Deed of Amendment dated 19 December 2003



 EXHIBIT 4.6 
  
 19 December 2003 
  
 ALSTOM 
 as Borrower 

 
 BNP PARIBAS 
 CITIBANK INTERNATIONAL PLC 
 and 
 HSBC INVESTMENT BANK plc 
 as
Arrangers 
  
 THE BANKS NAMED HEREIN 
  
 and 
  
 BNP PARIBAS 
 as Agent 
  

  
 DEED OF AMENDMENT 
 Relating to the
€1,110,000,000 
 Multicurrency Revolving 
 Credit Agreement 
 dated 3 August 2001 
  

  









 CONTENTS 
  

					
	 	  	 	  	PAGE


	 CLAUSE
	  	 
			
	1.	  	DEFINITIONS AND INTERPRETATION	  	1
			
	2.	  	CONDITIONS PRECEDENT	  	2
			
	3.	  	AMENDMENT AND RESTATEMENT	  	2
			
	4.	  	MISCELLANEOUS	  	3
			
	5.	  	NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
1999	  	3
			
	6.	  	GOVERNING LAW AND JURISDICTION	  	4
		
	SCHEDULE 1 BANKS SIGNING BY POWER OF ATTORNEY	  	7
		
	SCHEDULE 2 AMENDED AND RESTATED MULTICURRENCY REVOLVING CREDIT
AGREEMENT	  	9
		
	SCHEDULE 3 BLACKLINED MULTICURRENCY REVOLVING CREDIT AGREEMENT	  	10

  









 THIS DEED OF AMENDMENT is made on 19 December 2003 
  
 BETWEEN: 
  

	(1)	ALSTOM, a French société anonyme having its registered office at 25, avenue Kléber, 75116 Paris and registered with the Commercial and Companies
Register of Paris under number 389 058 447 (the Borrower); 

  

	(2)	THE BANKS AND FINANCIAL INSTITUTIONS listed as “Banks” on the signature pages of the Multicurrency Revolving Credit Agreement (the Banks); and


  

	(3)	BNP PARIBAS as agent for the Banks (in this capacity, the Agent). 

  
 WHEREAS: 
  
 (A) On 3 August 2001, the Parties entered into a multicurrency revolving credit agreement in an initial maximum aggregate amount of €1,110,000,000, as amended by an
Amendment Letter dated 28 March 2002 and as amended and restated by a Second Amendment Agreement dated 8 April 2003 (together, the Multicurrency Revolving Credit Agreement). 
  
 (B) The Parties have now agreed that the Multicurrency Revolving Credit Agreement should be amended on the terms set out in this Deed.

  
 IT IS HEREBY
AGREED AS FOLLOWS: 
  

	1.	DEFINITIONS AND INTERPRETATION 

  
 Definitions 
  
 1.1 Words and expressions defined in the Multicurrency Revolving Credit Agreement shall, unless otherwise defined in this Deed or save as the context otherwise requires,
bear the same meaning in this Deed. 
  
 Interpretation 
  
 1.2 References in this Deed to: 
  

	(a)	a Clause or Schedule shall be to a Clause of, or Schedule to this Deed; 

  

	(b)	a Party shall be to a party to this Deed and Parties shall be construed accordingly; and 

  

	(c)	an agreement or another document is a reference to that agreement or other document as may be amended, assigned, varied, novated or replaced from time to time, as the case may be.


  
 Index and headings 
  
 1.3 The index and headings of Clauses of this Deed are for convenience only and are to be
ignored in construing this Deed. 
  










	2.	CONDITIONS PRECEDENT 

  
 Conditions Precedent 
  
 2.1 This Deed shall become effective upon execution and delivery of this Deed by each Party and on written confirmation by the Agent that it has received a copy of each of each of the following documents (in each case
in form and substance reasonably satisfactory to it): 
  

	(a)	a legal opinion of Lovells, legal advisers to the Borrower, as to French law and addressed to each of the Parties other than the Borrower relating to capacity and the legal and
binding nature of the entry by the Borrower into this Deed; 

  

	(b)	a legal opinion of Freshfields Bruckhaus Deringer, legal advisers to the Borrower, as to English law and addressed to each of the Parties other than the Borrower relating to the
legal and binding nature of the entry by the Borrower into this Deed; 

  

	(c)	a certified copy of a delegation of authority granted by Patrick Kron on behalf of the Borrower in favour of Philippe Jaffré, and a certified copy of a delegation of
authority granted by Philippe Jaffré on behalf of the Borrower in favour of any and all of Marc Haestier, Pierre-Jean Bosio and Olivier Klaric authorising any of them on behalf of the Borrower to negotiate and sign this Deed and any other
agreements, letters, documents, confirmations, certificates and notices required in connection with this Deed; 

  

	(d)	a certified copy of the letter delivered to BNP Paribas on 30 September 2003 regarding, inter alia, the Net Cash Proceeds of T&D; and 

  

	(e)	the PwC Report dated 13 November 2003. 

  

	3.	AMENDMENT AND RESTATEMENT 

  

Amendment and restatement 
  
 3.1 Each of the Parties hereby agrees that the Multicurrency Revolving Credit Agreement shall be amended and restated in accordance with the terms of this Deed (together
with the Amendment Letter and the Second Amendment Agreement, the Amendment Agreements), 
  
 and that the amended and restated Multicurrency Revolving Credit Agreement set out in Schedule 2 shall be binding on the Parties with effect from the date of this Deed. 
  
 Cumulative blackline 
  
 3.2 A copy of the amended and restated Multicurrency Revolving Credit Agreement, showing the amendments made pursuant to the terms of the
Amendment Agreements in a cumulative blackline format, is set out in Schedule 3 for information purposes only. 
  










	4.	MISCELLANEOUS 

  
 No waiver 
  
 4.1 No failure or delay by any Party in exercising any right or remedy provided by law under or pursuant to this Deed shall impair such right or remedy or operate or be construed as a waiver or variation of it or
preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy. 
  
 Further assurance 
  
 4.2 The provisions of the Multicurrency Revolving Credit Agreement, as amended by this Deed, shall continue in full force and effect and
each of the Parties agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or
desirable to give effect to the amendments effected pursuant to this Deed. 
  
 Entire agreement 
  
 4.3 This Deed sets out the entire agreement
and understanding between the Parties in respect of the subject matter of this Deed and each Party agrees that: 
  

	(a)	it has not entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in the Multicurrency
Revolving Credit Agreement; and 

  

	(b)	this Clause 4.3 shall not exclude any liability for, or remedy in respect of, fraudulent misrepresentation by a Party. 

  
 Invalidity 
  
 4.4 If a provision of this Deed is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect: 
  

	(a)	the legality, validity or enforceability in that jurisdiction of any other provision of this Deed; or 

  

	(b)	the legality, validity or enforceability in other jurisdictions of that or any other provision of this Deed. 

  
 Counterparts 
  
 4.5 This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a
single copy of this Deed. 
  

	5.	NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES)
ACT 1999 

  
 A person who is not a party to this
Deed shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. 
  










	6.	GOVERNING LAW AND JURISDICTION 

  
 Governing law 
  
 6.1 This Deed shall be governed by and construed in accordance with the laws of England. 
  
 Jurisdiction 
  
 6.2 Each of the Parties irrevocably agrees that the High Court of Justice in England is to have non-exclusive jurisdiction to settle any disputes which may arise out of
or in connection with this Deed and that, accordingly, any legal action or proceedings arising out of or in connection with this Deed may be brought in that court and each of the Parties irrevocably submits to the jurisdiction of such court.

  









 IN WITNESS whereof this Deed has been executed and delivered by or on behalf of the Parties this day and year
first before written. 
  
 The Borrower 
  

			
	 EXECUTED and DELIVERED
	  	)
	 as a DEED on behalf of
	  	)
	 ALSTOM
	  	)
	 a company incorporated in France
	  	)
	 by: Pierre-Jean Bosio
	  	)
	 being a person who, in accordance with
	  	)
	 the laws of France, is acting under the
	  	)
	 authority of ALSTOM
	  	)

  
 Each in its capacity as Bank

  

			
	 EXECUTED and DELIVERED
	  	)
	 as a DEED on behalf of BNP PARIBAS
	  	)
	 a company incorporated in France
	  	)
	 by: Patrick d’Hérouville
	  	)
	 being a person who, in accordance with
	  	)
	 the laws of France, is acting under the
	  	)
	 authority of BNP PARIBAS
	  	)

  

			
	 EXECUTED and DELIVERED
	  	)
	 as a DEED on behalf of
	  	)
	 JPMORGAN CHASE BANK, PARIS BRANCH
	  	)
	 a company incorporated in England
	  	)
	 by: Olivier Grandry
	  	)
	 being a person who, in accordance with
	  	)
	 the laws of England, is acting under the
	  	)
	 authority of
	  	)
	 JPMORGAN CHASE BANK, PARIS BRANCH
	  	)

  









 In its capacity as Agent 
  

			
	 EXECUTED and DELIVERED
	  	)
	 as a DEED on behalf of BNP PARIBAS
	  	)
	 a company incorporated in France
	  	)
	 by: Patrick d’Hérouville
	  	)
	 being a person who, in accordance with
	  	)
	 the laws of France, is acting under the
	  	)
	 authority of BNP PARIBAS
	  	)

  
 The other Banks 
  
 IN WITNESS whereof Patrick d’Hérouville of BNP Paribas, 37 place du
Marché Saint-Honoré, 75001, Paris, France, as attorney of each of the Banks listed on Schedule 1 and by virtue of a power of attorney of each such Banks, respectively, has executed and delivered this Deed this day and year first before
written. 
  

			
	 EXECUTED and DELIVERED
	  	)
	 as a DEED by Patrick d’Hérouville
	  	)
	 as attorney for each Bank listed on Schedule 1
	  	)
	 in the presence of:
	  	)

  

							
	 Witness
	  	-	    	Signature:	  	 
	 	  	 	    	Name:	  	Kristi Green
	 	  	 	    	Address:	  	69 bld. Haussmann, 75008 Paris

  









 SCHEDULE 1 
  

BANKS SIGNING BY POWER OF ATTORNEY 
  
 ABN AMRO BANK N.V. 
  
 AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED 
  
 BANC OF AMERICA SECURITIES LIMITED 
  
 BANK ONE, NA 
  
 BANQUE DE CHINE, SUCCURSALE DE PARIS (BANK OF CHINA, PARIS BRANCH) 
  
 BARCLAYS BANK PLC 
  
 CITIBANK INTERNATIONAL PLC

  
 CITIGROUP FINANCIAL PRODUCTS INC. 
  
 CREDIT AGRICOLE MUTUEL DE PARIS ET D’ILE DE FRANCE 
  
 CREDIT INDUSTRIEL ET COMMERCIAL 
  
 CREDIT LYONNAIS 
  
 CREDIT SUISSE FIRST BOSTON INTERNATIONAL 
  
 CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH 
  
 DEUTSCHE BANK AG, LONDON BRANCH 
  
 DEUTSCHE BANK AG, SUCCURSALE DE PARIS 
  
 DEXIA
BANK BELGIUM SA 
  
 DRESDNER BANK AG 
  
 FORTIS BANQUE FRANCE 
  
 HSBC BANK PLC PARIS BRANCH 
  
 HSBC/CCF 
  
 ING BANK (FRANCE) SA 
  









 LLOYDS TSB BANK PLC 
  
 NATEXIS BANQUES POPULAIRES 
  
 SOCIETE GENERALE 
  
 SUMITOMO MITSUI BANKING
CORPORATION 
  
 THE BANK OF TOKYO-MITSUBISHI, LTD. 
  
 THE ROYAL BANK OF SCOTLAND PLC 
  
 WESTLB AG PARIS BRANCH 
  









 SCHEDULE 2 
  

AMENDED AND RESTATED 
  
 MULTICURRENCY REVOLVING CREDIT AGREEMENT 
  
 See attached 109 pages. 
  









 SCHEDULE 3 
  

BLACKLINED MULTICURRENCY REVOLVING CREDIT AGREEMENT 
  
 See attached 142 pages.