**REVOLVING CREDIT FACILITY AGREEMENT**
This Agreement is effective as of February 9, 2005 between:
France Télécom S.A., a French *société anonyme*established and acting according to the law of Francewith its seat at 6, place d’Alleray 75505 Paris Cedex 15, registered in the Commercial Registermaintained by the Paris commercial Registry under no. B 380 129 866, hereinafter referred to as the“**Lender**”
and:
Equant N.V., a Dutch *Naamloze Vennootschap*established and acting according to the law of theNetherlands, with its seat at Heathrowstraat 10 1043, CH Amsterdam, The Netherlands registered withthe Amsterdam Chamber of Commerce number 33267383, hereinafter referred to as the “**Borrower**”
(together the “**Parties**”)
**WHEREAS**
The Borrower, a subsidiary of the Lender, listed on the New-York and Paris Stock Exchanges, isacting in the frame of the France Telecom Group Treasury practices and needs a financing in cashfor the 12 months period as from the signing date hereof to cover its finding needs and potentialcash risks as presented to the Meeting of the Borrower’s Audit Committee on January 21, 2005.
The Parties, in the course of their business relationship, wish to conclude a Revolving CreditFacility Agreement, upon and subject to the terms and conditions hereof.
**IT IS AGREED AS FOLLOWS:**
**DEFINITIONS**
In this Agreement, except to the extent that the context requires otherwise:
“**AvailabilityPeriod for Drawdowns**” means the period beginning upon fulfilment of the ConditionsPrecedents, and including, the Drawdown Date and ending on June 30, 2008. This Availability Periodfor Drawdowns could be subject to amendment between the Parties.
“**Borrowed Moneys Indebtedness**” meansfor the Borrower any indebtedness in respect of: (i) moneysborrowed; (ii) any indebtedness (actual or contingent) under any direct or indirect guarantee,security or other commitment designed to ensure any creditor against loss in respect of anyBorrowed Moneys Indebtedness or obligations of any third party; and (iii) any indebtednessevidenced by bonds, notes, debentures or other similar instruments or under any acceptance creditopened on behalf of the Borrower.
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“**Business Day**” means a day (other than a Saturday or a Sunday) on which banks and foreign exchangemarkets are open for general business in Paris, Amsterdam, London and/or New York”
“**Conditions Precedents**” means the conditions precedent to the availability of the Facility asstated in Article 2.
**Credit Facility Commencement Date**” means the date on which this Revolving Credit Facility issigned.
“**Credit Facility Maximum Amount**” means USD 250,000,000.00 (or its equivalent in any otherCurrency), subject to partial cancellation as stated in Article 1, or the amount outstanding at thetime Borrower terminates the Facility, if the Facility is terminated before the Credit FacilityTermination Date.
“**Credit Facility Termination Date**” means June 30, 2008, or any earlier date at the option of theBorrower subject to a two (2) weeks prior written notice, and is the date on which the CreditFacility must be reimbursed in full by the Borrower.
“**Currency**” means any currency included under Optional Currency
“**Dollar**” or “**U.S.$**” or “**USD**” means the lawful currency for the time being of the United States ofAmerica.
“**Drawdown**” means an advance under the Facility made by the Lender to the Borrower for an amountequivalent to the Drawdown Amount in any of the Optional Currencies, as quoted on the Notice ofDrawdown, before the end of the Availability Period for Drawdowns.
“**Drawdown Amount**” means, for any Drawdown, the nominal amount in the Currency made available to theBorrower upon its request by the Lender according to the Notice of Drawdown, being precised thatthe aggregate total Drawdown Amounts shall not exceed the Credit Facility Maximum Amount.
“**Drawdown Date**” means, for any Drawdown, the day (value date) on which the Lender makes theDrawdown Amount available to the Borrower, in accordance with the Notice of Drawdown.
“**EURIBOR**” means the rate per annum which appears on Telerate Page 248 (or any replacement of thatpage) or at about 11.00 am for the offering of deposits in Euros on two Business Days preceding anynew Interest Period for a period comparable to this Interest Period.
“**Euro**” or “**€**” or “**EUR**” means the single currency of member states of the European Unionparticipating in Economic and Monetary Union as contemplated by the Treaty of Rome of25th March, 1957 establishing the European Community, as amended by the MaastrichtTreaty on European Union (signed on 7th February, 1992), as amended from time to time.
“**Event of Default**” has the meaning assigned to it in Article 11 of this Agreement.
“**IBOR**” means in relation to any Advance (other than an Advance in Euro) the British BankersAssociation Interest Settlement Rate for the relevant currency and period, displayed on theappropriate page of the Telerate screen as of 11 a.m. London time, on the first day of that periodif the currency is GBP or two (2) Business Days (which for these purposes only shall mean aBusiness Day in London) before the first day of that period for any other currency.
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“**Interest Period**” means the period beginning on, and including, the Drawdown Date and ending on(but excluding) the first Payment Date and each successive period beginning on (and including) aPayment date and ending on (but excluding) the succeeding Payment Date.
“**Material Adverse Effect**” means a material adverse change in the business, assets, financialcondition of the Borrower or in a manner which might threaten to enjoin or restrain its executionor performance of this Agreement
“**Notice of Drawdown**” means, every written drawing request in substantially the same form asprovided in Schedule B), sent either by e-mail, facsimile or courier, and received by the Lenderat least four (4) Business Days prior to the Drawdown Date, by any duly authorised representativeof the Borrower, referring to this Agreement and its terms & conditions, i.e. at least the DrawdownAmount requested (provided that the total aggregate Drawdown Amounts shall not exceed the CreditFacility Maximum Amount), the currency requested (i.e. the Currency) and the bank accounts details(if different from the bank accounts details quoted in Schedule A).
“**Optional Currency**” means:
 a)  Euro (EUR)  b)  US Dollars (USD)  c)  Japanese Yen (JPY)  d)  Sterling (GBP)  e)  Any other currency (other than U.S. Dollars) which is freely transferable orfreely convertible into U.S. Dollars and dealt on the London Interbank Market.
“**Payment Date**” means, in respect of any Drawdown and Interest Period, the 30th of June and 31st ofDecember of each year and means, in the case of the first Payment Date, 30th of June 2005 and inthe case of the last Payment Date, the Credit Facility Termination Date. If any Payment Date wouldfall on a day which is not a Business Day, that date will be the first succeeding day that is aBusiness Day unless that day falls in the next calendar month, in which that date will be the firstpreceding day that is a Business Day.
“**Rate per annum**” means 3 monthsIBOR (or EURIBOR in the case of drawdowns in EUR) plus a 220 basispoint per annum margin.
“**Tax Treaty**” means the “convention” (treaty) between France and another state in order to avoiddouble taxation.
**THE FACILITY**
The Lender grantsto the Borrower, upon and subject to the terms hereof, a Facility (the“**Facility**”) amounting to the Credit Facility Maximum Amount, subject to Drawdowns,as specified inthe above Definitions, within the limits defined as the Credit Facility Maximum Amount ; thedifference between the Credit Facility Maximum Amount and all the Drawdown Amounts being the“**Available Amount**”.
**Article 1 — Facility amount**
The Lender agrees to grant the Borrower loans up to an aggregate amount of USD 250,000,000.00(two hundred and fifty millions dollars) or the equivalent amount in any other Optional Currency.
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The Borrower may, by giving not less than seven Business Days’ Prior notice to the Lender, cancelthe Credit Facility Maximum Amount in whole or in part, in a minimum amount of USD10,000,000.00 andintegral multiples thereof. Any cancellation will be irrevocable and may not be re-borrowed.
**Article 2 — Purpose and use of the Facility**
The Borrower shall use the Facility and any Drawdown Amounts for general corporate purposes.
Every Drawdown during the Availability Period for Drawdowns or any capitalisation of accruedinterest payable pursuant to Article 4 hereunder will be subject to the following conditions (the“**Conditions Precedent**”):
•  The Borrower is not defaulted in the due performance and observance of any othermaterial provision contained in this Agreement and the Borrower has not failed to curewithin any applicable grace period; •  No Event of Default is outstanding or might result from the making of the Drawdown; •  The aggregate Drawdown Amounts do not exceed the Credit Facility Maximum Amount; •  The Borrower has provided to the Lender in due time a Notice of Drawdown.
**Article 3 —  Fees**
The Borrower will pay the Lender an up-front fee of 0.20% of the Credit Facility MaximumAmount, payable within thirty (30) Business Days following the Credit Facility Commencement Date.
In addition, the Borrower shall pay the Lender a commitment fee of 0.75% per annum on the undrawnand uncancelled amount of the Facility at each anniversary date hereof during the period from theCredit Facility Commencement Date up to and including the Credit Facility Termination Date.
For the avoidance of doubt, any such commitment fee payable shall, on its payment date, beincorporated as a Drawdown into the Facility, the amount of which will be increased accordingly,provided it shall not, at any time, exceed the Credit Facility Maximum Amount.
**Article 4 — Interest**
(a)  Each Drawdown shall bear interest from the Drawdown Date to the date of its repayment orprepayment in full in accordance with Articles 4 and 5.    The rate of interest applicable to each Interest Period of the Facility shall be the Rateper annum. (b)  All interest payable under this Article shall accrue from day to day and be computed on thebasis of actual days elapsed during the Interest Period and a year of 360 days (or in the caseof a Drawdown denominated in GBP, 365 days) (the “Accrued Interest”). Accrued Interest inrelation to each Interest Period of the Facility shall be paid in arrears on the Payment Dateof each interest Period but it is agreed they will be deemed paid by compensation, throughincorporation as a Drawdown into the Facility, the amount of which will be increasedconsequently, and bear interest as provided in
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   clause (a) above provided that the amount of the Facility outstanding shall notexceed the Credit Facility Maximum Amount. All other terms and conditions, including theTermination Date, as set forth in the present Agreement, shall apply to such AccruedInterest. (c)  Except as provided in (b) here above, if the Borrower fails to pay any amount payable by ithereunder when due, the Borrower shall forthwith pay interest (“**Default Interest**”) on theoverdue amount from the due date up to the date of actual payment at a rate per annum which isthe aggregate of two per cent and the rate which would have been applied if the unpaid amountwere to constitute part of the Facility hereunder for successive Interest Periods untilpayment; the claim and the payment of Default Interests may not be considered as arenunciation by the Lender to its right to an early repayment nor to the granting of a graceperiod.    Default Interest owed by the Borrower shall automatically accrue as of right and withoutneed of notification (*mise en demeure*) to the Borrower and will be compounded annually inaccordance with Article 1154 of the French Civil Code (Code Civil). (d)  In order to comply with the law and notably with the provisions of Articles L. 313-1 and L.313-2 of the French Consumers Code (*Code de la consommation*) regarding the Effective GlobalRate of the Facility, the Parties to this Agreement expressly acknowledge for informationpurposes only that there does not exist any additional cost which could increase the Rate perannum applicable to the Facility, and thus the Effective Global Rate due on a nominal amountof USD 250,000,000 bearing interest at the Rate per annum based on a year of 360 days would be2.38 per cent. Such rate cannot exceed the maximum legal rate of interest (*taux d’usure*)2.39413 per cent defined at Article L. 313-3 of the French Consumers Code (*Code de laconsommation*).
**Article 5 — Payment**
(a)  The Lender shall make available to the Borrower the Credit Facility Maximum Amount on theCredit Facility Commencement Date. The Lender will make each Drawdown Amount available to theBorrower on the Drawdown Date.
(b)  All payments hereunder shall be made in the Currency by transfer, after havingreceived, as the case may be, the corresponding Notice of Drawdown four (4) Business Daysprior to the date of such payments. Any payment shall be made, if to the Borrower, to theBorrower’s account specified in Schedule A and, if to the Lender, to the Lender’s accountspecified in Schedule A or, in either case, to such other account and/or bank as thereceiving party may, by written notice to the other, designate to the other party not lessthan two (2) Business Days prior to the applicable date of payment.
**Article 6 — Repayment**
The amounts of the Drawdowns or of the Facility outstanding as at the Credit FacilityTermination Date shall be repaid in full on such date.
All repayment of Drawdowns shall be made in the same currency as the Drawdown to which it relates.If the Borrower wishes to repay the Drawdowns, in whole or part, in another currency, it shouldspecify the relevant currency and amounts. The foreign exchange rate applicable, as the case maybe, will be the internal exchange rate of the Lender for the currency.
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**Article 7 — Prepayment**
(a)  Upon giving not less than two (2) Business Days prior written notice to the Lender, theBorrower may prepay all or any part of the Facility or any Drawdown at its sole convenience. (b)  Any notice of prepayment given by the Borrower to the Lender under this clause shall becomeirrevocable on the day which falls two (2) Business Days prior to the required date forprepayment if given earlier than such day or, in the case of a notice of prepayment given two(2) Business Days prior to such required date, shall be irrevocable and the Borrower shall bebound to prepay in accordance with such notice. (c)  All prepayments under this Agreement shall be made together with accrued interest on theamount prepaid and without premium or penalty and for any Drawdown in the Currency of suchDrawdown. (d)  Any prepayment will make the corresponding amounts available for the Borrower under theFacility and, for the avoidance of doubt, they may be re-borrowed on the terms of thisAgreement.
**Article 8 — Representations and Warranties**
     The Borrower represents and warrants for the benefit of the Lender, as an essential element(*condition essentielle et déterminante*) of the decision of the Lender to enter into this Agreement,as at the date hereof and on each Drawdown, that:
(a)  Status: it is a company duly incorporated and validly existing under the laws of itsjurisdiction of incorporation and has full power to own its assets and to carry on itsbusiness as it is now conducted; (b)  Powers and Authority: it has full power to enter into and perform this Agreement andhas taken all necessary action required to authorise the execution and delivery of thisAgreement and its performance according to its respective terms; (c)  Legal Validity: this Agreement constitutes, as from its execution, its legal, validand binding obligations enforceable (subject to laws of general application affecting orrelating to the rights of creditors generally) in accordance with the terms hereof; (d)  Non-Conflict: the execution, delivery and performance of this Agreement will notviolate (i) any present applicable law or regulation of France or The Netherlands or any otherapplicable jurisdiction, or (ii) any agreement or instrument which is binding upon it or anyof its assets or revenues, or (iii) any clause of its constitutional documents and (iv) willconstitute, private and commercial acts done and performed for private and commercialpurposes; (e)  No Material Adverse Change: As at the date of this agreement only, no MaterialAdverse Effect has occurred and is continuing (f)  Litigation: there is no litigation, arbitration or administrative proceeding pendingor, to the best of its knowledge, threatened to enjoin or restrain its execution orperformance of this Agreement or any event or series of events which would result in aMaterial Adverse Effect; (g)  Taxes and Payments: All amounts payable by the Borrower under this Agreement may bemade free and clear of and without deduction for or on account of any tax;
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(h)  Stamp Duties: No stamp or registration duty or similar taxes or charges are payablein France or in The Netherlands in respect of this Agreement; (i)  No Default: No Event of Default is outstanding; (j)  Pari Passu Ranking: The Borrower’s payment obligations under this Agreement rank atleast pari passu with all its other present and future unsecured payment obligations, exceptfor obligations mandatorily preferred by law applying to companies generally. (k)  Financial Statements: The audited accounts of the Borrower have been prepared inaccordance with generally accepted accounting principles and practices and fairly represent,to the best of the knowledge and belief of the Borrower after due and careful enquiry, thefinancial condition of the Borrower as at the date to which they were drawn up.
**Article 9 — General Covenants**
The undertakings in this Article remain in force from the date of this Agreement for so longas any amount is or may be outstanding under this Agreement:
(a)  Authorisations: All authorisations and consents required or desirable in connectionwith the entry into, performance, validity and enforceability of, and the transactionscontemplated by the Facility have been obtained or effected (as appropriate) and are in fullforce and effect and all necessary filings in connection therewith have been duly made andcompleted; (b)  Notification of Default: the Borrower shall notify the Lender of any Event of Default(and the steps, if any, being taken to remedy it) promptly upon its having come to theattention of the Borrower; (c)  Pari Passu Ranking: the Borrower’s payment obligations under this Agreement rank andwill at all times rank at least equally and rateably in all respects with all its otherunsecured indebtedness, except for such indebtedness as would, by virtue of the law in forcein France or in The Netherlands or any other applicable jurisdiction be preferred in the eventof its bankruptcy, reorganisation, liquidation, dissolution or winding-up; (d)  Loans out: the Borrower or any of its controlled subsidiaries (where “control” is as definedunder Article L.233-3, I-II of the French *Code de Commerce*) may not be the creditor of anyexternal Borrowed Moneys Indebtedness over USD10,000,000 or its equivalent] except the onealready agreed, concluded or available and disclosed in its latest annual report and auditedaccounts published since the date hereof; (e)  Additional indebtedness: the Borrower or any of its controlled subsidiaries shall not incurany additional external indebtedness for Borrowed Moneys Indebtedness other than:    (1) borrowings under this Agreement;    (2) capital leases or similar means of financing obtained or concluded for the purpose ofthe business and in the normal course of business for amounts not exceeding at any time inaggregate over USD 100,000,000. or its equivalent, provided this amount shall be reviewedannually and adjusted if needed, as mutally agreed between the Parties in good faith;
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    (3) any moneys made available to the Borrower by the Lender through the Treasury Agreementdated 12 June 2002 between the Parties for an aggregate total amount of USD50,000,000.    (4) borrowings under local credit facilities or loan agreements up to a maximum in aggregateof USD 10,000,000.
(f)  Negative Pledge: the Borrower or any of its controlled subsidiaries (where “control” is asdefined under Article L.233-3, I-II of the French *Code de Commerce*) may not grant as of thedate of signing of this Facility any additional mortgage, pledge, lien, charge, assignment,security transfer of title, hypothecation or security interest or any other agreement orarrangement having a similar effect for the purposes of securing external Borrowed MoneysIndebtedness except the one granted in the normal course of business for an amount notexceeding at any time in aggregate over USD 10,000,000 or its equivalent; (g)  Financial Information: as soon as they are available (and in any event no later thanone year after the end of each of its financial years) the annual report and the auditedaccounts of the Borrower for that financial year should be transmitted to the Lender; (h)  Information of the Lender: to inform, promptly, and provide the Lender with allnecessary documents regarding material modifications affecting the nature or capacity of theBorrower (notably changes in its name, notification of merger or spin-off, transfer of itshead office, order for its dissolution or liquidation or administration). (i)  Insurance: the Borrower shall insure its business and assets with insurance companiesto such extent and against such risks as companies engaged in a similar business normallyinsure. (j)  Remedy: reasonable efforts shall be made by the Borrower to cure an Event of Defaultif it occurs and is capable of remedy.
**Article 10 – Mandatory Prepayment**
If the France Telecom Group holding in the share capital or the voting rights of the Borrower(or Equant Finance B.V., where the assignment stipulated in Article 13 hereof occurs) is less thanthirty-four percent (34%), the Borrower, or Equant Finance B.V. as the case may be, will have tomandatorily prepay to the Lender, within 30 Business Days after the occurrence of such event, alloutstanding amounts under the present Agreement including, for the avoidance of doubt, anycommission thereof or accrued interests.
**Article 11 — Taxation**
(a)  All payments of principal or interests under the Facility shall be made free and clear of,and without deduction for, any tax, duty, levy of whatever nature, including penalties,interest and any other liabilities related thereto (“**taxes**”) unless the Borrower is requiredby any relevant tax authority to make such payment subject to the deduction of withholdingtax.
(b)  If the Borrower is required to make any deduction or withholding from any payment here above,he shall pay the full corresponding amount to be deducted or withheld to any relevant taxauthority within the time allowed under the applicable law, and shall deliver to the Lender anoriginal official receipt issued by such authority and any other appropriate evidence of thepayment to such authority of all amounts so required to be deducted or withheld.
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(c)  In order to benefit from a reduced rate of withholding tax or avoid withholding tax accordingto the Tax Treaty between the countries of domiciliation of the Lender and the Borrower, theLender shall, before any payment is made, deliver to the relevant tax authorities evidencethat he is domiciled in such country in accordance with applicable rules.
(d)  Any taxes, including withholding tax described in § (b), that will be paid in the country ofdomiciliation of the Borrower in addition to the payment of the principal or interests shallbe borne by the Borrower in accordance with the applicable tax rules.
**Article 12 — Events of Default**
1.  If any or more of the following events (each an “**Event of Default**”) shall occur and becontinuing, that is to say:
a)  Non Payment: the Borrower fails to pay on the due date any amount payable by it tothe Lender hereunder within ten (10) Business Days of the date on which it receives writtennotice of such non-payment from the Lender;
b)  Maximum Drawdown Amount: The aggregate Drawdown Amounts excluding any capitalisedAccrued Interest) exceed the Credit Facility Maximum Amount;
c)  Misrepresentation: the Borrower defaults in the due performance and observance of anyother material provision, representation or warranty contained in this Agreement (other than adefault in the payment as per clause (a) above) and the Borrower has failed to cure or causeto be cured such default within a period of fifteen (15) Business Days of the date on which itreceives notice of such default from the Lender;
d)  Enforcement: a distress or other execution is levied or imposed upon or against anyproperty of the Borrower that significantly and materially adversely affects its ability toimplement its business plan (provided that The Borrower will provide an updated business planto The Lender’s Group Treasury), is not discharged within thirty (30) Business Days of havingbeen levied or imposed and the consequence of which is, in the reasonable opinion of theLender, materially and adversely to affect he ability of the Borrower to perform itsobligations hereunder (unless being contested in good faith and by appropriate means);
e)  Cross Default: the Borrower defaults in the due performance and observance of anymaterial (more than USD 10,000,000.00) payment obligation toward the Lender or any thirdparty, other than a default resulting from the application of this Agreement, absent manifesterror and unless such payment being contested in good faith and by appropriate means;
f)  Financial Default: any other Borrowed Moneys Indebtedness of the Borrower exceedingin the aggregate USD10,000,000 (or its equivalent in other currencies) at any time is not paidwhen due for payment or is found not to have been paid, in each case after any applicablegrace period has elapsed, or shall become due and payable prior to the stated maturity thereofas a result of a payment default thereunder (except where the relevant creditor has waivedsuch default or extended the date for payment thereof);
g)  Material Adverse Change: an event happens the consequence of which materially and adverselyaffects the financial position of the Borrower or its ability to reimburse the Facility andmore generally to perform its obligations hereunder;
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h)  Effectiveness: it is or becomes unlawful for the Borrower to perform any of itsobligations under this Agreement;
i)  Insolvency: if the Borrower applies for the appointment of a conciliator or entersinto an amicable settlement with its creditors or a judgement is issued for a judicialadministration or for a judicial liquidation or for a judicial transfer of the whole of itsbusiness of the Borrower or, to the extent permitted by applicable law, if the Borrower makesany conveyance, assignment or other arrangement for the benefit of its creditors or entersinto a composition with its creditors;
j)  Liquidation: if any order is made or law, decree, regulation or resolution is passedfor the liquidation, winding up or dissolution of the Borrower.
k)  Proceedings: if any order is made or law, decree or regulation applicable to Lenderis passed, modified or interpreted to an extent or in a manner which might threaten to enjoinor restrain the execution or performance of this Agreement or any litigation, arbitration oradministrative or governmental proceedings is pending and would have a Material AdverseEffect.
then the Lender may, by notice to the Borrower indicate that it wishes to benefit from thisArticle;
(a)  declare the Facility to be terminated and no payment or regularisation further to thisnotification can postpone such termination ; and
(b)  declare the outstanding amount of the Facility (including all Drawdowns) hereunder togetherwith accrued interest thereon and any other amounts whatsoever outstanding and payable by theBorrower under this Agreement to be immediately due and payable without any other demand ornotice of any kind.
Delay in the exercise or the non-exercise of any such right is not a waiver of that right. Rightsand recourse hereunder are cumulative but not exclusive of any rights and recourse the Lender mayhave besides.
2.  The Borrower shall on duly justified demand indemnify the Lender against any direct loss orreasonable expense which the Lender may sustain or incur as a consequence of the Facilitybecoming due and payable in whole, on a date earlier than it would otherwise be due as aconsequence of the occurrence of any Event of Default with respect to it hereunder, includingbut not limited to any direct loss or reasonable expense sustained or incurred in liquidatingdeposits or credit facilities from third parties acquired to effect or maintain such Facilityor part thereof. Any request by the Lender for indemnification pursuant to this provisionshall be accompanied by a documented computation of the amount claimed and such documentedcomputation shall be conclusive of the indemnification amount payable, absent manifest error.
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**Article 13 — Notices**
1.  Save as otherwise provided herein, each notice, request, demand or other communication tobe given or made hereunder shall be given by phone and confirmed by letter or facsimileaddressed:
 (a)  in the case of the Lender, to it at:   Attention: Sylvie Nino Michel Poirier   Address: Finance/CF/DFT “Losserand” 6, place d’Alleray 75505 Paris Cedex 15 France   Facsimile: +33 1 45 40 04 52
     with a copy to:   Attention: Pierre Pauliac (Finance/CF/DFT)   Facsimile: +33 1 44 44 38 46
     and:   Attention: Jean-Michel Thibaud (Finance/CF/DFF)   Facsimile: +33 1 44 44 47 20
     (b) in the case of the Borrower, to it at:   Attention: Yves Guillaumot   Address: Equant 190 Avenue de France 75013 Paris FRANCE   Email: Yves.Guillaumot@equant.com
     with a copy to:   Attention: Bruce McWhirter   Address: Equant Inc. 2355 Dulles Corner Blvd Herndon Virginia 20171 USA   Email: Bruce.McWhirter@equant.com
     and with a copy to:
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   Attention: Daan Heyning   Address: Equant NV Heathrowstraat 10 1043 CH Amsterdam The Netherlands   Email: Daan.Heyning@equant.com
or to such other address as the Borrower or the Lender may from time to time advise to the otherParty hereto.
2.  All such notices, requests, demands or other communications shall be deemed to be duly givenor made when delivered (in the case of personal delivery or letter) and when dispatched (inthe case of facsimile) to the party to which such notice, request, demand or othercommunication is required or permitted to be given under this Agreement.
3.  Notices to be given in writing include by facsimile.
**Article 14 — Assignment**
This Agreement and the rights hereunder may not be assigned or transferred by the Borrowerwithout the prior written consent of the Lender unless there occurs the closing of the sale andpurchase of the purchased assets and the assumption of the assumed liabilities in accordance withthe terms and conditions of a combination agreement to be executed between the Lender and theBorrower to occur on or about 5 February 2005 in which case the Parties hereto agree thisAgreement, and its terms and conditions, will be automatically assigned by the Borrower to EquantFinance B.V., a Dutch *Besloten Venootschap*registered with the Amsterdam Chamber of Commerce number33285175, subject to the approval of said assignment by Equant Finance B.V.
This Agreement and the rights hereunder may be assigned or transferred at any time by the Lender.
**Article 15 — Governing law and Jurisdiction**
This Agreement shall be governed by and construed in accordance with French law.
The Parties irrevocably agree for the exclusive benefit of the Lender that the courts of Parisshall have jurisdiction to settle any disputes that may arise out of or in connection with thisAgreement. Nothing contained in this Article shall limit the right of the Lender to takeProceedings against the Borrower in any other court of competent jurisdiction.
Concluded in Paris on February 9, 2005
In two originals, one for each Party,   FRANCE TELECOM SA Equant N.V.Name: /s/ Michel Combes Name: /s/ Yves GuillaumotTitle: Chief Financial Officer Title: Chief Financial Officer
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**SCHEDULE A**
**Borrower’s account:**
J.P. Morgan Chase Bank, London
Swift Address: CHASGB2L
Account name: Equant Finance B.V., Amsterdam, the Netherlands
Account no.: 22.33.4601
**Lender’s account:**
CREDIT LYONNAIS PARIS
Bank code: 30002
Counter code: 00790
Account no.: 0000002493B
Key: 13
i.e., Account number: 30002/00790/0000002493B/13
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**SCHEDULE B**