    Optional Currency equivalentsThe equivalent in euros of a Loan or part of a Loan in an Optional
Currency for the purposes of calculating:  (a)
    
    whether any limit under this Agreement has been exceeded;(b)
    
    the amount of a Loan;(c)
    
    the share of a Lender in a Loan;(d)
    
    the amount of any repayment of a Loan; or(e)
    
    the undrawn amount of a Lenders Commitment,  is its euro Amount. 20




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##### 



8.6
    
    NotificationThe Facility Agent must notify the Lenders and the Company of the
relevant euro Amount (and the applicable Agents Spot Rate of Exchange)
promptly after they are ascertained.9.
    
    REPAYMENT9.1
    
    Repayment(a)
    
    Each Borrower must repay each Loan made to it in full on its Maturity
Date.(b)
    
    Subject to the other terms of this Agreement, any amounts repaid under
paragraph (a) above may be re-borrowed.9.2
    
    Loss sharing(a)
    
    If a Swingline Loan is not repaid in full on its Maturity Date, the
Facility Agent shall (if requested to do so in writing by any affected
Swingline Lender) set a date (the Loss Sharing Date) on which payments
shall be made between the Lenders to re-distribute the unpaid amount
between them. The Facility Agent shall give at least 3 Business Days
notice to each affected Lender of the Loss Sharing Date and notify it of
the amounts to be paid or received by it.(b)
    
    On the Loss Sharing Date each Lender must pay to the Facility Agent its
Proportion of the Unpaid Amount minus its (or its Affiliates) Unpaid
Swingline Participation (if any). If this produces a negative figure for
a Lender no amount shall be paid by that Lender.(c)
    
    For the purposes of this Subclause:  (i)
    
    the Proportionof 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) minus the euro Amount (as defined in Clause 8.1
(Optional Currencies) of its participation (or that of a
Lender which is its Affiliate) in any outstanding Loans (but
ignoring its (or its Affiliates) participation in the unpaid
Swingline Loan) to:(B)
    
    the Total Commitments (or, if the Total
Commitments are then zero, the Total Commitments immediately
prior to their reduction to zero) minus any outstanding Loans
(but ignoring the unpaid Swingline Loan);  (ii)
    
    the Unpaid Amountmeans, in relation to a Swingline Loan, any
principal not repaid and/or any interest accrued but unpaid on that
Swingline Loan calculated from the Utilisation Date for that
Swingline Loan to the Loss Sharing Date;(iii)
    
    the Unpaid Swingline Participationof a Lender means that
part of the Unpaid Amount (if any) owed to that Lender (or its
Affiliate) (before any re-distribution under this Subclause).  (d)
    
    Out of the funds received by the Facility Agent pursuant to paragraph (c)
the Facility Agent shall pay to each Swingline Lender an amount equal to
the Shortfall (if any) of that Swingline Lender. For these purposes the
Shortfallof a Swingline Lender is an amount equal to its Unpaid Swingline
Participation minus its (or its Affiliates) Proportion of the Unpaid
Amount. 21




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##### 



(e)
    If the amount actually received by the Facility Agent from the Lenders is
insufficient to pay the full amount of the Shortfall of all Swingline
Lenders then the amount actually received will be distributed amongst the
Swingline Lenders pro rata to the Shortfall of each Swingline Lender.(f)
    (i)
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;  (ii)
    
    if and to the extent a paying Lender is not able to rely on
its rights under sub-paragraph (i) above, the relevant Borrower
shall be liable to the paying Lender for a debt equal to the amount
the paying Lender has paid under this paragraph; and(iii)
    
    any payment under this paragraph does not reduce the
obligations in aggregate of any Borrower.  10.
    
    PREPAYMENT AND CANCELLATION10.1
    
    Mandatory prepayment  illegality(a)
    
    A Lender must notify the Company promptly if it becomes aware that it is
unlawful in any relevant jurisdiction for that Lender to perform any of
its obligations under a Finance Document or to fund or maintain its share
in any Loan.(b)
    
    After notification under paragraph (a) above:  (i)
    
    each Borrower must repay or prepay the share of that Lender
in each Loan made to it on the date specified in paragraph (c)
below; and(ii)
    
    the Commitments of that Lender will be immediately cancelled.  (c)
    
    The date for repayment or prepayment of a Lenders share in a Loan will
be:  (i)
    
    the last day of the current Interest Period of that Loan;(ii)
    
    if earlier, the date specified by the Lender in the
notification under paragraph (a) above and which must not be earlier
than the last day of any applicable grace period allowed by law; or(iii)
    
    such other date as may be agreed between the relevant Lender
and the Company.  10.2
    
    Mandatory prepayment  change of control(a)
    
    For the purposes of this Subclause:a change of controloccurs if any person or group of persons acting
in concert gains control of the Company (including, without limitation,
on or following an amalgamation, demerger, merger or reconstruction
involving the Company permitted by this Agreement);controland acting in concerthave the meanings given to them in
Articles L.233-3 and L.233-10 respectively of the French Code de
Commerce; andhostilein relation to a change of control means that that change of
control is not subject to the prior approval or positive recommendation
of the Companys board of directors. 22




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##### 



(b)
    
    The Company must notify the Facility Agent (which shall notify the
Lenders) of any change of control and whether or not that change of
control is hostile promptly upon that change of control becoming legally
effective.(c)
    
    If the change of control is hostile, the Total Commitments shall be
cancelled in full forthwith and each Borrower shall repay each Loan made
to it in full to the Facility Agent for the Lenders on the date falling 30
days after the date on which the change of control became legally
effective.(d)
    
    If the change of control is not hostile, any Lender may, by no later than
10 Business Days following the Facility Agents notification under
paragraph (b) above (the Notification Period), notify the Company (through
the Facility Agent) that its participation in the Loans is to be prepaid
in full and that its Commitment be cancelled. During the Notification
Period no Borrower may request the making of any Loan other than a
Rollover Loan. If a Lender delivers a notice under this paragraph (d):  (i)
    
    on the date of the notice that Lenders Commitment shall be
cancelled; and(ii)
    
    on the date following thirty days after the end of the
Notification Period, the Borrowers shall prepay that Lenders
participation in the Loans in full.  10.3
    
    Mandatory prepayment  SFR(a)
    
    In this Subclause SFR Ownershipmeans the percentage of the total share
capital conferring the right to vote and receive dividends of SFR or any
other member of the Group to which the French mobile business of SFR (as
at the date of this Agreement) is transferred following the date of this
Agreement which is owned (directly or indirectly) by the Company.(b)
    
    If the SFR Ownership is, at any time, less than 50 per cent. but equal
to, or greater than, 40 per cent. then:  (i)
    
    fifty per cent. of the Total Commitments shall be cancelled
forthwith; and(ii)
    
    by no later than the date which is 30 Business Days after the
date on which the SFR Ownership was first less than 50 per cent.
(but equal to, or greater than, 40 per cent.), the Borrowers shall
prepay the Loans in such an amount as will result in the outstanding
Loans not exceeding the then amount of the Total Commitments (taking
into account the cancellation under paragraph (i) above.  (c)
    
    If the SFR Ownership is, at any time, less than 40 per cent. then:  (i)
    
    the Total Commitments shall be cancelled forthwith in full;
and(ii)
    
    by no later than the date which is 30 Business Days after the
date on which the SFR Ownership was first less than 40 per cent.,
each Borrower shall prepay each Loan made to it in full.  (d)
    
    The Company shall promptly notify the Facility Agent of any change in the
SFR Ownership that would result in a prepayment and cancellation under
this Subclause.10.4
    
    Mandatory prepayment  financial covenantsIf the Company does not comply with any of the financial covenants
in Clause 20 (Financial covenants), then: 23




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##### 



(a)
    
    on the date on which the financial statements of the Company
evidencing that failure to comply are (or should have been)
delivered to the Facility Agent the Total Commitments shall be
cancelled forthwith in full; and(b)
    
    on the date falling 15 Business Days after the date referred
to in paragraph (a) above, each Borrower shall prepay each Loan made
to it in full.  10.5
    
    Mandatory prepayment  Additional Borrowers(a)
    
    If the Company ceases to own or control, whether directly or indirectly,
more than 50 per cent. of the issued and fully paid up share capital and
voting rights of an Additional Borrower (an Additional Borrower change in
ownership or control), that Additional Borrower shall repay each Loan made
in full on the earlier of:  (i)
    
    the last day of the Interest Period for that Loan which is
current at the time the Additional Borrower change in ownership or
control becomes legally effective; and(ii)
    
    the date falling 15 Business Days after the date the
Additional Borrower change in ownership or control becomes legally
effective.  (b)
    
    Following an Additional Borrower change in ownership or control, the
relevant Additional Borrower may not borrow any more Loans and shall,
following the prepayment of Loans referred to in paragraph (a) above,
cease to be a Borrower.(c)
    
    The Company shall, promptly upon it becoming legally effective, notify
the Facility Agent of any Additional Borrower change in ownership or
control.10.6
    
    Mandatory prepayment  tax gross upIf a Borrower is, or becomes obliged, to make any Tax Deduction and
is prevented by applicable law from paying the additional amounts
required by Clause 14.2 (Tax gross-up):  (a)
    
    the Finance Party (if a Lender) in respect of which that Tax
Deduction has arisen may, by notice to the Company through the
Facility Agent, require the relevant Borrower to prepay all or part
of its participation in the Loans; and(b)
    
    the relevant Borrower shall prepay the participation of that
Lender in the Loans made to it on the date falling twenty Business
Days after the date of the notice,  provided that notwithstanding such prepayment the Borrower concerned
shall be obliged to pay the additional amounts to that Lender which it is
prevented from paying as soon as it may legally do so and such obligation
shall survive any cancellation or termination of this Agreement.10.7
    
    Voluntary prepayment(a)
    
    The Company may, by giving not less than three Business Days prior
notice to the Facility Agent, prepay (or ensure that a Borrower prepays)
any Loan at any time in whole or in part.(b)
    
    A prepayment of part of a Loan must be in a minimum amount of 50,000,000
and an integral multiple of 50,000,000. 24




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(c)
    
    If a notice to the Facility Agent under paragraph (a) is received by the
Facility Agent after 11.00 a.m., that notice will be deemed to have been
received on the following Business Day (and shall take effect
accordingly).10.8
    
    Automatic cancellation(a)
    
    The Commitments of each Lender will be automatically cancelled at the
close of business on the last day of the Availability Period.(b)
    
    The Commitments of each Lender will be automatically cancelled at close
of business on 8th October, 2004 if the Start Date has not by then
occurred.10.9
    
    Voluntary cancellation(a)
    
    The Company may, by giving not less than three Business Days prior
notice to the Facility Agent, cancel the unutilised amount of the Total
Commitments in whole or in part.(b)
    
    Partial cancellation of the Total Commitments must be in a minimum amount
of 50,000,000 and an integral multiple of 50,000,000.(c)
    
    Any cancellation in part will be applied against the relevant Commitment
of each Lender pro rata.(d)
    
    If a notice to the Facility Agent under paragraph (a) is received by the
Facility Agent after 11.00 a.m., that notice will be deemed to have been
received on the following Business Day (and shall take effect
accordingly).10.10
    
    Involuntary prepayment and cancellation(a)
    
    If a Borrower is, or will be, required to pay to a Lender a Tax Payment
or an Increased Cost, or a Lender notifies the Facility Agent of its
Mandatory Costs referred to in paragraph 3 of Schedule 4 (Calculation of
the Mandatory Cost) the Company may, while the requirement continues or
the relevant Mandatory Costs are greater than zero, give notice to the
Facility Agent requesting prepayment and cancellation in respect of that
Lender.(b)
    
    After notification under paragraph (a) above:  (i)
    
    each Borrower must repay or prepay that Lenders share in
each Loan made to it on the date specified in paragraph (c) below;
and(ii)
    
    the Commitments of that Lender will be immediately cancelled.  (c)
    
    The date for repayment or prepayment of a Lenders share in a Loan will
be the last day of the Interest Period for that Loan or, if earlier, the
date specified by the Company in its notification.10.11
    
    Re-borrowing of LoansAny voluntary prepayment of a Loan or a mandatory prepayment under
Clause 10.5 (Mandatory prepayment  Additional Borrowers) may be
re-borrowed on the terms of this Agreement. Any mandatory or involuntary
prepayment of a Loan (other than under Clause 10.5) may not be
re-borrowed. 25




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##### 



10.12
    
    Miscellaneous provisions(a)
    
    Any notice of prepayment and/or cancellation under this Agreement is
irrevocable and must specify the relevant date(s) and the affected Loans
and Commitments. The Facility Agent must notify the Lenders promptly of
receipt of any such notice.(b)
    
    All prepayments under this Agreement must be made with accrued interest
on the amount prepaid. No premium or penalty is payable in respect of any
prepayment except for Break Costs.(c)
    
    The Majority Lenders may agree a shorter notice period for a voluntary
prepayment or a voluntary cancellation.(d)
    
    No prepayment or cancellation is allowed except in accordance with the
express terms of this Agreement.(e)
    
    No amount of the Total Commitments cancelled under this Agreement may
subsequently be reinstated.11.
    
    INTEREST11.1
    
    Calculation of interestThe rate of interest on each Loan for each Interest Period is the
percentage rate per annum equal to the aggregate of the applicable:  (a)
    
    Margin;(b)
    
    IBOR; and(c)
    
    Mandatory Cost.  11.2
    
    Determination of Margin(a)
    
    The Margin shall be determined and adjusted from time to time by
reference to the lower of the ratings published by either Moodys or S&P
(together, the Rating Agencies) in respect of the Companys long term
corporate credit rating (in the case of S&P) or senior implied rating (in
the case of Moodys), each a relevant rating, such that when such a rating
is that which appears in Column A in the table below, the Margin will be
the percentage rate per annum which appears next to that rating in Column
B. A
    
    B(per cent. perannum)S&P
    
    Moody'sBBB+ or higher
    
    Baa1 or higher
    
    
    0.45BBB
    
    Baa2
    
    
    0.60BBB-
    
    Baa3
    
    
    0.80BB+ (or lower)
    
    Ba1 (or lower)
    
    
    1.10
  The applicable Margin is to be determined in accordance with the table
above by reference to the lowest rating published, so that in the event
that the relevant ratings published by each Rating Agency are
qualitatively different, the applicable Margin will be determined by
reference to the lower of the two ratings. If only one Rating Agency
issues a relevant rating, 26




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##### 



the applicable Margin will be determined by reference to that rating. If
a non rating date occurs (as defined in paragraph (c) below), the
applicable Margin shall be the Margin applicable at the time that non
rating date occurs (subject to paragraph (c) below) unless that would
result in the Margin being less than 0.80 per cent. per annum, in which
case the applicable Margin shall be 0.80 per cent. per annum.(b)
    
    Any adjustment to the Margin will take effect immediately upon the date
the press release relating to the rating change is issued by the relevant
Rating Agency for the purposes of this Clause and Clause 25.3 (Commitment
fee).(c)
    
    If at any time neither Moodys nor S&P assign a long term corporate
rating (for S&P) or a senior implied rating (for Moodys) to the Company
(the date on which this event occurs being the non rating date) then:  (i)
    
    the Company may within 15 days of the non rating date notify
the Facility Agent that FitchIBCA is to replace Moodys or S&P for
the purpose of this Agreement; or(ii)
    
    in the absence of a notification under paragraph (i) or in
the event that FitchIBCA does not assign an applicable credit rating
to the Company, the Company and the Facility Agent (acting on the
instructions of the Majority Lenders, acting reasonably) will select
another rating agency which assigns an applicable credit rating to
the Company to replace Moodys or S&P for the purpose of this
Agreement,  (FitchIBCA or such other rating agency being a replacement rating
agency). The Facility Agent shall, in agreement with the Company and in
accordance with market practices, select the applicable ratings grid of
the replacement rating agency which is equivalent to the ratings referred
to in paragraph (a) above, which shall, with the prior written consent of
the Majority Lenders, be binding on all the Parties. Following the
selection of a replacement rating agency and a ratings grid in accordance
with this clause, reference in this Clause to (A) Rating Agencies,
Moodysor S&Pand (B) relevant ratingsshall refer to the replacement
rating agency and that ratings grid respectively. If a replacement
rating agency and a ratings grid is not selected within 90 days of the
non rating date, the Facility Agent and the Company shall meet in order
to determine in good faith the applicable Margin, provided that until
such time as such a determination is made, the applicable Margin shall be
the Margin applicable at the non rating date.11.3
    
    Payment of interestExcept where it is provided to the contrary in this Agreement, each
Borrower must pay accrued interest on each Loan made to it on the last
day of each Interest Period and also, if the Interest Period is longer
than six months, on the dates falling at six-monthly intervals after the
first day of that Interest Period.11.4
    
    Interest on overdue amounts(a)
    
    If a Borrower fails to pay any amount payable by it under the Finance
Documents, it must immediately on demand by the Facility Agent pay
interest on the overdue amount from its due date up to the date of actual
payment, both before, on and after judgment.(b)
    
    Interest on an overdue amount is payable at a rate determined by the
Facility Agent to be two per cent. per annum above 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 this purpose, the Facility Agent may (acting reasonably): 27




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##### 



(i)
    
    select successive Interest Periods of any duration of up to
three months; and(ii)
    
    determine the appropriate Rate Fixing Day for that Interest
Period.  (c)
    
    Notwithstanding paragraph (b) above, if the overdue amount is a principal
amount of a Loan and becomes due and payable prior to the last day of its
current Interest Period, then:  (i)
    
    the first Interest Period for that overdue amount will be the
unexpired portion of that Interest Period; and(ii)
    
    the rate of interest on the overdue amount for that first
Interest Period will be two per cent. per annum above the rate then
payable on that Loan (or, in the case of a Swingline Loan, two per
cent. per annum above the rate otherwise applicable to each day of
that Interest Period).  After the expiry of the first Interest Period for that overdue
amount, the rate on the overdue amount will be calculated in accordance
with paragraph (b) above.(d)
    
    Interest (if unpaid) on an overdue amount will be compounded with that
overdue amount at the end of each of its Interest Periods but will remain
immediately due and payable.11.5
    
    Notification of rates of interestThe Facility Agent shall promptly notify each relevant Party of the
determination of a rate of interest under this Agreement.11.6
    
    Taux Effectif GlobalIn order to comply with the provisions of Articles L313-1 and L313-2
of the French Consumer Code (Code de la Consommation), the effective
global rate (taux effectif global) calculated in accordance with this
Agreement is as set out in a letter dated the date of this Agreement (or,
in relation to an Additional Borrower incorporated in France, dated on or
about the date of the relevant Accession Agreement) from the Facility
Agent to the Company substantially in the form set out in Schedule 11.12.
    
    INTEREST PERIODS12.1
    
    Selection  Revolving Credit Loans(a)
    
    Each Revolving Credit Loan has one Interest Period only.(b)
    
    A Borrower must select the Interest Period for a Revolving Credit Loan in
the relevant Request.(c)
    
    Subject to the following provisions of this Clause, each Interest Period
for a Revolving Credit Loan will be one, two, three or six months or any
other period agreed by the Company and the Lenders.12.2
    
    No overrunning the Final Maturity DateIf an Interest Period would otherwise overrun the Final Maturity
Date, it will be shortened so that it ends on the Final Maturity Date. 28




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12.3
    
    NotificationThe Facility Agent must notify the relevant Borrower and the Lenders
of the duration of each Interest Period promptly after ascertaining its
duration.13.
    
    MARKET DISRUPTION13.1
    
    Failure of a Reference Bank to supply a rateIf IBOR is to be calculated by reference to the Reference Banks but
a Reference Bank does not supply a rate by 12.00 noon (local time) on a
Rate Fixing Day, the applicable IBOR will, subject as provided below, be
calculated on the basis of the rates of the remaining Reference Banks.13.2
    
    Market disruption(a)
    
    In this Clause, each of the following events is a market disruption
event:  (i)
    
    IBOR is to be calculated by reference to the Reference Banks
but no, or only one, Reference Bank supplies a rate by 12.00 noon
(local time) on the Rate Fixing Day; or(ii)
    
    the Facility Agent receives by close of business on the Rate
Fixing Day notification from Lenders whose shares in the relevant
Loan exceed 30 per cent. of that Loan that the cost to them of
obtaining matching deposits in the relevant interbank market is in
excess of IBOR for the relevant Interest Period.  (b)
    
    The Facility Agent must promptly notify the Company and the Lenders of a
market disruption event.(c)
    
    After notification under paragraph (b) above, the rate of interest on
each Lenders share in the affected Loan for the relevant Interest Period
will be the aggregate of the applicable:  (i)
    
    Margin;(ii)
    
    rate notified to the Facility 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 of funding its
share in that Loan from whatever source it may reasonably select;
and(iii)
    
    Mandatory Cost.  13.3
    
    Alternative basis of interest or funding(a)
    
    If a market disruption event occurs and the Facility Agent or the Company
so requires, the Company and the Facility Agent must enter into
negotiations for a period of not more than 30 days with a view to agreeing
an alternative basis for determining the rate of interest and/or funding
for the affected Loan and any future Loan.(b)
    
    Any alternative basis agreed will be, with the prior consent of all the
Lenders, binding on all the Parties. 29




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14.
    
    TAXES14.1
    
    GeneralIn this Clause Tax Creditmeans a credit against any Tax or any
relief or remission for Tax (or its repayment).14.2
    
    Tax gross-up(a)
    
    Each Borrower must make all payments to be made by it under the Finance
Documents without any Tax Deduction, unless a Tax Deduction is required by
law.(b)
    
    If a Borrower or a Lender is aware that a Borrower must make a Tax
Deduction (or that there is a change in the rate or the basis of a Tax
Deduction), it must promptly notify the Facility Agent. The Facility
Agent must then promptly notify the affected Parties.(c)
    
    If a Tax Deduction is required by law to be made by a Borrower or the
Facility Agent, the amount of the payment due from the Borrower will be
increased to an amount which (after making the Tax Deduction) leaves an
amount equal to the payment which would have been due if no Tax Deduction
had been required.(d)
    
    If a Borrower is required to make a Tax Deduction, that Borrower must
make the minimum Tax Deduction allowed by law and must make any payment
required in connection with that Tax Deduction within the time allowed by
law.(e)
    
    Within 30 days of making either a Tax Deduction or a payment required in
connection with a Tax Deduction, the Borrower making that Tax Deduction
must deliver to the Facility Agent for the relevant Finance Party evidence
satisfactory to that Finance Party (acting reasonably) that the Tax
Deduction has been made or (as applicable) the appropriate payment has
been paid to the relevant taxing authority.(f)
    
    No Borrower is obliged to pay any additional amounts for the account of a
Finance Party pursuant to this Subclause in respect of any Tax Deduction
to the extent that the obligation to pay such additional amounts would not
have arisen but for the gross negligence or wilful misconduct of such
Finance Party or the failure by such Finance Party to provide (within a
reasonable period after being requested to do so by the Company or the
Facility Agent) any form, certificate or other documentation:  (i)
    
    the provision of which would have relieved the relevant
Borrower from the relevant withholding obligation; and(ii)
    
    which it is within the power of such Finance Party to
provide.  14.3
    
    Tax indemnity(a)
    
    Each Borrower shall:  (i)
    
    pay when due all Taxes required by law to be deducted or
withheld by it from any amounts paid or payable to the Finance
Parties under the Finance Documents;(ii)
    
    within 30 calendar days of the payment being made, deliver to
the Facility Agent for the relevant Lender evidence satisfactory to
that Lender (including all relevant Tax receipts) that the payment
has been duly remitted to the appropriate authority; and 30




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(iii)
    
    except as provided in paragraph (b) below, on demand (which
demand shall be accompanied by a certificate from the Finance Party
setting out, in reasonable detail, calculations relating to the
amount claimed) indemnify each Finance Party against any loss or
liability which that Finance Party determines has been suffered
(directly or indirectly) by that Finance Party on account of Tax in
relation to a payment received or receivable (or any payment deemed
to be receivable) under a Finance Document.  (b)
    
    Paragraph (a)(iii) above does not apply to:  (i)
    
    any Tax assessed on a Finance Party under the laws of the
jurisdiction in which:  (A)
    
    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)
    
    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 by that Finance Party. However,
any payment deemed to be received or receivable, including any
amount treated as income but not actually received by the Finance
Party, such as a Tax Deduction, will not be treated as net income
received or receivable for this purpose; or(ii)
    
    any loss or liability for which such Finance Party is
otherwise compensated by the payment of additional amounts under
Clause 14.2 (Tax Gross-up) or would have been compensated but for
one of the exceptions referred to in Subclause 14.2(f).  (c)
    
    A Finance Party making, or intending to make, a claim under paragraph (a)
above must promptly notify the Company of the event which will give, or
has given, rise to the claim.14.4
    
    Tax Credit(a)
    
    If a Borrower makes a Tax Payment and the relevant Finance Party solely
determines that:  (i)
    
    it has received or been granted a Tax Credit in relation to
that Tax Payment; and(ii)
    
    it has retained that Tax Credit and fully utilised it on an
affiliated group basis,the Finance Party must pay an amount to the Borrower which that
Finance Party determines (in its absolute discretion but acting in good
faith) will leave it (after that payment) in the same after-tax position
as it would have been if the Tax Payment had not been required to be made
by the Borrower.  (b)
    
    Each Lender shall use its reasonable endeavours to determine whether it
is entitled to receive a Tax Credit and, if it determines that it is, to
obtain the same, unless to do so or attempt to do so might, in the sole
opinion of the Lender, be in any way prejudicial to the Lender (provided
that where a Bank claims a Tax Credit pursuant to this Subclause, the
extent, order and manner in which it does so shall be in the absolute
discretion of the Lender (acting in good faith)). No Lender shall be
obliged to disclose any information regarding its tax affairs or
computations to any other Party. 31




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14.5
    
    Stamp taxes  The Company must pay and indemnify each Finance Party against any
stamp duty, registration or other similar Tax payable in connection with
the entry into, performance or enforcement of any Finance Document,
except for any such Tax payable in connection with the entry into a
Transfer Certificate.14.6
    
    Value added taxes(a)
    
    Any amount (including costs and expenses) payable under a Finance
Document by a Borrower is exclusive of any value added tax or any other
Tax of a similar nature which might be chargeable in connection with that
amount. If any such Tax is chargeable, the Borrower must pay to the
Finance Party (in addition to and at the same time as paying that amount)
an amount equal to the amount of that Tax.(b)
    
    The obligation of any Borrower under paragraph (a) above will be reduced
to the extent that the Finance Party determines (acting reasonably) that
it is entitled to repayment or a credit in respect of the relevant Tax.15.
    
    INCREASED COSTS15.1
    
    Increased CostsExcept as provided below in this Clause, the Company must pay to a
Finance Party the amount of any Increased Cost incurred by that Finance
Party or any of its Affiliates as a result of:  (a)
    
    the introduction of, or any change in, or any change in the
interpretation, administration or application of, any law or
regulation; or(b)
    
    compliance with any law or regulation,  made after the date of this Agreement.15.2
    
    ExceptionsThe Company need not make any payment for an Increased Cost to the
extent that the Increased Cost is:  (a)
    
    compensated for under another Clause or would have been but
for an exception to that Clause;(b)
    
    attributable to any change in the rate of, or change in the
basis of calculating a tax on the overall net income of a Finance
Party or its Holding Company; or(c)
    
    attributable to a Finance Party or its Holding Company
failing to comply with any law or regulation (provided that this
exception shall not apply to the extent that such law or regulation
is applied retrospectively).  15.3
    
    ClaimsA Finance Party intending to make a claim for an Increased Cost must
notify the Company promptly of the circumstances giving rise to, and the
amount of, the claim, setting out in reasonable detail calculations
evidencing the relevant increased costs, provided that nothing 32




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herein shall require such Finance Party to disclose any confidential
information relating to the organisation of its affairs.  16.
    
    MITIGATION16.1
    
    Mitigation(a)
    
    Each Finance Party must, in consultation with the Company, take all
reasonable steps to mitigate any circumstances which arise and which
result or would result in:  (i)
    
    any Tax Payment or Increased Cost being payable to that
Finance Party;(ii)
    
    that Finance Party being able to exercise any right of
prepayment and/or cancellation under this Agreement by reason of any
illegality; or(iii)
    
    that Finance Party incurring any cost of complying with the
minimum reserve requirements of the European Central Bank,  including transferring its rights and obligations under the Finance
Documents to an Affiliate or changing its Facility Office.(b)
    
    Paragraph (a) above does not in any way limit the obligations of any
Borrower under the Finance Documents.(c)
    
    The Company must indemnify each Finance Party for all costs and expenses
reasonably incurred by that Finance Party as a result of any step taken by
it under this Subclause.(d)
    
    A Finance Party is not obliged to take any step under this Subclause if,
in the opinion of that Finance Party (acting reasonably), to do so might
be prejudicial to it.  16.2
    
    Conduct of business by a Finance PartyNo term 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)
    
    require the Facility Agent or any Lender to claim relief in
respect of any Tax Payment in priority to any other reliefs, claims
or credits available to it; or(c)
    
    oblige any Finance Party to disclose any information relating
to its affairs (Tax or otherwise) or any computation in respect of
Tax.  17.
    
    PAYMENTS17.1
    
    PlaceUnless a Finance Document specifies that payments under it are to be
made in another manner, all payments by a Party (other than the Facility
Agent) under the Finance Documents must be made to the Facility Agent to
its account at such office or bank:(a)
    
    in the principal financial centre of the country of the
relevant currency; or(b)
    
    in the case of euro, in the principal financial centre of a
Participating Member State or London, 33




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##### 



as it may notify to that Party for this purpose by not less than
five Business Days prior notice.17.2
    
    FundsPayments under the Finance Documents to the Facility Agent must be
made for value on the due date at such times and in such funds as the
Facility Agent may specify to the Party concerned as being customary at
the time for the settlement of transactions in the relevant currency in
the place for payment.17.3
    
    Distribution(a)
    
    Each payment received by the Facility Agent under the Finance Documents
for another Party must, except as provided below, be made available by the
Facility Agent to that Party by payment (as soon as practicable after
receipt) to its account with such office or bank:  (i)
    
    in the principal financial centre of the country of the
relevant currency; or(ii)
    
    in the case of euro, in the principal financial centre of a
Participating Member State or London,  as it may notify to the Facility Agent for this purpose by not less
than five Business Days prior notice.(b)
    
    The Facility Agent may apply any amount received by it for a Borrower in
or towards payment (as soon as practicable after receipt) of any amount
due from that Borrower under the Finance Documents or in or towards the
purchase of any amount of any currency to be so applied.(c)
    
    Where a sum is paid to the Facility Agent under this Agreement for
another Party, the Facility Agent is not obliged to pay that sum to that
Party until it has established that it has actually received it. However,
the Facility Agent may assume that the sum has been paid to it, and, in
reliance on that assumption, make available to that Party a corresponding
amount. If it transpires that the sum has not been received by the
Facility Agent, that Party must immediately on demand by the Facility
Agent refund any corresponding amount made available to it together with
interest on that amount from the date of payment to the date of receipt by
the Facility Agent at a rate calculated by the Facility Agent to reflect
its cost of funds.17.4
    
    Currency(a)
    
    Unless a Finance Document specifies that payments under it are to be made
in a different manner, the currency of each amount payable under the
Finance Documents is determined under this Clause.(b)
    
    Interest is payable in the currency in which the relevant amount in
respect of which it is payable is denominated.(c)
    
    A repayment or prepayment of any principal amount is payable in the
currency in which that principal amount is denominated on its due date.(d)
    
    Amounts payable in respect of costs and expenses are payable in the
currency in which they are incurred.(e)
    
    Each other amount payable under the Finance Documents is payable in
euros. 34




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##### 



17.5
    
    No set-off or counterclaimAll payments made by a Borrower under the Finance Documents must be
made without set-off or counterclaim.17.6
    
    Business Days(a)
    
    If a payment under the Finance Documents is due on a day which is not a
Business Day, the due date for that payment will instead be the next
Business Day in the same calendar month (if there is one) or the preceding
Business Day (if there is not) or whatever day the Facility Agent
determines (acting reasonably) is market practice.(b)
    
    During any extension of the due date for payment of any principal under
this Agreement interest is payable on that principal at the rate payable
on the original due date.17.7
    
    Partial payments(a)
    
    If any Administrative Party receives a payment insufficient to discharge
all the amounts then due and payable by the Borrowers under the Finance
Documents, the Administrative Party must apply that payment towards the
obligations of the Borrowers under the Finance Documents in the following
order:  (i)
    
    first, in or towards payment pro rata of any unpaid fees,
costs and expenses of the Administrative Parties under the Finance
Documents;(ii)
    
    secondly, in or towards payment pro rata of any accrued
interest or fee due but unpaid under this Agreement;(iii)
    
    thirdly, in or towards payment pro rata of any principal
amount 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 Facility Agent must, if so directed by all the Lenders, vary the
order set out in sub-paragraphs (a)(ii) to (iv) above.(c)
    
    This Subclause will override any appropriation made by a Borrower.17.8
    
    Timing of paymentsIf a Finance Document does not provide for when a particular payment
is due, that payment will be due within three Business Days of demand by
the relevant Finance Party.18.
    
    REPRESENTATIONS18.1
    
    RepresentationsThe representations set out in this Clause are made by each Borrower
or (if it so states) the Company to each Finance Party. 35




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18.2
    
    Status(a)
    
    It is a joint-stock company, a limited liability company, a limited
liability partnership or a corporation duly incorporated or established
and validly existing under the laws of its jurisdiction of incorporation.(b)
    
    It and each Material Subsidiary has the power to own its assets and carry
on its business as it is being conducted.18.3
    
    Powers and authorityIt has the power to enter into and perform, and has taken all
necessary action to authorise the entry into and performance of, the
Finance Documents to which it is or will be a party and the transactions
contemplated by those Finance Documents.18.4
    
    Legal validitySubject to any general principles of law limiting its obligations
and referred to in any legal opinion required under this Agreement, each
Finance Document to which it is a party is its legally binding, valid and
enforceable obligation.18.5
    
    Non-conflictThe entry into and performance by it of, and the transactions
contemplated by, the Finance Documents do not conflict with:  (a)
    
    any law or regulation applicable to it or any Material
Subsidiary in any material respect;(b)
    
    its constitutional documents; or(c)
    
    any document which is binding upon it or any Material
Subsidiary or any of its or any Material Subsidiarys assets in any
material respect.  18.6
    
    No default(a)
    
    No Event of Default is outstanding or will result from the making of any
Loan; and(b)
    
    no other event is outstanding which constitutes an event of default or
(subject to any applicable grace period) breach of obligation under, or
failure to comply with, any document which is binding on it or any of its
assets to an extent or in a manner which is reasonably likely to have a
Material Adverse Effect.18.7
    
    AuthorisationsAll authorisations required by it in connection with the entry into,
performance, validity and enforceability of, and the transactions
contemplated by, the Finance Documents have been obtained or effected (as
appropriate) and are in full force and effect.18.8
    
    Financial statementsIts audited financial statements most recently delivered to the
Facility Agent (which, in the case of the Company at the date of this
Agreement, are the Original Financial Statements): 36




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##### 



(a)
    
    have been prepared in accordance with accounting principles
and practices generally accepted in France or (subject to the
provisions of Clause 19.2 (Form of financial statements)
internationally, consistently applied; and(b)
    
    fairly represent its financial condition (consolidated, if
applicable) as at the date to which they were drawn up,  except, in each case, as disclosed to the contrary in those
financial statements and (in the case of the financial statements of the
Company) there has been no change in the consolidated condition of the
Company since the date to which those financial statements were drawn up
which has or could reasonably be expected to have a Material Adverse
Effect.18.9
    
    No material adverse changeIn the case of the Company only, as at the date of this Agreement and the
First Utilisation Date there has been no material adverse change in the
consolidated financial condition of the Company since the date to which
the Original Financial Statements were drawn up which has not been
specifically disclosed in the Information Memorandum.18.10
    
    Litigation(a)
    
    No litigation, arbitration or administrative proceedings are current or,
to its knowledge, pending or threatened, which, if adversely determined,
are reasonably likely to have a Material Adverse Effect.(b)
    
    No proceedings of any nature are current or, to its knowledge, pending or
threatened, for the winding-up or dissolution (other than a solvent
winding up or dissolution) of, or in respect of any insolvency proceeding
of any nature relating to it or any Material Subsidiary.18.11
    
    Information Memorandum(a)
    
    In this Subclause, Information Memorandummeans the information
memorandum prepared on behalf of, and approved by, the Company in
connection with this Agreement.(b)
    
    In the case of the Company only and as at the date of this Agreement:  (i)
    
    the factual information contained in the Information
Memorandum was true in all material respects as at its date and the
assumptions and projections expressed in the Information Memorandum
were made acting reasonably and in good faith;(ii)
    
    the Information Memorandum did not omit as at its date any
information which, if disclosed, would adversely affect the decision
of a person considering whether to enter into this Agreement; and(iii)
    
    nothing has occurred since the date of the Information
Memorandum which renders the information contained in it untrue or
misleading in any material respect and which, if disclosed, might
adversely affect the decision of a person considering whether to
enter into this Agreement.  18.12
    
    Pari passu rankingIts payment obligations under the Finance Documents rank at least
pari passu with all its other present and future unsecured payment
obligations, except for obligations mandatorily preferred by law applying
to companies generally. 37




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##### 



18.13
    
    Taxes on paymentsAs at the date of this Agreement, all amounts payable by it under
the Finance Documents may be made without any Tax Deduction.18.14
    
    Stamp dutiesAs at the date of this Agreement, no stamp or registration duty or
similar Tax or charge is payable in its jurisdiction of incorporation in
respect of any Finance Document.18.15
    
    Immunity(a)
    
    The execution by it of each Finance Document constitutes, and the
exercise by it of its rights and performance of its obligations under each
Finance Document will constitute, private and commercial acts performed
for private and commercial purposes; and(b)
    
    it will not be entitled to claim immunity from suit, execution,
attachment or other legal process in any proceedings taken in its
jurisdiction of incorporation in relation to any Finance Document.18.16
    
    Jurisdiction/governing law(a)
    
    Its:  (i)
    
    irrevocable submission under this Agreement to the
jurisdiction of the courts of England;(ii)
    
    agreement that this Agreement is governed by English law; and(iii)
    
    agreement not to claim any immunity to which it or its assets may be entitled,
are legal, valid and binding under the laws of its jurisdiction of incorporation; and  (b)
    
    any judgment obtained in England in legal proceedings based on or in
connection with the Finance Documents will be recognised and be
enforceable by the courts of its jurisdiction of incorporation (subject to
the provisions of Council Regulation No. 44/2001 of the Council of the
European Union on jurisdiction and enforcement of judgments in civil and
commercial matters, or other applicable law or convention on the
recognition and enforcement of court judgements).18.17
    
    Times for making representations(a)
    
    The representations set out in this Clause are made by the Company on the
date of this Agreement.(b)
    
    Unless a representation is expressed to be given at a specific date, each
representation is deemed to be repeated by:  (i)
    
    each Additional Borrower and the Company on the date that
Additional Borrower becomes a Borrower; and(ii)
    
    each Borrower on the date of each Request and the first day
of each Interest Period.  (c)
    
    When a representation is repeated, it is applied to the circumstances
existing at the time of repetition. 38




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##### 



19.
    
    INFORMATION COVENANTS19.1
    
    Financial statements(a)
    
    The Company must supply to the Facility Agent in sufficient copies for
all the Lenders:  (i)
    
    its audited consolidated financial statements for each of its
financial years;(ii)
    
    the audited financial statements of each Borrower for each of
its financial years;(iii)
    
    its unaudited interim consolidated financial statements for
the first half-year of each of its financial years; and(iv)
    
    its unaudited consolidated financial statements for each
first and third quarter of each of its financial years.  (b)
    
    All financial statements must be supplied as soon as they are available
and:  (i)
    
    in the case of the Companys audited consolidated financial
statements, within 120 days;(ii)
    
    in the case of each Borrowers audited financial statements, within 120 days; and(iii)
    
    in the case of the Companys interim financial statements, within 90 days; and(iv)
    
    in the case of the Companys quarterly financial statements, within 90 days,
of the end of the relevant financial period.  19.2
    
    Form of financial statements(a)
    
    The Company must ensure that:  (i)
    
    each set of financial statements relating to it delivered
under this Clause is prepared on the same Accounting Basis as was
used in the preparation of the Original Financial Statements and in
accordance with accounting principles and practices generally
accepted in France or internationally and consistently applied (or
if not consistently applied accompanied by details of the
inconsistencies unless such details appear in the notes to the
financial statements) and shall fairly represent the consolidated
financial condition of the Group. If (I) any financial statements
relating to the Company referred to in this Clause (the Inconsistent
Financial Statements) are prepared on an Accounting Basis which is
not consistent with the immediately preceding comparable financial
statements or in accordance with accounting principles and practices
which are not consistent with the immediately preceding comparable
financial statements or (II) the Company changes the end of its
financial year, and, in the reasonable opinion of the Company or the
Majority Lenders, the result of the calculations made pursuant to
the provisions in Clause 20 (Financial Covenants) does not
correspond to the commercial intention of such provisions, the
following shall apply:  (A)
    
    either the Company shall notify the Facility
Agent or the Facility Agent shall notify the Company
accordingly (as appropriate). Any notice given under this
sub-paragraph (A) shall, if that notice relates to paragraph
(a)(i)(I), contain reasonable details of the differences
between the Inconsistent 39




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##### 



Financial Statements and the immediately preceding
comparable financial statements.(B)
    
    in the event of a notice from the Facility Agent
or, in the event of a notice from the Company, if the Majority
Lenders agree with the Companys opinion, the Company and the
Lenders shall negotiate in good faith for a period not
exceeding 30 days with a view to the Company and the Majority
Lenders agreeing the manner in which the provisions of Clause
20 (Financial Covenants) shall be applied to the Inconsistent
Financial Statements or the financial statements of the
Company made up to the end of the Companys new financial
year. If no agreement is reached within this period or, if
the notice under paragraph (A) above was from the Company, the
Majority Lenders do not agree with the Companys opinion, the
provisions of Clause 20 (Financial Covenants) shall be
interpreted with respect to the Inconsistent Financial
Statements as determined by the Facility Agent (acting on the
instructions of the Majority Lenders), which interpretation
shall prevail or, in the case of a change in the end of the
Companys financial year, the Company shall deliver financial
statements made up to the date on which its financial year
ended prior to the change in the end of its financial year;  (ii)
    
    each set of financial statements delivered under this Clause
shall give a true and fair view of the financial condition of the
Borrower to which they relate (or the Group in the case of the
Company) as at the end of the period to which those financial
statements relate and of the results of its operations during that
period; and(iii)
    
    each set of audited financial statements delivered by it
under this Clause is audited by an internationally recognised
independent qualified firm of auditors.  (b)
    
    In the event that any set of financial statements delivered under this
Clause are prepared in accordance both with French accounting principles
and practices (French financial statements) and accounting principles and
practices generally accepted internationally (international financial
statements) the Company shall deliver to the Facility Agent under this
Clause both the French financial statements and the international
financial statements.(c)
    
    In paragraph (a), Accounting Basisin relation to the preparation of
financial statements means the methodology used in that preparation,
including the policies and practices relating to where and how, or the
manner in which, transactions, operations, liabilities or assets of a
particular nature or type are recorded, entered or described in those
financial statements.19.3
    
    Liquidity AnalysisOn the first Business Day of each of the Companys financial quarters
commencing on or after the Start Date, the Company shall (unless on that
day it has an Investment Grade Rating) deliver to the Facility Agent in
sufficient copies for all the Lenders an up-to-date Liquidity Analysis
together with a certificate from the Chief Financial Officer of the
Company confirming that such Liquidity Analysis has been prepared in good
faith and is based on reasonable assumptions.19.4
    
    Compliance Certificate(a)
    
    The Company must supply to the Facility Agent a Compliance Certificate
with each set of its financial statements sent to the Facility Agent under
this Agreement which relate to any period ending on a Testing Date (as
defined in Clause 20 (Financial Covenants)). 40




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##### 



(b)
    
    A Compliance Certificate must be signed by an authorised signatory of the
Company and, in the case of a Compliance Certificate supplied with its
annual audited consolidated financial statements, its auditors.19.5
    
    Information  miscellaneousThe Company must supply to the Facility Agent, in sufficient copies
for all the Lenders if the Facility Agent so requests:  (a)
    
    copies of all documents despatched (i) by the Company to its
shareholders (or any class of them) concerning the convening of
agendas for and resolutions to be considered at shareholders
meetings or involving or containing reports or information relating
to the affairs and activities of the Company, or by any Borrower to
its creditors generally or any class of them at the same time as
they are despatched;(b)
    
    promptly upon becoming aware of them, details of any
litigation, arbitration or administrative proceedings which are
current or pending and which would, if adversely determined,
reasonably be expected to have a Material Adverse Effect; and(c)
    
    promptly on request, such further information in the
possession or control of any Borrower or any Material Subsidiary
regarding the financial condition and operations of the Group as any
Finance Party through the Facility Agent may reasonably request.  19.6
    
    Notification of Default(a)
    
    Unless the Facility Agent has already been so notified by another
Borrower, each Borrower must notify the Facility Agent of any Default (and
the steps, if any, being taken to remedy it) promptly upon becoming aware
of its occurrence.(b)
    
    Promptly on request by the Facility Agent (acting on the instructions of
the Majority Lenders), the Company must supply to the Facility Agent a
certificate, signed by an authorised signatory of the Company on its
behalf, certifying (i) that no Default is outstanding or, (ii) if a
Default is outstanding, specifying the Default and the steps, if any,
being taken to remedy it (provided that the Facility Agent may not make
more than two such requests in any period of twelve consecutive calendar
months unless, in the case of (ii), a Default is outstanding.19.7
    
    Use of websites(a)
    
    This Subclause shall apply to:  (i)
    
    all financial statements, certificates, each Liquidity
Analysis and other information delivered under Clause 19.5;(ii)
    
    any communication (other than one which is intended to form
part of a contract) between the Company and the Facility Agent or
between the Facility Agent and the Finance Parties (or any of them)
in connection with any amendment, waiver, consent or suspension of
rights (or any proposal for any of the foregoing) requested by or on
behalf of the Borrowers and relating to a Finance Document or a
document referred to in any Finance Document; and(iii)
    
    any other communication between the Company and the Facility
Agent or between the Facility Agent and the Finance Parties (or any
of them), of a type to which the 41




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Facility Agent specifies, in a notice delivered to the Company and
the Lenders by letter or facsimile, that this Subclause shall
apply.  (b)
    
    The Facility Agent will not, without the consent of the Majority Lenders
and the Company, specify pursuant to paragraph (a)(iii) above that this
Subclause shall apply to:  (i)
    
    the delivery of Requests; or(ii)
    
    the notification by the Facility Agent of a Lenders
participation in a Loan.  (c)
    
    Any communication to which this Subclause applies shall be validly given
if:  (i)
    
    the sender places the communication on a website (the
Designated Website) operated by a website operator which is (at the
time the communication is sent) approved by the Facility Agent for
this purpose, in accordance with the procedures and requirements of
that website operator;(ii)
    
    the details and instructions (including any password)
necessary in order to access the communication on the Designated
Website have been notified to the Facility Agent, the Company and
each Lender by letter, fax or e-mail in accordance with this
Agreement;(iii)
    
    the sender takes such steps as are necessary so that each
recipient is sent, by letter or fax in accordance with this
Agreement or by electronic mail in accordance with paragraph (d)
below, a notice (the Notification) of the fact that a communication
has been placed on the Designated Website for their attention and
giving instructions for gaining access to that communication (to the
extent not already notified under paragraph (ii) above); and(iv)
    
    in the case of the documents referred to at paragraph (a)(i)
above, and in the case of any communication referred to at paragraph
(a)(ii) placed by the Company, the communication is placed on the
Designated Website in PDF format or any other format acceptable to
the Facility Agent and a hard copy is, in any event, provided to the
Facility Agent.  (d)
    
    A Notification sent by electronic mail to a Party shall be sent to the
electronic mail address notified by that Party to the Facility Agent (or,
if that Party is the Facility Agent, notified by the Facility Agent to the
other Parties) in accordance with Clause 35 (Notices).(e)
    
    Subject to paragraph (f) below, the Facility Agent may approve a website
operator by giving five Business Days notice (by letter or facsimile) to
the Lenders and the Company. The Facility Agent may revoke its approval
of a website operator for these purposes at any time immediately upon
notice (given by letter or facsimile) to the Lenders and the Company. Any
such notice will take effect immediately.(f)
    
    The Facility Agent shall not approve a website operator for the purposes
of this Subclause unless:  (i)
    
    it is satisfied that the Facility Agent, the Company and each
Finance Party have been provided with any website addresses, user
names, passwords and other necessary information, and have entered
into any necessary arrangements with the website operator, to enable
them to gain access to communications placed on the website for
their attention; 42




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##### 



(ii)
    
    it has received assurances satisfactory to it that,
communications transmitted to, received from and stored on websites
operated by the website operator will be as secure as possible from
unauthorised interception, reading and amendment; and(iii)
    
    it is satisfied that, promptly upon a communication being
placed on any relevant website, the intended recipient will be sent
a notification by e-mail of the communication and will, for at least
30 days thereafter, be able to read and retrieve a copy of the
communication.  (g)
    
    Any communication made in accordance with paragraph (c) above will be
deemed to be given at the close of business (in the place of receipt) on
the Business Day following the day on which the recipient is given the
relevant Notification, unless prior to that time either:  (i)
    
    the sender of the communication becomes aware that the
recipient has not received that Notification; or(ii)
    
    the recipient of the Notification notifies the sender that it
is not possible, for technical or other reasons affecting the
operation of the relevant website generally, for the communication
to be read or retrieved.  (h)
    
    The Facility Agent, the Company and each Lender shall comply with any
reasonable requirements of any approved website operator relating to the
operation and security of the relevant websites.(i)
    
    The Facility Agent shall promptly upon becoming aware of its occurrence
notify the Lenders and the Company if:  (i)
    
    any Designated Website cannot be accessed due to technical
failure;(ii)
    
    the password specifications for any Designated Website
change;(iii)
    
    the Facility Agent becomes aware that any Designated Website
or any information posted onto any Designated Website is or has been
infected by any electronic virus or similar software.  If the Facility Agent gives a notice under paragraph (i) or (iii)
above, all information which would otherwise have been posted on the
Designated Website concerned shall be supplied in hard copy unless and
until the Facility Agent and each Lender is satisfied that the
circumstances giving rise to the notification are no longer continuing.(j)
    
    Nothing in this Subclause shall prejudice the right of any Party to give
any notice or other communication by letter or facsimile in accordance
with the terms of this Agreement.  20.
    
    FINANCIAL COVENANTS20.1
    
    DefinitionsIn this Clause:Acquired Businessmeans a member of the Group or business or assets
acquired during a Measurement Period (or, for the purposes of paragraph
(d) of the definition of Proportionate EBITDA, a member of the Group or
business or assets acquired by a member of the Maroc Telecom Group or the
SFR Group during a Measurement Period). 43




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Cash and Cash Equivalentsmeans the items corresponding to
Disponibilitésshown in the Companys consolidated balance sheet and
described in the Notes to the Companys annual consolidated financial
statements, in each case, to which any member of the Group is
beneficially entitled at that time and which is capable of being applied
against Total Gross Financial Debt, provided that the proportion of the
cash and cash equivalents (as so described) of SFR Group and Maroc
Telecom Group which is taken into account for the purposes of this
definition shall be equal to the Relevant Proportion of such cash and
cash equivalents.Financial Incomemeans, in relation to a Measurement Period, all
interest and other financing income received or receivable by the Group
during that Measurement Period (provided that the proportion of interest
and financing income received or receivable by SFR Group and Maroc
Telecom Group which is taken into account for the purposes of this
definition shall be equal to the Relevant Proportion of that interest and
financing income), including the financial income of any Acquired
Business (as determined on a pro forma 12 months basis for the part of
the Measurement Period prior to the acquisition of that Acquired
Business).Financial Net Debtmeans at any time Gross Financial Debt less Cash
and Cash Equivalents.Financing Costsmeans, in relation to a Measurement Period, all
interest expenses included in the item Coût du Financementshown in the
Companys consolidated income statement, incurred by the Group during
that Measurement Period and including the Financing Costs of any Acquired
Business (as determined on a pro formatwelve month basis for the part of
the Measurement Period prior to the acquisition of the Acquired
Business), provided that:  (a)
    
    capitalised items shall only be included in the calculation of
Financing Costs for a Measurement Period if the Company confirms in
a Compliance Certificate that they constitute more than 5 per cent.
of those Financing Costs (and for these purposes, in each such
Compliance Certificate, the Company shall either certify that
capitalised items for the Measurement Period to which that
certificate relates do not exceed 5 per cent. of Financing Costs
for that period or, if they do, set out the aggregate amount of
capitalised items);(b)
    
    the proportion of the Financing Costs (as described above) of
SFR Group and Maroc Telecom Group which is taken into account for
the purposes of this definition shall be equal to the Relevant
Proportion of those Financing Costs.  Gross Financial Debtmeans the items corresponding to Dettes
financières à long termeand Dettes financières à court termeshown in
the Companys consolidated balance sheet and described in the notes to
Companys annual consolidated financial statements provided that:  (a)
    
    Project Finance Indebtedness or any Financial Indebtedness
which has been defeased prior to the date of this Agreement shall be
excluded (for which purposes, Financial Indebtedness is defeasedif
all of the obligations of the relevant member of the Group in
relation thereto are irrevocably (i) transferred in full to a person
that is not a member of the Group or (ii) cash collateralised in
full by blocked deposits, such that no member of the Group
thereafter has any outstanding indebtedness or liability (contingent
or otherwise) with respect to such Financial Indebtedness
(including, without limitation, with respect to adjusting the amount
of, or making any payment in relation to, any such cash
collateral)); and(b)
    
    the proportion of the amount of any obligation in the Companys
consolidated statements of SFR Group or Maroc Telecom Group which
is taken into account for 44




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the purposes of this definition shall be equal to the Relevant
Proportion of that amount.  Measurement Periodmeans a period of 12 months ending on a Testing
Date.Net Financing Costsmeans, in relation to a Measurement Period,
Financing Costs less Financial Income for the Group during that
Measurement Period.Proportionate EBITDAmeans, in relation to a Measurement Period the
aggregate of:  (a)
    
    the consolidated operating income of the Group for that
Measurement Period (excluding Maroc Telecom Group and SFR Group)
adjusted by:  (i)
    
    adding back depreciation of tangible assets and
amortisation of intangible assets (to the extent that such
depreciation and amortisation are deducted in computing the
operating income);(ii)
    
    deducting any gain (or adding back any loss) in
connection with the disposal of any tangible and intangible
asset (otherwise than in the ordinary course of trading) by a
member of the Group during that Measurement Period; and(iii)
    
    deducting any one-time gain and adding back any
one-time loss, including any restructuring charges;  (b)
    
    an amount equal to the operating income (as adjusted in
accordance with paragraphs (i) to (iii) above) of any Acquired
Business for that Measurement Period (as determined on a pro forma
twelve month basis for the part of the Measurement Period prior to
the acquisition of the Acquired Business);(c)
    
    the dividends received by the Group during that Measurement
Period from Véolia Environnement S.A. and NBC; and(d)
    
    an amount equal to the Relevant Proportion of the operating
income (as adjusted in accordance with paragraphs (a)(i) to (iii)
and (b) above) for that Measurement Period of Maroc Telecom Group
and SFR Group.Relevant Proportionmeans the percentage of the entirety of the
share capital of a member of the Group owned, directly or indirectly, by
the Company.Testing Datemeans:  (a)
    
    30th June and 31st December of each year; and(b)
    
    31st March and 30th September of each year (if on any such date
the Company does not then have an Investment Grade Rating).  20.2
    
    Interpretation(a)
    
    Except as provided to the contrary in this Agreement, an accounting term
used in this Clause is to be construed in accordance with the principles
applied in connection with the Original Financial Statements.(b)
    
    Any amount in a currency other than euros is to be taken into account at
its euro equivalent calculated on the basis of: 45




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(i)
    
    the Facility Agents spot rate of exchange for the purchase
of the relevant currency in the London foreign exchange market with
euros at or about 11.00 a.m. (London time) on the day the relevant
amount falls to be calculated; or(ii)
    
    if the amount is to be calculated on the last day of a
financial period of the Company, the relevant rates of exchange used
by the Company in, or in connection with, its financial statements
for that period.  (c)
    
    No item must be credited or deducted more than once in any calculation
under this Clause.20.3
    
    LeverageThe Company shall procure that on each Testing Date referred to in
Column 1 in the table in Subclause 20.5 falling on or after the Start
Date, the ratio of Financial Net Debt to Proportionate EBITDA (as
determined from the financial statements of the Company made up to that
Testing Date delivered to the Facility Agent under Clause 19.1 (Financial
statements) does not exceed that set out opposite that Testing Date in
Column 2 of such table.20.4
    
    Interest coverThe Company shall procure that on each Testing Date referred to in
Column 1 in the table in Subclause 20.5 falling on or after the Start
Date, the ratio of Proportionate EBITDA to Net Financing Costs (as
determined from the financial statements of the Company made up to that
Testing Date delivered to the Facility Agent under Clause 19.1 (Financial
statements)) is at least that set out opposite that Testing Date in
Column 3 of such table.20.5
    
    Ratios Column 1
    
    Column 2
    
    Column 3Testing Date)
    
    (Maximum ratio of
    
    (Minimum ratio forFinancial Net Debt to
    
    ProportionateProportionate
    
    EBITDA to NetEBITDA)
    
    Financing Costs)Each Testing Date to
(and including) 30th
September, 2004
    
    
    3.0:1
    
    
    
    4.2:131st December, 2004
    
    
    2.8:1
    
    
    
    4.3:1Each Testing Date
from (and including)
31st March, 2005
    
    
    2.8:1
    
    
    
    4.5:1
  21.
    
    GENERAL COVENANTS21.1
    
    GeneralEach Borrower agrees to be bound by the covenants set out in this
Clause relating to it and, where the covenant is expressed to apply to
each member of the Group or each Material Subsidiary, each Borrower must
ensure that each of its Subsidiaries or (as appropriate) each of its
Subsidiaries which is a Material Subsidiary, performs that covenant. 46




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21.2
    
    AuthorisationsEach Borrower must promptly obtain, maintain and comply with the
terms of any authorisation required under any law or regulation to enable
it to perform its obligations under, or for the validity or
enforceability of, any Finance Document.21.3
    
    Pari passu ranking(a)
    
    Each Borrower must ensure that its payment obligations under the Finance
Documents rank at least pari passu with all its other present and future
unsecured payment obligations, except for obligations mandatorily
preferred by law applying to companies generally.(b)
    
    The Company will not permit any Material Subsidiary to guarantee any
Financial Indebtedness of the Company, an Additional Borrower or another
Material Subsidiary unless:  (i)
    
    the Material Subsidiary giving the guarantee simultaneously
executes and delivers a guarantee in relation to the Facilities (a
Facilities Guarantee) provided that:  (A)
    
    if the guaranteed Financial Indebtedness ranks
pari passuin right of payment to the Facilities, any such
guarantee of such Material Subsidiary with respect to such
Financial Indebtedness shall rank pari passuin right of
payment to its Facilities Guarantee; and(B)
    
    if the guaranteed Financial Indebtedness is
subordinated in right of payment to the Facilities, any such
guarantee of such Material Subsidiary with respect to such
Financial Indebtedness shall be subordinated in right of
payment to the Facilities Guarantee substantially to the same
extent as such Financial Indebtedness is subordinated in right
of payment to the Facilities;  (ii)
    
    the Material Subsidiary giving the guarantee waives and
will not in any manner whatsoever claim or take the benefit or
advantage of, any rights of reimbursement, indemnity or
subrogation or any other rights against the Company or any other
Material Subsidiary as a result of any payment by such Material
Subsidiary under its guarantee; and(iii)
    
    the Material Subsidiary giving the Facilities
Guarantee delivers to the Facility Agent an opinion of counsel to
the effect that:  (A)
    
    that Facilities Guarantee has been executed
and authorised; and(B)
    
    that Facilities Guarantee constitutes a
valid, binding and enforceable obligation of such Material
Subsidiary, except insofar as enforcement thereof may be
limited by insolvency, bankruptcy, liquidation,
reorganization, administration, moratorium, receivership or
similar laws (including all laws relating to fraudulent
transfers) and except insofar as enforcement thereof is
subject to general principles of law and/or equity.  (c)
    
    Paragraph (b) shall cease to apply upon the Company obtaining an
Investment Grade Rating (and shall not thereafter reapply in the event the
Company subsequently loses that Investment Grade Rating) and shall
otherwise not apply in relation to:  (i)
    
    any guarantee by a Material Subsidiary to the extent required
under any Existing Facility; 47




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##### 



(ii)
    
    any guarantee by a Material Subsidiary of Financial
Indebtedness permitted to be incurred under clause (1)(c) of the
second paragraph of the covenant described under Incurrence of
Indebtedness and Issuance of Preferred Stock of the High Yield
Notes;(iii)
    
    any guarantee by a Material Subsidiary in relation to any
Financial Indebtedness which is used to refinance any existing
Financial Indebtedness in the same or lesser amount, to the extent
such Material Subsidiary provided a guarantee in respect of the
existing Financial Indebtedness being refinanced;(iv)
    
    any guarantee by a Material Subsidiary of Acquired Debt (as
such term is defined in the High Yield Notes) that is permitted to
be incurred under the first paragraph of the covenant described
under incurrence of Indebtedness and Issuance of Preferred Stock
of the High Yield Notes to the extent existing under, or required
under the terms of such Acquired Debt; provided that the guarantee
or any requirement to provided such guarantees was in existence
prior to the contemplation of the merger, consolidation or
acquisition that resulted in the incurring of such Acquired Debt; or(v)
    
    any guarantee by a Material Subsidiary of the Financial
Indebtedness of any Subsidiary of that Material Subsidiary.  (d)
    
    Any Facilities Guarantee of a Material Subsidiary shall provide by its
terms that it shall be automatically and unconditionally released and
discharged:  (i)
    
    upon the unconditional release or discharge of the guarantee
by such Material Subsidiary which resulted in the creation of that
Facilities Guarantee, except a discharge or release by or as a
result of payment under such guarantee;(ii)
    
    upon the cancellation of the Facilities and the full and
final payment of all amounts payable by the Borrowers under the
Facilities;(iii)
    
    upon the full and final payment of all amounts payable by
the Company under the High Yield Notes or upon the Legal Defeasance
or Covenant Defeasance (as those terms are defined in the
documentation relating to the High Yield Notes) or discharge of the
High Yield Notes in accordance with their terms);(iv)
    
    if all of the voting stock of a Material Subsidiary guarantor
(or any Holding Company owing, directly or indirectly, all the
voting stock of such guarantor) is sold or otherwise disposed of to
a person which is not a member of the Group in accordance with
Clause 21.5 (Disposals); and(v)
    
    upon the Company obtaining an Investment Grade Rating.  21.4
    
    Negative pledge(a)
    
    No Borrower or Material Subsidiary will create or permit to subsist any
Security Interest on any of its assets.(b)
    
    Paragraph (a) does not apply to: (i)
    
    (A)
    
    Security Interests in respect of the Existing Facilities
which are discharged no later than ten Business Days after the first
Utilisation Date; or
 48




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##### 



(B)
    
    other Security Interests already existing at the
date of this Agreement securing Financial Indebtedness in an
aggregate amount of 3,124,000,000 (or the equivalent in other
currencies);  (ii)
    
    liens arising solely by operation of law (or by any deed
evidencing the same) in the ordinary course of business in respect
of Financial Indebtedness which either (1) has been due for less
than 14 days or (2) is being contested in good faith and by
appropriate means;(iii)
    
    pledges of goods, the related documents of title and/or
other related documents arising or created in the ordinary course of
its business as security only for Financial Indebtedness to a bank
or financial institution directly relating to the goods or documents
on or over which that pledge exists;(iv)
    
    any Security Interest arising out of title retention
provisions in a suppliers standard conditions of supply of goods
acquired in the ordinary course of business;(v)
    
    any Security Interest existing at the time of acquisition on
or over any assets acquired after the date of this Agreement but
only if (1) the Security Interest was not created in contemplation
of or in connection with that acquisition and (2) the principal,
capital or nominal amount secured by any such Security Interest and
outstanding at the time of acquisition may not be increased;(vi)
    
    any Security Interest created on any assets acquired after
the date of this Agreement or the shares in any special purpose
company created for the purpose of such acquisition for the sole
purpose of financing or re-financing that acquisition and securing a
principal, capital or nominal amount not exceeding 100% of the cost
of that acquisition and provided that the aggregate amount of
Financial Indebtedness secured by Security Interests permitted by
this paragraph shall not at any time exceed 2,000,000,000 in
aggregate (or its equivalent);(vii)
    
    in the case of any company which becomes a Material
Subsidiary after the date of this Agreement, any Security Interest
existing on or over its assets when it becomes a Material
Subsidiary, but only if (1) the Security Interest was not created in
contemplation of or in connection with it becoming a Material
Subsidiary and (2) the principal, capital or nominal amount secured
by any such Security Interest and outstanding when the relevant
company becomes a Material Subsidiary may not be increased except by
reason of any fluctuation in the amount outstanding under, and
within the limits and in accordance with the terms of, facilities
which exist and are secured by the relevant Security Interest when
it becomes a Material Subsidiary;(viii)
    
    any Security Interest given on assets acquired after the date of
this Agreement to secure Project Finance Indebtedness provided that
the assets which are subject to that Security Interest are assets
which are the subject of the applicable project;(ix)
    
    any Security Interest created in respect of borrowings from
the French Export Credit Corporation (COFACE) or similar
governmental agency incurred on concessional terms by any Borrower
or Material Subsidiary made to refinance any amount receivable under
any export sales contract provided that each such Security Interest
consists only of a pledge of such Borrower or Material Subsidiarys
claims under such contract against the foreign buyer and of any
Security Interest or guarantee of such claims; 49




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##### 



(x)
    
    any Security Interest over cash or securities deposited with
any bank, financial institution, stock exchange or clearing house
with which any Borrower or Material Subsidiary enters into back to
back, foreign exchange, swap or derivative transactions and with
which cash or securities have had to be deposited in order for such
transaction to be entered into;(xi)
    
    any Security Interest created by virtue of the operation of
any cash pooling arrangements for any Borrower or Material
Subsidiary with their bankers providing for the setting-off or
netting of debt and credit balances on bank accounts of those
members of the Group;(xii)
    
    any Security Interest granted by any Borrower or Material
Subsidiary to any pension fund or managers securing the pension
obligations of any member of the Group;(xiii)
    
    any Security Interest (the Replacement Security Interest) created
in substitution for any Security Interest referred to in this
paragraph (b) so long as the principal, capital or nominal amount
secured by the Replacement Security Interest does not exceed the
amount permitted to be secured under this paragraph (b) by the
Security Interest which it replaced;(xiv)
    
    any Security Interest arising out of orders of attachment,
sequestration, distress or execution which does not constitute an
Event of Default under Clause 22.8 (Creditors process);(xv)
    
    any Security Interest over cash or securities securing the
performance by a Borrower or a Material Subsidiary under any bond,
letter of credit or guarantee issued by that Borrower or Material
Subsidiary in relation to any bid, tender or offer made by that
Borrower or Material Subsidiary in the ordinary course of its
business or in relation to any court judgment entered against a
Borrower or a Material Subsidiary for the purposes of appealing
against that judgment, provided that for so long as the Company does
not have an Investment Grade Rating, the amount secured by all
Security Interests permitted by this paragraph does not any time
exceed 500,000,000 in aggregate (or its equivalent);(xvi)
    
    any Security Interest required to be created by the Business
Combination Agreement or to implement any transaction required to
take place by the Business Combination Agreement (including for the
purposes of defeasing Class A and Class B preferred interest stock
issues by Vivendi Universal Entertainment)(xvii)
    
    any Security Interest created by the Maroc Telecom SPV, for the
purposes of the Maroc Telecom Acquisition, over its right to vote
and receive dividends in respect of its shares in Maroc Telecom S.A.
and any right or claim of the Maroc Telecom SPV against any person
(including, without limitation, under any sale and purchase
agreement relating to the Maroc Telecom Acquisition) but excluding
the shares in Maroc Telecom S.A. themselves;(xviii)
    
    any Security Interest granted in respect of Product Financing;(xix)
    
    any Security Interest created in connection with a disposal
made in accordance with Clause 21.5 (Disposals) over the relevant
disposal proceeds where those proceeds are required by the relevant
purchaser to be held in escrow for a limited period of time as
security for its rights under warranties or indemnities granted to
the purchaser in respect of that disposal by the vendor or its
Affiliates; 50




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##### 



(xx)
    
    the transfer of any Security Interest permitted to exist
under this paragraph (b) from one person to another, so long as the
principal, capital or nominal amount secured by that Security
Interest is not increased;(xxi)
    
    any other Security Interest created on or over assets of any
Borrower or any Material Subsidiary, provided that the aggregate
outstanding principal, capital or nominal amount secured by all
Security Interests created or outstanding under this paragraph on or
over assets of any Borrower or any Material Subsidiary must not at
any time exceed in aggregate 600,000,000 (or the equivalent in
other currencies), provided that the aggregate principal amount of Financial Indebtedness
secured by all Security Interests created or outstanding under this
paragraph (b) (other than paragraphs (b)(i)(A), (vi), (viii) and (xvi)
above), when aggregated with the aggregate value of all assets and
receivables sold, transferred or otherwise disposed of pursuant to all
Restricted Transactions (as defined in paragraph (d) below), does not at
any time exceed 7.5% of consolidated assets (being the total amount of
assets shown in the most recent consolidated financial statements of the
Group).  (c)
    
    No Borrower or Material Subsidiary will enter into any Restricted
Transaction if as a result the aggregate value of all assets and
receivables sold, transferred or otherwise disposed of pursuant to all
Restricted Transactions, when aggregated with the aggregate principal
amount of Financial Indebtedness secured by all Security Interests created
or outstanding under paragraph (b) above (other than paragraphs (b)(i)(A),
(vi), (viii) and (xvi) above) would exceed 7.5% of consolidated assets
(being the total amount of assets shown in the most recent consolidated
balance sheet of the Group).(d)
    
    In this Clause, Restricted Transactionmeans a sale, transfer or other
disposal by any Borrower or any Material Subsidiary of:  (i)
    
    any of its assets on terms whereby it is or may be leased to
or re-acquired or acquired by a member of the Group or any of its
related entities; or(ii)
    
    any of its receivables on recourse terms (excluding the
discounting of bills or notes in the ordinary course of trading), in circumstances where the transaction is entered into primarily as a
method of raising finance or of financing the acquisition of an asset
provided that if such a transaction is defeased it shall not thereafter
constitute a Restricted Transaction, and for these purposes a Restricted
Transaction is defeasedif all of the obligations of the Borrower or
Material Subsidiary concerned thereunder are irrevocably (A) transferred
in full to a person that is not a member of the Group or (B) prepaid or
(C) otherwise discharged and extinguished in full, such that no Borrower
or Material Subsidiary thereafter has any outstanding Financial
Indebtedness with respect to such transaction.  21.5
    
    Disposals(a)
    
    No Borrower shall, and the Company shall procure that no Material
Subsidiary will, whether voluntarily or involuntarily, sell, transfer,
grant or lease or otherwise dispose of any of its assets.(b)
    
    Paragraph (a) does not apply to:  (i)
    
    disposals made in the ordinary course of business of the
disposing entity or for full value on normal commercial terms; or 51




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##### 



(ii)
    
    disposals by a Borrower or a Material Subsidiary to another
Borrower or Material Subsidiary as long as (other than in the case
of a disposal by the Company) the percentage ownership of the
Company in the receiving entity (whether such ownership is direct or
indirect through other members of the Group) is not significantly
less than the Companys percentage ownership (whether direct or
indirect as aforesaid) in the disposing entity; or(iii)
    
    disposals of assets being shares, provided that the company
whose shares are the subject of such disposal remains controlled by
the Company following such disposal; or(iv)
    
    disposals pursuant to Restricted Transactions (as defined in
paragraph (d) of Clause 21.4 (Negative Pledge)) permitted by Clause
21.4.  21.6
    
    Subsidiary indebtedness(a)
    
    The Company must procure that that part of Financial Net Debt (as defined
in Clause 20 (Financial Covenants)) excluding:  (i)
    
    Project Finance Indebtedness;(ii)
    
    Financial Indebtedness incurred by the Maroc Telecom SPV for
the purpose of the Maroc Telecom Acquisition;(iii)
    
    Financial Indebtedness owing from one member of the Group to
another member of the Group; and(iv)
    
    any Financial Net Debt (as defined in Clause 20 (Financial
Covenants), mutatis mutandis) of SFR Group which is not required,
pursuant to the operation of paragraph (b) below, to be taken into
account for the purposes of this paragraph, (all such Financial Indebtedness referred to in paragraphs (i) to (iv)
above being excluded debt) incurred by its Subsidiaries shall not at any
time exceed in aggregate an amount equal to the greater of:  (A)
    
    30 per cent. of the then Financial Net Debt (as defined in
Clause 20 (Financial Covenants)) (excluding excluded debt); and(B)
    
    2,000,000,000 (or its equivalent).  (b)
    
    The Financial Net Debt (as defined in Clause 20 (Financial Covenants),
mutatis mutandis) of SFR Group shall only be taken into account for the
purposes of the calculation referred to in paragraph (a) above to the
extent that it exceeds 5,500,000,000 (and if it does, the amount of the
Financial Net Debt (as so defined) of SFR Group which shall be taken into
account for the purposes of that calculation shall at any time be limited
to the proportion of the excess over 5,500,000,000 which is equal to the
proportion of the share capital of SFR which is owned by the Group at that
time).  21.7
    
    Loans out(a)
    
    Except as provided below, no Borrower or Material Subsidiary may be the
creditor in respect of any Financial Indebtedness.(b)
    
    Paragraph (a) does not apply to: 52




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##### 



(i)
    
    Financial Indebtedness owing to any Borrower or Material
Subsidiary at the date of this Agreement;(ii)
    
    Financial Indebtedness owing to any Borrower or Material
Subsidiary by another member of the Group;(iii)
    
    Financial Indebtedness owing to any Borrower or Material
Subsidiary by a joint venture entity not being a member of the Group
in which any member of the Group has an interest from time to time;(iv)
    
    Financial Indebtedness owing to any Borrower or Material
Subsidiary by an entity not being a member of the Group in which any
member of the Group has a minority participation;(v)
    
    any Financial Indebtedness constituted by deferred purchase
consideration of the type referred to in paragraph (d) of the
definition of Financial Indebtedness;(vi)
    
    trade credit or other types of loans or advances extended on
arms length normal commercial terms and in the ordinary course of
business; or(vii)
    
    any other type of Financial Indebtedness owing to a Borrower
or a Material Subsidiary not otherwise permitted under paragraph (i)
to (vi) provided that the amount Financial Indebtedness outstanding
under this paragraph (vii) shall not at any time exceed 500,000,000
in aggregate (or its equivalent).  21.8
    
    Change of business and maintenance of status(a)
    
    The Company must ensure that no substantial change is made to the general
nature of the business of the Company or the Group from that carried on at
the date of this Agreement (for which purposes the general nature of the
business of the Company and Group carried on at the date of this Agreement
is that of media telecommunications).(b)
    
    Subject to Clause 21.9 (Mergers), each Borrower and each Material
Subsidiary must:  (i)
    
    do all such things as are necessary to maintain its corporate
existence; and(ii)
    
    ensure that it has the right and is duly qualified to conduct
its business as it is conducted in all applicable jurisdictions.  21.9
    
    MergersNo Borrower shall enter into any amalgamation, demerger, merger or
reconstruction unless:(a)
    
    (i) either the Borrower concerned is the surviving entity and
remains responsible for all the obligations of the Borrower
concerned under the Finance Documents to which it is a party; or  (ii)
    
    if the surviving entity is not the Borrower
concerned, (A) the Facility Agent has first received legal
opinions from external counsel to the Borrower concerned
addressed to the Finance Parties, in form and substance
satisfactory to the Facility Agent confirming that the
surviving entity will accede to the obligations of the
Borrower concerned under the Finance Documents in full and (if
the Borrower concerned is an Additional Borrower) that the
obligations of the Company under the Guarantee given by it in
respect of the 53




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##### 



Borrower concerned will remain in full force and effect with
respect to the obligations under the Finance Documents
assumed by the surviving entity, (B) the surviving entity is
incorporated, in the case of an amalgamation, demerger,
merger or reconstruction involving the Company, in the U.S.A
or any member state of the European Union as at the date of
this Agreement or, in the case of an amalgamation, demerger,
merger or reconstruction involving an Additional Borrower, in
the U.S.A or any member state of the European Union as at the
date of this Agreement or the jurisdiction of that Additional
Borrower, (C) this Agreement is first amended to the extent
determined by the Majority Lenders (acting on the basis of
legal advice) to be necessary in light of the identity and
jurisdiction of incorporation of the surviving entity and (D)
in the case of a Borrower other than the Company, the
surviving entity is a Subsidiary of the Company; and  (b)
    
    (in the case of an amalgamation, demerger, merger or
reconstruction involving the Company and in addition to the
requirements set out above) either:  (i)
    
    the surviving entity (whether or not the Company)
will have an Investment Grade Rating; or(ii)
    
    if no rating agency publishes a corporate rating
in respect of the surviving entity, the credit standing of the
surviving entity will (in the opinion of the Majority Lenders)
be the same or better as the Companys, in each case immediately prior to the amalgamation, demerger
or reconstruction becoming publicly known.  21.10
    
    Acquisitions(a)
    
    No member of the Group may make any acquisition of, or investment in
relation to, any shares or business with an equity value in excess of
250,000,000 (or its equivalent) unless, prior to any such acquisition or
investment being made, the Company delivers to the Facility Agent a
certificate signed by an authorised signatory of the Company confirming
that, on the basis of assumptions that are reasonable, immediately after
that acquisition being made the Company would be in compliance with the
financial covenants in Clause 20 (Financial covenants) if those covenants
were then to be tested or calculated (on a pro forma basis). In this
Subclause the equity value of the shares of a person or a business
acquired is, in the case of shares, the agreed net purchase price for
those shares or, in the case of the acquisition of a business, the agreed
value of the assets comprising such a business less the amount of net debt
in that business.(b)
    
    Paragraph (a) shall not apply:  (i)
    
    in relation to capital expenditure made in the ordinary
course of business of any member of the Group;(ii)
    
    the Maroc Telecom Acquisition;(iii)
    
    to an acquisition from another member of the Group pursuant
to a disposal permitted by Clause 21.5 (Disposals); or(iv)
    
    any capital contribution or equity injection in any member of
the Group provided the percentage of the ownership of the share
capital of that Group member owned by the Company (directly or
indirectly) does not change as a result. 54




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##### 



21.11
    
    Environmental matters(a)
    
    In this Subclause: Environmentmeans all, or any of the following media: the air
(including the air within buildings and the air within other natural or
man made structures above or below ground), water (including, without
limitation, ground and surface water) and land (including, without
limitation, surface and sub-surface soil). Environmental Lawmeans any law or regulation relating to the Environment
or to emissions, discharges or releases of substances or wastes into the
Environment or otherwise relating to the handling of substances or wastes
or the clean-up or remediation thereof.  (b)
    
    Each Borrower and each Material Subsidiary must comply in all material
respects with all applicable Environmental Laws.  21.12
    
    Insurance Each member of the Group must maintain insurance with financially
sound and reputable insurers with respect to its material assets of an
insurable nature against such risks and in such amounts as are normally
maintained by persons carrying on the same or a similar class of
business.  22.
    
    DEFAULT22.1
    
    Events of Default(a)
    
    Each of the events set out in this Clause is an Event of Default.(b)
    
    In this Clause: Material Group Membermeans a Borrower or a Material Subsidiary; and Permitted Transactionmeans:  (a)
    
    an intra-Group re-organisation of a Material Subsidiary on a solvent
basis; or(b)
    
    any other transaction agreed by the Majority Lenders.  22.2
    
    Non-payment A Borrower does not pay on the due date any amount payable by it
under the Finance Documents in the manner required under the Finance
Documents, unless the non-payment:  (a)
    
    is caused by technical or administrative error; and(b)
    
    is remedied within three Business Days of the due date.  22.3
    
    Breach of other obligations A Borrower does not comply with any term of the Finance Documents (other
than those referred to in Clause 22.2 (Non-payment) or Clause 20
(Financial covenants)), unless the non-compliance:  (a)
    
    is capable of remedy; and 55




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##### 



(b)
    
    is remedied within fifteen days of the earlier of the
Facility Agent giving notice and the Borrower becoming aware of the
non-compliance.  22.4
    
    Misrepresentation A representation made or repeated by a Borrower in any Finance
Document or in any document delivered by or on behalf of any Borrower
under any Finance Document is incorrect in any material respect when made
or deemed to be repeated.  22.5
    
    Cross-defaultAny of the following occurs in respect of a Material Group Member:(a)
    
    any of its Financial Indebtedness is not paid when due (after
the expiry of any originally applicable grace period);(b)
    
    any of its Financial Indebtedness:  (i)
    
    becomes prematurely due and payable;(ii)
    
    is placed on demand; or(iii)
    
    is capable of being declared by a creditor to be
prematurely due and payable or being placed on demand, in each case, as a result of an event of default (howsoever
described); or  (c)
    
    any commitment for its Financial Indebtedness is cancelled or
suspended as a result of an event of default (howsoever described), unless the aggregate amount of Financial Indebtedness falling within
all or any of paragraphs (a)-(c) above is less than 50,000,000 or its
equivalent.  22.6
    
    InsolvencyAny of the following occurs in respect of a Material Group Member:(a)
    
    it is, or is deemed for the purposes of any law to be, unable
to pay its debts as they fall due or insolvent (including without
limitation en état de cessation des paiements);(b)
    
    it admits its inability to pay its debts as they fall due;(c)
    
    it suspends making payments on all or any class of its debts
or announces an intention to do so;(d)
    
    by reason of actual or anticipated financial difficulties, it
begins negotiations with all or any class of its creditors for the
rescheduling of any of its indebtedness or applies for, or is
subject to, an amicable settlement (réglement amiable) pursuant to
article L.611-2 of the French Commercial Code);(e)
    
    a moratorium is declared in respect of any of its
indebtedness; or(f)
    
    any person commences a procédure dalertewhich is not of a
vexatious or frivolous nature and is not dismissed within 30
calendar days. 56




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##### 



If a moratorium occurs in respect of any Material Group Member, the
ending of the moratorium will not remedy any Event of Default caused by
the moratorium.  22.7
    
    Insolvency proceedings(a)
    
    Except as provided below, any of the following occurs in respect of a
Material Group Member:  (i)
    
    any step is taken with a view to a moratorium or a
composition, assignment or similar arrangement with any of its
creditors;(ii)
    
    a meeting of its shareholders, directors or other officers is
convened for the purpose of considering any resolution for, to
petition for or to file documents with a court or any registrar for,
its winding-up, administration or dissolution (including without
limitation dissolution, liquidation, or redressement judiciaire) or
any such resolution is passed;(iii)
    
    any person presents a petition, or files documents with a
court or any registrar, for its winding-up, administration or
dissolution (including without limitation dissolution, liquidation,
or redressement judiciaire) unless (in the case of a petition being
presented by a person other than a Material Group Member) the same
is frivolous or vexatious or is otherwise being contested in good
faith and on substantial grounds and is stayed or discharged within
30 days of being presented and in any event prior to the date of any
substantive hearing of the petition;(iv)
    
    an order for its winding-up, administration or dissolution
(including without limitation dissolution, liquidation, or
redressement judiciaire) is made;(v)
    
    a judgment is issued for its judicial liquidation
(liquidation judiciaire) or the transfer of the whole of its
business (cession de lentrepriseor cession de fonds de commerce);(vi)
    
    any person makes a request in accordance with any applicable
laws for the appointment of a liquidator, trustee in bankruptcy,
judicial custodian, compulsory manager, receiver, administrative
receiver, administrator, administrateur judiciaire, provisoire
mandataire ad hoc, conciliateuror mandataire liquidateuror similar
officer unless (in the case of a request being made by a person
other than a Material Group Member) the request for such appointment
is being contested in good faith and on substantial grounds and is
dismissed or withdrawn within 30 days of the making of such request
and in any event prior to the date that any such appointment is
made;(vii)
    
    any liquidator, trustee in bankruptcy, judicial custodian,
compulsory manager, receiver, administrative receiver,
administrator, administrateur judiciaire, provisoire mandataire ad
hoc, conciliateuror mandataire liquidateuror similar officer is
appointed in respect of it or any of its assets; or(viii)
    
    any other analogous step or procedure is taken in any
jurisdiction.  (b)
    
    Paragraph (a) does not apply to any step or procedure which is part of a
Permitted Transaction. 57




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##### 



22.8
    
    Creditors process Any attachment, sequestration, distress, execution or analogous
event affects any asset(s) of a Material Group Member, having an
aggregate value of at least 50,000,000, and is not discharged within 30
days.  22.9
    
    Cessation of business A Material Group Member ceases, or takes clear steps to cease, to
carry on all or a substantial part of its business (other than pursuant
to a transaction permitted by the Finance Documents).  22.10
    
    Effectiveness of Finance Documents(a)
    
    It is or becomes unlawful for any Borrower to perform any of its
obligations under the Finance Documents.(b)
    
    Any Finance Document is not effective or is alleged by a Borrower to be
ineffective for any reason.(c)
    
    A Borrower repudiates a Finance Document.  22.11
    
    Material adverse change Any event or series of events occurs which, in the reasonable
opinion of the Majority Lenders (acting in good faith) has, or could
reasonably be expected to have, a Material Adverse Effect.  22.12
    
    Acceleration If an Event of Default is outstanding, the Facility Agent may, and
must if so instructed by the Majority Lenders, by notice to the Company:  (a)
    
    cancel all or any part of the Total Commitments; and/or(b)
    
    declare that all or part of any amounts outstanding under the
Finance Documents are:  (i)
    
    immediately due and payable; and/or(ii)
    
    payable on demand by the Facility Agent acting on
the instructions of the Majority Lenders. Any notice given under this Subclause will take effect in accordance
with its terms.  23.
    
    THE ADMINISTRATIVE PARTIES23.1
    
    Appointment and duties of the Facility Agent(a)
    
    Each Finance Party (other than the Facility Agent) irrevocably appoints
the Facility Agent to act as its agent under the Finance Documents.(b)
    
    Each Finance Party irrevocably authorises the Facility Agent to:  (i)
    
    perform the duties and to exercise the rights, powers and
discretions that are specifically given to it under the Finance
Documents, together with any other incidental rights, powers and
discretions; and 58




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(ii)
    
    execute each Finance Document expressed to be executed by the
Facility Agent.  (c)
    
    The Facility Agent has only those duties which are expressly specified in
the Finance Documents. Those duties are solely of a mechanical and
administrative nature.  23.2
    
    Role of the Arrangers Except as specifically provided in the Finance Documents, no
Arranger has any obligations of any kind to any other Party in connection
with any Finance Document.  23.3
    
    No fiduciary duties Except as specifically provided in a Finance Document, nothing in
the Finance Documents makes an Administrative Party a trustee or
fiduciary for any other Party or any other person. No Administrative
Party need hold in trust any moneys paid to it for a Party or be liable
to account for interest on those moneys.  23.4
    
    Individual position of an Administrative Party(a)
    
    If it is also a Lender, each Administrative Party has the same rights and
powers under the Finance Documents as any other Lender and may exercise
those rights and powers as though it were not an Administrative Party.(b)
    
    Each Administrative Party may:  (i)
    
    carry on any business with a Borrower or its related entities
(including acting as an agent or a trustee for any other financing);
and(ii)
    
    retain any profits or remuneration it receives under the
Finance Documents or in relation to any other business it carries on
with a Borrower or its related entities.  23.5
    
    RelianceThe Facility Agent may:(a)
    
    rely on any notice or document believed by it to be genuine
and correct and to have been signed by, or with the authority of,
the proper person;(b)
    
    rely on any statement made by any person regarding any
matters which may reasonably be assumed to be within his knowledge
or within his power to verify;(c)
    
    engage, pay for and rely on professional advisers selected by
it (including those representing a Party other than the Facility
Agent); and(d)
    
    act under the Finance Documents through its personnel and
agents.  23.6
    
    Majority Lenders instructions(a)
    
    The Facility Agent is fully protected if it acts on the instructions of
the Majority Lenders in the exercise of any right, power or discretion or
any matter not expressly provided for in the Finance Documents. Any such
instructions given by the Majority Lenders will be binding on all the
Lenders. In the absence of instructions, the Facility Agent may act as it
considers to be in the best interests of all the Lenders. 59




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(b)
    
    The Facility Agent may assume that unless it has received notice to the
contrary, any right, power, authority or discretion vested in any Party or
the Majority Lenders has not been exercised.(c)
    
    The Facility Agent is not authorised to act on behalf of a Lender
(without first obtaining that Lenders consent) in any legal or
arbitration proceedings in connection with any Finance Document.(d)
    
    The Facility Agent may require the receipt of security satisfactory to
it, whether by way of payment in advance or otherwise, against any
liability or loss which it may incur in complying with the instructions of
the Majority Lenders.23.7
    
    Responsibility(a)
    
    No Administrative Party is responsible to any other Finance Party for the
adequacy, accuracy or completeness of: (i) any Finance Document or any other document; or (ii) any statement or information (whether written or oral) made
in or supplied in connection with any Finance Document.  (b)
    
    Without affecting the responsibility of any Borrower for information
supplied by it or on its behalf in connection with any Finance Document,
each Lender confirms that it:  (i)
    
    has made, and will continue to make, its own independent
appraisal of all risks arising under or in connection with the
Finance Documents (including the financial condition and affairs of
each Borrower and its related entities and the nature and extent of
any recourse against any Party or its assets); and(ii)
    
    has not relied exclusively on any information provided to it
by any Administrative Party in connection with any Finance Document.  23.8
    
    Exclusion of liability(a)
    
    The Facility Agent is not liable or responsible to any other Finance
Party for any action taken or not taken by it in connection with any
Finance Document, unless directly caused by its gross negligence or wilful
misconduct.(b)
    
    No Party (other than the Facility Agent) may take any proceedings against
any officer, employee or agent of the Facility Agent in respect of any
claim it might have against the Facility Agent or in respect of any act or
omission of any kind by that officer, employee or agent in connection with
any Finance Document. Any officer, employee or agent of the Facility
Agent may rely on this Subclause and enforce its terms under the Contracts
(Rights of Third Parties) Act 1999.23.9
    
    Default(a)
    
    The Facility Agent is not obliged to monitor or enquire whether a Default
has occurred. The Facility Agent is not deemed to have knowledge of the
occurrence of a Default.(b)
    
    If the Facility Agent: 60




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(i)
    
    receives notice from a Party referring to this Agreement,
describing a Default and stating that the event is a Default; or(ii)
    
    is aware of the non-payment of any principal or interest or
any fee payable to a Lender under this Agreement,it must promptly notify the Lenders.  23.10
    
    Information(a)
    
    The Facility Agent must promptly forward to the person concerned the
original or a copy of any document which is delivered to the Facility
Agent by a Party for that person.(b)
    
    Except where a Finance Document specifically provides otherwise, the
Facility Agent is not obliged to review or check the adequacy, accuracy or
completeness of any document it forwards to another Party.(c)
    
    Except as provided above, the Facility Agent has no duty:  (i)
    
    either initially or on a continuing basis to provide any
Lender with any credit or other information concerning the risks
arising under or in connection with the Finance Documents (including
any information relating to the financial condition or affairs of
any Borrower or its related entities or the nature or extent of
recourse against any Party or its assets) whether coming into its
possession before, on or after the date of this Agreement; or(ii)
    
    unless specifically requested to do so by a Lender in
accordance with a Finance Document, to request any certificate or
other document from any Borrower.  (d)
    
    In acting as the Facility Agent, the agency division of the Facility
Agent is treated as a separate entity from its other divisions and
departments. Any information acquired by the Facility Agent which, in its
opinion, is acquired by it otherwise than in its capacity as the Facility
Agent may be treated as confidential by the Facility Agent and will not be
treated as information possessed by the Facility Agent in its capacity as
such.(e)
    
    The Facility Agent is not obliged to disclose to any person any
confidential information supplied to it by or on behalf of a member of the
Group solely for the purpose of evaluating whether any waiver or amendment
is required in respect of any term of the Finance Documents.(f)
    
    Each Borrower irrevocably authorises the Facility Agent to disclose to
the other Finance Parties any information which, in its opinion, is
received by it in its capacity as the Facility Agent.23.11
    
    Indemnities(a)
    
    Without limiting the liability of any Borrower under the Finance
Documents, each Lender must indemnify the Facility Agent for that Lenders
Pro Rata Share of any loss or liability incurred by the Facility Agent in
acting as the Facility Agent, except to the extent that the loss or
liability is caused by the Facility Agents gross negligence or wilful
misconduct.(b)
    
    The Facility Agent may deduct from any amount received by it for a Lender
any amount due to the Facility Agent from that Lender under a Finance
Document but unpaid. 61




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23.12
    
    Compliance Each Administrative Party may refrain from doing anything (including
disclosing any information) which might, in its opinion, constitute a
breach of any law or regulation or be otherwise actionable at the suit of
any person, and may do anything which, in its opinion, is necessary or
desirable to comply with any law or regulation.  23.13
    
    Resignation of the Facility Agent(a)
    
    The Facility Agent may resign and appoint any of its Affiliates as
successor Facility Agent by giving notice to the Lenders and the Company.(b)
    
    Alternatively, the Facility Agent may resign by giving notice to the
Lenders and the Company, in which case the Majority Lenders may appoint a
successor Facility Agent.(c)
    
    If no successor Facility Agent has been appointed under paragraph (b)
above within 30 days after notice of resignation was given, the Facility
Agent may appoint a successor Facility Agent.(d)
    
    The person appointing a successor Facility Agent must consult with the
Company prior to the appointment.(e)
    
    The resignation of the Facility Agent and the appointment of any
successor Facility Agent will both become effective only when the
successor Facility Agent notifies all the Parties that it accepts its
appointment. On giving the notification, the successor Facility Agent
will succeed to the position of the Facility Agent and the term Facility
Agentwill mean the successor Facility Agent.(f)
    
    The retiring Facility Agent must, at its own cost, make available to the
successor Facility Agent such documents and records and provide such
assistance as the successor Facility Agent may reasonably request for the
purposes of performing its functions as the Facility Agent under the
Finance Documents.(g)
    
    Upon its resignation becoming effective, this Clause will continue to
benefit the retiring Facility Agent in respect of any action taken or not
taken by it in connection with the Finance Documents while it was the
Facility Agent, and, subject to paragraph (f) above, it will have no
further obligations under any Finance Document.(h)
    
    The Majority Lenders may, by notice to the Facility Agent, require it to
resign under paragraph (b) above.23.14
    
    Relationship with Lenders(a)
    
    The Facility Agent may treat each Lender as a Lender, entitled to
payments under this Agreement and as acting through its Facility Office(s)
until it has received not less than five Business Days prior notice from
that Lender to the contrary.(b)
    
    The Facility Agent may at any time, and must if requested to do so by the
Majority Lenders, convene a meeting of the Lenders.(c)
    
    The Facility Agent must keep a register of all the Parties and supply any
other Party with a copy of the register on request. The register will
include each Lenders Facility Office(s) and contact details for the
purposes of this Agreement. 62




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##### 



23.15
    
    Facility Agents management time If the Facility Agent requires, any amount payable to the Facility
Agent by any Party under any indemnity or in respect of any costs or
expenses incurred by the Facility Agent under the Finance Documents after
the date of this Agreement may include the cost of using its management
time or other resources and will be calculated on the basis of such
reasonable daily or hourly rates as the Facility Agent may notify to the
relevant Party. This is in addition to any amount in respect of fees or
expenses paid or payable to the Facility Agent under any other term of
the Finance Documents.  23.16
    
    Swingline Facility(a)
    
    The Facility Agent may perform its duties in respect of the Swingline
Facility through an Affiliate.(b)
    
    Notwithstanding any other term of this Agreement and without limiting the
liability of any Borrower under the Finance Documents, each Swingline
Lender must indemnify the Facility Agent for its Pro Rata Share of any
liability or loss incurred by the Facility Agent or its Affiliate which
relates solely to it acting as the Facility Agent under the Swingline
Facility, except to the extent that the liability or loss is caused by the
Affiliates or the Facility Agents gross negligence or wilful misconduct.23.17
    
    Notice period Where this Agreement specifies a minimum period of notice to be
given to the Facility Agent, the Facility Agent may, at its discretion,
accept a shorter notice period.  24.
    
    EVIDENCE AND CALCULATIONS24.1
    
    Accounts Accounts maintained by a Finance Party in connection with this
Agreement are, in the absence of manifest error, prima facie evidence of
the matters to which they relate for the purpose of any litigation or
arbitration proceedings.  24.2
    
    Certificates and determinations Any certification or determination by a Finance Party of a rate or
amount under the Finance Documents will be, in the absence of manifest
error, conclusive evidence of the matters to which it relates.  24.3
    
    Calculations Any interest or fee accruing under this Agreement accrues from day
to day and is calculated on the basis of the actual number of days
elapsed and a year of 360 or 365 days or otherwise, depending on what the
Facility Agent determines is market practice.  25.
    
    FEES25.1
    
    Facility Agents fee The Company must pay to the Facility Agent for its own account an
agency fee in the manner agreed in the Fee Letter between the Facility
Agent and the Company. 63




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25.2
    
    Arrangement feeThe Company must pay to the Arrangers for their own account an
arrangement fee in the manner agreed in the Fee Letter between the
Arrangers and the Company.25.3
    
    Commitment fee(a)
    
    The Company shall pay to the Facility Agent for each Lender:  (i)
    
    a commitment fee in euro computed at an annual percentage
rate which is equal to 40 per cent. of the then applicable Margin on
the undrawn, uncancelled amount of that Lenders Commitment; and(ii)
    
    an interim commitment fee in euro computed at an annual
percentage rate which is equal to 45 per cent. of the then
applicable Margin on the amount by which the undrawn, uncancelled
amount of that Lenders Commitment exceeds the aggregate amount of
its commitments or participations under the Existing Facilities, if
any, (as notified by that Lender to the Facility Agent)  (b)
    
    The fees referred to in paragraph (a) above shall accrue as follows:  (i)
    
    in the case of the fee referred to in paragraph (a)(i) above,
from (and including) the Start Date to (but excluding) the Final
Maturity Date; and(ii)
    
    in the case of the fee referred to in paragraph (a)(ii)
above, from (and including) the date of this Agreement to (but
excluding) the Start Date.  (c)
    
    Accrued commitment fee and interim commitment fee is payable quarterly in
arrear. Accrued commitment fee and interim commitment fee is also payable
to the Facility Agent for a Lender on the date its Commitment is cancelled
in full and, in the case of the interim commitment fee, on the Start Date.25.4
    
    Utilisation fee(a)
    
    The Company must pay to the Facility Agent for each Lender a utilisation
fee computed at the rate of:  (i)
    
    0.10 per cent. per annum for each day on which the aggregate
amount of the Loans equals or exceeds an amount equal to 50 per
cent. of the then Total Commitments but is less than 75 per cent. of
then Total Commitments; and(ii)
    
    0.15 per cent. per annum for each day on which the aggregate
amount of the Loans equals or exceeds 75 per cent. of then Total
Commitments.  (b)
    
    Utilisation fee is payable on the amount of each Lenders share in the
Loans.(c)
    
    Accrued utilisation fee is payable quarterly in arrear. Accrued
utilisation fee is also payable to the Facility Agent for a Lender on the
date that its Commitment is cancelled and its share in the Loans prepaid
or repaid in full.(d)
    
    Utilisation fee is not payable from the first date on which the Company
has an Investment Grade Rating. 64




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26.
    
    INDEMNITIES AND BREAK COSTS26.1
    
    Currency indemnity(a)
    
    The Company must, as an independent obligation, indemnify each Finance
Party against any loss or liability which that Finance Party incurs as a
consequence of:  (i)
    
    that Finance Party receiving an amount in respect of a
Borrowers liability under the Finance Documents; or(ii)
    
    that liability being converted into a claim, proof, judgment
or order,  in a currency other than the currency in which the amount is
expressed to be payable under the relevant Finance Document.(b)
    
    Unless otherwise required by law, each Borrower waives any right it may
have in any jurisdiction to pay any amount under the Finance Documents in
a currency other than that in which it is expressed to be payable.26.2
    
    Other indemnities(a)
    
    The Company must indemnify each Finance Party against any loss or
liability which that Finance Party incurs as a consequence of:  (i)
    
    the occurrence of any Event of Default;(ii)
    
    any failure by a Borrower to pay any amount due under a
Finance Document on its due date, including any resulting from any
distribution or redistribution of any amount among the Lenders under
this Agreement;(iii)
    
    (other than by reason of negligence or default by that
Finance Party) a Loan not being made after a Request has been
delivered for that Loan; or(iv)
    
    a Loan (or part of a Loan) not being prepaid in accordance
with a notice of prepayment.  The Companys liability in each case includes any loss or expense on
account of funds borrowed, contracted for or utilised to fund any amount
payable under any Finance Document, any amount repaid or prepaid or any
Loan.(b)
    
    The Company must indemnify the Facility Agent against any loss or
liability incurred by the Facility Agent as a result of:  (i)
    
    investigating any event which the Facility Agent reasonably
believes to be a Default; or(ii)
    
    acting or relying on any notice which the Facility Agent
reasonably believes to be genuine, correct and appropriately
authorised.  26.3
    
    Break Costs(a)
    
    Each Borrower must pay to each Lender its Break Costs.(b)
    
    Break Costs are the amount (if any) determined by the relevant Lender by
which: 65




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(i)
    
    the interest (other than the Margin, the Swingline Margin or
any fee payable under Clause 25.4 (Utilisation fee)) which that
Lender would have received for the period from the date of receipt
of any part of its share in a Loan or an overdue amount to the last
day of the applicable Interest Period for that Loan or overdue
amount if the principal or overdue amount received had been paid on
the last day of that Interest Period; exceeds  (ii)
    
    the amount which that Lender would be able to obtain by
placing an amount equal to the amount received by it on deposit with
a leading bank in the appropriate interbank market for a period
starting on the Business Day following receipt and ending on the
last day of the applicable Interest Period.  (c)
    
    Each Lender must supply to the Facility Agent for the relevant Borrower
details of the amount of any Break Costs claimed by it under this
Subclause.27.
    
    EXPENSES27.1
    
    Initial costsThe Company must pay to each Administrative Party the amount of all
costs and expenses (including legal fees) reasonably incurred by it in
connection with the negotiation, preparation, printing, execution and
syndication of the Finance Documents.27.2
    
    Subsequent costsThe Company must pay to the Facility Agent the amount of all costs
and expenses (including legal fees) reasonably incurred by it in
connection with:  (a)
    
    the negotiation, preparation, printing and execution of any
Finance Document (other than a Transfer Certificate) executed after
the date of this Agreement; and(b)
    
    any amendment, waiver or consent requested by or on behalf of
a Borrower or specifically allowed by this Agreement.  27.3
    
    Enforcement costsThe Company must pay to each Finance Party the amount of all duly
documented costs and expenses (including legal fees) incurred by it in
connection with the enforcement of, or the preservation of any rights
under, any Finance Document.28.
    
    AMENDMENTS AND WAIVERS28.1
    
    Procedure(a)
    
    Except as provided in this Clause, any term of the Finance Documents may
be amended or waived with the agreement of the Company and the Majority
Lenders. The Facility Agent may effect, on behalf of any Finance Party,
an amendment or waiver allowed under this Clause.(b)
    
    The Facility Agent must promptly notify the other Parties of any
amendment or waiver effected by it under paragraph (a) above. Any such
amendment or waiver is binding on all the Parties. 66




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28.2
    
    Exceptions(a)
    
    An amendment or waiver which relates to:  (i)
    
    the definition of Majority Lendersin Clause 1.1
(Definitions);(ii)
    
    an extension of the date of payment of any amount to a Lender
under the Finance Documents;(iii)
    
    a reduction in the Margin or a reduction in the amount of
any payment of principal, interest, fee or other amount payable to a
Lender under the Finance Documents;(iv)
    
    an increase in, or an extension of, a Commitment or the Total
Commitments;(v)
    
    a release of an Additional Borrower (if any amount owing by
that Additional Borrower under the Finance Documents is then
outstanding);(vi)
    
    a term of a Finance Document which expressly requires the
consent of each Lender;(vii)
    
    the right of a Lender to assign or transfer its rights or
obligations under the Finance Documents; or(viii)
    
    this Clause,  may only be made with the consent of all the Lenders.(b)
    
    An amendment or waiver which relates to the rights or obligations of an
Administrative Party may only be made with the consent of that
Administrative Party.28.3
    
    Change of currencyIf a change in any currency of a country occurs (including where
there is more than one currency or currency unit recognised at the same
time as the lawful currency of a country), the Finance Documents will be
amended to the extent the Facility Agent (acting reasonably and after
consultation with the Company) determines is necessary to reflect the
change.28.4
    
    Waivers and remedies cumulativeThe rights of each Finance Party under the Finance Documents:  (a)
    
    may be exercised as often as necessary;(b)
    
    are cumulative and not exclusive of its rights under the
general law; and(c)
    
    may be waived only in writing and specifically.  Delay in exercising or non-exercise of any right is not a waiver of
that right.29.
    
    CHANGES TO THE PARTIES29.1
    
    Assignments and transfers by BorrowersNo Borrower may assign or transfer any of its rights and obligations
under the Finance Documents without the prior consent of all the Lenders. 67




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29.2
    
    Assignments and transfers by Lenders(a)
    
    A Lender (the Existing Lender) may, subject to the following provisions
of this Subclause, at any time assign or transfer (including by way of
novation) any of its rights and obligations under this Agreement to any
other bank or financial institution or other person 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)
    
    Unless the Company and the Facility Agent otherwise agree, a transfer of
part of a Commitment or the rights and obligations under this Agreement by
the Existing Lender must be in a minimum amount of 5,000,000.(c)
    
    The consent of the Company is required for any assignment or transfer
unless the New Lender is another Lender or an Affiliate of a Lender or an
Event of Default is outstanding. The consent of the Company must not be
unreasonably withheld or delayed. The Company will be deemed to have
given its consent ten days after the Company is given notice of the
request unless it is expressly refused by the Company within that time.(d)
    
    A transfer of obligations will be effective only if either:  (i)
    
    the obligations are novated in accordance with the following
provisions of this Clause; or(ii)
    
    the New Lender confirms to the Facility Agent and the Company
in form and substance satisfactory to the Facility Agent that it is
bound by the terms of this Agreement as a Lender. On the transfer
becoming effective in this manner the Existing Lender will be
released from its obligations under this Agreement to the extent
that they are transferred to the New Lender.  (e)
    
    Unless the Facility Agent otherwise agrees or the New Lender is an
Affiliate of the Existing Lender, the New Lender must pay to the Facility
Agent for its own account, on or before the date any assignment or
transfer occurs, a fee of #1,500.(f)
    
    Any reference in this Agreement to a Lender includes a New Lender but
excludes a Lender if no amount is or may be owed to or by it under this
Agreement.29.3
    
    Procedure for transfer by way of novations(a)
    
    In this Subclause:Transfer Datemeans, for a Transfer Certificate, the later of:  (i)
    
    the proposed Transfer Date specified in that Transfer
Certificate; and(ii)
    
    the date on which the Facility Agent executes that Transfer
Certificate.  (b)
    
    A novation is effected if:  (i)
    
    the Existing Lender and the New Lender deliver to the
Facility Agent a duly completed Transfer Certificate; and(ii)
    
    the Facility Agent executes it. 68




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The Facility Agent must execute as soon as reasonably practicable a
Transfer Certificate delivered to it and which appears on its face to be
in order, provided that the Facility Agent shall not be obliged to
execute any Transfer Certificate during the period of five Business Days
from the date on which it receives that Transfer Certificate.(c)
    
    Each Party (other than the Existing Lender and the New Lender)
irrevocably authorises the Facility Agent to execute any duly completed
Transfer Certificate on its behalf.(d)
    
    On the Transfer Date:  (i)
    
    the New Lender will assume the rights and obligations of the
Existing Lender expressed to be the subject of the novation in the
Transfer Certificate in substitution for the Existing Lender; and(ii)
    
    the Existing Lender will be released from those obligations
and cease to have those rights.  29.4
    
    Limitation of responsibility of Existing Lender(a)
    
    Unless expressly agreed to the contrary, an Existing Lender is not
responsible to a New Lender for the legality, validity, adequacy,
accuracy, completeness or performance of:  (i)
    
    any Finance Document or any other document; or(ii)
    
    any statement or information (whether written or oral) made
in or supplied in connection with any Finance 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 will continue to make, its own independent
appraisal of all risks arising under or in connection with the
Finance Documents (including the financial condition and affairs of
each Borrower and its related entities and the nature and extent of
any recourse against any Party or its assets) in connection with its
participation in this Agreement; and(ii)
    
    has not relied exclusively on any information supplied to it
by the Existing Lender in connection with any Finance Document.  (c)
    
    Nothing in any Finance Document requires 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; or(ii)
    
    support any losses incurred by the New Lender by reason of
the non-performance by any Borrower of its obligations under any
Finance Document or otherwise.  29.5
    
    Costs resulting from change of Lender or Facility OfficeIf:  (a)
    
    a Lender assigns or transfers any of its rights and
obligations under the Finance Documents or changes its Facility
Office; and 69




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(b)
    
    as a result of circumstances existing at the date the
assignment, transfer or change occurs, a Borrower would be obliged
to pay a Tax Payment or an Increased Cost,  then, unless the assignment, transfer or change is made by a Lender
to mitigate any circumstance giving rise to the Tax Payment, Increased
Cost or a right to be prepaid and/or cancelled by reason of illegality,
the Borrower need only pay that Tax Payment or Increased Cost to the same
extent that it would have been obliged to if no assignment, transfer or
change had occurred.29.6
    
    Additional Borrowers(a)
    
    If one of the wholly-owned Subsidiaries of the Company is to become an
Additional Borrower, then the Company must (following consultation with
the Facility Agent) deliver to the Facility Agent the relevant documents
and evidence listed in Part II of Schedule 2 (Conditions precedent
documents).(b)
    
    The prior consent of all the Lenders is required for a Subsidiary of the
Company to become an Additional Borrower.(c)
    
    The relevant Subsidiary will become an Additional Borrower when the
Facility Agent notifies the other Finance Parties and the Company that it
has received all of the documents and evidence referred to in paragraph
(a) above in form and substance satisfactory to it. The Facility Agent
must give this notification as soon as reasonably practicable.(d)
    
    Delivery of an Accession Agreement, executed by the relevant Subsidiary
and the Company, to the Facility Agent constitutes confirmation by that
Subsidiary and the Company that the Repeating Representations are then
correct.29.7
    
    Resignation of a Borrower (other than the Company)(a)
    
    In this Subclause, Resignation Requestmeans a letter in the form of
Schedule 9 (Form of Resignation Request), with such amendments as the
Facility Agent may approve or reasonably require.(b)
    
    The Company may request that a Borrower (other than the Company) ceases
to be a Borrower by giving to the Facility Agent a duly completed
Resignation Request.(c)
    
    The Facility Agent must accept a Resignation Request and notify the
Company and the Lenders of its acceptance, unless:  (i)
    
    it is aware that a Default is outstanding or would result
from the acceptance of the Resignation Request; or(ii)
    
    any amount owed by that Borrower under this Agreement is
still outstanding.  (d)
    
    The Borrower will cease to be a Borrower when the Facility Agent gives
the notification referred to in paragraph (c) above.(e)
    
    A Borrower (other than the Company) may also cease to be a Borrower in
any other manner approved by the Majority Lenders. 70




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##### 



29.8
    
    Changes to the Reference BanksIf 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 Facility
Agent must (in consultation with the Company) appoint another Lender or
an Affiliate of a Lender to replace that Reference Bank.29.9
    
    Affiliates of Lenders(a)
    
    Each Lender may fulfil its obligations in respect of any Loan through an
Affiliate if:  (i)
    
    the relevant Affiliate is specified in this Agreement as a
Lender or becomes a Lender by means of a Transfer Certificate in
accordance with this Agreement; and(ii)
    
    the Loans in which that Affiliate will participate are
specified in this Agreement or in a notice given by that Lender to
the Facility Agent and the Company.  In this event, the Lender and the Affiliate will participate in
Loans in the manner provided for in sub-paragraph (ii) above.(b)
    
    If paragraph (a) above applies, the Lender and its Affiliate will be
treated as having a single Commitment and a single vote, but, for all
other purposes, will be treated as separate Lenders.30.
    
    DISCLOSURE OF INFORMATION(a)
    
    Each Finance Party must keep confidential any information supplied to it
by or on behalf of any Borrower in connection with the Finance Documents.
However, a Finance Party is entitled to disclose information:  (i)
    
    which is publicly available, other than as a result of a
breach by that Finance Party of this Clause;(ii)
    
    in connection with any legal or arbitration proceedings to
the extent required by such proceedings or considered necessary by
the relevant Finance Party (acting in good faith) to protect its
legitimate interests;(iii)
    
    if required to do so under any law or regulation;(iv)
    
    to a governmental, banking, taxation or other regulatory
authority;(v)
    
    to its professional advisers (to the extent they are bound by
an obligation of confidentiality);(vi)
    
    to the extent allowed under paragraph (b) below;(vii)
    
    to another Borrower; or(viii)
    
    with the agreement of the relevant Borrower.  (b)
    
    A Finance Party may disclose to an Affiliate or any person with whom it
may enter, or has entered into, any kind of transfer, participation or
other agreement in relation to this Agreement (a participant):  (i)
    
    a copy of any Finance Document; and 71




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##### 



(ii)
    
    any information which that Finance Party has acquired under
or in connection with any Finance Document.  However, before a participant may receive any confidential
information, it must deliver to the Finance Party a written
confidentiality undertaking (substantially in the form of Schedule 10
(Form of Confidentiality Undertaking) together with such amendments as
the Finance Party shall reasonably consider necessary) with respect to
the information to be disclosed.(c)
    
    This Clause supersedes any previous confidentiality undertaking given by
a Finance Party in connection with this Agreement prior to it becoming a
Party.31.
    
    SET-OFFA Finance Party may, following the occurrence of a Default, set off
any matured obligation owed to it by a Borrower under the Finance
Documents (to the extent beneficially owned by that Finance Party)
against any obligation (whether or not matured) owed by that Finance
Party to that 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 for the purpose
of the set-off.32.
    
    PRO RATA SHARING32.1
    
    RedistributionIf any amount owing by a Borrower under this Agreement to a Lender
(the recovering Lender) is discharged by payment, set-off or any other
manner other than through the Facility Agent under this Agreement (a
recovery), then:  (a)
    
    the recovering Lender must, within three Business Days,
supply details of the recovery to the Facility Agent;(b)
    
    the Facility Agent must calculate whether the recovery is in
excess of the amount which the recovering Lender would have received
if the recovery had been received by the Facility Agent under this
Agreement; and(c)
    
    the recovering Lender must pay to the Facility Agent an
amount equal to the excess (the redistribution).  32.2
    
    Effect of redistribution(a)
    
    The Facility Agent must treat a redistribution as if it were a payment by
the relevant Borrower under this Agreement and distribute it among the
Lenders, other than the recovering Lender, accordingly.(b)
    
    When the Facility Agent makes a distribution under paragraph (a) above,
the recovering Lender will be subrogated to the rights of the Finance
Parties which have shared in that redistribution.(c)
    
    If and to the extent that the recovering Lender is not able to rely on
any rights of subrogation under paragraph (b) above, the relevant Borrower
will owe the recovering Lender a debt which is equal to the
redistribution, immediately payable and of the type originally discharged. 72




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##### 



(d)
    
    If:  (i)
    
    a recovering Lender must subsequently return a recovery, or
an amount measured by reference to a recovery, to a Borrower; and(ii)
    
    the recovering Lender has paid a redistribution in relation
to that recovery,  each Finance Party must reimburse the recovering Lender all or the
appropriate portion of the redistribution paid to that Finance Party,
together with interest for the period while it held the re-distribution.
In this event, the subrogation in paragraph (b) above will operate in
reverse to the extent of the reimbursement.32.3
    
    ExceptionsNotwithstanding any other term of this Clause, a recovering Lender
need not pay a redistribution to the extent that:  (a)
    
    it would not, after the payment, have a valid claim against
the relevant Borrower in the amount of the redistribution; or(b)
    
    it would be sharing with another Finance Party any amount
which the recovering Lender has received or recovered as a result of
legal or arbitration proceedings, where:  (i)
    
    the recovering Lender notified the Facility Agent
of those proceedings; and(ii)
    
    the other Finance Party had an opportunity to
participate in those proceedings but did not do so or did not
take separate legal or arbitration proceedings as soon as
reasonably practicable after receiving notice of them.  33.
    
    SEVERABILITYIf a term of a Finance Document is or becomes illegal, invalid or
unenforceable in any jurisdiction, that will not affect:  (a)
    
    the legality, validity or enforceability in that jurisdiction
of any other term of the Finance Documents; or(b)
    
    the legality, validity or enforceability in other
jurisdictions of that or any other term of the Finance Documents.  34.
    
    COUNTERPARTSEach Finance Document may be executed in any number of counterparts.
This has the same effect as if the signatures on the counterparts were
on a single copy of the Finance Document.35.
    
    NOTICES35.1
    
    In writing(a)
    
    Any communication in connection with a Finance Document must be in
writing and, unless otherwise stated, may be given:  (i)
    
    in person, by post, fax, e-mail or any other electronic
communication approved by the Facility Agent; or 73




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##### 



(ii)
    
    if between the Facility Agent and a Lender and the Facility
Agent and the Lender agree, by e-mail or other electronic
communication.  (b)
    
    For the purpose of the Finance Documents, an electronic communication
will be treated as being in writing.(c)
    
    Unless it is agreed to the contrary, any consent or agreement required
under a Finance Document must be given in writing.35.2
    
    Contact details(a)
    
    Except as provided below, the contact details of each Party for all
communications in connection with the Finance Documents are those notified
by that Party for this purpose to the Facility Agent on or before the date
it becomes a Party.(b)
    
    The contact details of the Company for this purpose are: Address:
    
    Vivendi Universal S.A.42, avenue de Friedland,
75008 ParisFax number:
    
    +33 (0) 1 71 71 10 47Attention:
    
    M. Hubert Dupont-Lhotelain.
  (c)
    
    The contact details of the Facility Agent for this purpose are: Address:
    
    Société Générale,Agency and Transaction Management Department,OPER/DFI/ATM/COR,Tour Société Générale,17, cours Valmy, 92972Paris La Défense CedexFax number:
    
    +33 (0) 1 42 13 51 73E-mail:
    
    clementine.berge@sgcib.comAttention:
    
    Clémentine Bergé.
  (d)
    
    Any Party may change its contact details by giving five Business Days
notice to the Facility Agent or (in the case of the Facility Agent) to the
other Parties.(e)
    
    Where a Party nominates a particular department or officer to receive a
communication, a communication will not be effective if it fails to
specify that department or officer.35.3
    
    Effectiveness(a)
    
    Except as provided below, any communication in connection with a Finance
Document will be deemed to be given as follows:  (i)
    
    if delivered in person, at the time of delivery;(ii)
    
    if posted, when received;(iii)
    
    if by fax, when received in legible form; and 74




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##### 



(iv)
    
    if by e-mail or any other electronic communication, when received in legible form.  (b)
    
    A communication given under paragraph (a) above but received on a
non-working day or after business hours in the place of receipt will only
be deemed to be given on the next working day in that place.35.4
    
    Borrowers(a)
    
    All communications under the Finance Documents to or from a Borrower must
be sent through the Facility Agent.(b)
    
    All communications under the Finance Documents to or from a Borrower
(other than the Company) must be sent through the Company.(c)
    
    Each Borrower (other than the Company) irrevocably appoints the Company
to act as its agent:  (i)
    
    to give and receive all communications under the Finance
Documents;(ii)
    
    to supply all information concerning itself to any Finance
Party; and(iii)
    
    to sign all documents under or in connection with the
Finance Documents.  (d)
    
    Any communication given to the Company in connection with a Finance
Document will be deemed to have been given also to the other Borrowers.(e)
    
    The Facility Agent may assume that any communication made by the Company
is made with the consent of each other Borrower.36.
    
    LANGUAGE(a)
    
    Any notice given in connection with a Finance Document must be in
English.(b)
    
    Any other document provided in connection with a Finance Document must
be:  (i)
    
    in English; or(ii)
    
    (unless the Facility Agent otherwise agrees) accompanied by a
certified English translation. In this case, the English
translation prevails unless the document is a statutory or other
official document.  37.
    
    GOVERNING LAWThis Agreement is governed by English law.38.
    
    ENFORCEMENT38.1
    
    Jurisdiction(a)
    
    The English courts have exclusive jurisdiction to settle any dispute in
connection with any Finance Document.(b)
    
    The English courts are the most appropriate and convenient courts to
settle any such dispute and each Borrower waives objection to those courts
on the grounds of inconvenient forum or otherwise in relation to
proceedings in connection with any Finance Document. 75




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##### 



(c)
    
    This Clause is for the benefit of the Finance Parties only. To the
extent allowed by law, a Finance Party may take:  (i)
    
    proceedings in any other court; and(ii)
    
    concurrent proceedings in any number of jurisdictions.  38.2
    
    Service of process(a)
    
    Each Borrower not incorporated in England and Wales irrevocably appoints
Law Debenture Corporate Services Limited, presently at 5th Floor, 100 Wood
Street, London EC2V 7EX as its agent under the Finance Documents for
service of process in any proceedings before the English courts.(b)
    
    If any person appointed as process agent is unable for any reason to act
as agent for service of process, the Company (on behalf of all the
Borrowers) must immediately appoint another agent on terms acceptable to
the Facility Agent. Failing this, the Facility Agent may appoint another
agent for this purpose.(c)
    
    Each Borrower agrees that failure by a process agent to notify it of any
process will not invalidate the relevant proceedings.(d)
    
    This Clause does not affect any other method of service allowed by law.38.3
    
    Waiver of immunityEach Borrower irrevocably and unconditionally:  (a)
    
    agrees not to claim any immunity from proceedings brought by
a Finance Party against it in relation to a Finance Document and to
ensure that no such claim is made on its behalf;(b)
    
    consents generally to the giving of any relief or the issue
of any process in connection with those proceedings; and(c)
    
    waives all rights of immunity in respect of it or its assets. This Agreement has been entered into on the date stated at the beginning
of this Agreement. 76




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##### 



SCHEDULE 1 ORIGINAL PARTIES Name of Original Lender
    
    Revolving Credit CommitmentsABN Amro Bank N.V., Paris Branch
    
    
    132,000,000Banc of America, N.A.
    
    
    187,000,000Barclays Bank plc
    
    
    132,000,000Bayerische Landesbank, Paris
Branch
    
    
    132,000,000BNP Paribas
    
    
    187,000,000Caja de Ahorros y Monte de Piedad
de Madrid
    
    
    182,000,000CDC Finance  CDC Ixis
    
    
    182,000,000Citibank International plc, London
    
    
    187,000,000Crédit Agricole Indosuez
    
    
    187,000,000Credit Suisse First Boston
International
    
    
    80,000,000Deutsche Bank Luxembourg S.A.
    
    
    187,000,000Fortis Banque France
    
    
    70,000,000Goldman Sachs International Bank
    
    
    30,000,000JPMorgan Chase Bank, Paris Branch
    
    
    187,000,000Natexis Banques Populaires
    
    
    132,000,000The Royal Bank of Scotland plc
    
    
    187,000,000Sumitomo Mitsui Banking
Corporation, Paris Branch
    
    
    132,000,000Société Générale
    
    
    187,000,000Total Revolving Credit Commitments
    
    
    2,700,000,000
 77




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##### 



Name of Swingline Lender
    
    Swingline CommitmentsBanc of America, N.A.
    
    
    62,500,000BNP Paribas
    
    
    62,500,000Crédit Agricole Indosuez
    
    
    62,500,000Citibank International plc, London
    
    
    62,500,000Deutsche Bank Luxembourg S.A.
    
    
    62,500,000JPMorgan Chase Bank, Paris Branch
    
    
    62,500,000The Royal Bank of Scotland plc
    
    
    62,500,000Société Générale
    
    
    62,500,000Total Swingline Commitments
    
    
    500,000,000
 78




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##### 



SCHEDULE 2 CONDITIONS PRECEDENT DOCUMENTS PART 1 TO BE DELIVERED BEFORE THE FIRST REQUEST Company  1.
    
    A copy of the articles of association (statuts) of the Company and an
extract of the K-Bisof the Register of Commerce and Companies for the
Company dated no more than one month prior to the date of this Agreement.2.
    
    A copy of an extract of a procès-verbalof the conseil dadministration
of the Company evidencing the power of the président  directeur général
or directeur généralof the Company to enter into this Agreement on behalf
of the Company and if this Agreement was signed on behalf of the Company
by a person other than the président  directeur généralor the directeur
généralof the Company, duly executed powers of attorney in favour of that
person evidencing that that person has full authority to sign this
Agreement on behalf of the Company.3.
    
    A specimen of the signature of each person authorised on behalf of the
Company to execute any Finance Document or to sign or send any document or
notice in connection with any Finance Document.4.
    
    A certificate of an authorised signatory of the Company certifying that
each copy document specified in Part 1 of this Schedule is correct,
complete and in full force and effect as at a date no earlier than the
date of this Agreement and confirming that the utilisation of the
Facilities in full would not cause any limit binding on the Company to be
exceeded.5.
    
    Evidence that the agent of the Company under the Finance Documents for
service of process in England and Wales has accepted its appointment. Legal opinions  1.
    
    A legal opinion of Orrick, legal advisers in France to the Company,
addressed to the Finance Parties.2.
    
    A legal opinion of Allen & Overy, legal advisers in England to the
Arrangers and the Facility Agent, addressed to the Finance Parties. Other documents and evidence  1.
    
    Evidence that the Existing Facilities will be irrevocably cancelled in
full, and all amounts outstanding under the Existing Facilities will be
prepaid in full, on or before the first Utilisation Date.2.
    
    Evidence that all Security Interests and guarantees securing amounts
outstanding under the Existing Facilities will be discharged or released
within ten Business Days of the first Utilisation Date.3.
    
    A certificate from an authorised signatory of the Company: 79




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##### 



(a)
    
    confirming that the Combination has become legally effective;
and(b)
    
    setting out:  (i)
    
    the structure and composition of the Group
following the Combination becoming legally effective;(ii)
    
    a list of the Material Subsidiaries following the
Combination becoming legally effective; and(iii)
    
    a summary of the material Financial Indebtedness
(actual or contingent) of the Group as at the date the
Combination becomes legally effective together with a summary
of the indebtedness of the Group relating to material
contingent financial liabilities (including material put
options existing as at the date of the certificate, with the
aggregate amount of such indebtedness which is the subject of
Security Interests and details of the material assets of the
Group which are subject to such Security Interests.  4.
    
    Evidence that:  (a)
    
    cash proceeds in an amount of not less than US$3,000,000,000
have been received by the Company in consideration of the Share
Contribution (as that term is defined in section 2.3 of the Business
Combination Agreement dated 8th October, 2003 relating to the
Combination); and(b)
    
    the Company owns and controls at least 16 per cent. of the
share capital conferring ordinary dividend rights of the entity
resulting from the Combination.  5.
    
    Evidence that all fees and expenses then due and payable from the Company
under this Agreement have been or will be paid by the first Utilisation
Date.6.
    
    A copy of the Original Financial Statements and a copy of the Liquidity
Analysis (as defined in the credit agreement for the 2.5b Facility) most
recently delivered in relation to the 2.5b Facility.7.
    
    A copy of any other authorisation or other document, opinion or assurance
which the Facility Agent has notified the Company it reasonably considers
to be necessary in connection with the entry into and performance of, and
the transactions contemplated by, any Finance Document or for the validity
and enforceability of any Finance Document. 80




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##### 



PART 2 FOR AN ADDITIONAL BORROWER Additional Borrowers  1.
    
    An Accession Agreement, duly executed by the Company and the Additional
Borrower2.
    
    A Guarantee, duly executed by the Company.3.
    
    A copy of the articles of association, bye laws or other relevant
constitutional documents of the Additional Borrower and the articles of
association (statuts) of the Company (or, in relation to the Company, a
certificate signed by an authorised signatory of the Company confirming
that its articles of association (statuts) have not changed since its
articles of association (statuts) were last delivered to the Facility
Agent under this Agreement) and an extract of the K-Bisof the Register of
Commerce and Companies for the Company dated no more than one month prior
to the date of the Accession Agreement and (if applicable) an appropriate
trade registry extract in relation to the Additional Borrower.4.
    
    A copy of a resolution of the board of directors of the Additional
Borrower approving the terms of, and the transactions contemplated by, the
Accession Agreement.5.
    
    A copy of an extract of a procès-verbalof the conseil dadministration
of the Company evidencing the power of the président  directeur général
or directeur généralof the Company to enter into the the Guarantee on
behalf of the Company and if the Accession Agreement and Guarantee was
signed on behalf of the Company by a person other than the
président  directeur généralor the directeur généralof the Company, duly executed
powers of attorney in favour of that person evidencing that that person
has full authority to sign the Accession Agreement or the Guarantee (as
applicable) on behalf of the Company.6.
    
    A specimen of the signature of each person authorised on behalf of the
Additional Borrower to execute any Finance Document or to sign or send any
document or notice in connection with any Finance Document.7.
    
    A certificate of an authorised signatory of the Additional Borrower and
the Company certifying that each copy document specified in Part 2 of this
Schedule is correct, complete and in full force and effect as at a date no
earlier than the date of the Accession Agreement and confirming that the
borrowing by the Additional Borrower of Loans in an amount equal to the
Additional Borrower Limit for that Additional Borrower and the execution
of the Guarantee referred to above would not cause any limit binding on
the Additional Borrower or the Company to be exceeded.8.
    
    If available, a copy of the latest audited accounts of the Additional
Borrower.9.
    
    Evidence that the agent of the Additional Borrower under the Finance
Documents for service of process in England and Wales has accepted its
appointment. Legal opinions  1.
    
    A legal opinion of Orrick, legal advisers in France to the Company,
addressed to the Finance Parties. 81




---



##### 



2.
    
    A legal opinion from external legal advisers to the Additional Borrower
in the jurisdiction of its incorporation, addressed to the Finance
Parties.3.
    
    A legal opinion of Allen & Overy, legal advisers in England to the
Facility Agent, addressed to the Finance Parties. Other documents and evidence  1.
    
    Evidence that all expenses due and payable from the Company under this
Agreement in respect of the Accession Agreement have been paid.2.
    
    A copy of any other authorisation or other document, opinion or assurance
which the Facility Agent has notified the Company it reasonably considers
to be necessary in connection with the entry into and performance of, and
the transactions contemplated by, the Accession Agreement or for the
validity and enforceability of any Finance Document. 82




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##### 

================================================================================

SCHEDULE 3 FORM OF REQUEST To:
    
    SOCIETE GENERALE as Facility AgentFrom:
    
    [                    ]Date:
    
    [                    ]
 VIVENDI UNIVERSAL
S.A. 2,700,000,000 Credit Agreement
dated [                    ], 2004(the Agreement)  1.
    
    We refer to the Agreement. This is a Request.2.
    
    We wish to borrow a [Revolving Credit Loan/Swingline Loan]+ on the
following terms:  (a)
    
    Utilisation Date: [                    ](b)
    
    Amount/currency: [                    ](c)
    
    Interest Period: [                    ].  3.
    
    Our payment instructions are: [                    ].4.
    
    We confirm that each condition precedent under the Agreement which must
be satisfied on the date of this Request is so satisfied.5.
    
    This Request is irrevocable. By: [                    ]   +
    
    Delete as applicable 83




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##### 



SCHEDULE 4 CALCULATION OF THE MANDATORY COST  1.
    
    GeneralThe Mandatory Cost is the weighted average of the rates for each
Lender calculated below by the Facility Agent on the first day of an
Interest Period. The Facility Agent must distribute each amount of
Mandatory Cost among the Lenders on the basis of the rate for each
Lender.2.
    
    For a Lender lending from a Facility Office in the U.K.(a)
    
    The relevant rate for a Lender lending from a Facility Office in the U.K.
is calculated in accordance with the following formulae:for a Loan in Sterling: AB + C(B-D) + E x 0.01

100  (A + C)
    
    per cent. per annum
 E x 0.01

300
    
    per cent. per annum
  for any other Loan:where on the day of application of the formula:  A
    
    is the percentage of that Lenders eligible liabilities (in
excess of any stated minimum) which the Bank of England requires it
to hold on a non-interest-bearing deposit account in accordance
with its cash ratio requirements;B
    
    is LIBOR for that Interest Period;C
    
    is the percentage of that Lenders eligible liabilities which the
Bank of England requires it to place as a special deposit;D
    
    is the interest rate per annum allowed by the Bank of England on
a special deposit; andE
    
    is calculated by the Facility Agent as being the average of the
rates of charge supplied by the Reference Banks to the Facility
Agent under paragraph (d) below and expressed in pounds per £1
million.  (b)
    
    For the purposes of this paragraph 2:  (i)
    
    eligible liabilitiesand special deposithave the meanings
given to them at the time of application of the formula by the Bank
of England;(ii)
    
    fees rulesmeans the then current rules on periodic fees in
the Supervision Manual of the FSA Handbook; and(iii)
    
    tariff basehas the meaning given to it in the fees rules. 84




---



##### 



(c)
    
    (i)
    
    In the application of the formulae, A, B, C and D are
included as figures and not as percentages, e.g. if A =
0.5% and B = 15%, AB is calculated as 0.5 x 15. A negative
result obtained by subtracting D from B is taken as zero.(ii)
    
    Each rate calculated in accordance with a formula is, if
necessary, rounded upward to four decimal places.(d)
    
    (i)
    
    Each Reference Bank must supply to the Facility Agent the rate of
charge payable by that Reference Bank to the Financial Services Authority
under the fees rules (calculated by that Reference Bank as being the
average of the rates of charge within fee-block Category A1 (Deposit
acceptors) applicable to that Reference Bank but, for this purpose,
applying any applicable discount and ignoring any minimum fee required
under the fees rules) and expressed in pounds per £1 million of the tariff
base of that Reference Bank.(ii)
    
    Each Reference Bank must promptly notify the Facility Agent
of any change to the rate of charge.(e)
    
    (i)
    
    Each Lender and each Reference Bank must supply to the Facility Agent
the information required by it to make a calculation of the rate for that
Lender or Reference Bank. The Facility Agent may assume that this
information is correct in all respects.(ii)
    
    If a Lender or a Reference Bank fails to do so, the Facility
Agent may assume that the Lenders or that Reference Banks
obligations in respect of cash ratio deposits, special deposits and
the fees rules are the same as those of a typical bank from its
jurisdiction of incorporation with a Facility Office in the U.K.(iii)
    
    The Facility Agent has no liability to any Party if its
calculation over or under compensates any Lender.3.
    
    For a Lender lending from a Facility Office in a Participating Member
State(a)
    
    The relevant rate for a Lender lending from a Facility Office in a
Participating Member State is the percentage rate per annum notified by
that Lender to the Facility Agent as its cost of complying with the
minimum reserve requirements of the European Central Bank.(b)
    
    If a Lender fails to specify a rate under paragraph (a) above, the
Facility Agent will assume that the Lender has not incurred any such cost.4.
    
    ChangesThe Facility Agent may, after consultation with the Company and the
Lenders, notify all the Parties of any amendment to this Schedule which
is required to reflect:(a)
    
    any change in law or regulation; or(b)
    
    any requirement imposed by the Bank of England, the Financial
Services Authority or the European Central Bank (or, in any case,
any successor authority).Any notification will be, in the absence of manifest error,
conclusive and binding on all the Parties.
 85




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##### 



SCHEDULE 5 FORM OF TRANSFER CERTIFICATE To:
    
    SOCIETE GENERALE as Facility AgentFrom:
    
    [THE EXISTING LENDER] (the Existing Lender) and [THE NEW LENDER]
(the New Lender)Date:
    
    [                    ]
 VIVENDI UNIVERSAL S.A.  2,700,000,000 Credit Agreement
dated [                    ], 2004(the Agreement) We refer to the Agreement. This is a Transfer Certificate.  1.
    
    The Existing Lender transfers by novation to the New Lender the Existing
Lenders rights and obligations referred to in the Schedule below in
accordance with the terms of the Agreement.2.
    
    The proposed Transfer Date is [ ].3.
    
    The administrative details of the New Lender for the purposes of the
Agreement are set out in the Schedule.4.
    
    This Transfer Certificate is governed by English law. 86




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##### 



THE SCHEDULE Rights and obligations to be transferred by novation
[insert relevant details, including applicable Commitment (or part)] Administrative details of the New Lender
[insert details of Facility Office, address for notices and payment details etc.] [EXISTING LENDER]
    
    [NEW LENDER]By:
    
    By:
 The Transfer Date is confirmed by the Facility Agent as [                    ]. SOCIETE GENERALE By: 87




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##### 



SCHEDULE 6 FORM OF GUARANTEE THIS GUARANTEE is dated [                    ] and made BETWEEN:  (1)
    
    VIVENDI UNIVERSAL S.A.(the Company); and(2)
    
    SOCIETE GENERALEas agent and trustee for the Finance Parties (as defined
in the Credit Agreement defined below) (the Facility Agent). BACKGROUND  (A)
    
    The Company enters into this Guarantee in connection with the
2,700,000,000 credit agreement dated [ ], 2004 (the Credit Agreement)
between the Company, the Arrangers and Lenders (as defined therein) and
the Facility Agent.(B)
    
    It is intended that this document takes effect as a deed notwithstanding
the fact that a party may only execute this document under hand.1.
    
    Construction(a)
    
    Capitalised terms defined in the Credit Agreement have, unless expressly
defined in this Guarantee, the same meaning in this Guarantee.(b)
    
    The provisions of Clause 1.2 (Construction) of the Credit Agreement apply
to this Guarantee as though they were set out in full in this Guarantee
except that references to the Credit Agreement are to be construed as
references to this Guarantee.2.
    
    GuaranteeThe Company irrevocably and unconditionally:  (a)
    
    guarantees to each Finance Party punctual performance by
[insert name of Additional Borrower] (the Borrower) of all its
payment obligations under the Finance Documents;(b)
    
    undertakes with each Finance Party that, whenever the
Borrower does not pay any amount when due under any Finance
Document, the Company must immediately on demand by the Facility
Agent pay that amount as if it were the principal obligor; and(c)
    
    indemnifies each Finance Party immediately on demand against
any loss or liability suffered by that Finance Party if any payment
obligation guaranteed by it is or becomes unenforceable, invalid or
illegal; the amount of the loss or liability under this indemnity
will be equal to the amount the Finance Party would otherwise have
been entitled to recover.  3.
    
    Continuing guaranteeThis guarantee is a continuing guarantee and will extend to the
ultimate balance of all sums payable by any Borrower under the Finance
Documents, regardless of any intermediate payment or discharge in whole
or in part. 88




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##### 



4.
    
    Reinstatement(a)
    
    If any discharge (whether in respect of the obligations of the Borrower
or any security for those obligations or otherwise) or arrangement is made
in whole or in part on the faith of any payment, security or other
disposition which is avoided or must be restored on insolvency,
liquidation or otherwise without limitation, the liability of the Company
under this Guarantee will continue as if the discharge or arrangement had
not occurred.(b)
    
    Each Finance Party may concede or compromise any claim that any payment,
security or other disposition is liable to avoidance or restoration.5.
    
    Waiver of defencesThe obligations of the Company under this Guarantee will not be
affected by any act, omission or thing which, but for this provision,
would reduce, release or prejudice any of its obligations under this
Guarantee (whether or not known to it or any Finance Party). This
includes:  (a)
    
    any time or waiver granted to, or composition with, any
person;(b)
    
    any release of any person under the terms of any composition
or arrangement;(c)
    
    the taking, variation, compromise, exchange, renewal or
release of, or refusal or neglect to perfect, take up or enforce,
any rights against, or security over assets of, any person;(d)
    
    any non-presentation or non-observance of any formality or
other requirement in respect of any instrument or any failure to
realise the full value of any security;(e)
    
    any incapacity or lack of power, authority or legal
personality of or dissolution or change in the members or status of
any person;(f)
    
    any amendment (however fundamental) of a Finance Document or
any other document or security; or(g)
    
    any unenforceability, illegality, invalidity or
non-provability of any obligation of any person under any Finance
Document or any other document or security.  6.
    
    Immediate recourseThe Company waives any right it may have of first requiring any
Finance Party (or any trustee or agent on its behalf) to proceed against
or enforce any other right or security or claim payment from any person
before claiming from the Company under this Guarantee.7.
    
    AppropriationsUntil all amounts which may be or become payable by the Borrower
under the Finance Documents have been irrevocably paid in full, each
Finance Party (or any trustee or agent on its behalf) may without
affecting the liability of the Company under this Guarantee:  (a)
    
    refrain from applying or enforcing any other moneys, security
or rights held or received by that Finance Party (or any trustee or
agent on its behalf) in respect of those amounts; or 89




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##### 



(b)
    
    apply and enforce them in such manner and order as it sees
fit (whether against those amounts or otherwise); and(c)
    
    hold in an interest-bearing suspense account any moneys
received from the Company or on account of the Companys liability
under this Guarantee.  8.
    
    Non-competitionUnless:  (a)
    
    all amounts which may be or become payable by the Borrower
under the Finance Documents have been irrevocably paid in full; or(b)
    
    the Facility Agent otherwise directs,  the Company will not, after a claim has been made or by virtue of
any payment or performance by it under this Guarantee:  (i)
    
    be subrogated to any rights, security or moneys held,
received or receivable by any Finance Party (or any trustee or agent
on its behalf);(ii)
    
    be entitled to any right of contribution or indemnity in
respect of any payment made or moneys received on account of the
Companys liability under this Guarantee;(iii)
    
    claim, rank, prove or vote as a creditor of the Borrower or
its estate in competition with any Finance Party (or any trustee or
agent on its behalf); or(iv)
    
    receive, claim or have the benefit of any payment,
distribution or security from or on account of the Borrower, or
exercise any right of set-off as against the Borrower.  The Company must hold in trust for, or for the account of, and
immediately pay or transfer to, the Facility Agent for the Finance
Parties any payment or distribution or benefit of security received by it
contrary to this Guarantee or in accordance with any directions given by
the Facility Agent under this Guarantee.9.
    
    Additional securityThis guarantee is in addition to and is not in any way prejudiced by
any other security now or subsequently held by any Finance Party.10.
    
    Jurisdiction and governing law(a)
    
    The provisions of Clause 38 (Enforcement) of the Credit Agreement shall
apply to this Guarantee (mutatis mutandis) as if set out herein full.(b)
    
    This Guarantee is governed by English law. This Guarantee has been entered into as a deed on the date stated at the
beginning of this Guarantee. Execution Company Executed as a Deed by                     ) 90




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##### 



VIVENDI UNIVERSAL S.A.
    
    
    )Acting by
    
    
    )under the authority of that company
    
    
    )
 Facility Agent SOCIETE GENERALE By: 91




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##### 



SCHEDULE 7 FORM OF COMPLIANCE CERTIFICATE To:
    
    SOCIETE GENERALE as Facility AgentFrom:
    
    VIVENDI UNIVERSAL S.A.Date:
    
    [                    ]
 VIVENDI UNIVERSAL S.A.  2,700,000,000 Credit Agreement
dated [                    ], 2004(the Agreement)  1.
    
    We refer to the Agreement. This is a Compliance Certificate.2.
    
    We confirm that as at [relevant testing date]:Proportionate EBITDA was [          ];Financial Net Debt was [          ];Net Financing Costs were [          ].Therefore:  (a)
    
    the ratio Financial Net Debt to Proportionate EBITDA was [          ]; and(b)
    
    the ratio of Proportionate EBITDA to Net Financing Costs was [          ].  3.
    
    We set out below calculations establishing the figures in paragraph 2
above:[                    ].4.
    
    [We confirm that no Default is outstanding as at [relevant testing
date].* VIVENDI UNIVERSAL S.A. By: [auditors of the Company]+   *
    
    If this statement cannot be made, the certificate should identify any Default
that is outstanding and the steps, if any, being taken to remedy it.+
    
    Include for Compliance Certificates delivered with annual audited financial
statements 92




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##### 



SCHEDULE 8 FORM OF ACCESSION AGREEMENT To:
    
    SOCIETE GENERALE as Facility AgentFrom:
    
    VIVENDI UNIVERSAL S.A. and [Proposed Borrower]Date:
    
    [                    ]
 VIVENDI UNIVERSAL S.A.  2,700,000,000 Credit Agreement
dated [                    ], 2004 (the Agreement) We refer to the Agreement. This is an Accession Agreement. [Name of company] of [address/registered office] agrees to become an
Additional Borrower and to be bound by the terms of the Agreement as an
Additional Borrower. The Additional Borrower Limit for [name of company] is [                    ] This Accession Agreement is governed by English law.  VIVENDI UNIVERSAL S.A.  By:  [PROPOSED BORROWER]  By: 93




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##### 



SCHEDULE 9 FORM OF RESIGNATION REQUEST To:
    
    SOCIETE GENERALE as Facility AgentFrom:
    
    VIVENDI UNIVERSAL S.A. and [relevant Borrower]Date:
    
    [                    ]
 VIVENDI UNIVERSAL S.A.  2,700,000,000 Credit Agreement
dated [                    ], 2004(the Agreement)  1.
    
    We refer to the Agreement. This is a Resignation Request.2.
    
    We request that [resigning Borrower] be released from its obligations as
a Borrower under the Agreement.3.
    
    We confirm that no Default is outstanding or would result from the
acceptance of this Resignation Request.4.
    
    We confirm that as at the date of this Resignation Request no amount owed
by [resigning Borrower] under the Agreement is outstanding.5.
    
    This Resignation Request is governed by English law. VIVENDI UNIVERSAL S.A.
    
    [Relevant Borrower]By:
    
    By:
 The Facility Agent confirms that this resignation takes effect on [                    ]. SOCIETE GENERALE By: 94




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##### 



SCHEDULE 10 FORM OF CONFIDENTIALITY UNDERTAKING [Letterhead of Finance Party] VIVENDI UNIVERSAL S.A.  2,700,000,000 Multicurrency Revolving Credit Agreement
dated [                    ](the Credit Agreement) [DATE] Dear Sirs We refer to the Credit Agreement. Terms defined in the Credit Agreement
shall have the same meaning when used in this confidentiality undertaking
unless otherwise defined herein. We understand that you are considering acquiring an interest in the Credit
Agreement (the Acquisition). In consideration of us agreeing to make available
to you certain information, by your signature of a copy of this letter you
agree as follows:  1.
    
    Confidentiality Undertaking: you undertake (a) to keep the Confidential
Information confidential and not to disclose it to anyone except as
provided for by paragraph 2 below and to ensure that the Confidential
Information is protected with security measures and a degree of care that
would apply to your own confidential information, (b) to use the
Confidential Information only in relation to deciding whether or not to
enter into the Acquisition (the Permitted Purpose), (c) to use all
reasonable endeavours to ensure that any person to whom you pass any
Confidential Information (unless disclosed under paragraph 2(c) below)
acknowledges and complies with the provisions of this letter as if that
person were also a party to it, and (d) not to make enquiries of any
member of the Group or any of their officers, directors, employees or
professional advisers relating directly or indirectly to the Acquisition.2.
    
    Permitted Disclosure: we agree that you may disclose Confidential
Information:  (a)
    
    to your Holding Company, Subsidiaries and Affiliates (the
Purchaser Group) and their officers, directors, employees and
professional advisers to the extent necessary for the Permitted
Purpose and to any auditors of members of the Purchaser Group;(b)
    
    subject to the requirements of the Credit Agreement, to any
person to (or through) whom you assign or transfer (or may
potentially assign or transfer) all or any of the rights, benefits
and obligations which you may acquire under the Credit Agreement
with (or through) whom you enter 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, the Credit
Agreement or the Company or any member of the Group so long as that
person has delivered a letter to you in equivalent form to this
letter; and(c)
    
    (i) where requested or required by any court of competent
jurisdiction or any competent judicial, governmental, supervisory or
regulatory body, (ii) where required by the rules of any stock
exchange on which the shares or other securities of any member of
the Purchaser Group are listed or (iii) where required by the laws
or regulations of any country with jurisdiction over the affairs of
any member of the Purchaser Group. 95




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##### 



3.
    
    Notification of Required or Unauthorised Disclosure: you agree (to the
extent permitted by law) to inform us of the full circumstances of any
disclosure under paragraph 2(c) or upon becoming aware that Confidential
Information has been disclosed in breach of this letter.4.
    
    Return of Copies: if we so request in writing, you shall return all
Confidential Information supplied to you by us and destroy or permanently
erase all copies of Confidential Information made by you and use all
reasonable endeavours to ensure that anyone to whom you have supplied any
Confidential Information destroys or permanently erases such Confidential
Information and any copies made by them, in each case save to the extent
that you or the recipients are required to retain any such Confidential
Information by any applicable law, rule or regulation or by any competent
judicial, governmental, supervisory or regulatory body or in accordance
with internal policy, or where the Confidential Information has been
disclosed under paragraph 2(c) above.5.
    
    Continuing Obligations: the obligations in this letter are continuing
and, in particular, shall survive the termination of any discussions or
negotiations between you and us. Notwithstanding the previous sentence,
the obligations in this letter shall cease (a) if you become a party to or
otherwise acquire (by assignment or sub-participation) an interest, direct
or indirect, in the Credit Agreement or (b) twelve months after you have
returned all Confidential Information supplied to you by us and destroyed
or permanently erased all copies of Confidential Information made by you
(other than any such Confidential Information or copies which have been
disclosed under paragraph 2 above (other than sub-paragraph 2(a)) or
which, pursuant to paragraph 4 above, are not required to be returned or
destroyed).6.
    
    No Representation; Consequences of Breach, etc: you acknowledge and agree
that:  (a)
    
    neither we, nor any member of the Group nor any of our or
their respective officers, employees or advisers (each a Relevant
Person) (i) make any representation or warranty, express or implied,
as to, or assume any responsibility for, the accuracy, reliability
or completeness of any of the Confidential Information or any other
information supplied by us or the assumptions on which it is based
or (ii) shall be under any obligation to update or correct any
inaccuracy in the Confidential Information or any other information
supplied by us or be otherwise liable to you or any other person in
respect to the Confidential Information or any such information; and(b)
    
    we or members of the Group may be irreparably harmed by the
breach of the terms hereof and damages may not be an adequate
remedy; each Relevant Person may be granted an injunction or
specific performance for any threatened or actual breach of the
provisions of this letter by you.  7.
    
    No Waiver; Amendments, etc: this letter sets out the full extent of your
obligations of confidentiality owed to us in relation to the information
the subject of this letter. No failure or delay in exercising any right,
power or privilege hereunder will operate as a waiver thereof nor will any
single or partial exercise of any right, power or privilege preclude any
further exercise thereof or the exercise of any other right, power or
privileges hereunder. The terms of this letter and your obligations
hereunder may only be amended or modified by written agreement between us.8.
    
    Inside Information: you acknowledge that some or all of the Confidential
Information is or may be price-sensitive information and that the use of
such information may be regulated or prohibited by applicable legislation
relating to insider dealing and you undertake not to use any Confidential
Information for any unlawful purpose. 96




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##### 



9.
    
    Nature of Undertakings: the undertakings given by you under this letter
are given to us and (without implying any fiduciary obligations on our
part) are also given for the benefit of the Borrower and each other member
of the Group.10.
    
    Governing Law and Jurisdiction: this letter (including the agreement
constituted by your acknowledgement of its terms) shall be governed by and
construed in accordance with the laws of England and the parties submit to
the non-exclusive jurisdiction of the English courts.11.
    
    Definitions: in this confidentiality undertaking, Confidential
Informationmeans any information relating to the Borrower, the Group, the
Credit Agreement and/or the Acquisition provided to you by us or any of
our Affiliates or advisers, in whatever form, and includes information
given orally and any document, electronic file or any other way of
representing or recording information which contains or is derived or
copied from such information but excludes information that (a) is or
becomes public knowledge other than as a direct or indirect result of any
breach of this letter or (b) is known by you before the date the
information is disclosed to you by us or any of our affiliates or advisers
or is lawfully obtained by you thereafter, other than from a source which
is connected with the Group and which, in either case, as far as you are
aware, has not been obtained in violation of, and is not otherwise subject
to, any obligation of confidentiality; Please acknowledge your agreement to the above by signing and returning
the enclosed copy.
Yours faithfully For and on behalf of[FINANCE PARTY]We acknowledge and agree to the aboveFor and on behalf of[                    ]
 97




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##### 



SCHEDULE 11 EFFECTIVE GLOBAL RATE LETTER To:
    
    Vivendi Universal S.A.[Seat, number and address]Date:
    
    [                    ], 2002
 Dear Sirs, Subject: [                    ] Multicurrency Revolving Credit Agreement dated [                    ] (the Agreement) We refer to the Agreement between, your company as borrower and guarantor
and Borrowers Agent, the Arrangers and Lenders (each as defined in the
Agreement) and Société Générale as Facility Agent. Terms defined in the Agreement shall bear the same meaning in this letter
unless otherwise defined in this letter. [This letter is signed in connection with [insert name of Additional
Borrower]s accession to the Agreement as a Additional Borrower.+] We confirm that:  1.
    
    this is the letter referred to in Clause 11.5 (Taux Effectif Global) of
the Agreement;2.
    
    the applicable effective global rate (taux effectif global) referred to
in Clause 11.5 (Taux Effectif Global), calculated on the basis of a 365
day year, is:  
    
    for an Interest Period of one month and at EURIBOR rate of [     ]% per annum, [     ]%
(i.e. a rate for such Interest Period (taux de
période) of [     ]%);
    
    for an Interest Period of two months and at EURIBOR rate of [     ]% per annum, [     ]% (i.e. a rate for such Interest Period (taux
de période) of [     ]%);
    
    for an Interest Period of three months and at EURIBOR rate of
[     ]% per annum, [     ]% (i.e. a rate for such Interest Period (taux
de période) of [     ]%);
    
    for an Interest Period of six months and at EURIBOR rate of [     ]% per annum,
[     ]% (i.e. a rate for such Interest Period (taux
de période) of [     ]%). The above rates are given on an indicative basis and for information only,
in order to comply with the provisions of article L.313-1 to L.313-6 of the
French Code de la Consommationand on the basis (i) that drawdown for the full
amount of the facility has been made in Euros on [date], (ii) that the EURIBOR
rate, expressed as an annual rate, is as fixed on [DATE], (iii) [that the
Margin is the [maximum] applicable and (iv)] of the commissions and various
fees payable by you on the terms of the Agreement. Such rates shall not be
binding on the Finance Parties.   +
    
    Include for Additional Borrower incorporated in France 98




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##### 



We should be grateful if you would confirm your acceptance of the terms of
this letter by signing and returning to us the enclosed copy. This letter is designated a Finance Document. Yours faithfully, Société Généraleas Facility Agent
 We agree to the above. Vivendi Universal S.A.
 [(as agent for the Additional Borrower referred to above)] 99




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##### 



SIGNATORIES Company VIVENDI UNIVERSAL S.A. By:
    
    DOMINQIUE GIBERT
  Arrangers BANC OF AMERICA SECURITIES LIMITED By:
    
    NEIL JONESacting under the authority of that Arranger
  BNP PARIBAS By:
    
    NEIL JONESacting under the authority of that Arranger
  CITIGROUP GLOBAL MARKETS LIMITED By:
    
    FLORENT MICHEL
  CREDIT AGRICOLE INDOSUEZ By:
    
    NEIL JONESacting under the authority of that Arranger
  CREDIT LYONNAIS By:
    
    NEIL JONESacting under the authority of that Arranger
 100




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##### 



DEUTSCHE BANK AG By:
    
    MARKUS FEYERABANDMATTHIAS GAAB
  J.P. MORGAN PLC By:
    
    SEAN EDWARDS
  THE ROYAL BANK OF SCOTLAND PLC By:
    
    MAROUN BOULOS
  SG CORPORATE AND INVESTMENT BANKING By:
    
    ALAIN GRUGE
  Original Lenders ABN AMRO BANK N.V., PARIS BRANCH By:
    
    NEIL JONESacting under the authority of that Original Lender
  BANK OF AMERICA, N.A. By:
    
    NEIL JONESacting under the authority of that Original Lender
  BARCLAYS BANK PLC By:
    
    HERVE QUINQUIS
 101




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##### 



BAYERISCHE LANDESBANK, PARIS BRANCH By:
    
    NEIL JONESacting under the authority of that Original Lender
  BNP PARIBAS By:
    
    NEIL JONESacting under the authority of that Original Lender
  CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID By:
    
    NEIL JONESacting under the authority of that Original Lender
  CDC FINANCE  CDC IXIS By:
    
    NEIL JONESacting under the authority of that Original Lender
  CITIBANK INTERNATIONAL PLC, LONDON By:
    
    FLORENT MICHEL
  CREDIT AGRICOLE INDOSUEZ By:
    
    LAETITIA COLONNAacting under the authority of that Original Lender
  CREDIT SUISSE FIRST BOSTON INTERNATIONAL By:
    
    LAETITIA COLONNAacting under the authority of that Original Lender
 102




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##### 



DEUTSCHE BANK LUXEMBOURG S.A. By:
    
    ELKE STOCKANKE BUDZISCH
  FORTIS BANQUE FRANCE By:
    
    LAETITIA COLONNAacting under the authority of that Original Lender
  GOLDMAN SACHS INTERNATIONAL BANK By:
    
    LOURENCO DI MATOS
  JPMORGAN CHASE BANK, PARIS BRANCH By:
    
    SEAN EDWARDS
  NATEXIS BANQUES POPULAIRES By:
    
    LAETITIA COLONNAacting under the authority of that Original Lender
  THE ROYAL BANK OF SCOTLAND PLC By:
    
    NEIL JONES
  SUMITOMO MITSUI BANKING CORPORATION, PARIS BRANCH By:
    
    LAETITIA COLONNAacting under the authority of that Original Lender
  SOCIETE GENERALE By:
    
    ALAIN GRUGE
 103




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##### 



Facility Agent SOCIETE GENERALE By:
    
    LAETITIA COLONNA
 104